FOWLER RODRIGUEZ. Aaron Ball Partner FOWLER RODRIGUEZ

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1 Aaron Ball Partner Practices: Energy Law Aaron Ball is a partner in the Houston office of Fowler Rodriguez. He is a corporate attorney with 18 years of experience and a practice focused on domestic and international transactions for the upstream oil and gas, oilfield services and manufacturing industries. He represents oil and gas operators, oil and gas manufacturers and oilfield services companies, and manufacturing clients. Aaron has extensive experience in domestic and international mergers and acquisitions, joint ventures and tax-driven transactions. Languages: English (Native) Spanish (Fluent) Portuguese (Reading Intermediate) Contact Info: 1331 Lamar Street Suite 1560 Houston, TX Phone: (713) Direct: (713) Fax: (713) [email protected] Aaron served as the Chief Legal Officer and General Counsel for an independent oil and gas company. He won two Houston Business Journal awards for Best Corporate Counsel for his work in that role. Aaron is a widely published author, speaker and radio commentator on energy and business issues. Aaron taught at the law school level as an adjunct professor in the areas of M&A Taxation and International Oil and Gas Transactions. Bar Admissions: England & Wales (2008) New York (2007) Texas (2005) District of Columbia (2001) Illinois (2000) Wisconsin (1997) Education: LL.M. (Taxation), DePaul University College of Law (2002) J.D., The American University, Washington College of Law (1997) B.A. Political Science, Butler University (1993) B.A. Spanish, Butler University (1993) Spanish Language Certificate, University of Valladolid (1991) The United States Military Academy at West Point ( ) Memberships/Affiliations: Institute for Energy Law, Advisory Board Houston Lawyer Editorial Board ( ) Energy Law Advisor, Editorial Board Independent Petroleum Association of America Association of International Petroleum Negotiators (AIPN)

2 Awards/Recognition: Houston Business Journal Outstanding General Counsel Award Best Solo General Counsel (2014) Houston Business Journal Outstanding General Counsel Award Up and Comer (2014) Nominee, Five Outstanding Young Houstonians (2010) Texas SuperLawyers Texas Rising Star ( ) Houston Business Journal 40 Under 40 (2009) Latin Lawyer 250 (Recognized as a leading attorney in practice area of international transactions) (2012) Publications/Speeches: Strings Attached, Oil & Gas Investor (June, 2015) Concerning foreign capital and project finance in the U.S. Project Financing in Oil & Gas North America, Speaker on Foreign Capital & Project Finance in the U.S. Oil & Gas Market (Houston, March, 2015) Choice of Entity for the Oil & Gas Industry, Speaker, National Association Legal Professionals (Houston, October, 2014) Oil, Gas & Money, Speaker (Houston, 2013) Protecting Intellectual Property Rights in Standard Setting, Oil & Gas Standards Leadership Summit (Houston, 2012) M&A Trends, Upstream Oil & Gas Finance Conference (Houston, 2012) Emerging Law of Shale Plays in Eastern Europe, Houston Bar Association, Oil & Gas Section (Houston, 2012) How much is a Dead Cow worth? Energy & Mining International (2012) Mining in Ecuador is turning the corner, but how far, and for how long? Energy & Mining International (2012) U.S.-China Energy Summit, Speaker (Houston, 2012), Conference keynote speaker: President George W. Bush Effective Negotiating: Creating Your Best Deal, A&D Strategies and Opportunities Conference (Dallas, 2012) Testified as an expert in legal and regulatory aspects of hydrocarbons development before the Energy Committee of Polish Parliament (Warsaw, 2012) International Primer for Independents, Houston Bar Association, Oil & Gas Section (Houston, 2012) Hydrocarbons Development in Colombia and Peru, Oil Council, Latin American Assembly (Bogota, 2012), appeared with President of National Hydrocarbons Agency as featured speaker Author Legally Speaking, blog on Oil & Gas Financial Journal website Predicting Brazil s Pre-Salt Wealth, E&P Magazine, OTC Edition (2011) Regular contributor to Houston (KTRH) and Dallas (KRLD) news radio on Energy matters such as GOM drilling moratorium Subject of profile/interview in special edition Oil & Gas Finance magazine on legal issues in energy industry (2010) Current Trends in Energy M&A Environment, Houston CPA Society (Houston, 2010) Legal Developments in Brazilian and Colombian Hydrocarbons Development, Dallas Bar Ass n (Dallas, 2010) The Impact of Cap & Trade on the Oil & Gas Industry, Association of Lease & Title Analysts (Houston, 2010) Brazil s New Pre-Salt Regulatory Framework, CURRENTS Int l Trade Law Journal, South Texas Two more energy firms establish market presence, (Interview concerning Ecopetrol) Houston Business Journal (2010) Brazil s New Pre-Salt Regulatory Framework, The Energy Law Advisor (2010)

3 Client Alerts: Contracting with PEMEX under New Legal Framework, Basic Guide to Doing Business in Brazil, (2010) Opportunities in Brazil and The New Brazilian Regulatory Framework, Oil & Gas Investor/ Hart Energy Webinar (2010) International Agency & Distribution: Focus on Latin America, Houston Abogados Corporativos, Association of Corporation Counsel (Houston, 2009), Young Energy Professionals (Houston, 2010), University of Houston Law Center (Houston, 2010) Pre-Salt Legislation, (Seminar) South Texas College of Law (2010) Pre-Salt Contracts, Oil and Gas Investor (2009); republished in E&P Magazine (2009) Colombian Mining Projects: A Foreign Investor s Guide, Rocky Mountain Mineral Law Foundation Journal (2009) Marcellus Shale, Legal and Policy Developments, (Webinar) Oil & Gas Investor (2009) Energy Provisions of The American Recovery and Reinvestment Act of 2009, The Energy Law Advisor (2009) The Crossborder Tax Solution, Oil & Gas Investor (2009). Protecting Intellectual Property Rights in Oil & Gas Standard Setting, Standards Summit (Houston, 2008) House s Pending Energy Bill: It ll Increase Dependency, The National Law Journal (2007) Feel The Heat: Bio Fuels Are A Hot Investment, But Don t Get Burned, Houston Lawyer (2007) Oil slick: Companies avoid slips on foreign oil and gas tax rules, Houston Business Journal (2007) Representative Matters: Advise world s largest steel company in evaluating its shale gas reserves in more than 150,000 acres in Pennsylvania, West Virginia and Ohio, and in negotiating leases associated with shale gas development. Negotiate seismic survey, acquisition agreement and related operations contracts for Poland shale gas concession. Represent U.S.-based investment fund in negotiations with Chinese investors for a potential roll-up of assets for development of new GOM and domestic shale gas operating company. Negotiations (in progress) also included potential for private participation in Chinese shale and coalbed methane development and conferences with Chinese officials relative to the same. Advise oilfield equipment and petrochemical container manufacturer in entry into Brazilian market and negotiation of related acquisition, commercial, and operations contracts. Represent offshore construction and services company in negotiations related to development of Brazilian port facility. Advise government hydrocarbons agency in negotiation of valuation disputes in connection with concession terminations. Representation includes working closely with ranking officials in the agency as well as the Deputy Minister. Advise government mining agency in the development of first national model mining concession agreement. Represent various companies in negotiations for Marcellus and Utica shale development, including lease negotiations, valuation issues, and planning for joint development and exploitation with other companies. Lead attorney for rig services and construction company in negotiation of joint venture with Brazilian oilfield services company and separate joint venture for development of deepwater port facility adjacent to Brazil s pre-salt fields. Outside general counsel to primary procurement company subsidiary of major national oil company. Lead attorney in registration of U.S., publicly-traded company for oil concession with the Colombian National Hydrocarbons Agency including review of major contracts such as a

4 Host Government Agreement, and a Joint Operating Agreement and Farm Out Agreement with an Asian company involved in the same concession. Lead attorney in the acquisition and development of Colombian mining operation on behalf of Australian client and its BVI holding company (used for acquiring and exploiting mining concessions through a Colombian subsidiary). Traveled to Colombia with Australian team of geologists and business analysts to conduct due diligence. Met with Colombian government officials concerning the mining concession application process. Drafted survey of Colombian mining law for evaluation by board of directors, which included a review of the concession application process, licensure and environmental requirements, as well as prospective fees, permitting, and federal and municipal taxation. Reviewed concession application certificates issued by the government agency responsible for granting mining concessions. Advise general counsel of joint venture between major chemical company and major oil company concerning (i) international corporate governance and commercial legal issues primarily related to Latin American operations (e.g., director and officer authority, nationality requirements, registration requirements for infusion of foreign capital), (ii) review of major contracts, and (iii) the development and implementation of a restructuring plan for U.S. and Latin American operations. Representation of Bermuda-based, GOM, oil & gas exploration company listed both on the AIM and on NASDAQ. Services generally include providing international legal and tax advice to the Chief Financial Officer and General Counsel (e.g., the tax treatment of qualified dividends paid from either company debt or holding company cash reserves) and the negotiation of major service and drilling contracts and credit agreements. Devise and implement international holding company structure for Panamanian oilfield equipment manufacturer with operations in China, Indonesia, and the Middle East. The Panamanian company is jointly owned by a U.S. citizen who is also a person of Indian origin, and a citizen of India. The Panamanian company acquired a manufacturing facility in Pune, India through the purchase of all of the stock of an Indian corporation. The manufacturing facility will be used to produce specialized oilfield equipment for distribution pursuant to a joint venture agreement with a Chinese company. Services included advising the company in connection with the negotiation of the joint venture agreement. Lead attorney in sale of all stock of a domestic holding company and its ownership interest in a Trinidad gas company consisting of government and private shareholders. In this transaction the sellers were heavily involved during the early planning and development of the Trinidad company s original gas processing facility, especially its engineering and design. The sellers participation in management, however, declined over time. The buyer was willing to pay a substantial premium on the base sales price at the conclusion of a brief escrow period in exchange for more favorable representations and warranties. Accordingly, the sellers requested a due diligence investigation more closely resembling that undertaken by a buyer in such a transaction in order to evaluate the risks associated with the representations and warranties requested by the buyer. Travelled to Trinidad to conduct a due diligence investigation of the plant, met with company management and government officials responsible for acting on behalf of the Trinidad government in its capacity as a shareholder. Successfully obtained broad exclusions to the requested representations and warranties allowing sellers to safely obtain the desired purchase price premium. Tax and corporate planning for privately-owned, Panamanian, international seismic services company with operations in Asia and Latin America. Advised company on sanctions and restrictions on trade with various countries such as Cuba and Myanmar. Outside general counsel to Energistics, the technology standards consortium for the international oil and gas industry whose members include major oil companies (e.g., Shell, Exxon), NOCs (e.g., Statoil Hydro), and major oilfield services companies (Schlumberger, Halliburton, Baker Hughes). Attend meetings of Board of Directors consisting of VP-level officers of members.

5 Lead attorney for acquisition of oilfield parts manufacturing facility in the Czech Republic. Advised a group of affiliated companies including a Panamanian and a Netherlands Antilles corporation concerning the sale of substantial real estate holdings in the U.S. and U.S., Texas and Panamanian tax ramifications of a Luxembourg holding company strategy recommended by their European tax advisors