Exhibit 4.2

​

Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant customarily and actually treats as private or confidential.

Brackets “[*]” indicate where information has been omitted from the filed version of this exhibit.

​

​

September 25, 2025

​

Messrs.

GeoPark Argentina S.A.

Av. del Libertador 2442 4th floor, Olivos,

Province of Buenos Aires, Argentina

​

Vía email to:

Ignacio Mazariegos / imazariegos@geo-park.com

Mariano Olmedo / molmedo@geo-park.com

Juan Manuel Cuellar / jucuellar@geo-park.com

​

Ref.: Irrevocable Offer N° 1/2025 and Amendment to the Irrevocable Offer N° 1/2025

​

Dear Sirs,

​

We hereby accept your Irrevocable Offer N° 1/2025 dated July 25, 2025, as amended by your Amendment to the Irrevocable Offer N° 1/2025 dated September 22, 2025.

​

Sincerely,

​

​

​

​

September 22, 2025

​

Messrs.

Pluspetrol S.A.

Lima 339, Buenos Aires

Argentina

​

Vía email to:

Julián Seldes / jseldes@pluspetrol.net

María Belen Seghezzo / bseghezzo@pluspetrol.net

Eduardo De Achaval / edeachaval@pluspetrol.net

Tomás Chevallier Boutell / tchevallie@pluspetrol.net

notificacioneslegalescorp@pluspetrol.net

​

​

Ref.: Amendment to the Irrevocable Offer N° 1/2025

​

Dear Sirs,

​

In accordance with recent negotiations, GeoPark Argentina S.A., a company duly organized and validly existing under the laws of Argentina and domiciled at Av. del Libertador 2442 4th floor, Olivos, Province of Buenos Aires, Argentina (“Buyer”), hereby submits this irrevocable offer to Pluspetrol S.A., a company duly organized and validly existing under the laws of Argentina and domiciled in Lima 339, Buenos Aires, Argentina (“Seller”), to partially amend (the “First Amendment”) the terms and conditions of Annex I of the Irrevocable Offer N° 1/2025 issued by Buyer on July 25, 2025 (the “Offer”).

​

The Offer and this First Amendment shall be deemed accepted and the Agreement, as amended by this First Amendment, shall be deemed fully executed and delivered if, on or before 11:59 p.m. (Buenos Aires time) on October 23, 2025 (the “Expiration Date”) Seller delivers to Buyer an acceptance letter in the form of Annex I attached hereto. Delivery of an executed acceptance by email, to the address mentioned in the signature boxes below, in “.pdf” or other electronic image scan format shall be effective for the acceptance of the Offer and this First Amendment.

​

In case of acceptance, the following terms and conditions shall become binding and enforceable:

​

WHEREAS:

​

​

​

NOW THEREFORE, the Parties hereby agree that the following constitute additional terms and conditions of the Offer:

​

​

​

​

​

“LJE Base Purchase Price” means USD 69,500,000 (Dollars Sixty-Nine Million Five Hundred Thousand)”.

​

“PSO Base Purchase Price” means USD 39,000,000 (Dollars Thirty-Nine Millon)”.

​

replaced by the following:

​

“In order to secure the payment of the Seller Termination Damages, on the Execution Date Buyer shall wire transfer from the Buyer Account, in immediately available funds, in USD and to the Seller Account USD 22,700,000 (Dollars Twenty-Two Million Seven Hundred Thousand) (the “Security Deposit”). The Buyer hereby pledges to Seller, as the secured party, as security for the payment of the Seller Termination Damages, and grants to Seller, a first priority continuing prenda against the Security Deposit. In no event shall the Security Deposit be construed as a down, advance or anticipated payment of the Purchase Price”.

​

​

“(iii) the granting to Buyer, upon termination of the Existing PSO CENCH and reversion to the PSO Conventional Concession, of the New PSO CENCH by a decree issued by the Governor of the Province of Neuquén.”

​

​

“Whether or not the transactions contemplated hereby are consummated, and except as otherwise specifically provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and expenses of all professional advisors, shall be paid by the Party incurring such costs or expenses.

​

Notwithstanding the foregoing, the Parties agree that if the Executive Power of the Province of Neuquén requires any payment in relation to the transactions of this Agreement and/or the issuance of the New PSO CENCH (including, without limitation, “Aporte RSE”, “Bono Compensación”, “Bono de Infraestructura” and stamp tax applicable to the “Actas Acuerdo”), such amount (the “Province Amount”) shall be borne by Seller up to an aggregate amount of ten million Dollars (USD 10,000,000), which shall be disbursed by Buyer to the Province of Neuquén within the applicable

term. Should the Province Amount exceed the aforementioned aggregate amount, the Parties shall promptly meet to evaluate the situation and mutually decide whether to accept incurring such excess costs. Additionally, Seller shall reimburse Buyer for the Argentine tax on bank debits and credits incurred by Buyer in connection with the payment of the Province Amount, net of any tax credit available to Buyer related to the payment of such tax (the “Taxes Amount” and together with the Province Amount the “Final Amount”). Seller shall have the option, at its own discretion, to make such payment to Buyer:(i) in Dollars, by wire transfer to a Dollar bank account held in the name of Buyer outside Argentina; or (ii) in Argentine Pesos, by wire transfer to an Argentine Pesos bank account held in the name of Buyer in Argentina, according to the following procedure.

​

Buyer shall inform Seller in writing the date on which the Province Amount will be paid at least five (5) Business Days prior to such date (“Payment Date”). At least four (4) Business Days prior to the Payment Date Seller shall inform Buyer whether the Final Amount will be advanced in Dollars or in Argentine Pesos. Upon receiving such information, Buyer shall have one (1) Business Day to provide Seller with the Buyer´s banking details for the payment. Seller shall make such payment to Buyer: (i) at least three (3) Business Days prior to the Payment Date if Seller has chosen to pay in

Dollars, or (ii) at least one (1) Business Day prior to the Payment Date if Seller has chosen to pay in Argentine Pesos. In case that Seller choses to pay in Argentine Pesos and, due to the applicable exchange rate, the amount actually paid by Buyer to the Province is higher or lower than the amount of Argentine Pesos paid by Seller to Buyer, the difference shall be paid by Seller to Buyer or returned by Buyer to Seller, as the case may be, within one (1) Business Day after Buyer provides Seller with written evidence of the amount paid by Buyer to the Province of Neuquén. For purposes of determining the equivalent amount in Argentine Pesos, the exchange rate to be applied shall be the seller’s exchange rate (tipo de cambio vendedor, divisa) published by Banco de la Nación Argentina (www.bna.com.ar) on the business day immediately preceding the date of payment from Seller to Buyer.

​

In relation to the required payment of the service fee for hydrocarbon activity (Tasas Retributivas de Servicios de la Actividad Hidrocarburífera) under Tax Law N° 3479 of the Province of Neuquén in connection with the transactions of this Agreement, the Parties agree that Seller shall disburse to the Province of Neuquén Argentine Pesos

​

 ​

​

Forty-Three Million Seventy-Seven Thousand Three Hundred ($43,077,300) according to items 1, 6, 8, 27 and 31 of Article 48 of the aforementioned law.

​

Regardless of the foregoing, service fees under item 1 of Article 48 (“Autorización de Cesión LJE”, “Autorización de Cesión PSO” and “Autorización de Cesión de Transporte PSO”) will be shared equally by the Parties (50/50) and item 8 (“Solicitud de Autorización de Transporte de Petróleo y Gas”) shall be entirely borne by Buyer. Accordingly, Buyer shall reimburse Seller Argentine Pesos Seventeen Million Six Hundred Eighty-Seven Thousand Two Hundred ($17,687,200) in a Seller account in Argentine Pesos no later than (3) Business Days after the payment by Seller to the Province of Neuquén, provided that Seller has previously informed Buyer of Seller´s banking details.”

​

​

​

***

​

Sincerely.

​

​

​

​

ANNEX I

LETTER OF ACCEPTANCE

​

[Date], 2025

​

Messrs.

GeoPark Argentina S.A.

Av. del Libertador 2442 4th floor, Olivos,

Province of Buenos Aires, Argentina

​

Vía email to:

Ignacio Mazariegos / imazariegos@geo-park.com

Mariano Olmedo / molmedo@geo-park.com

Juan Manuel Cuellar / jucuellar@geo-park.com

​

Ref.: Irrevocable Offer N° 1/2025 and Amendment to the Irrevocable Offer N° 1/2025

​

Dear Sirs,

​

We hereby accept your Irrevocable Offer N° 1/2025 dated July 25, 2025, as amended by your

Amendment to the Irrevocable Offer N° 1/2025 dated September 22, 2025.

​

Sincerely,

​

__________________

Pluspetrol S.A.

​

​

ANNEX II

​

EXHIBIT “C”

​

EMPLOYEES

​

[*]

​

July 25, 2025

​

Messrs.

Pluspetrol S.A.

Lima 339, Buenos Aires

Argentina

​

Vía email to:

Julián Seldes / jseldes@pluspetrol.net

María Belen Seghezzo / bseghezzo@pluspetrol.net

Eduardo De Achaval / edeachaval@pluspetrol.net

Tomás Chevallier Boutell / tchevallie@pluspetrol.net  

notificacioneslegalescorp@pluspetrol.net

Ref.: Irrevocable Offer N° 1/2025

Dear Sirs,

In accordance with recent negotiations, GeoPark Argentina S.A., a company duly organized and validly existing under the laws of Argentina and domiciled at Av. del Libertador 2442 4th floor, Olivos, Province of Buenos Aires, Argentina (the “Buyer”), hereby submits this irrevocable sale and purchase offer (the “Offer”) to Pluspetrol S.A., a company duly organized and validly existing under the laws of Argentina and domiciled in Lima 339, Buenos Aires, Argentina (“Seller”), subject to the terms and conditions set forth below (including all exhibits hereto).

Seller and Buyer may sometimes hereinafter be referred to individually as a “Party” and collectively as “Parties”.

This Offer shall be deemed accepted and the Agreement shall be deemed fully executed and delivered if, on or before 11:59 p.m. (Buenos Aires time) on October 23, 2025 (the “Expiration Date”) Seller delivers to Buyer an acceptance letter in the form of Annex II attached hereto. Delivery of an executed acceptance by email, to the address mentioned in the signature boxes below, in “.pdf” or other electronic image scan format shall be effective for the acceptance of this Offer.

If Seller were to accept this Offer pursuant to the immediately preceding paragraph, the rights and obligations under which Seller and Buyer will be bound shall be those arising from the terms and conditions of Annex I attached to this Offer and those terms and conditions shall govern the relationship between Seller and Buyer relating to the subject matter thereof.

If not accepted by Seller prior to the Expiration Date, this Offer shall automatically expire and become null and void, and no Agreement between the Parties shall be deemed to exist.

Sincerely.

​

ANNEX I

TERMS AND CONDITIONS OF THE OFFER

Table of Contents

​

​

ANNEX I

TERMS AND CONDITIONS OF THE OFFER

​

This sale and purchase agreement (this “Agreement”) is entered into between Seller and Buyer.

​

RECITALS

​

WHEREAS, Seller is holder of one hundred per cent (100%) of the participating interest in the following hydrocarbon concessions: (i) Loma Jarillosa Este granted by Administrative Decision N° 216/97, as amended by Decree of the Governor of the Province of Neuquén N° 2100/2008, and converted into a non-conventional hydrocarbon concession by Decree of the Governor of the Province of Neuquén N° 2022-1281 (hereinafter, “Loma Jarillosa Este” or “LJE”); and (ii) Puesto Silva Oeste granted by Administrative Decision N° 216/97, as amended by Decree of the Governor of the Province of Neuquén N° 2100/2008, converted into a non-conventional hydrocarbons exploitation concession by Decree of the Governor of the Province of Neuquén N° 2022-1280, and excluding the portion of the block already reverted to the Province of Río Negro by Decree of the Governor of the Province of Río Negro N° 1113-2023 (the “Existing PSO CENCH”);

​

WHEREAS, the Province of Neuquén has notified Seller, by letter dated July 16, 2025, that the Province of Neuquén will initiate proceedings to terminate the Existing PSO CENCH in accordance with Article 2.B of the Investment Agreement (Acta Acuerdo) dated March 30, 2022;

​

WHEREAS, the holder of the PSO Conventional Concession (as such term is defined below) shall have the right to convert it into a new non-conventional hydrocarbons exploitation concession, pursuant to Article 27 bis of Law N°17,319;

​

WHEREAS, Seller is holder of one hundred per cent (100%) of the participating interest in a natural gas transportation concession between PSO and the NEUBA II gas pipeline, which was granted by the Administrative Decision N° 204/98, dated March 26, 1998 (“Transportation Concession”); and,

​

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller the Assets (as such term is defined below), on “as is, where is” basis and upon the terms and subject to the conditions set forth in this Agreement.

​

NOW, THEREFORE, in consideration of the premises and the covenants set forth herein and the benefits to be derived under this Agreement, the Parties hereby agree as follows:

​

​

1.1 The headings contained in this Agreement, in any Exhibit hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Exhibit but not otherwise defined therein, shall have the meanings as defined in this Agreement. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made part of this Agreement as if set forth in full herein. Unless expressly provided to the contrary, the terms “hereunder,” “hereof” “herein” and words of similar import are references to this Agreement as a whole and not any particular section or other provision of this Agreement. References to the singular shall include the plural, and vice versa. Except as otherwise expressly provided herein, any reference

in this Agreement to any contract or agreement shall mean such contract or agreement as amended, restated, supplemented or otherwise modified from time to time. “Include” and “including” as used in this Agreement, shall mean include or including without limiting the generality of the description preceding such term.

​

1.2For all purposes hereof:

​

“Accounting Firm” means Deloitte & Co. S.A. (Argentina), or any other accounting firm in Argentina agreed between Buyer and Seller.

“Affiliate” means a Person which controls, or is controlled by, or which is controlled by a Person which controls a Party.

​

“Agreement” means this sale and purchase agreement together with its Exhibits, and any valid extension, renewal or amendment thereof.

​

“Anti-Bribery Laws and Obligations” means (i) for all Parties the Laws relating to combating bribery and corruption, and/or the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries; (ii) any and all Laws relating to terrorism financing, money laundering or similar conduct or offense regarding money laundering, in all jurisdictions in which each Party operates, is located, or otherwise has been subject to, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended; and (iii) for each Party the laws relating to combating bribery, influence peddling, and corruption in Argentina, as well as the countries of such Party’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities, and/or in the countries of such Party’s ultimate parent company’s place of incorporation, principal place of business, and/or place of registration as an issuer of securities.

​

“Appointed Accounting Firm” has the meaning given in Section 3.4 of this Agreement.

​

“Argentine Antitrust Approval” means the authorization required by Argentine Antitrust Law for the transactions contemplated by this Agreement.

​

“Argentine Antitrust Law” means any Law of Argentina intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, or harm to competition (including, without limitation, Argentine Antitrust Law N° 27,442, Decree N° 480/2018, Resolution N° 40/2001 of the former Secretariat of Competition and Consumer Defense, Resolution N° 26/2006 of the former Secretariat of Technical Coordination and any other applicable law or regulation, as amended and complemented from time to time).

​

“Argentine Pesos” means the legal currency in Argentina.

​

“Assets” means the Concessions, the Transportation Concession and the Property in each case at the date that may correspond according to the context.

​

“Assumed Obligations” means, all obligations and liabilities of every kind and character (including, but not limited to, Environmental Liabilities), known or unknown, with respect to or

arising from or in connection with the Assets, regardless of whether such obligations or liabilities arose prior to, at, or after the Economic Date, including obligations and liabilities relating in any manner to the condition, use, or ownership or operation of the Assets.

​

“Bank Guarantee” shall have the meaning assigned to such term in Section 3.2.

​

“Base Purchase Price” means LJE Base Purchase Price plus PSO Base Purchase Price.

​

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Buenos Aires, Argentina and in New York, United States, are authorized or required by Law to close.

​

“Buyer” has the meaning given thereto in the introductory paragraph of the Offer.

​

“Buyer Account” means a bank account held in the name of Buyer, as informed in writing by Buyer to Seller.

​

“Buyer’s Fundamental Representations” are the representations and warranties made in Section 5.2 (i) through Section 5.2(v), Section 5.2 (x) and Section 5.2 (xi).

​

“Buyer Termination Damages” shall have the meaning assigned to such term in Section 10.4(a).

​

“Closing” shall have the meaning assigned to such term in Section 4.1.

​

“Closing Bonus” shall have the meaning assigned to such term in Section 3.1(c).

​

“Closing Date” means the date on which the Closing shall occur.

​

“CNDC” means the Argentine National Antitrust Authority (Comisión Nacional de Defensa de la Competencia) or any other agency that may replace it in the future pursuant to the Argentine Antitrust Law.

​

“Commercial Agreements” means those commercial agreements described in Exhibit “F” (Commercial Agreements).

​

“Control” means (a) the ownership directly or indirectly of more than fifty percent (50%) of the shares or voting rights in the company, partnership or legal entity, or (b) the power to direct or cause the direction of the management and policies in the company, partnership or legal entity, or (c) the right to appoint or remove a number of directors necessary to decide all matters on the board of directors of the company, partnership or legal entity.

​

“Concessions” means LJE and the PSO.

​

“Condition Precedent” has the meaning given to such term in Section 4.2.

​

“Confidential Information” means the fact of the Parties’ negotiations leading to this Agreement, the existence of this Agreement, the terms, conditions, and provisions of this Agreement and all information and documents which have been disclosed to any Party (or to any Person acting

on its behalf) by the other Party (or by any Person acting on its behalf) in connection with this Agreement or the transaction.

​

“Contracts with Suppliers” means those contracts described in Exhibit “D” (Contracts with Suppliers).

​

“Data Room” means the electronic data room in relation to the transaction of the Assets of this Agreement, hosted by Intralinks through the link www.intralinks.com.

​

“Data Room Documents” means the data, documents, correspondence and other information contained in the Data Room that were uploaded and made available to Buyer as of July 24, 2025. An index of the Data Room Documents is attached hereto as Exhibit “J” (Data Room Documents Index).

​

“Default Interest Rate” means Term SOFR plus six percent (6%).

​

“Disclosed” means facts, matters and any information disclosed to Buyer or its advisers by or in this Agreement, the Seller Disclosure Letter, the Data Room Documents and/or the Q&A (and “Disclosure” and “Disclose” shall be construed accordingly).

​

“Draft Public Deed” means the draft of public deed (minuta de escritura pública) as substantially transcribed in Exhibit “A” (Draft of Public Deed).

​

“Economic Date” means January 1^st, 2025.

​

“Economic Date Hydrocarbons Inventory” means the stock of Hydrocarbons attributable to the Concessions owned by Seller on December 31, 2024, as described in Exhibit “K” (Economic Date Hydrocarbons Inventory).

​

“Economic Date Materials Inventory” means any stock of materials attributable to the Concessions owned by Seller on December 31, 2024, excluding the Excluded Materials, as described in Exhibit “L” (Economic Date Materials Inventory).  

​

“Employees” means the employees of Seller that provide services for the Assets, as described in Exhibit “C” (Employees), which may be amended at Closing in accordance with the terms of Section 6.3(j).

​

“Encumbrance” means any mortgage, pledge, lien, hypothecation, trust, assignment by way of security or any other security interest of any kind however created or arising or any other agreement or arrangement (including, without limitation, a sale and repurchase arrangement) having similar effect.

​

“Environmental Laws” means all Laws of any Governmental Entity applicable to the Assets relating to pollution, natural resources, or the protection of the environment (including, but not limited to, NORM and Hazardous Wastes) and all regulations implementing the foregoing that are applicable to the Assets, or the ownership or operation of the Assets.

​

“Environmental Liabilities” means any and all environmental response costs (including costs to abandon, clean up, restore, and remediate the premises and adjacent lands covered by or related to the Assets in accordance with applicable agreements and Laws, costs to plug and abandon wells,

costs to dismantle or decommission and remove any property or wastes of whatever kind related to or associated with operations and activities conducted by whomever on the Assets), damages, natural resource damages, settlements, consulting fees, expenses, penalties, fines, orphan share, prejudgment and post-judgment interest, court costs, attorneys’ fees, and other liabilities incurred or imposed (a) pursuant to any order, notice of responsibility (including requirements embodied in Environmental Laws), injunction, judgment, or similar act (including settlements) by any Governmental Entity, arbitrator, or court of competent jurisdiction to the extent arising out of any violation of, or remedial obligation under, any Environmental Laws that are attributable to the ownership or operation of the Assets, or (b) pursuant to any claim or cause of action by a Governmental Entity or other Person for personal injury, property damage, damage to natural resources, remediation, or response costs to the extent arising out of any violation of, or any remediation obligation under, any Environmental Laws that are attributable to the ownership or operation of the Assets.

​

“Excluded Materials” means the materials attributable to the Concessions owned by Seller on December 31, 2024, as listed in Exhibit “G” (Excluded Materials).

​

“Execution Date” means the date the Offer is accepted by Seller.

​

“G&G Data” means seismic data and wells files (legajo de pozos) of the Assets.

​

“Governing Law” has the meaning given in Section 17 of this Agreement.

​

“Government” means, as applicable, the government of the Republic of Argentina, the Province of Neuquén and any Governmental Entity within Argentina or, as the context of the Agreement relates, outside Argentina.

​

“Governmental Entity” means, as applicable, any ministry, commission, department, agency, municipality, company, political subdivision or instrumentality of the Government (including any province of Argentina), or any court of competent jurisdiction or other governmental authority of the Government.

​

“Governmental Order” means any order, writ, judgment, injunction, decree, ruling or decision, entered by or with any Governmental Entity.

​

“Guarantor” means GeoPark Limited, a company organized and existing under the laws of Bermuda.

​

“Hazardous Wastes” means those wastes within the scope of Law N° 24,051 (Residuos Peligrosos).

​

“Hydrocarbons” means oil, gas, condensate, and other gaseous and liquid hydrocarbons or any combination thereof.

​

“Hydrocarbons Inventory” means any stock of Hydrocarbons attributable to the Concessions owned by Seller on the Closing Date.  

​

¨IFRS¨ means the International Financial Reporting Standards.

​

“Indemnified Party” has the meaning ascribed thereto in Section 7.6.

​

“Indemnifying Party” has the meaning ascribed thereto in Section 7.6.

​

“Inventory” means (i) the Hydrocarbons Inventory, plus (ii) the Materials Inventory, as calculated by Seller.  

​

“Law” means any statute, act, rule, regulation, ordinance, or order, or any standards or codes having the force of law, enacted or promulgated by any Governmental Entity.

​

“LJE Base Purchase Price” means USD 72,640,000 (Dollars Seventy Two Million Six Hundred and Forty Thousand).

​

“LJE Pending Claims” means the LJE Pending Claims listed in Exhibit “E” (Pending Claims).

​

“LJE Purchase Price” means LJE Base Purchase Price plus or minus the LJE Purchase Price Adjustment.

​

“LJE Purchase Price Adjustment” means the sum of all Monthly Exploitation Results corresponding to the LJE concession from the Economic date to the Closing Date less the Economic Date Hydrocarbons Inventory and the Economic Date Materials Inventory related to the LJE concession. The LJE Purchase Price Adjustment shall be determined in a manner consistent (absent manifest error) with the example statement of the Purchase Price Adjustment set forth in Exhibit “B” (Purchase Price Adjustment).

​

“Loss” or “Losses” means any and all losses and liabilities, including charges, costs, damages, fines, penalties, interest and reasonable legal, experts', consultants' and other professional fees and expenses.

​

“Materials Inventory” means any stock of materials attributable to the Concessions owned by Seller on the Closing Date, excluding the Excluded Materials.  

​

“Monthly Exploitation Results” means the results, capital expenditures and other adjustments attributable to the Assets, on an accrual basis, for any calendar month, as calculated in accordance with Exhibit “B” (Purchase Price Adjustment) provided however, that no results, capital expenditures and other adjustments accrued before the Economic Date or after the Closing date shall be included.

​

“Negative Antitrust Decision” has the meaning set forth in Section 6.3(d)(iii).

​

“New PSO CENCH” means a new non-conventional hydrocarbons exploitation concession to be granted by the Province of Neuquén to Seller or Buyer pursuant to Article 27 bis of Law N° 17,319.

​

“Non-Registered Property” means the non-registered assets (activos no registrables) directly used by Seller in the exploitation of the Concessions and the Transportation Concession as of the Closing Date, excluding the Excluded Materials, plus the Inventory.

​

“NORM” means Naturally Occurring Radioactive Material.

​

“Notary Public” means the notary public appointed by Buyer, whose appointment shall be subject to Seller’s prior approval, which shall not be unreasonably withheld.

​

“Notice” shall have the meaning set forth in Section 15.1.

​

“Offer” has the meaning given in the introductory paragraph of the Irrevocable Offer N° 1/2025 dated July 25, 2025.

​

“Offer Date” means the date on which the Irrevocable Offer N° 1/2025 dated July 25, 2025, is issued by Buyer.

​

“Pending Claims” means the LJE Pending Claims and the PSO Pending Claims, as listed in Exhibit “E” (Pending Claims).

​

“Permits” means any and all permits, authorizations, approvals, registrations, certificates, orders, waivers or other approvals and licenses relating to the Assets.

​

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, unincorporated organization, Governmental Entity or other entity.

​

“Property” means (x) the Non-Registered Property and (y) the Registered Property, in each case at the date that may correspond according to the context.

​

“Provincial Authorization” has the meaning given to such term in Section 4.2(a)(i).

​

“PSO” or “Puesto Silva Oeste” means, with reference to a specific moment indicated in any provision of this Agreement, the then existing: (i) the Existing PSO CENCH, (ii) the PSO Conventional Concession, or (iii) the New PSO CENCH.

​

“PSO Base Purchase Price” means USD 40,860,000 (Dollars Forty Million Eight Hundred and Sixty Thousand).

​

“PSO Conventional Concession” means the reinstated conventional hydrocarbons exploitation concession that results if the Existing PSO CENCH is reverted.

​

“PSO Pending Claims” means the PSO Pending Claims listed in Exhibit “E” (Pending Claims).

​

“PSO Pilot Pending Works” means the activities described in Article 6 of the Province of Neuquén Decree N° 1280/22 excluding location and roads that have already been executed.

​

“PSO Purchase Price” means PSO Base Purchase Price plus or minus the PSO Purchase Price Adjustment.

​

“PSO Purchase Price Adjustment” means the sum of all Monthly Exploitation Results corresponding to the PSO concession from the Economic date to the Closing Date less the Economic Date Hydrocarbons Inventory and the Economic Date Materials Inventory related to the PSO concession. The PSO Purchase Price Adjustment shall be determined in a manner consistent (absent

manifest error) with the example statement of the Purchase Price Adjustment set forth in Exhibit “B” (Purchase Price Adjustment).

​

“Public Deed” means the public deed (escritura pública) to vest the assignment and transfer of Seller’s title to the Concessions and/or the Transportation Concession in favor of Buyer as provided in Section 72, Law N° 17,319, and Article 95 of Law N° 2453 of the Province of Neuquén to be executed by and among Seller and Buyer.

​

“Public Official” means and includes: (i) any person holding a legislative, administrative or judicial office, including any person, officer or employee of any Governmental Entity, government-owned or controlled business entity, or any Person acting in an official capacity on behalf of any such Governmental Entity, government-owned or controlled business entity, (ii) any political party, (iii) any official of a political party, (iv) any candidate for political office or (v) any officer or employee of a public international organization (e.g., United Nations, International Monetary Fund, World Bank).  

​

“Purchase Price” means LJE Purchase Price plus PSO Purchase Price plus the Closing Bonus (if applicable).

​

“Purchase Price Adjustment” means the sum of the LJE Purchase Price Adjustment and the PSO Purchase Price Adjustment.

​

“Q&A” means the document named “Huemul_DD List_GeoPark Petrocuyo.xls”, containing the questions made by Buyer and answered by Seller via email, until June 12, 2025. A copy of the document named “Huemul_DD List_GeoPark Petrocuyo.xls” is attached hereto as Exhibit “O” (Copy of “Huemul dd list GeoPark Petrocuyo.xls”).

​

“Receiving Party” shall have the meaning set forth under Section 3.5(a).

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“Registered Property” means the registered assets (bienes registrables) directly used by Seller in the exploitation of Concessions and the Transportation Concession on the Closing Date. For reference, a list of the Registered Property as of the Offer Date is attached to this Offer as Exhibit “P” (Registered Property), which may be amended at Closing.

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“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York or any successor thereto.

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“Representatives” means (a) partners, employees, officers, directors, members, equity owners, and counsel of a Party or any of its Affiliates; (b) any consultant or agent retained by a Party or the parties listed in subsection (a) above; and (c) any bank, other financial institution, or entity funding, or proposing to fund, such Party’s operations in connection with the Assets, including any consultant retained by such bank, other financial institution, or entity.

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“Río Negro Area” means the portion of the original hydrocarbon area of Puesto Silva Oeste concession located in the province of Río Negro that was totally reverted to the Province of Río Negro pursuant to Decree N° 1113-2023 of the Governor of the Province of Río Negro issued on October 2^nd, 2023.  

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“Sanctions” means any economic, export, import, financial, diplomatic, military, trade or any other type of sanctions imposed by trade sanctions laws, regulations, embargoes, prohibitions, resolutions or other restrictive measures related to trade, negotiations, investments, use or disposition of assets, exports, financing, or the direct or indirect provision of goods, services, assets applicable to the Parties that have been enacted, applied, imposed or enforced by the World Bank, the United Nations, the United Kingdom, including those administered by Office of Financial Sanctions Implementation (OFSI) and Her Majesty’s Treasury of the United Kingdom, the United States of America, including those administered by the list of Specially Designated Nationals and Blocked Persons issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and by the U.S. Departments of State or Commerce, the European Union (“EU”) or any EU member state, as well as by any other unilateral or multilateral list, or any Governmental Entity applicable to each Party.

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“Sanctioned Jurisdiction” means a country, state, territory, or region which is subject to comprehensive economic or trade restrictions under Trade Control Laws applicable to any Party to the Agreement. As of the date of this Agreement, Sanctioned Jurisdictions include Cuba, Crimea and Sevastopol and other non-government-controlled territories of Ukraine, Iran, North Korea, and Syria.

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“Sanctioned Person” means a Person that is (i) resident, established or registered in a Sanctioned Jurisdiction; (ii) the subject or target of Sanctions.

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“Security Deposit” shall have the meaning ascribed to it in Section 3.2.

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“Seller” has the meaning given thereto in the introductory paragraph of the Offer.

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“Seller Account” means the bank account indicated in Section 22.

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“Seller Disclosure Letter” means the document titled “Seller Disclosure Letter” in the Data Room from Seller to Buyer dated as of July 24, 2025, containing specific disclosures in relation to each of the applicable Seller’s representations and warranties.

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“Seller’s Fundamental Representations” are the representations and warranties made in Section 5.1 (i) through Section 5.1(v), Sections 5.1(viii) and Section 5.1(ix).

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“Seller´s Knowledge” means regarding any representation or warranty qualified “to the knowledge of Seller” or “to Seller Knowledge” or “so far as Seller is aware” or “ known to Seller” or similar wording is limited to matters within the actual knowledge, following reasonable investigation or inquiry, of the individuals identified in Exhibit “N” (Seller’s Knowledge).

“Seller Termination Damages” shall have the meaning assigned to such term in Section 10.4(b).

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“Surface Rights” means all rights currently held by Seller and arising out of the Concessions to enter, occupy, cross or otherwise use or enjoy the surface of any lands covering or relating to the Concessions upon which the Property is situated, used to gain access to or in connection with the ownership or operation of the Concessions and the Property.

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“Tax” or “Taxes” means all taxes, including income tax, surtax, remittance tax, capital gains tax, presumptive tax, net wealth tax, value-added tax, withholding tax, gross receipts tax, real

property tax, sales tax, use tax, excise tax, ad valorem tax, tax on debits and credits on bank accounts, customs duties, stamp tax, documentary tax, registration tax, motor vehicle tax, alternative or add-on minimum tax, and any related charge or amount (including any fine, penalty, interest or addition to tax), imposed, assessed or collected by, for, or under the authority of any Argentine Governmental Entity.

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Term SOFR” means the forward-looking term rate based on the secured overnight financing rate (SOFR) for a one-month term that has been selected or recommended by the Relevant Governmental Body published on the due date applicable on the first Business Day of the relevant period in respect of which the interest is to be calculated. If for whatever reason Term SOFR is not published in respect of a relevant calculation day Term SOFR for that day shall be the last published rate for Term SOFR. Minimum Term SOFR value to be considered is zero.

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“Termination Date” shall have the meaning assigned to such term in Section 10.1(b)(iii).

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“Third Party Claim” has the meaning ascribed thereto in Section 7.6.

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“Trade Control Laws” means any laws concerning trade or economic sanctions or embargoes, trade controls on the imports, export, re-export, transfer or otherwise trade of goods, services or technology, anti-boycott legislation and any other similar regulations, rules, restrictions, orders or requirements having the force of law in relation to the above matters and in force from time to time, which are applicable to a party involved in the performance of the Agreement.

“Transportation Concession” has the meaning given to it in the Recitals.

“TSA” means the Technical Services Agreement described in Section 6.3(l).

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“Ultimate Parent Company Guarantee” has the meaning given to it in Section 24.

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“USD” or “Dollars” is the abbreviation of United States Dollars and means the legal currency of the United States of America.

“VAT” means the value added tax existing in the Republic of Argentina.

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Subject to the terms and conditions set out in this Agreement: (i) Seller does hereby agree to grant, sell, convey, assign and transfer the Assets and the Assumed Obligations to Buyer; and (ii) Buyer does hereby agree to purchase and acquire the Assets and assume the Assumed Obligations from Seller; provided, however, that certain financial benefits and burdens of the Assets shall be effective as of the Economic Date.

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For the avoidance of doubt:

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The Purchase Price shall be paid in USD as being this an essential condition for Seller. The VAT applicable on the transfer of movable property comprised in the Property on the Closing Date shall be paid in Argentine Pesos. Any payments hereunder shall be in cash, by wire transfer, in immediately available funds, from the Buyer Account to the Seller Account.  

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The Buyer shall make all withholdings required by applicable Law from the Purchase Price. The Buyer undertakes to comply with all tax and legal obligations related to the transaction, ensuring that the withheld amounts are duly reported and deposited with the relevant authorities. Buyer will provide Seller with certified copies of tax receipts evidencing such withholding and payment.

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In order to secure the payment of the Seller Termination Damages, on the Execution Date Buyer shall wire transfer from the Buyer Account, in immediately available funds, in USD and to the Seller Account, an amount equal to 20% (twenty percent) of the Base Purchase Price, equivalent to USD 22,700,000 (Dollars Twenty Two Million Seven Hundred Thousand) (the “Security Deposit”). The Buyer hereby pledges to Seller, as the secured party, as security for the payment of the Seller Termination Damages, and grants to Seller, a first priority continuing prenda against the Security Deposit. In no event shall the Security Deposit be construed as a down, advance or anticipated payment of the Purchase Price.

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To guarantee the payment of the Security Deposit, within three (3) Business Days from the Offer Date, Buyer shall deliver via swift an on-demand bank guarantee in favor of Seller issued by a first-class bank (the “Bank Guarantee”).

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The transfer of the Security Deposit is an essential condition of this Agreement, and therefore, if: (i) the Security Deposit is not ordered on the Execution Date and is not credited into the Seller Account on or before 11:59 p.m. (Buenos Aires Time) on the Business Day immediately following the Execution Date, and (ii) Seller is not able to enforce the Bank Guarantee and receive the payment into the Seller Account of the amount equivalent to the Security Deposit within two (2) Business Days from the day following the deadline established in (i) above, the Agreement shall become null and void automatically, and no Agreement between the Parties shall be deemed to exist.

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Seller shall exercise such care as may be necessary to ensure safe custody of the Security Deposit, so that, in the event that the Security Deposit has to be returned to the Buyer, it is returned to Buyer Account in full and in immediately available USD.

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Except for Seller’s obligation established in the preceding paragraph, Seller shall have no further obligation with respect to the Security Deposit.

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Seller shall be entitled to hold the Security Deposit or to appoint an agent (a “Custodian”) to hold the Security Deposit for Seller, at the Seller’s sole cost and responsibility. The holding of the Security Deposit by a Custodian shall be deemed to be the holding of the Security Deposit by Seller for which the Custodian is acting. Seller shall, notwithstanding any provision under applicable law, have the right to invest, use, commingle or otherwise dispose of, or otherwise use in its business the Security Deposit.

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At Closing, (a) Buyer shall pay to Seller, (i) the Base Purchase Price, minus (ii) the Security Deposit, which shall be credited to Seller Account as partial payment, plus (iii) the Closing Bonus (if applicable); and (b) Buyer shall pay Seller the corresponding VAT applicable on the transfer of the movable property comprised in the Property on the Closing Date, as required by Argentine Tax Law.  

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Seller shall invoice the movable property comprised in the Property including the corresponding VAT applicable under Argentine Tax Law. The applicable VAT shall be paid in Argentine Pesos.

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Within twenty (20) Business Days after Closing, Seller will calculate and send to Buyer the Purchase Price Adjustment. To the extent the relevant records or other information, financial systems or databases are not available to Seller after Closing, Buyer shall provide Seller and Sellers’s accountants, in a timely manner access to all relevant records, work-papers, or such information, financial systems and databases that are in the possession or under the control of Buyer, as Seller or Seller’s accountants shall reasonably request.

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After receiving the Purchase Price Adjustment from Seller, Buyer will have twenty (20) Business Days to review and object to any concept included in the Purchase Price Adjustment, including the reasons supporting the objection. In order to review the Purchase Price Adjustment and, Buyer shall be entitled to hire an independent auditor or consultant, at Buyer’s sole cost and responsibility, who shall be given access to all necessary and reasonable supporting documents and

information. In case Buyer does not object to the calculation within the abovementioned period, it will be understood that the Purchase Price Adjustment sent by Seller is correct, final and binding between the Parties.

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If an objection to the calculation occurs, both Parties will cooperate in good faith to solve the dispute. If, after twenty (20) Business Days from the presentation of the objection, the Parties do not reach an agreement regarding the Purchase Price Adjustment, the Accounting Firm will be appointed by the Parties (the “Appointed Accounting Firm”). The Appointed Accounting Firm shall determine conclusively and without appeal the Purchase Price Adjustment, in accordance with IFRS and this Agreement. The Parties will equally share all related cost and expenses incurred in the said determination. In this case, the Appointed Accounting Firm shall determine the Purchase Price Adjustment within a term of (30) thirty Business Days from the date the corresponding firm was contracted, and Parties shall make reasonable commercial efforts to provide said firm with all corresponding documentation within (5) five Business Days from the date thereof.

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Once the Purchase Price Adjustment shall have become final and binding upon the Parties as a result of the procedure set forth above, the corresponding Party shall pay the other Party within the following five (5) Business Days. If the Purchase Price Adjustment is positive, Seller will pay an amount equivalent to the Purchase Price Adjustment to Buyer; and if the Purchase Price Adjustment is negative, Buyer will pay an amount equivalent to the Purchase Price Adjustment to Seller.

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Any payments under this Section 3.4 shall be in cash, by wire transfer, in immediately available funds, in USD,  from an account owned by Buyer or Seller (as the case might be) and to Seller Account or Buyer Account (as the case might be).

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the Receiving Party shall also have the right to instruct the other Party on: (x) the series and maturity date of the sovereign debt instrument denominated in USD, and/or (y) the series maturity date of any other public or private bond or tradable security issued in such jurisdiction and denominated in USD. Nothing in this Section 3.5(a) shall be construed to entitle any Party to refuse to make payments in USD as and when due for any reason whatsoever (other than full and final payment indefeasibly in cash in USD of all amounts due under this Agreement). To the fullest extent permitted under applicable Law, each Party hereby irrevocably and unconditionally waives (A) any rights it may have in any jurisdiction to pay any amount under this Agreement in a currency or currency unit other than USD, or (B) the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in USD (assuming liability for any force majeure or act of God), or similar defenses or principles (including, without limitation, equity or sharing of efforts principles, “onerosidad sobreviviente”, “lesión enorme” or “abuso del derecho” (including any right or benefit it may have under Section 10, Section 1,090, Section 1,091 and/or Section 1,732 of the Argentine Civil and Commercial Code).

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Notwithstanding anything to the contrary herein, (i) if Buyer fails to pay when due any amounts due pursuant this Agreement, Buyer shall bear interest on any amount not paid from the date due until paid in full at the Default Interest Rate; (ii) if Seller fails to pay Buyer when due any amounts due pursuant to this Agreement, Seller shall bear interest on any amount not paid from the date due until paid in full at the Default Interest Rate.

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Closing of the transactions contemplated hereby (the “Closing”) shall take place in the offices of Seller located in Lima 339, City of Buenos Aires, Argentina, within ten (10) Business Days after fulfillment of the conditions to Closing set forth in Section 4.2 (other than those conditions that by their terms are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver in writing of such conditions at the Closing) or at such other time and/or place as the Parties may agree in writing, provided that all of the obligations set forth in Section 4.5 and the conditions to Closing are fulfilled, satisfied or waived at Closing in accordance with this Agreement.

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The obligation of Buyer to consummate the acquisition of the Assets at the Closing is subject to the satisfaction (or waiver by Buyer in writing) as of the Closing Date of the following conditions precedent:

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The obligation of Seller to consummate the sale and delivery of the Assets to Buyer at the Closing is subject to the satisfaction (or waiver by Seller in writing) as of the Closing of the following conditions:

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Subject to Section 10.1(b)(iii), neither Buyer nor Seller may rely on the failure of any condition set forth in Section 4.2 to be satisfied if such failure was caused by such Party’s failure to act in good faith or to use its best reasonable efforts to cause the Closing to occur.

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At Closing:

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Seller hereby represents and warrants to Buyer, as at the Offer Date (except for the Seller’s Fundamental Representations that shall be deemed to be repeated immediately before Closing) or, if a representation or warranty is made as of a specified date, as of such specified date only, as follows:

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Seller is a corporation (sociedad anónima) duly incorporated, validly existing and in good standing under the Law of Argentina and is duly registered in the Republic of Argentina and has the power to own its assets and carry on its business as it is being conducted.

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Seller has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, have been duly and properly taken, and no further shareholder action on the part of Seller is required. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency or similar Law affecting creditors’ rights generally and general principles of equity.

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The execution and delivery of this Agreement by Seller does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof shall not, conflict with, or result in any violation of or default (with or without notice of lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Encumbrance of any kind upon any of the Assets at Closing under, any provision of:

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and which have or could reasonably be expected to have a material adverse effect on the ability of Seller to consummate the transactions contemplated hereby.

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Except for consents or approvals of or filings with applicable Governmental Entities in connection with the transfer of the Assets pursuant to this Agreement and the Conditions Precedent established in Section 4.2(a)(i), Section 4.2(a)(ii) and Section 4.2(a)(iii), no consent, approval, authorization or permit of, waiver by, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Seller, or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby.

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Seller is the sole and beneficial owner of the Assets, and the Assets are free and clear of any Encumbrance; provided however that (i) pursuant to the Investment Agreement (Acta Acuerdo) dated March 30, 2022, signed by and between Seller and the Province of Neuquén for the granting of the Existing PSO CENCH, Seller committed to carrying out certain activities set forth in the Pilot Plan for Puesto Silva Oeste before June 30, 2025, under penalty of having the Existing PSO CENCH reverted to a conventional hydrocarbon exploitation concession; (ii) Seller did not complete all of the activities established in the Pilot Plan for the Existing PSO CENCH by the deadline; and (iii) on July 16, 2025, the Province of Neuquén has notified Seller that it will initiate a proceeding to terminate the Existing PSO CENCH, in accordance to Article 2 B of Investment Agreement (Acta Acuerdo) dated March 30, 2022.

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There are no bankruptcy, reorganization or arrangement proceedings pending, or, to the knowledge of Seller, threatened by any third party or by any judicial or governmental authority due to insolvency or lack of compliance of Seller’s obligations, against Seller.

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Neither Seller nor any Affiliate of Seller has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement for which Buyer shall incur any liability.

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Neither Seller, nor any of its Affiliates nor, to Seller’s Knowledge, any of its employees, officers and directors are on the Offer Date nor shall be on the Closing Date (a) organized, resident, or located in any Sanctioned Jurisdiction; (b) a Sanctioned Person; or (c) owned, directly or indirectly, 50% or more, or otherwise controlled, by an individual or entity or individuals or entities described in subsection (a) or (b) above.

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In connection with the negotiation, execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, Seller represents, warrants, and covenants, as of the Offer Date and as of the Closing Date, that:

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Except as disclosed in the Seller Disclosure Letter, Seller is not a party to any litigation or arbitration proceedings pending, or to Seller’s Knowledge, threatened in writing against Seller in relation to the Assets, (i) for an amount over US$ 100,000 (or its equivalent amount of Argentine Pesos), arising out of the same facts, events or circumstances, or of any single claim or series or groups of related or similar concept claims, or (ii) that would materially impair the ability of Seller to operate the Concessions in the ordinary course of business.

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Except as disclosed in the Seller Disclosure Letter, and so far as Seller is aware, it is not in material breach of, violation of or default under the Concessions.

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Since the Economic Date Seller has conducted operations in the Concessions in all material respects in a diligent way consistent with past practices.

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The copies of all material reports, studies, written notices from environmental Governmental Authorities, tests, analyses, certificates and other documents specifically addressing environmental matters related to Seller’s operation of the Concessions and the Transportation Concession that are known to Seller, have been Disclosed. In addition, (i) Seller has operated its businesses in connection with the Assets in accordance with applicable Environmental Laws in all material respects; and (ii) except as disclosed in the Seller Disclosure Letter, Seller has not received any written claim in connection with Environmental Law matters, with an economic impact of more than US$ 100,000 (or its equivalent amount of Argentine Pesos), so far as Seller is aware, there are no suits, actions, inquiries, investigations, prosecutions or other proceedings relating to Environmental Laws or to alleged material violation of Environmental Laws, either pending or threatened in writing in connection with the Assets, other than the Pending Claims  as disclosed in the Seller Disclosure Letter.

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Except as disclosed in the Seller Disclosure Letter, there are no wells located on the properties included in the Concessions that Seller has assumed  the obligation to plug and abandon under Applicable Law or contract.

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There are no material defaults or breaches by Seller under the Contracts with Suppliers or the Commercial Agreements; and (ii) as Seller is aware, no event has occurred that with notice or lapse of time or both would constitute a material default or breach under any such Contracts with Suppliers or Commercial Agreements.  Relevant copies of the contracts and amendments of each of the Contracts with Suppliers and Commercial Agreements are included in the Data Room Documents.

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Except as disclosed in the Seller Disclosure Letter, there are no owners or occupiers of the surface interests to which the Concessions relate other than those Disclosed. Compensation is paid to such surface rights owners pursuant to existing arrangements, complete copies -when applicable- of which and of any amendments thereto are included in the Data Room Documents. So far as Seller is aware, it is not in breach of, violation of or default under any contract or arrangement between Seller and any such surface rights owner, and, no event has occurred which with notice or lapse of time, or both, would become a breach of or default under any such contract or arrangement by Seller or any surface rights owner.

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Other than the Employees, Seller has no other personnel employed exclusively rendering services in respect of the Assets. In relation to the Employees, the information included in Exhibit “C” (Employees) is correct, and all such information is accurately reflected and registered in the applicable books and registries as required by Law in all material respect. Registered labor and social security information has always reflected, in all material respects, the actual situation of each employee, especially concerning starting date and registered salary. In respect of the Employees, Seller is and has been in compliance with any applicable Law, in all material respects, relating to employment Law.

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No royalties or surface fees (canon) are due by Seller in connection with the Concessions.

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Except expressly represented in this Section 5.1, none of Seller nor any of its Affiliates or Representatives makes or has made any representation or warranty in connection with the transactions contemplated by this Agreement.

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Buyer hereby represents and warrants to Seller as at the Offer Date (except for the Buyer’s Fundamental Representations that shall be deemed to be repeated immediately before Closing) or, if a representation or warranty is made as of a specified date, as of such specified date only, as follows:

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Buyer is a limited company duly organized, validly existing and in good standing under the Laws of Argentina. Buyer has, and will have at Closing, full corporate power and authority to own, lease or otherwise hold the Assets and conduct its business in the manner presently conducted, and is duly qualified to conduct business in Argentina and each other jurisdiction where the nature of its business or its ownership or leasing of assets makes such qualification necessary, and meets all and every necessary legal, financial and technical qualities and requirements required under applicable law in order to become titleholder of the Assets and the operator of the Concessions.

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Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. All corporate acts required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and properly taken, and no further corporate action on the part of Buyer is required. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency or similar Law affecting creditors’ rights generally and general principles of equity.

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The execution and delivery of this Agreement do not and shall not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof shall not, (i) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or (ii) give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or (iii) result in the creation of any Encumbrance of any kind upon any of the assets of Buyer under, any provision of:

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and which have or could reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

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Buyer has, and at the Closing Date and/or at other different payment dates shall have, on an unconditional basis, cash available sufficient to enable it to consummate the transactions contemplated by this Agreement, including but not limited to payment of the Purchase Price.

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The funds applied and to be applied to the payment of the Purchase Price and the Security Deposit do not and will not represent proceeds of crime for the purpose of any Anti-Bribery Laws and Obligations to which it is subject, have not been obtained from a Sanctioned Person or come from a Sanctioned Jurisdiction, and Buyer is in compliance with, and has not previously violated, any Anti-Bribery Laws and Obligations to with it is subject. Only Buyer (and not its Affiliates or a third party) shall make payments to Seller, except with Seller’s prior written consent.

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Except for consents or approvals of or filings with applicable Governmental Entities in connection with the transfer of the Assets pursuant to this Agreement and the Conditions Precedent established in Section 4.2(a)(i), Section 4.2(a)(ii) and Section 4.2(a)(iii), no consent, approval, authorization or permit of, waiver by, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Buyer, or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer, or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby.

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Neither Buyer nor any Affiliate of Buyer has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement for which Seller shall incur any liability.

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Buyer is an experienced and knowledgeable investor in the oil and gas business, Buyer shall be able to bear the economic risks of its acquisition and ownership of the Assets and is capable of evaluating the merits and risks of the Assets and Buyer’s acquisition and ownership thereof. Prior to entering into this Agreement, Buyer was advised by its counsel and such other persons it has deemed appropriate concerning this Agreement, provided that Buyer’s consultations and investigations shall not relieve Seller of any liability with respect to its representations and warranties hereunder. Buyer has relied solely on an independent investigation and evaluation of, and appraisal and judgment with respect to, the geologic and geophysical characteristics of the Assets, the estimated reserves recoverable therefrom, and the price and expense assumptions applicable thereto. Without limiting the generality of the foregoing, and notwithstanding any other provision within this Agreement to the contrary, Buyer acknowledges and agrees that Seller makes no representations or warranties other than those expressly made herein, and specifically that Seller makes no representations or warranties as to (i) the amount, quality or recoverability of petroleum, gas, condensate or other reserves attributable to the Assets, (ii) any geological, geophysical, engineering, economic or other interpretations, forecasts or evaluations, (iii) any forecast of expenditures, budgets or financial projections, (iv) the condition or producibility of reservoirs; (v) the existence of any prospect, recompletion, infill, or step-out drilling opportunities; (vi) any estimates of the value of the Assets or future revenues generated thereby; (vii) the production of Hydrocarbons from the Assets, or any production or decline rates; and (viii) the maintenance, repair, condition, quality, suitability, design or marketability of the Assets.

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There are no bankruptcy, reorganization or arrangement proceedings pending against, or, to the knowledge of Buyer, threatened by any judicial or governmental authority due to insolvency or lack of compliance of Buyer’s obligations, against Buyer.

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Buyer is duly qualified under applicable law to become the holder and operator of the Concessions and the Property as of the Closing Date, and has, and will have at the Closing Date, all the Permits required, therefore.

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Neither Buyer nor any of its Affiliates nor, to Buyer’s knowledge, any of its employees, officers and directors are on the Offer Date nor shall be on the Closing Date (a) organized, resident, or located in any Sanctioned Jurisdiction; (b) a Sanctioned Person; or (c) owned, directly or indirectly, 50% or more, or otherwise controlled, by an individual or entity or individuals or entities described in subsection (a) or (b).

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Buyer has delivered to Seller the Due Diligence Questionnaire requested by the Seller as an affidavit, providing all the requested information, which on the Offer Date is true and correct in all material aspects. Buyer represents that the information provided in the Due Diligence Questionnaire shall be true and correct in all material respects on the Closing Date.

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In connection with the negotiation, execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, Buyer represents, warrants, and covenants, as of the Offer Date and as of the Closing Date, that:

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The only Seller’s representations and warranties in respect of Environmental Matters are the representations and warranties set out in Section 5.1.(xiii) (Environmental Matters) and each of the other Seller’s representations and warranties shall be deemed not to be given in respect of Environmental Matters.

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Buyer acknowledges and agrees that at the time of entering into this Agreement it does not have:

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and such acknowledgement shall be binding on any person bringing a claim under or in connection with the Seller’s representations and warranties.

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Seller covenants and agrees as follows:

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Seller shall promptly notify Buyer of, and furnish to Buyer any information of any event or condition between the Execution Date and the Closing Date that (i) would have a material adverse effect on the Assets, or (ii) would cause any of the conditions precedent to Buyer’s obligation to consummate the purchase and sale of the Assets not to be fulfilled.

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Between the Execution Date and the Closing Date, Seller shall not, to the extent it is able to do so having regard to applicable Law and the provisions of the Concessions:

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without Seller having first obtained the consent of Buyer.

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Notwithstanding anything to the contrary, nothing contained in this Agreement shall give Buyer, directly or indirectly, prior to the Closing, the right to control or direct the operations of the Assets by Seller.

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Immediately after the Execution Date, Buyer shall use its reasonable commercial efforts to comply with all necessary governmental requirements regarding guarantees as may be required for its ownership and/or operatorship of the Assets.

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Buyer shall (x) use commercially reasonable efforts and cause the Notary Public to register the applicable public deeds (escrituras públicas) before the corresponding Governmental Entity; and (y) bear all costs and expenses related to the participation of the Notary Public under this Agreement.

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Within ninety (90) days after Closing, Buyer shall eliminate the name “Pluspetrol S.A.” or “Pluspetrol”, as applicable, any variants thereof from the Assets and shall have no right to use any logos, trademarks, or trade names belonging to Seller or any of its Affiliates.

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On and after the Closing Date, (i) the Assets shall cease to be insured by any of the insurance policies hired by Seller, and (ii) Buyer shall be solely responsible for obtaining or providing insurance coverage for the Assets for any event or occurrence on and after

the Closing Date, sufficient to comply with any and all of the contractual and statutory obligations of Buyer with regard to the Assets.

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As soon as practicable after the Execution Date, Buyer shall submit an application to register with the Registry of Hydrocarbon Pipeline Transportation Companies (Registro de Empresas de Transporte de Hidrocarburos por Ductos), the Provincial Registry of Hydrocarbon Companies (Registro Provincial de Empresas Hidrocarburíferas) required to own and operate the Transportation Concession an to complete such registration as soon as possible, and in any case before the issuance of the authorization for the transfer of the Transportation Concession to Buyer. Any costs related with these registrations will be exclusively assumed by Buyer. Buyer shall comply at the earliest practicable date with any additional request from the Governmental Entities to complete the registration. Buyer shall provide, at Seller’s reasonable request, with written reports and/or submitted documents informing Seller of the status of progress of such procedures.

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Seller and Buyer covenant and agree as follows:

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Buyer and Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors, Affiliates and representatives to cooperate with each other, for the period reasonably necessary following the Execution Date of this Agreement to ensure the orderly transition of the Assets from Seller to Buyer and to minimize any disruption to the respective businesses of Seller or Buyer that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Buyer and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors, Affiliates and representatives access, during normal business hours, to such information and assistance relating to the Assets as is reasonably necessary for financial reporting and accounting matters relating to the Assets.

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As soon as is practicable after the Execution Date, Seller and Buyer shall duly compile, prepare and, if applicable, execute as required under applicable Laws and regulations, all documents, certificates and forms, including, but not limited to, a letter to be filed before the Government requesting its authorization for the assignment and transfer of Seller’s Assets in favor of Buyer as provided in Section 72 of the Law N° 17,319 and art. 95 of Law N° 2453 of the Province of Neuquen, and Parties shall keep each other fully informed as to their progress in compiling, preparing and, if applicable, executing such documents, certificates and forms.

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The Parties must approve any written communications by Buyer or Seller prior to the Closing Date with any Governmental Entity about the consummation of the sale and purchase of the Assets hereunder, provided that either Party may respond to inquiries or to correspondence received from any Governmental Entity.

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No press release or written public announcements concerning the transactions contemplated hereby shall be issued by either Party or its Affiliates without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by Law or the rules or regulations of any securities exchange having jurisdiction over the Party or its Affiliates, in which case the Party required to make the release or announcement shall allow to the extent practicable, the other Party reasonable time to comment on such release or announcement in advance of its issuance.

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During the interim period between the Execution Date and the Closing Date Buyer shall be able to publish exploitation and financial information relating to the results generated by the Assets, for market informational purposes only, with Seller’s prior written consent, which may be withheld at Seller’s sole discretion and without cause.

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Buyer and Seller shall use their respective best reasonable efforts to cause the Closing to occur as soon as possible.  

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From time to time, as and when requested by either Party hereto, the other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as shall be reasonably necessary to consummate the transactions contemplated by this Agreement.

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Neither Party nor any of their respective Affiliates or agents has made or shall make, with respect to this Agreement, the Assets or operations conducted in respect thereof or any business in Argentina related thereto, any offer, payment, promise to pay, or authorization of payment of any money, or any offer, gift, promise to give, or authorization of the giving of anything of value, which would cause any of the Parties hereto, or any of their respective Affiliates (with respect to business activities in Argentina) to have violated or be in violation of any Law.

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Effective upon Closing, Buyer shall assume and shall replace Seller in the Contracts with Suppliers. Each Party shall use its reasonable commercial efforts to cause this assumption and replacement to occur as soon as possible.

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For a period of no less than six (6) months after the Closing Date, Buyer shall not undertake any act to unilaterally terminate the Contracts with Suppliers without cause (the existence of cause to be determined by the Buyer at its reasonable opinion).

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During the interim period between Execution Date and Closing Date, Seller shall be entitled to, at its own discretion, enter into, extend, amend, or terminate any Contract with Suppliers, in the ordinary course of business, with a previous consultation to the Buyer.

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During the interim period between the Execution Date and the Closing Date, Buyer shall be entitled, in coordination with Seller, to engage in conversations with potential service suppliers, including service suppliers currently rendering services in the Concessions, as required for the takeover of operations in the Concessions.

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Effective upon Closing, Buyer shall assume and shall replace Seller in the Commercial Agreements. Each Party shall use its reasonable commercial efforts to cause this assumption and replacement to occur as soon as possible.

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For a period of no less than six (6) months after the Closing Date, Buyer shall not undertake any act to unilaterally terminate the Commercial Agreements.

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During the interim period between Execution Date and Closing Date, Seller shall be entitled to, at its own discretion, enter into, extend, amend, or terminate any Commercial Agreement, in the ordinary course of business, with a previous consultation to the Buyer.

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The Parties will use their respective reasonable commercial efforts to consummate (i) the termination, on the Closing Date, of the employment relationship of the Employees with Seller under Section 241 or Section 245 of Argentina’s Employment Contract Law N° 20,744 (“ECL”), at Seller’s own discretion, and at the exclusive cost of Seller in respect of any statutory severance or other termination compensation due to such Employees, and (ii) the subsequent hire of the Employees by Buyer, on the Closing Date, at the exclusive cost of Buyer.

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The Parties shall use their respective reasonable commercial efforts to obtain any individual consent of the Employees required to implement and document the termination of the employment relationship between the Employees and Seller, and the subsequent hire of the Employees by Buyer. To the extent needed, Seller shall continue to use its reasonable commercial efforts to obtain any remaining consents or approvals after Closing, and both Parties shall continue to cooperate and work together in good faith to implement the termination and subsequent hiring of the Employees after Closing, provided however, that if the obtainment of the remaining consents and approvals has not occurred within thirty 30 days after the Closing Date, Buyer shall not be obligated to hire any Employees whose consent and approval is obtained after the expiry of such term, except where the failure to obtain such consent or approval within the above term is due to exceptional circumstances beyond Seller’s reasonable control, in which case the Parties shall negotiate in good faith a reasonable extension of such term. In any event, as between the Parties, the transfer (and any liability for) of any such Employees shall be deemed to have occurred effective as of Closing Date.

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The Employees shall be hired by Buyer maintaining at least the same employment terms, conditions (including the same vacation leave period), compensation, and benefits (as applicable) that such Employees were entitled to receive as of Closing Date.

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For a period of no less than twelve (12) months after the Closing Date, Buyer shall not undertake any layoffs or terminations affecting said Employees without cause.

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During the interim period between Execution Date and Closing Date, Seller shall be entitled to terminate the employment of any Employee, and to replace such Employee by hiring a new employee, who, after being hired, shall be considered an Employee, provided that it does so in the ordinary course of business. Seller shall keep Buyer informed about any change in Exhibit “C” (Employees).

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If the Laws or instruments governing any Surface Rights require any consent from or notice to any counterparty or authority for their terms to be enforceable by Buyer as a successor in interest of Seller in the Concessions, then Seller agrees to use its reasonable commercial efforts to obtain any such consent or to provide any such notice by the Closing Date or as soon as practicable thereafter.

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From the Execution Date, the Parties shall negotiate a Technical Services Agreement (“TSA”), which shall include the general terms and conditions applicable to the provision of a set of services to be agreed upon between Seller and Buyer, which shall reflect the key preliminary terms set forth in the term sheet attached hereto as Exhibit “I” (Technical Services Agreement). Such TSA shall be entered into by the Parties no later than the Closing Date.

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For the avoidance of doubt, the TSA shall serve as a master agreement establishing the material terms and conditions  for the provision of certain services to the Buyer from time to time. Any such services shall be the subject of separate work orders, statements of work, or similar agreements (“Service Orders”), on a case-by-case basis after the Closing Date. Each Service Order may contain specific terms and conditions applicable to the relevant services that shall be in accordance with those terms and conditions already agreed between Seller and the relevant service supplier.

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During the interim period between the Execution Date and the Closing Date, the Parties shall establish a steering committee to be comprised of up to two (2) representatives of each Party, which shall meet, whether face-to-face or remotely, at least twice in each calendar month to discuss any significant issue affecting the Assets and affecting or delaying the Provincial Authorization or otherwise delaying the Closing.

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From and after Closing, Seller shall indemnify fully, hold harmless and defend Buyer, its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (each a “Buyer Indemnified Party”) from and against any Loss, liability, claim, damage or expense (including reasonable and documented legal fees and expenses) suffered or incurred by any such Buyer Indemnified Party to the extent arising from:

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From and after Closing, Buyer shall indemnify fully, hold harmless and defend Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (each a “Seller Indemnified Party”) from and against any Loss, liability, claim, damage or expense (including reasonable and documented legal fees and expenses) suffered or incurred by any such Seller Indemnified Party to the extent arising from:

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No Indemnifying Party shall have any liability under Section 7.1 or Section 7.2 to the extent such liability: (a) arises directly as a result of any action taken or omitted to be taken by the Indemnified Party or any of the Indemnified Party’s Affiliates that would constitute a breach of this Agreement; (b) results from grossly negligent and/or intentional actions or willful misconduct of any Indemnified Party or its Affiliates after Closing; or (c) gives rise to any punitive, incidental, consequential, special, exemplary or consequential damages, lost profits or diminution in value, arising in connection with or with respect to this Agreement, unless in each case such amount is actually owed by an Indemnified Party to a third party pursuant to a Third Party Claim.

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Each of Seller and Buyer acknowledges and agrees that, after Closing, notwithstanding any other provision of this Agreement to the contrary, the sole and exclusive remedy of any Indemnified Party with respect to claims for Losses or otherwise, in connection with, arising out of or resulting from the subject matter of this Agreement and the transactions contemplated hereby and thereby shall be in accordance with, and limited solely to indemnification under, the provisions of this Section 7.

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The amount of any Loss, liability, claim, damage, expense or Tax for which indemnification is provided under this Section 7 shall be net of any amounts recovered collectively by the Indemnified Parties under insurance policies (other than amounts subject to reimbursement to insurers of the Indemnified Party and other insurance or reinsurance policies issued by the Indemnified Party or its Affiliates) with respect to such loss, liability, claim, damage, expense or Tax.

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The obligations of Seller to indemnify and hold harmless a Buyer Indemnified Party hereto pursuant to this Section 7, shall terminate as set forth in Section 7.9(d); provided, however, that such indemnities shall not terminate with respect to any item as to which notice of such claim (stating in reasonable detail the basis of such claim) has been delivered to Seller before the expiration of the applicable period.

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In order for a Buyer Indemnified Party or a Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), Buyer or Seller (as the case may be) must notify the other Party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim (including copies of all notices and documents received and reasonable details of the matter or circumstance giving rise to such Third Party Claim); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the Indemnifying Party demonstrates that it has been materially prejudiced as a result of such failure.

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The Indemnifying Party shall have the right for a period starting upon receipt of notice and ending on a date on which half of the term to file the defense lapses, as it is established in the applicable proceeding, if any, but in no event such period to be longer than thirty (30) days from receipt of notice, to notify the other Party that it admits its responsibility under this Section 7 and desires to defend, at its sole cost and expense, the Third Party Claim, and in this case the Indemnifying Party shall have full control of the defense of such Third Party Claim and the Indemnified Party may participate in, but not control, the defense of such Third Party Claim. Otherwise, the Indemnified Party shall have the right to control the defense of such Third Party Claim and the Indemnifying Party may participate in, but not control, the defense of such Third Party Claim. The Indemnified Party is authorized, prior to receipt of a response from the indemnifying party, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party.

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If the Indemnifying Party is controlling the defense of the Third Party Claim, the Indemnifying Party may not, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld, settle such a Third Party Claim or consent to the entry of a judgment with respect thereto which (i) imposes on the Indemnified Party any material non-financial obligation, or any financial obligation outside of the scope of the Indemnifying Party’s indemnification obligations under this Section 7 or (ii) does not result in a final resolution of the Indemnified Party’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release reasonably approved by the Indemnified Party).

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If the Indemnified Party is controlling the defense of the Third Party Claim and desires to settle the Third Party Claim, Buyer or Seller (as the case may be) shall first send written notice of the proposed settlement to the Indemnifying Party and the Indemnifying Party shall have the option for ten (10) days following receipt of the notice to admit in writing its responsibility under this Section 7 and assume the defense of the Third Party Claim, including the ability to reject the proposed settlement; provided that the Indemnifying Party shall not unreasonably reject the proposed settlement. If the Indemnifying Party fails to exercise this option within the allowed period it shall be deemed to have waived any right to object to the terms of the settlement.

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In the event that any Indemnified Party should have a claim against any Indemnifying Party under Section 7.1 or Section 7.2 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, Buyer or Seller shall deliver written notice of such claim with reasonable promptness to the Indemnifying Party. The failure by Buyer or Seller (as the case may be) to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party under Section 7.1 or Section 7.2, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by such failure.

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Buyer and Seller shall cooperate with each other with respect to resolving any claim or liability with respect to which one Party is obligated to indemnify the other Party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability and providing the other Party with reasonable access to such Party’s records and personnel in connection with any indemnity claim under this Section 7; provided that all such records and information provided to such Party shall be considered Confidential Information, except to the extent necessary for defending against the applicable Third Party claim or resolving any dispute regarding the obligations of either Party pursuant to this Section 7.

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Seller shall not be liable for any claim under this Section 7 with respect to any untruth, breach or inaccuracy of any representation or warranty unless and until:

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Seller shall not be liable for any Losses that are indemnifiable under Section 7, unless a written claim for indemnification under this Agreement is delivered by Buyer to Seller prior to the expiration of the second (2^nd) anniversary of the Closing Date, except for claims: (i) related to the breach of Seller’s Fundamental Representations which shall expire on the fifth (5^th) anniversary of the Closing Date, and (ii)  in respect of the Pending Claims in which case statute of limitation applicable to the enforcement of a potential final ruling shall apply.

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The limitations set forth in this Section 7.9 shall not apply to the extent that a claim arises directly as a result of willful misconduct of such Party in connection with this Agreement.

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This Agreement and the rights and obligations hereunder may not be assigned or transferred by Buyer or Seller without written consent of the other Party, and any assignment or delegation made without such consent shall be void; provided that, nothing herein shall prevent any corporate reorganization, merger or sale of the shares of either Party. Provided further, after Closing, Seller may freely assign all or part of this Agreement or assign or delegate all or any part of its rights or duties hereunder, without Buyer’s consent, to any Affiliate of Seller, provided that the Affiliate assumes all of the obligations and responsibilities of Seller pursuant to this Agreement, and Seller remains jointly and severally liable with respect to such obligations and responsibilities.

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This Agreement is for the sole benefit of the Parties hereto and their successors and permitted assignees, and nothing herein expressed or implied shall give or be construed to give to any Person, other than the Parties hereto, and their successors and assignees, any legal or equitable rights or obligations hereunder.

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Notwithstanding any other provisions of this Agreement to the contrary, all transfer, documentary, sales, use, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated hereunder shall be borne by Seller or Buyer as required by applicable law.

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Buyer shall pay any applicable VAT. The Parties acknowledge that the sale and purchase of the movable property comprised in the Property as of the Closing Date is subject to VAT.

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The stamp tax applicable as a result of the transactions contemplated hereunder, shall be borne by the Parties in equal halves. However, Seller shall pay the tax arising thereof entirely by the due date, and Buyer shall reimburse the fifty percent (50%) of the amount paid within two (2) Business Days as from the receipt of the notification from Seller requesting the reimbursement in the same currency of the payment made to the corresponding Governmental Entity.

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The Parties agree that the representations, warranties, covenants and agreements in this Agreement shall survive the execution and delivery of this Agreement and Closing hereunder and shall terminate two (2) years after Closing; except for the provisions of Sections 1, 3.5, 3.6, 6.2(a), 6.2(b), 6.2(c), 6.2(d), 6.3(d)(iii), 6.3(e), 6.3(f), 7, 10.2, 10.4, 12, 15, 17, 18, 21, and 23, as well as the Seller’s Fundamental Representations, the Buyer’s Fundamental Representations and the indemnity obligations contained in Section 7.1 and Section 7.2, that shall survive the Closing hereunder indefinitely or for the term established in the corresponding Section.

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No Party shall have any liability for any punitive, incidental, consequential, special, exemplary or consequential damages, lost profits or diminution in value, arising in connection with or with respect to this Agreement, except in case of wilful misconduct, unless in each case such amount is actually owed by an Indemnified Party to a third party pursuant to a Third Party Claim.

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Whether or not the transactions contemplated hereby are consummated, and except as otherwise specifically provided in this Agreement, all costs and expenses incurred in connection

with this Agreement and the transactions contemplated hereby, including the fees and expenses of all professional advisors, shall be paid by the Party incurring such costs or expenses.

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No amendment or waiver in respect of this Agreement shall be effective unless, in the case of an amendment, such amendment shall be in writing, designated an amendment and signed by both Parties hereto, and, in the case of a waiver, such waiver shall be in writing, designated a waiver, specifically refer to this Agreement and be signed by the Party against whom such waiver is sought to be enforced.

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Pluspetrol S.A.

Lima 339

Buenos Aires, Argentina

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Attention:Julián Seldes

Email: jseldes@pluspetrol.net

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Attention:María Belen Seghezzo

Email: bseghezzo@pluspetrol.net

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And

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Attention:Tomás Chevallier Boutell

Email: tchevallie@pluspetrol.net  

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Copy to: notificacioneslegalescorp@pluspetrol.net

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GeoPark Argentina S.A.

Av. Del Libertador 2442 , 4th floor, Olivos,

Province of Buenos Aires, Argentina.

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Attention:Ignacio Mazariegos

Email: imazariegos@geo-park.com

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And

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Attention: Mariano Olmedo

Email: molmedo@geo-park.com

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And

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Attention: Juan Manuel Cuellar

Email: jucuellar@geo-park.com  

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This Agreement together with its Exhibits contain the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. Neither Party shall be liable or bound to any other Party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein (including this Agreement and the Exhibits attached hereto).

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This Agreement is governed by and shall be constructed in accordance with the Law of Argentina exclusive of any conflict of law principles that could require or permit application of the substantive law of any other jurisdiction.

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The Parties shall first seek to resolve any dispute through good faith amicable negotiations held by representatives with enough powers to settle the dispute within a forty-five (45)-day period, after receipt by one Party of written notice of the dispute.

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If (i) no settlement is reached within such period, or (ii) one Party expressly refuses to negotiate, then either Party in the case set out in (i), or the other Party in the case set out in (ii), may refer the matter to arbitration in accordance with the proceeding described below.

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All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in effect as of the date of the initiation of the arbitration, by three arbitrators appointed, one by each Party and the third arbitration who will act as President, will be appointed by the co-arbitrators within a 20-day term under such rules.

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The seat of the arbitration shall be the city of Madrid, Spain - without prejudice to the right of the Parties to hold hearings or deliberate virtually or in further places, and the arbitration shall be conducted in Spanish. No award or procedural order made in the arbitration shall be published.

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To the extent permitted by law, each Party hereby renounces to any court appeal or recourse against the arbitral award. Enforcement of the arbitral award can be pursued before any competent court.

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If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, illegal or incapable of being enforced under any present or future Law or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other provision or by its severance here from so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in a mutually acceptable manner in order that the transactions contemplated hereby are fulfilled as originally contemplated to the fullest extent possible.

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From and after the Closing Date, if either Party or any of its Affiliates receives payment from any Person in respect of an account receivable or other payment owed to the other Party or any Affiliate of the other Party, or is or becomes in possession of any asset as to which the other Party or any Affiliate of the other Party is entitled or to which the other Party or any Affiliate of the other Party is entitled to the benefit thereof, such Party shall cause the Person receiving such payment or having possession of such asset to promptly remit such payment to the designated bank account of the owner of such receivable or payment or otherwise cause the transfer, assignment, conveyance, and delivery of such asset to the other Party or its designated Affiliate, in each case without the payment of any additional consideration.

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All payments made or to be made under this Agreement to Seller shall be by wire transfer of immediately available funds in the bank account informed in writing by Seller not less than three (3) Business Days before the date that payment is due.

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Subject to Sections 23.2 through Section 23.4, each Party shall keep Confidential Information strictly confidential and shall not sell, trade, publish, or otherwise disclose to anyone in any manner whatsoever any Confidential Information, except with the prior written consent of the other Party.

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Each Party is entitled to disclose Confidential Information, without the other Party’s prior written consent,

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provided that, prior to making any disclosures to persons under paragraph (iii) or (iv) above, such Party shall obtain an undertaking of confidentiality with restrictions and undertakings as stringent as those in this Section 23; provided, further that, in the case of outside legal counsel, such Party shall only be required to procure that such legal counsel is bound by an obligation of confidentiality; or

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provided that, a copy of the relevant disclosure is furnished to the other Party for comments prior to publication or release, or, if not practicable, a copy of such disclosure is furnished contemporaneously with such publication or release.

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The following shall not constitute Confidential Information:

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Each Party shall be responsible to the other Party for the compliance of the Persons described in Section 23.2(a) to the terms of this Agreement as though such Persons were a party to this Agreement.

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The provisions of this Section 23 shall remain in effect, for a period of six (6) years from the Execution Date, notwithstanding any termination of this Agreement.

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The provisions of the confidentiality agreement entered into by and between Buyer and Pluspetrol Uruguay S.A. (an Affiliate of Seller), dated February 24, 2025 (the “Confidentiality Agreement”), shall, upon the Execution Date, cease to legally bind those parties, who shall only be liable to one another in respect of any breaches of the Confidentiality Agreement, which occurred prior to the Execution Date.

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Buyer shall cause the Guarantor to deliver to Seller a guarantee on the Offer Date, duly executed by the Guarantor, in relation to the prompt payment of any sum which Buyer may become liable to pay under this Agreement (the “Ultimate Parent Company Guarantee”).

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Seller shall have the right, but not the obligation, to exercise the Ultimate Parent Company Guarantee in the event of Buyer´s non-performance of any of its payment obligations under this Agreement. The exercise by Seller of the Ultimate Parent Company Guarantee shall be in addition to, and not in lieu of, any other rights and remedies that Seller may have under law or in equity for Buyer’s failure to perform as provided herein.

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LIST OF EXHIBITS

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EXHIBIT “A”DRAFT PUBLIC DEED

EXHIBIT “B”PURCHASE PRICE ADJUSTMENT

EXHIBIT “C”EMPLOYEES

EXHIBIT “D”CONTRACTS WITH SUPPLIERS

EXHIBIT “E”PENDING CLAIMS

EXHIBIT “F”COMMERCIAL AGREEMENTS

EHHIBIT “G”EXCLUDED MATERIALS

EXHIBIT “H”GOVERNMENTAL ENTITY LETTER

EXHIBIT “I”TECHNICAL SERVICES AGREEMENT

EXHIBIT “J”DATA ROOM DOCUMENTS INDEX

EXHIBIT “K”ECONOMIC DATE HYDROCARBONS INVENTORY

EXHIBIT “L”ECONOMIC DATE MATERIALS INVENTORY

EXHIBIT “M”2025 WORK PROGRAM AND BUDGET

EXHIBIT “N” SELLER’S KNOWLEDGE

EXHIBIT “O” COPY OF “HUEMUL DD LIST GEOPARK PETROCUYO.XLS”

EXHIBIT “P” REGISTERED PROPERTY

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EXHIBIT “A”

DRAFT OF PUBLIC DEED

[*]

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EXHIBIT “B”

LJE PURCHASE PRICE ADJUSTMENT

[*]

PSO PURCHASE PRICE ADJUSTMENT

[*]

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EXHIBIT “C”

EMPLOYEES

[*]

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EXHIBIT “D”

CONTRACTS WITH SUPPLIERS

[*]

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EXHIBIT “E”

PENDING CLAIMS

[*]

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EXHIBIT “F”

COMMERCIAL AGREEMENTS

[*]

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EHHIBIT “G”

EXCLUDED MATERIALS

[*]

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EXHIBIT “H”

GOVERNMENTAL ENTITY LETTER

[*]

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EXHIBIT “I”

TECHNICAL SERVICES AGREEMENT (“TSA”)

[*]

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EXHIBIT “J”

DATA ROOM DOCUMENTS INDEX

[*]

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EXHIBIT “K”

ECONOMIC DATE HYDROCARBONS INVENTORY

[*]

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EXHIBIT “L”

ECONOMIC DATE MATERIALS INVENTORY

[*]

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EXHIBIT “M”

2025 WORK PROGRAM AND BUDGET

[*]

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EXHIBIT “N”

SELLER’S KNOWLEDGE

[*]

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EXHIBIT “O”

COPY OF “HUEMUL DD LIST GEOPARK PETROCUYO.XLS”

[*]

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EXHIBIT “P”

REGISTERED PROPERTY

[*]

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ANNEX II

LETTER OF ACCEPTANCE

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[Date], 2025

​

Messrs.

GeoPark Argentina S.A.

Av. del Libertador 2442 4th floor, Olivos,

Province of Buenos Aires, Argentina

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Vía email to:

Ignacio Mazariegos / imazariegos@geo-park.com

Mariano Olmedo / molmedo@geo-park.com

Juan Manuel Cuellar / jucuellar@geo-park.com

​

Ref.: Irrevocable Offer N° 1/2025

​

Dear Sirs,

​

We hereby accept your Ref.: Irrevocable Offer N° 1/2025 dated July 25, 2025.

.

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Sincerely,

​

__________________

Pluspetrol S.A.