Republic of Ghana

13/07/2009

Tullow Ghana Limited, Kosmos Energy Ghana HC, Anadarko WCTP Company, Sabre Oil & Gas Holdings Limited, and EO Group Limited (Tullow Ghana Limited and companies)

Jubilee Field

Jubilee Field

Ghana National Petroleum Corporation ("GNPC"), a public corporation existing under the laws of the republic of Ghana.

This contract is in effect from the effective date until its expiration, termination or revocation, termination, if all parties become defaulting parties, if they withdraw from the contract or if all the parties agree to terminate the contract in writing. Without prejudice to any provisions or to the contrary of any other applicable agreement, each party to this contract has the right but not the obligation to seek or obtain renewals or extensions of its contract. If the terms of any renewal or extension are already established under the contract and renewal or extension is necessary to maintain the contract in effect, each party is required to renew or extend the contract.

Utilization and Unit Operating Agreement

In order to achieve safe and reliable operations in compliance with applicable health safety and environment laws, rules and regulations, including avoiding significant and unintended impact on the safety or health of people, on property, or on the environment (“HSE”), Tullow Ghana Limited and Kosmos Energy Ghana HC should meet within 6 months form the date of executing this contract to establish and implement an HSE plan. The plan should be consistent with standards and procedures followed in the international petroleum industry under similar circumstances.

During the term of this contract and for 5 years thereafter, each party should respond in in a timely manner and in reasonable detail about itself and its affiliates after reasonable inquiry and investigation to any notice from any other party connected with the representations, warranties and covenants furnish relevant documentary support for response upon request from the other party. Tullow Ghana Limited, Kosmos Energy Ghana HC, Anadarko WCTP Company, Sabre Oil & Gas Holdings Limited, and EO Group Limited (Tullow Ghana Limited and companies) shall be entitled to audit the expenditures charged to the unit account in the same manner as provided in the unit accounting procedure for other expenditures for the unit account, to the extent they were not previously audited pursuant to the pre-unit agreement.

Each party is responsible for reporting and discharging its own tax measured by the profit or income of the party and the satisfaction of its share of all contract obligations under the contract. Each party should protect, defend and indemnify each other party from any and all loss, cost or liability arising from the indemnifying party’s failure to report and discharge taxes or satisfy any tax obligations. The parties intend that all income and all tax benefits (including deductions, depreciation, credits, and capitalization) with respect to these expenditures will be allocated by the government tax authorities to the parties based on the share of each tax item actually received or borne by each party. If such allocation is not accomplished due to the application of the laws/ regulations or other government action, the parties should attempt to adopt mutually agreeable arrangements that will allow them to achieve the financial results intended. Unit operator shall provide each party, in a timely manner and at such party’s sole expense, with information with respect to unit operations as requested by any party for preparation of tax returns or in response to any audit or any other tax proceeding.

Each tract operator shall furnish to the government in kind or pay to the government in cash, as applicable, the government’s royalty and share of additional oil entitlements with respect to all production of hydrocarbons from or attributable to its contract, including unit substances allocated to that tract.

Tullow Ghana Limited, Kosmos Energy Ghana HC, Anadarko WCTP Company, Sabre Oil & Gas Holdings Limited, and EO Group Limited agree that, with effect from the effective date, the facilities, wells and other real property shall be deemed to be unit facilities and the parties holding the existing rights in such property shall be deemed to have transferred their rights therein to the parties collectively in proportion to their unit interests. This transfer of rights is subject to the terms of the applicable contract and the laws/regulations and is without prejudice to any rights of the government with respect to such property under the terms of either contract or the laws/regulations. Each party shall retain its rights to all other facilities, wells and other real property and tangible personal property acquired prior to the effective date or through non-unit operations, and no such property shall be deemed to be unit facilities.

The unit operating committee may, subject to such person’s complying with the provision of this article, authorize a party or a third party to use spare capacity in unit facilities consisting of facilities for production, processing or transportation of hydrocarbons (excluding unit wells) or of unused land available at any shore base acquired for the unit account, on such terms and conditions as it determines provided that, in the case of proposed use by a party or JOA group as a non-unit operation, no party’s approval in the unit operating committee vote shall be unreasonably withheld. The use of unit facilities may only be authorized if: - such use does not cause a material adverse effect on unit operations in the opinion of the unit operating committee; - such use does not involve a breach of any relevant laws/regulations, either contract or any associated agreement; - an appropriate fee (except to the extent already provided for) and other acceptable terms and conditions for such use are agreed between the unit operating committee and the party or a third party and the agreed fees are paid as and when due and credited to the unit account; and - such use will not prevent the commingled production stream from meeting any minimum quality standards established by the unit operating committee or by any contract for the sale of unit substances to which all parties are sellers.

In order to submit a dispute for resolution, a party should provide written notice of the dispute to the other parties by identifying the parties to the dispute and should contain a brief statement of the nature of the dispute and the relief requested. The parties to the dispute should seek to resolve any dispute by negotiation among senior executives in a manner under this contract. If the dispute is not resolved by negotiation, it should be exclusively and definitively resolved through final and binding arbitration. The arbitration should be conducted in accordance with the arbitration rules of the International Chamber of Commerce (“ICC”) and should be conducted by 3 arbitrators, unless all parties to the dispute agree to a sole arbitrator within 30 days after the commencement of the arbitration. If the parties initiate multiple arbitration proceedings under this contract and/or under any joint operating agreement, the subject matters of which are related by common questions of law or fact, then all such proceedings should be consolidated into a single arbitral proceeding, as determined by the tribunal. Unless otherwise agreed by all parties to the dispute, the place of arbitration should be London, England and the arbitration proceedings should be conducted in the English language and the arbitrator(s) should be fluent in the English language. The award of the arbitral tribunal is final and binding. Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction. All negotiations, mediation, arbitration, and expert determinations relating to a dispute (including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged or produced during a negotiation or expert determination or mediation or arbitration proceeding, and memorials, briefs or other documents prepared for the arbitration) are confidential and may not be disclosed by the parties, their employees, officers, directors, counsel, consultants, and expert witnesses, except to the extent necessary to enforce this article or any arbitration award, to enforce other rights of a party, or as required by law; provided, however, that breach of this confidentiality provision shall not void any settlement, expert determination or award.

All information related to unit operations and information received pursuant to Art. 6.4 concerning use of data, is confidential, should be kept confidential and not be disclosed during the term of the contract, except as permitted and to any person or entity not a party to this contract, except to a governmental authority when required by the contracts. The party disclosing should provide reasonable advance written notice of the disclosure and the legal reasons for such disclosure to the other, non-disclosing parties. Disclosure can be made to the extent required for compliance with the applicable law or regulations, or pursuant to any legal proceedings or because of any order of any court binding upon a party, or under the terms of either contract. Confidential information can be disclosed to prospective or actual attorneys engaged by any party where disclosure of such information is essential to such attorney’s work for such party and to prospective or actual subcontractors and consultants engaged by any party where disclosure of such information is essential to such subcontractor’s or consultant’s work for such party. Disclosure can also be made to a bona fide prospective transferee of all or a portion of a party’s unit interest to the extent appropriate to allow the assessment of such unit. Disclosure can be made to a bank or other financial institution to the extent appropriate to a party arranging for funding, or to provide security and to the extent such information must be disclosed pursuant to any rules or requirements of any government or stock exchange having jurisdiction over such party, or its affiliates. Each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this article and a party shall be entitled, without proof of special damages, or the posting of a bond, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this article.

Unit operations should be carried out in compliance with applicable Ghana laws and regulations, the contracts, government approval and acknowledgement.

Anticorruption legislation means the applicable laws of Ghana, anti-corruption laws of any home country, governmental authority with respect to a party or any affiliate of a party including the United Kingdom’s anti-corruption legislation, including the anti terrorism crime & security act 2001, the U.S. Foreign Corrupt Practices Act and the OECD anti-bribery principles, any other implementing legislation with respect to the laws above.