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SERVICES AGREEMENT
BETWEEN
ARAMCO AFFILIATED SERVICES COMPANY
AND
SAUDI ARABIAN OIL COMPANY (SAUDI ARAMCO)

This Services Agreement (“Agreement") is made and entered into by and between:

ARAMCO AFFILIATED SERVICES COMPANY (“AASC”), a corporation duly

organized and existing under the laws of the Delaware, in USA and having offices in
Houston, Texas, and

SAUDI ARABIAN OIL COMPANY (SAUDI ARAMCO) (“SAUDI ARAMCO”), a

company of limited liability organized and existing under the laws of the Kingdom of
Saudi Arabia and established by Royal Decree number M/8, dated 4/4/1409,
corresponding to November 13, 1988G (each a “Party” and collectively the “Parties”),
and is dated when effective.

WITNESSETH:

WHEREAS, AASC provides a variety of support services to various entities

based in the United States and the Kingdom of Saudi Arabia;

WHEREAS, AASC has available certain offices and other general administrative
support facilities in North America and represents that it is authorized to render sen/ices
as described herein;

WHEREAS, SAUDI ARAMCO desires to avail itself of such services; and

WHEREAS, both parties desire to establish and set forth the terms, provisions
and conditions to govern the rendition of such services;

NOW, THEREFORE, IN CONSIDERATION of the mutual understandings and of

the covenants and undertakings hereinafter set forth, IT IS HEREBY AGREED as
follows:

1. SERVICES BY AASC

AASC, to the extent it is able and permitted to do so, shall provide, furnish or
perform for SAUDI ARAMCO, either itself or by arrangements with its affiliates or
others, services (services provided by AASC or its affiliates, “Internal Services,”
by third parties, ‘Third Party Services" and all collectively referred to herein as

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“Services”) as SAUDI ARAMCO may request from time to time as described in

Schedule “A” including, but not limited to, communications and information
distribution and gathering services, contracting and consulting services,
professional and presentational services, or Such other administrative or
professional services as SAUDI ARAMCO may request and as AASC may be
qualified, able and willing to perform or arrange for, either directly or through its
affiliates.

a. Services shall be requested of AASC, by SAUDI ARAMCO pursuant to a letter

issued by SAUDI ARAMCO, as set forth in the .format in Schedule A of'this
Agreement (the “Service Request”). The Service Request shall be signed by
Executive Head of Corporate Affairs of SAUDi ARAMCO (“Executive Head of
Corporate Affairs”) or such other authorized representative of SAUDI
ARAMCO as may be nominated by the Executive Head of Corporate Affairs.
SAUDI ARAMCO shall promptly notify AASC as to who is authorized to act on
its behalf in the context of this Agreement as well as to any changes in such
list of authorized representatives (the “SAUDI ARAMCO Authorized
Representative”).

b. AASC shall respond to the Service Request with a “Service Authorization” as

set forth in Schediile B of this Agreement. The Service Authorization shall set
forth pertinent details including the terms, both general and financial, for the
proposed service. For Internal Services, all services shall be performed and
invoiced at an hourly basis (i.e., no lump sum) based on the rates set forth in
each Service Authorization. The Service Authorization shall be reviewed by
SAUDI ARAMCO and must be approved, in writing by the SAUDI ARAMCO
Authorized Representative, before Services may be provided under this
Agreement. In the event that SAUDI ARAMCO has any concerns with the
proposed Service Authorization, the parties shall consult together as to where
and how the Service Authorization should be amended and, subject to
reaching a mutual agreement, the Service Authorization shall be reissued by
AASC for the endorsement of SAUDI ARAMCO.

c. Each Service Request and Service Authorization shall be presented to

AASC’s legal counsel for their review and approval.

2. COMPENSATION

For the Services specified in Paragraph 1 above, SAUDI ARAMCO shall pay
AASC as follows:

a. Reimburse AASC for the cost of each Service as agreed in each Service
Authorization; and

b. Pay to AASC a fee equal to five percent (5%) of the costs to be reimbursed to
AASC by SAUDI ARAMCO.

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c. The amounts set forth in Paragraphs 2.a. and 2.b. constitute the entire
compensation to AASC for the services performed hereunder.

d. AASC will invoice SAUDI ARAMCO periodically throughout the course of the
fiscal year, but no more frequently than monthly.

e. All invoices issued here under shall be sufficiently detailed to clearly describe
what is being invoiced and allow for efficient audit of the invoices and
payments. All invoices shall be in the English language.

f. Should SAUDI ARAMCO object tp any item contained in any invoice, or to the
sufficiency of the documents submitted in support of any such item, SAUDI
ARAMCO shall be entitled to withhold payment for the amount attributable to
the item or substantiating documents to which SAUDI ARAMCO objects.
Should such payment be withheld, SAUDI ARAMCO shall notify AASC
promptly in writing of its objection, and SAUDI ARAMCO shall promptly pay
AASC that portion of the invoice amount, which is properly due and payable.
The Parties shall coordinate to resolve disputed items in a timely manner.

g. Given lags in the collection and reporting of accounting data, both Parties
acknowledge that errors may occur in the calculation of compensation.
Consequently, AASC may from time to time over the course of the year
calculate and invoice an adjustment amount to SAUDI ARAMCO in order to
true up cumulative compensation earned by AASC. Such true up invoices will
include calculations demonstrating how the adjustment amount is needed to
bring compensation back into line with agreed amount.

h. AASC’s invoices shall be submitted in quadruplicate to the address shown

below or such other addressee and location as SAUDI ARAMCO may direct in
writing.

Saudi Arabian Oil Company (Saudi Aramco)

MA-285, Main Admin Building
Dhahran 31311
Kingdom of Saudi Arabia
Attn: Assistant to Vice President, Corporate Affairs
Tel: +966 13 874-7676

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4. RECORDS RETENTION AND EXAMINATION

Each Party shall keep complete records and books of account showing all
expenditures of every kind and nature made by each under this Agreement. All
such books and records shall be kept in a manner sufficient to accurately reflect
Costs incurred under this Agreement an$ shall be open to each Party at any and
all reasonable times for the purpose of inspection and audit.

5. INDEMNITY

Each party shall be responsible and hold harmless and indemnify the other party from any
and all claims, losses, expenses, costs or damages suffered or incurred by either party as
a result of the negligence or fault of the party, its Contractors, subcontractors and
suppliers or the personnel of any of them. Both parties agree that it shall promptly act
and do all the necessary actions to defend, upon the other's demand and without
counterclaim or setoff, any valid claim that it may have by reason of the provisions of this
paragraph.

6. INDEPENDENT CONTRACTOR

AASC shall perform all services required to be performed hereunder as an

independent contractor, and not as an agent, joint venture partner or partner.
AASC shall act in its own name. Subject to an express agreement to the
contrary, neither of the Parties has any express or implied right under this
Agreement to assume or create any obligation on behalf of or in the name of the
other, or to bind the other Party to any contract, agreement or undertaking with
any third Party, and no conduct of the Parties shall be deemed to infer such right.

7. COMPLIANCE WITH APPLICABLE LAWS

In performing this Agreement, AASC and SAUDI ARAMCO agree to comply fully
with all applicable laws.

8. TAXES

Each Party hereto shall be fully responsible for, and shall pay when due any and
all zakat, taxes, assessments, levies, imposts, duties, excises and the like,
including any fines and penalties related thereto (collectively, “Taxes”), imposed,
levied or assessed upon such Party as a result of or related to this Agreement, or
arising out of such Party’s activities under this Agreement.

9. EXCUSABLE NON-PERFORMANCE

Neither Party shall be responsible hereunder for any delay, default or

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non-performance of this Agreement to the extent that such delay, default or

non-performance shall be occasioned by acts of God, labor strikes, civil
commotion, criminal acts of third persons, acts or omissions of sovereign states,
fire, unavoidable accidents, seriously adverse weather conditions, war (whether
declared or undeclared) or any other cause (whether or not of the same class or
kind as those specifically mentioned herein) that is hot within the control of the
Party charged with default or non-performance and unavoidable by the exercise
of reasonable diligence.

10. SUCCESSION AND ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the Parties to this Agreement; provided, however, that this
agreement may neither be assigned nor transferred, either in whole or in part, by
AASC or SAUDI ARAMCO without first obtaining the written consent of the other
Party.

11. NOTICES

Any written notice required or permitted to be given hereunder, as well as any

demand or request of either of the Parties, shall be deemed to have been given
or made when delivered in writing to the appropriate Party at its address as
specified below. Any demand, notice or request sent by mail shall be mailed by
registered airmail, postage prepaid.

For the purposes of this Agreement, AASC’s address shall be:

ARAMCO AFFILIATED SERVICES COMPANY

Attn: B. A. Abul-Hamayel
9009 West Loop South
MSI 093
Houston, TX 77096

And SAUDI ARAMCO’s address shall be:

SAUDI ARABIAN OIL COMPANY (SAUDI ARAMCO)

MA-285, Main Admin Building
Dhahran 31311
Kingdom of Saudi Arabia
Attn: Assistant to Vice President, Corporate Affairs
Tel:+966 13 874-7676

Or such other addressee and location as COMPANY may direct in

writing.

Either Party may change its address by giving written notice of such change to

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the other as provided therein.

12. ENTIRE AGREEMENT

The terms and provisions of this Agreement constitute the entire understanding
between the Parties with respect to.the matters and transactions contemplated
hereby, and shall not be amended except by a written agreement signed by both
of them and no promise, agreement or representation, not herein set forth, shall
be of any force dr effect between them.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed, controlled, interpreted, and construed in

accordance with the laws of the Kingdom of Saudi Arabia, disregarding any
conflicts of law rule which would result in the application of the laws of any other
jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction of the
courts of the Kingdom of Saudi Arabia, for the resolution of any dispute arising
out of or in connection with this Agreement, including any question regarding its
existence, validity, or termination.

14. CONFIDENTIALITY

During the term of this Agreement and thereafter for a period often (10) years
from the date of expiration or termination of this Agreement, the Parties shall not
divulge, and shall use their best efforts to cause their shareholders, directors,
officers, employees and agents not to divulge, to any other person, firm or
corporation, except to persons designated by a Party, any confidential business
dr secret information disclosed by one Parly to another, its affiliates, or their
personnel, or obtained from any source whatsoever with respect to either Party,
during the term of this Agreement. The obligations set forth in this paragraph are
continuing ones and shall survive the expiration or termination of this Agreement.

15. EFFECTIVE DATE AND TERM

This Agreement is effective as of October ___ , 2016 and shall continue in effect
from then until terminated by either Party by written notice to the Other delivered
at least thirty (30) days prior to the effective termination date stated in such notice.
In relation to this Agreement and all related communication and documentation,
all dates, years and time periods shall be determined using the Gregorian
calendar, unless specifically stated otherwise.

16. COPIES AND COUNTERPARTS

This Agreement may be executed in counterparts, each of which together shall

be deemed an original, but all of which together shall constitute one and the same
instrument. Any facsimile or electronic copy (e.g., .pdf) of a signed counterpart

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shall create a valid and binding obligation of the party executing with the same
force and effect as a signed original.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be

executed in duplicate, intending each copy to serve as an original, as of the day and year
set forth in Paragraph 15.

ARAMCO AFFILIATED SERVICES

COMPANY

Name: Basil A. Abul- mayel

Title: President

SAUDI ARABIAN OIL COMPANY

(SAUDI ARAMCO)

By:
j\ Name: Nasser A, Al Nafisee
Title: Vice President, Corporate Affairs

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SCHEDULE A

DRAFT FORM FOR REQUEST OF SERVICES

[SAUDI ARAMCO LETTERHEAD]

SAUDI ARABIAN OIL COMPANY (SAUDI ARAMCO)

Date: Service Request No:
Subject: Request for Services

Aramco Affiliated Services Company

9009 West Loop South
P.O.Box 1093
Houston, TX 77251-1454

Attention: B. A. Abul-Hamayel

Sir/Madam:

By this letter we request that you perform the following services in accordance with the Services
Agreement between us effective September__ , 2016 (“Services Agreement’') and subject to the terms
and conditions therein and herein contained.

Description of Services:
[Detailed and precise description of services here]

Financial Limitations:
[Any specific financial limitations relating to this request to be included here]

Special Terms & Conditions:

[Any specific terms and conditions relating to this request to be included here]

[To the extent necessary and required for the execution of the services requested herein, AASG is hereby
authorized to disclose SAUDI ARAMCO information to relevant Third Parties. AASC shall ensure that
all such Third Parties are subject to confidentiality terms and conditions as those stated in Article 14 of
the Services Agreement. Any information specifically permitted or exempted from disclosure should be
mentioned in this section. This will be dependent on the nature of the services requested. If no specific
information is required or identified, then paragraph can remain as drafted. Once finalized, this paragraph
should be included in the AASC services acceptance form attached on Schedule B.]

Contact Information:
[Complete contact information for department and requester of services]

The services to be performed pursuant to AASC Services Authorization Form relating to this Service
Request shall commence on or about:and shall be completed on or about

If the terms of this Service Request are acceptable to you, please provide us with a Services Authorization
Form, confirming your ability to provide the requested Covered Services and an estimate of the total costs

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for such services on or before

By:

Title:

9 /

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SCHEDULE B

DRAFT FORM FOR SERVICE AUTHORIZATION

[ARAMCO AFFILIATED SERVICES COMPANY LETTERHEAD]

Arameo Affiliated Services Company

SERVICE AUTHORIZATION

Date: AASC Service Authorization Number: [

Related Services Request Number: [****
Subject:

Saudi Arabian Oil Company

PO Box 5000
Dhahran 31311
Kingdom of Saudi Arabia
Attn. Corporate Affairs

Gentlemen,

By this letter, which we send you in duplicate, we confirm Arameo Services Company’s (AASC)
willingness to provide the requested services in accordance with the Services Agreement dated
September__ ,2016 between us and subject to the terms and conditions therein and herein
contained.

Description of Services:

[Full description of sendees to be provided]

Specific Terms & Conditions:

[Complete description of specific terms & conditions related to services to be provided]

[Include confidentiality paragraph found in specific terms and conditions of the form for request
of services.]

Payments Terms & Instructions:

[Complete terms and instructions for payment here]

Invoicing:

Invoices for Services within this Service Authorization will be sent to:
[SAUDI ARAMCO, Address,-Attn: ]

10

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Documentation:

AASC will provide SAUDI ARAMGO with supporting documentation for charges related to
services provided.

Contact Information:

Aramco Affiliated Services Company: Saudi Arabian Oil Company (Saudi Aramco):

9009 West Loop South P.O. Box 5000

P.O. Box 1093 Dhahran 31311
Houston, Texas 77096 Kingdom of Saudi Arabia

Attention: B. A. Abul-Hamayel Attention: Corporate Affairs

Yours sincerely,

President
Aramco Affiliated Services Company

Date:

Acceptance of all terms and services:

[Name]
Authorized Representative
Saudi Arabian Oil Company (Saudi Aramco)

Date:
Distribution:

One Original to be kept by SAUDI

ARAMCO

One Original to be sent to:

11 Aramco Affiliated Services Company
9009 West Loop South
Houston, TX 77251-1454
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Aramco Affiliated Services Company

Two Allen Center
1200 Smith Street
Houston, Texas 77002
oromco
June 21, 2018

U.S. Department of Justice/NSD Via Electronic Filing

FARA Registration Unit
600 E. Street, NW - BICN Building
Room 1300
Washington, D.C. 20530

Re: Aramco Affiliated Services Company (Registrant No. 6390)

Supplemental Statement for the Period Ending 11.30.2017

To Whom It May Concern:

Please find attached Aramco Affiliated Services Company’s (“AASC”) Supplemental Statement
for the period ending November 30, 2017. As discussed with FARA personnel in the past month,
AASC is providing this letter as further explanation regarding the late filing of this statement,
which was originally due on December 30,2017.

In late August of 2017, Houston was hit by Hurricane Harvey. This weather event resulted in
extreme flooding throughout the area, including of AASC’s offices. The devastation was so severe
that the company was never able to resume operations in those offices, but instead had to seek
temporary space over the course of the following months in various locations. It was only at the
beginning of April 2018 that AASC moved into permanent office space and has been able to
recover all of its files and materials required to make the attached filing.

Please note, as stated in the Supplemental Statement, that AASC’s new permanent address is as
follows: ,

Two Allen Center

1200 Smith Street, 36* floor
Houston, Texas 77002

Should you have any questions concerning this filing or otherwise, I welcome your call.

Sincerely,

Aramco Affiliated Services Company

Bobby J. Horton
Attomey-in-Faet

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