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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Mark One)



x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended September 30, 2013



o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from



to



Commission file number: 001-35167



Kosmos Energy Ltd.

(Exact name of registrant as specified in its charter)



Bermuda



98-0686001



(State or other jurisdiction of

incorporation or organization)



(I.R.S. Employer

Identification No.)



Clarendon House

2 Church Street

Hamilton, Bermuda

(Address of principal executive offices)



(Zip Code)



HM 11



Registrant’s telephone number, including area code: +1 441 295 5950



Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes x No o



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File

required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter

period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See

the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x



Accelerated filer o



Non-accelerated filer o

(Do not check if a smaller reporting company)



Smaller reporting company o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x



Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class



Outstanding at October 28, 2013



Common Shares, $0.01 par value



387,559,187



Table of Contents



TABLE OF CONTENTS



Unless otherwise stated in this report, references to “Kosmos,” “we,” “us” or “the company” refer to Kosmos Energy Ltd. and its

subsidiaries. We have provided definitions for some of the industry terms used in this report in the “Glossary and Selected Abbreviations” beginning

on page 3.

Page



PART I. FINANCIAL INFORMATION

Glossary and Select Abbreviations



3



Item 1. Financial Statements



Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012

Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012

Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2013 and 2012

Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2013

Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012

Notes to Consolidated Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures



6

7

8

9

10



11

22

31

33



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors



34

34

34

34

34

34



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

Signatures

Index to Exhibits



35

36

37



2



Table of Contents



KOSMOS ENERGY LTD.

GLOSSARY AND SELECTED ABBREVIATIONS

The following are abbreviations and definitions of certain terms that may be used in this report. Unless listed below, all defined terms under Rule 410(a) of Regulation S-X shall have their statutorily prescribed meanings.



“2D seismic data”



Two-dimensional seismic data, serving as interpretive data that allows a view of a vertical cross-section beneath

a prospective area.



“3D seismic data”



Three-dimensional seismic data, serving as geophysical data that depicts the subsurface strata in three

dimensions. 3D seismic data typically provides a more detailed and accurate interpretation of the subsurface

strata than 2D seismic data.



“API”



A specific gravity scale, expressed in degrees, that denotes the relative density of various petroleum liquids. The

scale increases inversely with density. Thus lighter petroleum liquids will have a higher API than heavier ones.



“ASC”



Financial Accounting Standards Board Accounting Standards Codification.



“ASU”



Financial Accounting Standards Board Accounting Standards Update.



“Barrel” or “Bbl”



A standard measure of volume for petroleum corresponding to approximately 42 gallons at 60 degrees

Fahrenheit.



“BBbl”



Billion barrels of oil.



“BBoe”



Billion barrels of oil equivalent.



“Bcf”



Billion cubic feet.



“Boe”



Barrels of oil equivalent. Volumes of natural gas converted to barrels of oil using a conversion factor of 6,000

cubic feet of natural gas to one barrel of oil.



“Boepd”



Barrels of oil equivalent per day.



“Bopd”



Barrels of oil per day.



“Bwpd”



Barrels of water per day.



“Debt cover ratio”



The “debt cover ratio” is broadly defined, for each applicable calculation date, as the ratio of (x) total long-term

debt less cash and cash equivalents and restricted cash, to (y) the aggregate EBITDAX (see below) of the

Company for the previous twelve months.



“Developed acreage”



The number of acres that are allocated or assignable to productive wells or wells capable of production.



“Development”



The phase in which an oil or natural gas field is brought into production by drilling development wells and

installing appropriate production systems.



“Dry hole”



A well that has not encountered a hydrocarbon bearing reservoir expected to produce in commercial quantities.



“EBITDAX”



Net income (loss) plus (1) exploration expense, (2) depletion, depreciation and amortization expense, (3) equitybased compensation expense, (4) (gain) loss on commodity derivatives, (5) (gain) loss on sale of oil and gas

properties, (6) interest (income) expense, (7) income taxes, (8) loss on extinguishment of debt, (9) doubtful

accounts expense, and (10) similar items.

3



Table of Contents



“E&P”



Exploration and production.



“FASB”



Financial Accounting Standards Board.



“Farm-in”



An agreement whereby an oil company acquires a portion of the participating interest in a block from the owner

of such interest, usually in return for cash and for taking on a portion of the drilling costs of one or more

specific wells or other performance by the assignee as a condition of the assignment.



“Farm-out”



An agreement whereby the owner of the participating interest agrees to assign a portion of its participating interest

in a block to another party for cash or for the assignee taking on a portion of the drilling costs of one or more

specific wells and/or other work as a condition of the assignment.



“FPSO”



Floating production, storage and offloading vessel.



“Ghana Obligors”



Kosmos Energy Operating, Kosmos Energy International, Kosmos Energy Finance International, Kosmos

Energy Development, Kosmos Energy Ghana HC and an “Obligor” from time to time, as defined under the

Facility Agreement, as amended and restated.



“Interest cover ratio”



The “interest cover ratio” is broadly defined, for each applicable calculation date, as the ratio of (x) the aggregate

EBITDAX (see above) of the Company for the previous twelve months, to (y) interest expense less interest

income for the Company for the previous twelve months.



“Loan life cover ratio”



The “loan life cover ratio” is broadly defined, for each applicable forecast period, as the ratio of (x) net present

value of net cash flow through the final maturity date of the Facility plus the net present value of capital

expenditures incurred in relation to the Jubilee Field and certain other fields in Ghana, to (y) the aggregate loan

amounts outstanding under the Facility.



“MBbl”



Thousand barrels of oil.



“Mcf”



Thousand cubic feet of natural gas.



“Mcfpd”



Thousand cubic feet per day of natural gas.



“MMBbl”



Million barrels of oil.



“MMBoe”



Million barrels of oil equivalent.



“MMcf”



Million cubic feet of natural gas.



“Natural gas liquid” or “NGL”



Components of natural gas that are separated from the gas state in the form of liquids. These include propane,

butane, and ethane, among others.



“Petroleum contract”



A contract in which the owner of hydrocarbons gives an E&P company temporary and limited rights, including

an exclusive option to explore for, develop, and produce hydrocarbons from the lease area.



“Petroleum system”



A petroleum system consists of organic material that has been buried at a sufficient depth to allow adequate

temperature and pressure to expel hydrocarbons and cause the movement of oil and natural gas from the area in

which it was formed to a reservoir rock where it can accumulate.



“Plan of development” or “PoD”



A written document outlining the steps to be undertaken to develop a field.



“Productive well”



An exploratory or development well found to be capable of producing either oil or natural gas in sufficient

quantities to justify completion as an oil or natural gas well.

4



Table of Contents



“Prospect(s)”



A potential trap that may contain hydrocarbons and is supported by the necessary amount and quality of

geologic and geophysical data to indicate a probability of oil and/or natural gas accumulation ready to be drilled.

The five required elements (generation, migration, reservoir, seal and trap) must be present for a prospect to

work and if any of them fail neither oil nor natural gas will be present, at least not in commercial volumes.



“Proved reserves”



Estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data

demonstrate with reasonable certainty to be economically recoverable in future years from known reservoirs

under existing economic and operating conditions, as well as additional reserves expected to be obtained through

confirmed improved recovery techniques, as defined in SEC Regulation S-X 4-10(a)(2).



“Proved developed reserves”



Proved developed reserves are those proved reserves that can be expected to be recovered through existing wells

and facilities and by existing operating methods.



“Proved undeveloped reserves”



Proved undeveloped reserves are those proved reserves that are expected to be recovered from future wells and

facilities, including future improved recovery projects which are anticipated with a high degree of certainty in

reservoirs which have previously shown favorable response to improved recovery projects.



“Reconnaissance contract”



A contract in which the owner of minerals gives an E&P company rights to perform evaluation of existing data

or potentially acquire additional data but does not convey an exclusive option to explore for, develop, and/or

produce minerals from the lease area.



“Shelf margin”



The path created by the change in direction of the shoreline in reaction to the filling of a sedimentary basin.



“Structural trap”



A structural trap is a topographic feature in the earth’s subsurface that forms a high point in the rock strata.

This facilitates the accumulation of oil and gas in the strata.



“Structural-stratigraphic trap”



A structural-stratigraphic trap is a combination trap with structural and stratigraphic features.



“Stratigraphy”



The study of the composition, relative ages and distribution of layers of sedimentary rock.



“Stratigraphic trap”



A stratigraphic trap is formed from a change in the character of the rock rather than faulting or folding of the

rock and oil is held in place by changes in the porosity and permeability of overlying rocks.



“Submarine fan”



A fan-shaped deposit of sediments occurring in a deep water setting where sediments have been transported via

mass flow, gravity induced, processes from the shallow to deep water. These systems commonly develop at the

bottom of sedimentary basins or at the end of large rivers.



“Three-way fault trap”



A structural trap where at least one of the components of closure is formed by offset of rock layers across a



fault.



“Trap”



A configuration of rocks suitable for containing hydrocarbons and sealed by a relatively impermeable formation

through which hydrocarbons will not migrate.



“Undeveloped acreage”



Lease acreage on which wells have not been drilled or completed to a point that would permit the production of

commercial quantities of natural gas and oil regardless of whether such acreage contains discovered resources.



5



Table of Contents



KOSMOS ENERGY LTD.



CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

December 31,

2012



September 30,



2013

(Unaudited)

Assets



Current assets:

Cash and cash equivalents

Restricted cash



$



Receivables:

Joint interest billings

Oil sales

Other

Inventories

Prepaid expenses and other

Current deferred tax assets

Derivatives

Total current assets



Property and equipment:

Oil and gas properties, net

Other property, net

Property and equipment, net



Other assets:

Restricted cash

Deferred financing costs, net of accumulated amortization of $22,191 and $13,922 at September 30, 2013 and December 31,

2012, respectively

Long-term deferred tax assets

Derivatives

Total assets



$



Liabilities and shareholders’ equity

Current liabilities:

Accounts payable

Accrued liabilities

Derivatives

Total current liabilities



$



Long-term liabilities:

Long-term debt

Derivatives

Asset retirement obligations

Deferred tax liability

Other long-term liabilities

Total long-term liabilities



Shareholders’ equity:

Preference shares, $0.01 par value; 200,000,000 authorized shares; zero issued at September 30, 2013 and December 31, 2012



440,267

19,377



$



515,164

21,341



71,591

113,067

4,995

33,118

11,596

14,515

917

709,443



21,539

108,995

3,682

33,281



1,486,224

15,490

1,501,714



1,510,312

15,450

1,525,762



24,634



29,884



42,897

14,808

1,583

2,295,079



$



50,214

10,145



2,366,123



$



128,855



98,818

115,866

9,458

224,142



10,470



34,585

1,061



750,118



41,021



20,377

190,253



900,000



1,000,000



1,335

35,226

145,193

18,886

1,100,640



3,226

27,484

104,137

12,117

1,146,964











Common shares, $0.01 par value; 2,000,000,000 authorized shares; 391,956,419 and 391,423,703 issued at September 30,



2013 and December 31, 2012, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income



Treasury stock, at cost, 4,397,232 and 2,731,941 shares at September 30, 2013 and December 31, 2012, respectively

Total shareholders’ equity

Total liabilities and shareholders’ equity



$



See accompanying notes.



6



3,920

1,763,227

(778,386 )

2,563

(21,027)

970,297

2,295,079



$



3,914

1,712,880

(683,176)

3,685

(8,397)

1,028,906

2,366,123



Table of Contents



KOSMOS ENERGY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS



(In thousands, except per share data)

(Unaudited)

Three Months Ended

September 30,

2013

2012



Revenues and other income:

Oil and gas revenue

Interest income

Other income



$



215,169

77



Total revenues and other income



Costs and expenses:

Oil and gas production

Exploration expenses

General and administrative

Depletion and depreciation

Amortization—deferred financing costs

Interest expense



Derivatives, net

Other expenses, net



Total costs and expenses

Income (loss) before income taxes

Income tax expense



$



Nine Months Ended

September 30,

2013

2012



222,375

137



$



636,648

191



133



725



708



450,360

1,165

930



215,379



223,237



637,547



452,455



32,576

78,038

35,646

58,367

2,786

8,781

7,585

1,864



44,873



38,127

39,898

63,794

2,194

20,213

24,529



79,651

194,384

118,787

175,578

8,269

27,789

386

3,345



71,791

96,134

112,558

128,442

6,582

43,717

26,407

728



225,643



233,564



608,189



486,359



(64)



(10,264)

34,224



(10,327)



25,923



$



29,358

124,568



(33,904)



64,730



Net loss



$



(44,488)



(36,250)



$



(95,210)



(98,634)



Net loss per share:

Basic

Diluted



$

$



(0.12)

(0.12)



(0.10)



$

$



(0.25)

(0.25)



(0.27)

(0.27)



(0.10)



Weighted average number of shares used to compute net loss per share:



377,654

377,654



Basic

Diluted



See accompanying notes.



7



373,448

373,448



376,509

376,509



371,140

371,140



Table of Contents



KOSMOS ENERGY LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

Three Months Ended September 30,

2013

2012



Net loss

Other comprehensive income (loss):

Reclassification adjustments for derivative (gains) losses included in

net loss

Other comprehensive income (loss)

Comprehensive loss



$



(44,488)



$



(405)

(405)

(44,893)



See accompanying notes.



8



$



(36,250)



Nine Months Ended September 30,

2013

2012



$



(95,210)



$



(1,122)

(1,122)

(96,332)



(133)

(133)



$



(36,383)



$



(98,634)



$



295

295

(98,339)



Table of Contents



KOSMOS ENERGY LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

Accumulated



Balance as of December 31, 2012

Equity-based compensation

Derivatives, net

Restricted stock awards and units

Restricted stock forfeitures

Purchase of treasury stock

Net loss

Balance as of September 30, 2013



Common Shares

Shares

Amount

391,424

$

3,914







532







391,956



$









Additional

Paid-in



Accumulated



Capital



Deficit



1,712,880

50,792





3,920



$



(445)



1,763,227



$



$



(95,210)

$



See accompanying notes.



9



(683,176)















(6)

6



6









$



Other



Treasury



Comprehensive

Income



(778,386)



$



Stock



3,685



(1,122)











$



2,563



$



Total



(8,397)









$



(6)



(12,624)





(21,027)



$



1,028,906

50,792

(1,122)





(13,069)

(95,210)

970,297



Table of Contents



KOSMOS ENERGY LTD.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Nine Months Ended September 30,

2013

2012



Operating activities

Net loss

Adjustments to reconcile net loss to net cash provided by operating activities:

Depletion, depreciation and amortization



$



(95,210)



$



(98,634)



183,847

62,757

98,912

4,752

(18,658)

50,792

4,468



135,024

51,867

19,357

13,847

(18,755)

58,215

7,739



(Increase) decrease in receivables

Increase in inventories

(Increase) decrease in prepaid expenses and other

Decrease in accounts payable

Increase in accrued liabilities

Net cash provided by operating activities



(56,725)

(2,419)

(1,126)

(30,037)

79,996

281,349



89,102

(7,812)

4,112

(127,025)



Investing activities

Oil and gas assets

Other property

Restricted cash

Net cash used in investing activities



(244,452)

(3,712)

7,214

(240,950)



(272,681)

(9,030)

(23,089)

(304,800)



(100,000)



(110,000)



(13,069)

(2,227)

(115,296)



(8,378)

(374)

(118,752)

(273,442)



$



(74,897)

515,164

440,267



$



673,092

399,650



$

$



27,046

49,716



$

$



16,620



Deferred income taxes



Unsuccessful well costs

Change in fair value of derivatives

Cash settlements on derivatives

Equity-based compensation

Other

Changes in assets and liabilities:



Financing activities

Payment on long-term debt

Purchase of treasury stock

Deferred financing costs

Net cash used in financing activities



Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period



23,073



150,110



Supplemental cash flow information

Cash paid for:

Interest

Income taxes



See accompanying notes.

10



30,247



Table of Contents



KOSMOS ENERGY LTD.

Notes to Consolidated Financial Statements

(Unaudited)



1. Organization

Kosmos Energy Ltd. was incorporated pursuant to the laws of Bermuda in January 2011 to become a holding company for Kosmos Energy

Holdings. Kosmos Energy Holdings is a privately held Cayman Islands company that was formed in March 2004. As a holding company, Kosmos

Energy Ltd.’s management operations are conducted through a wholly owned subsidiary, Kosmos Energy, LLC. The terms “Kosmos,” the “Company,”

“we,” “us,” “our,” “ours,” and similar terms refer to Kosmos Energy Ltd. and its wholly owned subsidiaries, unless the context indicates otherwise.

We are a leading independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. Our

asset portfolio includes existing production and other major project developments offshore Ghana, as well as exploration licenses with significant hydrocarbon

potential offshore Ireland, Mauritania, Morocco (including Western Sahara) and Suriname. Kosmos is listed on the New York Stock Exchange and is traded

under the ticker symbol KOS.



We have one reportable segment, which is the exploration and production of oil and natural gas. Substantially all of our long-lived assets and product

sales are currently related to production located offshore Ghana.

2. Accounting Policies



General

The interim-period financial information presented in the consolidated financial statements included in this report is unaudited and, in the opinion of

management, includes all adjustments of a normal recurring nature necessary to present fairly the consolidated financial position as of September 30, 2013,

the changes in the consolidated statements of shareholders’ equity for the nine months ended September 30, 2013, the consolidated results of operations for the

three and nine months ended September 30, 2013 and 2012, and consolidated cash flows for the nine months ended September 30, 2013 and 2012. The results

of the interim periods shown in this report are not necessarily indicative of the final results to be expected for the full year. The consolidated financial

statements were prepared in accordance with the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under

those rules, certain notes or other financial information that are normally required by Generally Accepted Accounting Principles (“GAAP”) have been

condensed or omitted from these interim consolidated financial statements. These consolidated financial statements and the accompanying notes should be read

in conjunction with our audited consolidated financial statements for the year ended December 31, 2012, included in our annual report on Form 10-K.



Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation. Such reclassifications had no impact on our

reported net loss, current assets, total assets, current liabilities, total liabilities or shareholders’ equity.



Restricted Cash

In accordance with our commercial debt facility, we are required to maintain a restricted cash balance that is sufficient to meet the payment of interest

and fees for the next six-month period. As of September 30, 2013 and December 31, 2012, we had $19.4 million and $21.3 million, respectively, in current

restricted cash to meet this requirement. In addition, in accordance with certain of our petroleum contracts, we have posted letters of credit related to

performance guarantees for our minimum work obligations. These letters of credit are cash collateralized in accounts held by us and as such are classified as

restricted cash. Upon completion of the minimum work obligations and/or entering into the next phase of the petroleum contract, the requirement to post letters

of credit will be satisfied and the cash collateral will be released. As of September 30, 2013 and December 31, 2012, we had $24.6 million and $29.9 million,

respectively, of long-term restricted cash used to cash collateralize performance guarantees related to our petroleum contracts.



11



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Inventories



Inventories consisted of $32.3 million and $33.1 million of materials and supplies and $0.8 million and $0.2 million of hydrocarbons as of

September 30, 2013 and December 31, 2012, respectively. The Company’s materials and supplies inventory primarily consists of casing and wellheads and

is stated at the lower of cost, using the weighted average cost method, or market.

Hydrocarbon inventory is carried at the lower of cost, using the weighted average cost method, or market. Hydrocarbon inventory costs include

expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition. Selling expenses and general and

administrative expenses are reported as period costs and excluded from inventory costs.



Variable Interest Entity

Our wholly owned subsidiary, Kosmos Energy Finance International, is a variable interest entity (“VIE”). The Company is the primary beneficiary

of this VIE, which is consolidated in these financial statements.

Kosmos Energy Finance International’s following assets and liabilities are shown separately on the face of the consolidated balance sheet as of

September 30, 2013 and December 31, 2012: current restricted cash; long-term derivatives assets; long-term debt; and current and long-term derivatives

liabilities. At September 30, 2013, Kosmos Energy Finance International had $36.9 million in cash and cash equivalents; $0.4 million in prepaid expenses

and other; $0.9 million current derivative assets; $36.2 million deferred financing costs, net; $1.5 million in accrued liabilities and $7.6 million in other

long-term liabilities, which are included in the amounts shown on the face of the consolidated balance sheet. At December 31, 2012, Kosmos Energy Finance

International had $118.8 million in cash and cash equivalents; $0.2 million in prepaid expenses and other; $42.2 million deferred financing costs, net;

$0.5 million in accrued liabilities and $6.6 million in other long-term liabilities, which are included in the amounts shown on the face of the consolidated

balance sheet.



3. Property and Equipment

Property and equipment is stated at cost and consisted of the following:

December 31,

2012



September 30,



2013



(In thousands)



Oil and gas properties:

Proved properties

Unproved properties

Support equipment and facilities

Total oil and gas properties

Less: accumulated depletion

Oil and gas properties, net



$



767,288

489,874

712,415

1,969,577



$



(483,353)



1,486,224

30,978

(15,488)

15,490



Other property

Less: accumulated depreciation

Other property, net



$



Property and equipment, net



1,501,714



682,276

454,391

687,835

1,824,502

(314,190)

1,510,312

27,316

(11,866)

15,450



$



1,525,762



We recorded depletion expense of $56.1 million and $61.9 million for the three months ended September 30, 2013 and 2012, respectively and

$169.2 million and $123.3 million for the nine months ended September 30, 2013 and 2012, respectively.



12



Table of Contents



4. Suspended Well Costs

The following table reflects the Company’s capitalized exploratory well costs on completed wells as of and during the nine months ended

September 30, 2013. The table excludes $69.8 million in costs that were capitalized and subsequently expensed during the same period.

Nine Months

Ended



September 30,



2013

(In thousands)



$



Beginning balance

Additions to capitalized exploratory well costs pending the determination of proved reserves

Reclassification due to determination of proved reserves

Capitalized exploratory well costs charged to expense

Ending balance



$



372,492

30,415



(26,997)

375,910



The following table provides an aging of capitalized exploratory well costs based on the date drilling was completed and the number of projects for

which exploratory well costs have been capitalized for more than one year since the completion of drilling:

September 30, 2013



December 31, 2012



(In thousands, except well counts)



Exploratory well costs capitalized for a period of one year or less

Exploratory well costs capitalized for a period one to two years

Exploratory well costs capitalized for a period three to four years

Ending balance

Number of projects that have exploratory well costs that have been capitalized for a

period greater than one year



$

$



11,470

228,842

135,598

375,910



8



$

$



106,635

179,933

85,924

372,492

7



As of September 30, 2013, the projects with exploratory well costs capitalized for more than one year since the completion of drilling are related to the

Mahogany, Teak-1, Teak-2 and Akasa discoveries in the West Cape Three Points (“WCTP”) Block and the Tweneboa, Enyenra, Ntomme and Wawa

discoveries in the Deepwater Tano (“DT”) Block, which are all in Ghana.



Mahogany—Mahogany, a combined area covering parts of the Mahogany East discovery and the Mahogany Deep discovery, was declared

commercial in September 2010, and a PoD was submitted to Ghana’s Ministry of Energy as of May 2, 2011. In a letter dated May 16, 2011, the Ministry of

Energy did not approve the PoD and requested that the WCTP Block partners take certain steps regarding notifications of discovery and commerciality; and

requested other information. The WCTP Block partners believe the combined submission was proper and have held meetings with Ghana National Petroleum

Corporation (“GNPC”) which resolved issues relating to the PoD work program. From May 2011, the Ministry of Energy, GNPC and the WCTP Block

partners continued working to resolve other differences; however, the WCTP Petroleum Agreement (“PA”) contains specific timelines for PoD approval and

discussions, which expired at the end of June 2011. On June 30, 2011, we, as Operator of the WCTP Block and on behalf of the WCTP Block partners,

delivered a Notice of Dispute to the Ministry of Energy and GNPC as provided under the WCTP PA, which is the initial step in triggering the formal dispute

resolution process under the WCTP PA with the government of Ghana regarding approval of the Mahogany PoD. This Notice of Dispute establishes a process

for negotiation and consultation for a period of 30 days (or longer if mutually agreed) among senior representatives from the Ministry of Energy, GNPC and the

WCTP Block partners to resolve the matter. We and the WCTP Block partners are in discussions with the Ministry of Energy and GNPC to resolve

differences on the PoD.

Teak-1 Discovery—Two appraisal wells have been drilled. Following additional appraisal and evaluation, a decision regarding commerciality of the

Teak-1 discovery is expected to be made by the WCTP Block partners in 2014. Within six months of such a declaration, a PoD would be prepared and

submitted to Ghana’s Ministry of Energy, as required under the WCTP PA.

Teak-2 Discovery—We have performed a gauge installation on the well and are reprocessing seismic data. Following additional appraisal and

evaluation, a decision regarding commerciality of the Teak-2 discovery is expected to be made by the WCTP Block partners in 2014. Within six months of

such a declaration, a PoD would be prepared and submitted to Ghana’s Ministry of Energy, as required under the WCTP PA.



Akasa Discovery—We have performed a drill stem test and gauge installation on the discovery well and are currently drilling the Akasa-2A

appraisal well (see Note 13—Subsequent Events). Following additional appraisal and evaluation, a decision regarding commerciality of the Akasa discovery is

expected to be made by the WCTP Block partners in 2014. Within six months of such a declaration, a PoD would be prepared and submitted to Ghana’s

Ministry of Energy, as required under the WCTP PA.

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Tweneboa, Enyenra and Ntomme (“TEN”) Discoveries—In May 2013, the government of Ghana approved the PoD over the TEN discoveries.

Development of TEN will include the drilling and completion of up to 24 development wells, half of the wells are designed as producers and the remainder are

for water and gas injection to support ultimate field recoveries. The TEN project is expected to deliver first oil in 2016. The costs associated with the TEN

development will remain as unproved property pending the determination of whether the discoveries are associated with proved reserves.

Wawa Discovery—We are currently reprocessing seismic data and plan to acquire a high resolution seismic survey over the discovery area in 2014.

Following additional evaluation and potential appraisal activities, a decision regarding commerciality of the Wawa discovery is expected to be made by the DT

Block partners in 2014. Within six months of such declaration, a PoD would be prepared and submitted to Ghana’s Ministry of Energy, as required under the

DT PA.



5. Accounts Payable and Accrued Liabilities

At September 30, 2013 and December 31, 2012, accounts payable of $98.8 million and $128.9 million, respectively, were recorded for invoices

received but not paid. Accrued liabilities consisted of the following:

December 31,

2012



September 30,



2013



(In thousands)



Accrued liabilities:

Accrued exploration, development and production

Accrued general and administrative expenses

Accrued taxes other than income

Accrued derivative settlements

Income taxes



$



$



65,561

14,896

15,667

1,465

18,277

115,866



$



$



20,616

5,089

11,124



4,192

41,021



6. Debt

Facility



In March 2011, the Company secured a $2.0 billion commercial debt facility (the “Facility”) from a number of financial institutions and

extinguished the then existing commercial debt facilities. The Facility was syndicated to certain participants of the existing facilities, as well as new

participants. The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. As part of an amendment in

November 2012, the total commitments for the Facility were reduced to $1.5 billion.

The Facility provides a revolving-credit and letter of credit facility. The availability period for the revolving-credit facility, as amended in April 2013,

expires on December 15, 2014 and the letter of credit sublimit expires on the final maturity date. The available facility amount is subject to borrowing base

constraints and, beginning on December 15, 2014, outstanding borrowings will also be constrained by an amortization schedule. The final maturity date is



March 29, 2018.

In September 2013, as part of the normal borrowing base determination process, the availability under the facility was reduced by $89.6 million to

$1.2 billion. As of September 30, 2013, borrowings under the Facility totaled $900.0 million, the undrawn availability under the Facility was $309.5 million,

and there were no letters of credit drawn under the facility.



Corporate Revolver

In November 2012, we secured a revolving credit facility (the “Corporate Revolver”). In April 2013, the availability under the Corporate Revolver was

increased from $260.0 million to $300.0 million due to additional commitments received from existing and new financial institutions. As of September 30,

2013, there were no borrowings outstanding under the Corporate Revolver and the undrawn availability under the Corporate Revolver was $300.0 million.

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Revolving Letter of Credit Facility

In July 2013, we entered into a revolving letter of credit facility agreement (“LC Facility”). The size of the LC Facility is $100.0 million, with

additional commitments up to $50.0 million being available if the existing lender increases its commitment or if commitments from new financial institutions

are added. The LC Facility provides that we maintain cash collateral in an amount equal to at least 75% of all outstanding letters of credit under the LC

Facility, provided that during the period of any breach of certain financial covenants, the required cash collateral amount shall increase to 100%. The fees

associated with outstanding letters of credit issued will be 0.5% per annum. The LC Facility has an availability period which expires on June 1, 2016. We

may voluntarily cancel any commitments available under the LC Facility at any time. As of September 30, 2013, there were four outstanding letters of credit

totaling $29.0 million under the LC Facility.



At September 30, 2013, the estimated repayments of debt during the five fiscal year periods and thereafter are as follows:

Payments Due by Year

2013(1)



2014



2015



2017



2016



Thereafter



(In thousands)



$



Facility(2)



(1)

(2)







$







$



346,693



$



149,428



$



292,768



$



111,111



Represents payments for the period October 1, 2013 through December 31, 2013.

The scheduled maturities of debt are based on the level of borrowings and the available borrowing base as of

September 30, 2013. Any increases or decreases in the level of borrowings or decreases in the available borrowing base would impact the scheduled

maturities of debt during the next five years and thereafter.



7. Derivative Financial Instruments

We use financial derivative contracts to manage exposures to commodity price and interest rate fluctuations. We do not hold or issue derivative

financial instruments for trading purposes. We manage market and counterparty credit risk in accordance with our policies and guidelines. In accordance with

these policies and guidelines, our management determines the appropriate timing and extent of derivative transactions.



Oil Derivative Contracts

The following table sets forth the volumes in barrels underlying the Company’s outstanding oil derivative contracts and the weighted average Dated

Brent prices per Bbl for those contracts as of September 30, 2013.



Type of Contract



Term(1)



2013:

October - December

October - December

October - December

October - December

2014:

January - December

January - December

January - December

January - December



(1)



Weighted Average Dated Brent Price per Bbl

Deferred

Premium

Receivable/

(Payable)

Floor

Ceiling

Call



MBbl



Three-way collars

Three-way collars

Three-way collars

Three-way collars



375

253

250

250



Three-way collars

Three-way collars

Three-way collars

Three-way collars



1,500

1,000

1,000



1,500



$



(4.82) $









(1.22)





1.15



95.00

87.50

90.00

90.08



85.00

85.00

88.09

90.00



$



105.00

115.00

115.39

115.00



$



125.00

135.00

135.00

135.00



115.00

115.01



140.00

140.00



110.00

113.00



125.00

135.00



In October 2013, we entered into put contracts for 1.7 MMBbl from January 2015 through December 2015 with a floor price of $85.00

per Bbl. The put contracts are indexed to Dated Brent prices and have a weighted average deferred premium payable of $3.78 per Bbl.



15



Table of Contents



Interest Rate Swaps Derivative Contracts

The following table summarizes our open interest rate swaps as of September 30, 2013, whereby we pay a fixed rate of interest and the counterparty

pays a variable LIBOR-based rate:

Weighted Average

Notional Amount

(In thousands)



Term



$



October 2013 — December 2013

January 2014 — December 2014

January 2015 — December 2015



January 2016 — June 2016



Weighted Average

Fixed Rate



200,617



Floating Rate



133,434



1.99%

1.99%



45,319

12,500



2.27%



6-month LIBOR

6-month LIBOR

6-month LIBOR

6-month LIBOR



2.03%



The following tables disclose the Company’s derivative instruments as of September 30, 2013 and December 31, 2012 and gain/(loss) from

derivatives during the three and nine months ended September 30, 2013 and 2012, respectively:



Type of Contract



Derivatives not designated as hedging instruments:

Derivative assets:

Commodity(1)

Commodity(2)

Derivative liabilities:

Commodity(3)

Interest rate

Commodity(4)

Interest rate

Total derivatives not designated as hedging instruments



Estimated Fair Value

Asset (Liability)

September 30,

December 31,

2013

2012

(In thousands)



Balance Sheet Location



Derivatives assets—current

Derivatives assets—long-term



$



Derivatives liabilities—current

Derivatives liabilities—current

Derivatives liabilities—long-term

Derivatives liabilities—long-term



$



917

1,583

(6,284)

(3,174)

(319)

(1,016)

(8,293)



$



$



1,061



(17,005)

(3,372)

(659)

(2,567)

(22,542)



(1)



The commodity derivative asset represents $0.9 million of our oil derivative contracts as of September 30, 2013 and $1.1 million of our provisional

oil sales contract as of December 31, 2012. Includes deferred premiums receivable of $1.1 million and zero related to commodity derivative contracts

as of September 30, 2013 and December 31, 2012, respectively.



(2)



Includes deferred premiums receivable of $0.6 million related to commodity derivative contracts as of September 30, 2013.



(3)



Includes zero and $3.4 million, as of September 30, 2013 and December 31, 2012, respectively of cash settlements made on our commodity

derivative contracts which were settled in the month subsequent to period end. Also, includes deferred premiums payable of $3.0 million and

$7.6 million related to commodity derivative contracts as of September 30, 2013 and December 31, 2012, respectively.



(4)



Includes deferred premiums payable of $0.6 million and $2.4 million related to commodity derivative contracts as of September 30, 2013 and

December 31, 2012, respectively.



16



Table of Contents

Amount of Gain/(Loss)

Three Months Ended



Amount of Gain/(Loss)

Nine Months Ended



September 30,

Type of Contract



2013



Location of Gain/(Loss)



September 30,



2013



2012



2012



(In thousands)



Derivatives in cash flow hedging relationships:

Interest rate(1)

Total derivatives in cash flow hedging

relationships

Derivatives not designated as hedging instruments:

Commodity(2)

Commodity

Interest rate

Total derivatives not designated as hedging

instruments



Interest expense



Oil and gas revenue

Derivatives, net

Interest expense



$



405



$



133



$



1,122



$



(295)



$



405



$



133



$



1,122



$



(295)



$



(554)

(7,585)

(318)



$



11,494

(24,529)

(931)



$



(5,220)

(386)

(268)



$



15,221

(26,407)

(2,366)



$



(8,457)



$



(13,966)



$



(5,874)



$



(13,552)



(1)



Amounts were reclassified from AOCI into earnings upon settlement.



(2)



Amounts represent the mark-to-market portion of our provisional oil sales contracts.



In accordance with the mark-to-market method of accounting, the Company recognizes changes in fair values of its derivative contracts as gains or

losses in earnings during the period in which they occur. The fair value of the effective portion of the interest rate derivative contracts on May 31, 2010, is

reflected in AOCI and is being transferred to interest expense over the remaining term of the contracts. The Company expects to reclassify $1.5 million of gains

from AOCI to interest expense within the next 12 months. See Note 8—Fair Value Measurements for additional information regarding the Company’s

derivative instruments.



Offsetting of Derivative Assets and Derivative Liabilities

Our derivative instruments subject to master netting arrangements with our counterparties only have the right of offset when there is an event of

default. As of September 30, 2013 and December 31, 2012, there was not an event of default and, therefore, the associated gross asset or gross liability

amounts related to these arrangements are presented on the consolidated balance sheets. Additionally, there were no material rights of offset available, if an

event of default occurred, as of September 30, 2013 and December 31, 2012.



8. Fair Value Measurements

In accordance with ASC 820—Fair Value Measurements and Disclosures, fair value measurements are based upon inputs that market participants

use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market

data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are

not reasonably available without undue cost and effort. We prioritize the inputs used in measuring fair value into the following fair value hierarchy:



·



Level 1—quoted prices for identical assets or liabilities in active markets.



·



Level 2—quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets

that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or

corroborated by observable market data by correlation or other means.



·



Level 3—unobservable inputs for the asset or liability. The fair value input hierarchy level to which an asset or liability measurement in its

entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.



17



Table of Contents



The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2013 and

December 31, 2012, for each fair value hierarchy level:

Fair Value Measurements Using:

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)



September 30, 2013

Assets:

Commodity derivatives

Liabilities:

Commodity derivatives

Interest rate derivatives

Total



December 31, 2012

Assets:

Commodity derivatives

Liabilities:

Commodity derivatives

Interest rate derivatives

Total



Significant Other

Significant

Observable Inputs

Unobservable Inputs

(Level 2)

(Level 3)

(In thousands)



$







$



2,500



$











$







$











Total



$







$



2,500



$



(6,603)

(4,190)

(8,293)



$











$



(6,603)

(4,190)

(8,293)



$



1,061



$







$



1,061



$



(17,664)

(5,939)

(22,542)



$











$



(17,664)

(5,939)

(22,542)



The book values of cash and cash equivalents and restricted cash approximate fair value based on Level 1 inputs. Joint interest billings, oil sales

and other receivables, and accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying

values of our debt approximates fair value since they are subject to short-term floating interest rates that approximate the rates available to us for those periods.

Our long-term receivables, if any, after any allowances for doubtful accounts approximate fair value. The estimates of fair value of these items are based on

Level 2 inputs.



Commodity Derivatives

Our commodity derivatives represent crude oil three-way collars for notional barrels of oil at fixed Dated Brent oil prices. The values attributable to

the our oil derivatives are based on (i) the contracted notional volumes, (ii) independent active futures price quotes for Dated Brent, (iii) a credit-adjusted yield

curve applicable to each counterparty by reference to the CDS market and (iv) an independently sourced estimate of volatility for Dated Brent. The volatility

estimate was provided by certain independent brokers who are active in buying and selling oil options and was corroborated by market-quoted volatility

factors. The deferred premium is included in the fair market value of the puts and compound options. See Note 7—Derivative Financial Instruments for

additional information regarding the Company’s derivative instruments.



Provisional Oil Sales

The value attributable to the provisional oil sales derivative is based on (i) the sales volumes subject to provisional pricing and (ii) an independently

sourced forward curve over the term of the provisional pricing period.



Interest Rate Derivatives

We have interest rate swaps, whereby the Company pays a fixed rate of interest and the counterparty pays a variable LIBOR-based rate. The values

attributable to the Company’s interest rate derivative contracts are based on (i) the contracted notional amounts, (ii) LIBOR yield curves provided by

independent third parties and corroborated with forward active market-quoted LIBOR yield curves and (iii) a credit-adjusted yield curve as applicable to each

counterparty by reference to the CDS market.



9. Equity-based Compensation



Restricted Stock Awards and Restricted Stock Units

We record compensation expense equal to the fair value of share-based payments over the vesting periods of the Long-Term Incentive Plan (“LTIP”)

awards. We recorded compensation expense from awards granted under our LTIP of $13.8 million and $19.4 million during the three months ended

September 30, 2013 and 2012, respectively, and $50.8 million and $58.2 million during the nine months ended September 30, 2013 and 2012, respectively.

The tax benefit resulting from equity-based compensation expense



18



Table of Contents



for the three months ended September 30, 2013 and 2012 was $4.8 million and $6.7 million, respectively, and for the nine months ended September 30, 2013

and 2012 was $17.4 million and $20.2 million, respectively. Additionally, we expensed a tax shortfall (the difference between the estimated tax deduction on

the grant date and the actual tax deduction on the vest date) of $6.9 million and $7.4 million during the nine months ended September 30, 2013 and 2012,

respectively. No shortfall occurred during the three months ended September 30, 2013 and 2012.

The following table reflects the outstanding restricted stock awards as of September 30, 2013:

Service Vesting

Restricted Stock

Awards

(In thousands)



9,898

351

(462)

(3,358)

6,429



Outstanding at December 31, 2012

Granted

Forfeited

Vested



Outstanding at September 30, 2013



Weighted-



Market / Service



Weighted-



Average

Grant-Date

Fair Value



Vesting

Restricted Stock

Awards

(In thousands)



Average

Grant-Date

Fair Value



$



16.92

10.73



16.51

17.26

16.44



3,534



(93)



3,441



$



12.93



12.45



12.94



The following table reflects the outstanding restricted stock units as of September 30, 2013:

Service Vesting

Restricted Stock

Units

(In thousands)



1,023

1,512



Outstanding at December 31, 2012

Granted



(133)

(225)

2,177



Forfeited

Vested



Outstanding at September 30, 2013



$



Weighted-



Market / Service



Weighted-



Average

Grant-Date

Fair Value



Vesting

Restricted Stock

Units

(In thousands)



Average

Grant-Date

Fair Value



10.59

10.80

10.53



10.51

10.75



825

1,074

(73)





1,826



$



15.81

15.44

15.74



15.60



As of September 30, 2013, total equity-based compensation to be recognized on unvested restricted stock awards and restricted stock units is

$144.7 million over a weighted average period of 2.20 years. At September 30, 2013, the Company had approximately 5.5 million shares that remain available

for issuance under the LTIP.



For restricted stock awards with a combination of market and service vesting criteria, the number of common shares to be issued is determined by

comparing the Company’s total shareholder return with the total shareholder return of a predetermined group of peer companies over the performance period

and can vest in up to 100% of the awards granted. The grant date fair value of these awards ranged from $6.70 to $13.57 per award. The Monte Carlo

simulation model used to estimate the grant-date fair value utilizes multiple input variables that determine the probability of satisfying the market condition

stipulated in the award grant and calculates the fair value of the award. The expected volatility utilized in the model was estimated using our historical

volatility and the historical volatilities of our peer companies and ranged from 41.3% to 56.7%. The risk-free interest rate was based on the U.S. treasury rate

for a term commensurate with the expected life of the grant and ranged from 0.5% to 1.1%.



For restricted stock units with a combination of market and service vesting criteria, the number of common shares to be issued is determined by

comparing the Company’s total shareholder return with the total shareholder return of a predetermined group of peer companies over the performance period

and can vest in up to 200% of the awards granted. The grant date fair value of these awards ranged from $15.44 to $15.81 per award. The Monte Carlo

simulation model used to estimate the grant-date fair value utilizes multiple input variables that determine the probability of satisfying the market condition

stipulated in the award grant and calculates the fair value of the award. The expected volatility utilized in the model was estimated using our historical

volatility and the historical volatilities of our peer companies and ranged from 53.0% to 54.0%. The risk-free interest rate was based on the U.S. treasury rate

for a term commensurate with the expected life of the grant and ranged from 0.5% to 0.7%.



10. Income Taxes

Income tax expense was $34.2 million and $25.9 million for the three months ended September 30, 2013 and 2012, respectively, and was $124.6

million and $64.7 million for the nine months ended September 30, 2013 and 2012, respectively. The income tax provision consists of U.S. and Ghanaian

income and Texas margin taxes.



19



Table of Contents

The components of income (loss) before income taxes were as follows:

Three Months Ended September 30,

2013

2012



Nine Months Ended September 30,

2013

2012



(In thousands)



Bermuda

United States

Foreign—other

Income (loss) before income taxes



$



(5,880)

2,740

(7,124)

(10,264)



$



$



(2,316)

3,145

(11,156)

(10,327)



$



$



(19,320)

8,014

40,664

29,358



$



$

$



(8,735)

9,492

(34,661)

(33,904)



Our effective tax rate for the three months ended September 30, 2013 and 2012 is (333)% and (251)%, respectively. For the nine months ended,

September 30, 2013 and 2012, our effective tax rate is 424% and (191)%. The effective tax rate for the United States is approximately 42% and 43% for the

three months ended September 30, 2013 and 2012, respectively, and 125% and 116% for the nine months ended September 30, 2013 and 2012, respectively.

The high effective tax rates in the United States are due to the effect of tax shortfalls related to equity-based compensation. The effective tax rate for Ghana is

approximately 36% and 39% for the three months ended September 30, 2013 and 2012, respectively, and 36% and 37% for the nine months ended

September 30, 2013 and 2012, respectively. Our other foreign jurisdictions have a 0% effective tax rate because they reside in countries with a 0% statutory

rate, or we have experienced losses in those countries and have a full valuation allowance reserved against the corresponding net deferred tax assets.



The Company has no material unrecognized income tax benefits.



A subsidiary of the Company files a U.S. federal income tax return and a Texas margin tax return. In addition to the United States, the Company

files income tax returns in the countries in which the Company operates. The Company is open to U.S. federal income tax examinations for tax years 2009

through 2012 and to Texas margin tax examinations for the tax years 2008 through 2012. In addition, the Company is open to income tax examinations for

years 2004 through 2012 in Ghana.

As of September 30, 2013, the Company had no material uncertain tax positions. The Company’s policy is to recognize potential interest and

penalties related to income tax matters in income tax expense, but has not accrued any material amounts to date.



11. Net Income (Loss) Per Share

The following table is a reconciliation between net income (loss) and the amounts used to compute basic and diluted net income (loss) per share and

the weighted average shares outstanding used to compute basic and diluted net income (loss) per share:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2013

2012

2013

2012

(In thousands, except per share data)



Numerator:

Net income (loss)

Less: Basic income allocable to participating securities(1)

Basic net income (loss) allocable to common shareholders

Diluted adjustments to income allocable to participating securities(1)

Diluted net income (loss) allocable to common shareholders

Denominator:

Weighted average number of shares used to compute net income (loss) per

share:

Basic

Restricted stock awards and units(1)(2)

Diluted

Net income (loss) per share:

Basic

Diluted



(1)



$



(44,488)



$





(44,488)





$



(44,488)



$



377,654



377,654

$

$



(0.12)

(0.12)



(36,250)



(36,250)



(36,250)



$



$





373,448

(0.10)

(0.10)



$



$



376,509



376,509



373,448



$

$



(95,210)



(95,210)



(95,210)



$

$



(0.25)

(0.25)



(98,634)



(98,634)



(98,634)



371,140





371,140



$

$



(0.27)

(0.27)



Our service vesting restricted stock awards represent participating securities because they participate in nonforfeitable dividends with common

equity owners. Income allocable to participating securities represents the distributed and

20



Table of Contents



undistributed earnings attributable to the participating securities. Our restricted stock awards with market and service vesting criteria and all

restricted stock units are not considered to be participating securities and, therefore, are excluded from the basic net income (loss) per common share

calculation. Our service vesting restricted stock awards do not participate in undistributed net losses and, therefore, are excluded from the basic net

income (loss) per common share calculation in periods we are in a net loss position.

(2)



We excluded outstanding restricted stock awards and units of 13.9 million and 17.1 million for the three months ended September 30, 2013 and

2012, respectively, and 13.9 million and 17.1 million for the nine months ended September 30, 2013 and 2012, respectively, from the computations

of diluted net income per share because the effect would have been anti-dilutive.



12. Commitments and Contingencies

We are involved in litigation, regulatory examinations and administrative proceedings primarily arising in the ordinary course of our business in

jurisdictions in which we do business. Although the outcome of these matters cannot be predicted with certainty, management believes none of these matters,

either individually or in the aggregate, would have a material effect upon the Company’s consolidated financial statements; however, an unfavorable outcome

could have a material adverse effect on our results from operations for a specific interim period or year.

In June 2013, we signed a long-term rig agreement with a subsidiary of Atwood Oceanics, Inc. for the new build drillship “Atwood Achiever.”

Currently under construction, the rig is scheduled for completion in June 2014 and expected to commence drilling operations in the second half of 2014. The

rig agreement covers an initial period of three years at a day rate of approximately $0.6 million, with an option to extend the agreement for an additional threeyear term.



The estimated future minimum commitments under this contract as of September 30, 2013, are:

Payments Due By Year(1)

2013(2)



Total



Atwood Achiever drilling rig contract (3)



$ 651,525



$



2014







$



90,440



2015

(In thousands)



2016



2017



$ 217,175



$ 217,770



$ 126,140



Thereafter



$







(1)



Does not include purchase commitments for jointly owned fields and facilities where we are not the operator, excludes commitments for development

activities under our petroleum contracts where we are not the operator and excludes commitments for exploration activities, including well

commitments, in our petroleum contracts and farm-in agreements.



(2)



Represents payments for the period from October 1, 2013 through December 31, 2013.



(3)



Commitments calculated using a day rate of $595,000 and an estimated rig delivery date of August 1, 2014.



13. Subsequent Events

In October 2013, we entered into three farm-out agreements with BP plc (“BP”) covering three blocks in the Agadir Basin, offshore Morocco. Under

the terms of the agreements, BP will acquire a non-operating interest in each of the Essaouira Offshore, Foum Assaka Offshore and Tarhazoute Offshore

blocks. BP will fund Kosmos’ share of the cost of one exploration well in each of the three blocks, subject to a maximum spend of $120.0 million per well,

and pay its proportionate share of any well costs above the maximum spend. In the event a second exploration well is drilled in any block, BP will pay 150%

of its share of costs subject to a maximum spend of $120.0 million per well. BP shall also pay $36.3 million for their share of past costs. Completion of the

transactions is subject to customary closing conditions, including Moroccan Government approvals. After completing the transaction, our participating

interests will be 30.0%, 29.925% and 30.0% in the Essaouira, Foum Assaka and Tarhazoute Offshore blocks, respectively, and we will remain the operator.



In October 2013, we entered into a farm-out agreement with Capricorn Exploration & Development Company Limited, a wholly owned subsidiary of

Cairn Energy PLC (“Cairn”), covering the Cap Boujdour Contract Area, offshore Western Sahara. Under the terms of the agreement, Cairn will acquire a 20%

non-operated interest in the exploration permits comprising the Cap Boujdour Contract Area. Cairn will pay 150% of its share of costs of a 3D seismic survey

and one exploration well capped at $125.0 million. In the event the exploration well is successful, Cairn will pay 200% of its share of costs on two appraisal

wells capped at $100.0 million per well. Additionally, Cairn will contribute $12.3 million towards our future costs. Completion of the transaction is subject to

customary closing conditions, including Moroccan Government approvals. After completing the transaction, our participating interest in the Cap Boujdour

Contract Area will be 55.0% and we will remain the operator.



Drilling of the Akasa-2A appraisal well on the WCTP Block was completed in October 2013. The Akasa-2A appraisal well did not encounter oil or

gas reserves sufficient to be utilized as a producing well. Accounting rules require that the costs associated with the Akasa-2A appraisal well be impaired,

which are $11.5 million and included in exploration expenses in the accompanying consolidated statement of operations. We estimate we will incur an

additional $8.9 million of related well costs, which will be expensed as incurred.



21



Table of Contents



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations



The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto contained

herein and our annual financial statements for the year ended December 31, 2012, included in our annual report on Form 10-K along with the section

Management’s Discussion and Analysis of financial condition and Results of Operations contained in such annual report. Any terms used but not

defined in the following discussion have the same meaning given to them in the annual report. Our discussion and analysis includes forward-looking

information that involves risks and uncertainties and should be read in conjunction with “Risk Factors” under Item 1A of this report and in the annual

report, along with “Forward-Looking Information” at the end of this section for information about the risks and uncertainties that could cause our

actual results to be materially different than our forward-looking statements.

Overview

We are a leading independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. Our

asset portfolio includes existing production and other major project developments offshore Ghana, as well as exploration licenses with significant hydrocarbon

potential offshore Ireland, Mauritania, Morocco (including Western Sahara) and Suriname.



We were incorporated pursuant to the laws of Bermuda as Kosmos Energy Ltd. in January 2011 to become a holding company for Kosmos Energy

Holdings. Pursuant to the terms of a corporate reorganization that was completed immediately prior to the closing of Kosmos Energy Ltd.’s IPO on May 16,

2011, all of the interests in Kosmos Energy Holdings were exchanged for newly issued common shares of Kosmos Energy Ltd. As a result, Kosmos Energy

Holdings became wholly owned by Kosmos Energy Ltd.



Recent Developments



Debt

Our $2.0 billion commercial debt facility (“Facility”) provides a revolving-credit and letter of credit facility. The availability period for the revolvingcredit facility, as amended in April 2013, expires on December 15, 2014 and the letter of credit sublimit expires on the final maturity date. The available

facility amount is subject to borrowing base constraints and, beginning on December 15, 2014, outstanding borrowings will also be constrained by an

amortization schedule. The final maturity date is March 29, 2018.



In September 2013, as part of the normal borrowing base determination process, the availability under the facility was reduced $89.6 million to

$1.2 billion. As of September 30, 2013, borrowings under the Facility totaled $900.0 million, the undrawn availability under the Facility was $309.5 million

and there were no letters of credit drawn under the facility.

In July 2013, we entered into a revolving letter of credit facility agreement (“LC Facility”). The size of the LC Facility is $100.0 million, with

additional commitments up to $50.0 million being available if the existing lender increases its commitments or if commitments from new financial institutions

are added. The LC Facility provides that we shall maintain cash collateral in an amount equal to at least 75% of all outstanding letters of credit under the LC

Facility, provided that during the period of any breach of certain financial covenants, the required cash collateral amount shall increase to 100%. The fees

associated with outstanding letters of credit issued will be 0.5% per annum. The LC Facility has an availability period which expires on June 1, 2016. We

may voluntarily cancel any commitments available under the LC Facility at any time. As of September 30, 2013, there were four outstanding letters of credit

totaling $29.0 million under the LC Facility.



Ghana

We previously received an approval for the Phase 1A PoD of the Jubilee Field, and production from Phase 1A commenced in late 2012. The

Phase 1A program includes the drilling of up to eight additional wells consisting of up to five production wells and three water injection wells. Four wells, three

producers and one injector, are online. Program execution is expected to be completed in the latter part of 2014.



Drilling of the Akasa-2A appraisal well on the WCTP Block was completed in October 2013. We believe that the well successfully identified the

down dip water contact associated with the Akasa-1 discovery as intended. Should the Akasa discovery progress to a development, the Akasa-2A appraisal

well is expected to be utilized in the development as a water injector well. However, since the Akasa-2A appraisal well did not encounter oil or gas reserves

sufficient to be utilized as a producing well, accounting rules require that the costs associated with the Akasa-2A appraisal well be impaired. As such, $11.5

million is included in exploration expenses in the accompanying consolidated statement of operations for the three and nine months ended September 30,

2013. We estimate we will incur an additional $8.9 million of related well costs, which will be expensed as incurred.



22



Table of Contents



Cameroon

In July 2013, we informed the government of Cameroon that we do not intend to enter into the next phase of our petroleum contracts in Cameroon and

expect to relinquish our rights to the blocks.



Ireland

In July 2013, Ireland granted us Frontier Exploration Licenses 1-13, 2-13, and 3-13 pursuant to Licensing Options 11/5, 11/7 and 11/8. We

commenced a 3D seismic program of approximately 5,000 square kilometers over these blocks in July 2013, which was completed in October 2013.



Mauritania

In June 2013, we commenced a 3D seismic program of approximately 10,300 square kilometers over portions of Blocks C8 and C12 which is

expected to be completed in the fourth quarter of 2013.



Morocco

In January 2013, we closed on an agreement to acquire an additional 37.5% participating interest in the Essaouira Offshore Block from Canamens

Energy Morocco SARL, one of our block partners. Certain governmental approvals and processes are still required to be completed before this acquisition is

effective.

In August 2013, final government approvals and processes were completed for the acquisition of the additional 18.75% participating interest in the

Foum Assaka Block in the Agadir Basin offshore Morocco from Pathfinder, a wholly owned subsidiary of Fastnet, one of our block partners.

In October 2013, Kosmos executed a petroleum agreement with the Office National des Hydrocarbures et des Mines (“ONHYM”), the national oil

company of the Kingdom of Morocco, covering the Tarhazoute Offshore block, to which the Company previously held certain exploration rights under a 2011

reconnaissance contract. Under the terms of the petroleum contract, the Company is the operator of the Tarhazoute Offshore block. ONHYM holds a 25%

carried interest in the block through the exploration period. The initial exploration period will last for two years and six months and will commence from the

date specified in the exploration permits, which have yet to be finalized with the Government of Morocco and ONHYM. The exploration period may be

extended for additional exploration extension periods of two years and six months and three years respectively. In the event of commercial success, the

Company has the right to develop and produce oil or gas for a period of 25 years from the grant of an exploitation concession from the Government of

Morocco, which may be extended for an additional period of 10 years under certain circumstances. The petroleum contract is subject to customary government

approvals.



We are filing our new petroleum contract for the Tarhazoute Offshore block as well as our existing petroleum contracts to which we are a party and

which have not otherwise been previously filed as exhibits to this Quarterly Report on Form 10-Q.

In October 2013, we entered into three farm-out agreements with BP plc (“BP”) covering three blocks in the Agadir Basin, offshore Morocco. Under

the terms of the agreements, BP will acquire a non-operating interest in each of the Essaouira Offshore, Foum Assaka Offshore and Tarhazoute Offshore

blocks. BP will fund Kosmos’ share of the cost of one exploration well in each of the three blocks, subject to a maximum spend of $120.0 million per well,

and pay its proportionate share of any well costs above the maximum spend. In the event a second exploration well is drilled in any block, BP will pay 150%

of its share of costs subject to a maximum spend of $120.0 million per well. BP shall also pay $36.3 million for their share of past costs. Completion of the

transactions is subject to customary closing conditions, including Moroccan Government approvals. After completing the transaction, our participating

interests will be 30.0%, 29.925% and 30.0% in the Essaouira, Foum Assaka and Tarhazoute Offshore blocks, respectively, and we will remain the operator.



In October 2013, we entered into a farm-out agreement with Capricorn Exploration & Development Company Limited, a wholly owned subsidiary of

Cairn Energy PLC (“Cairn”), covering the Cap Boujdour Contract Area, offshore Western Sahara. Under the terms of the agreement, Cairn will acquire a 20%

non-operated interest in the exploration permits comprising the Cap Boujdour Contract Area. Cairn will pay 150% of its share of costs of a 3D seismic survey

and one exploration well capped at $125.0 million. In the event the exploration well is successful, Cairn will pay 200% of its share of costs on two appraisal

wells capped at $100.0 million per well. Additionally, Cairn will contribute $12.3 million towards our future costs. Completion of the transaction is subject to

customary closing conditions, including Moroccan Government approvals. After completing the transaction, our participating interest in the Cap Boujdour

Contract Area will be 55.0% and we will remain the operator.

23



Table of Contents



Suriname

In August 2013, we completed a 2D seismic program of approximately 1,400 line kilometers over a portion of Block 42, outside of the existing 3D

seismic survey.



Results of Operations

All of our production-related results, as presented in the table below, represent operations from the Jubilee Field in Ghana. Certain operating results

and statistics for the three and nine months ended September 30, 2013 and 2012, are included in the following table:

Three Months Ended

September 30,



2013



Sales volumes:

MBbl



2012

2013

(In thousands, except per barrel data)



1,912



Revenues:

Oil sales

Average sales price per Bbl



Costs:

Oil production, excluding workovers

Oil production, workovers

Total oil production costs

Depletion



Average cost per Bbl:

Oil production, excluding workovers

Oil production, workovers

Total oil production costs



1,985



2012



5,847



3,913



$



215,169

112.52



$



222,375

112.01



$



636,648

108.88



$



450,360

115.08



$



$



16,936

27,937



$



$



44,873



$



39,145

40,506

79,651



$



$



13,026

19,550

32,576



$



33,595

38,196

71,791



$



56,094



$



61,913



$



169,163



$



123,256



$



6.82

10.22

17.04



$



8.53



$



6.69

6.93

13.62



$



8.58

9.76



29.33

46.37



Depletion



$



Oil production cost and depletion costs



Nine Months Ended

September 30,



14.07



22.60

31.18

53.78



$



28.93

42.55



$



18.34



31.50

49.84



$



The following table shows the number of wells in the process of being drilled or are in active completion stages, and the number of wells suspended

or waiting on completion as of September 30, 2013:

Wells Suspended or

Waiting on Completion

Exploration

Development

Gross

Net

Gross

Net



Actively Drilling or Completing

Exploration

Development

Gross

Net

Gross

Net



Ghana

West Cape Three Points

Deepwater Tano

TEN

Jubilee Unit

Total



1







1



0.31









0.31









1

1

24









0.24

0.24



8

1

12



21



2.47

0.18



2.16



4.81









1

1









0.24

0.24



Table of Contents

The discussion of the results of operations and the period-to-period comparisons presented below analyze our historical results. The following

discussion may not be indicative of future results.



Three months ended September 30, 2013 compared to three months ended September 30, 2012

Three Months Ended

September 30,



2013



Increase

(Decrease)



2012

(In thousands)



Revenues and other income:

Oil and gas revenue

Interest income

Other income

Total revenues and other income

Costs and expenses:

Oil and gas production

Exploration expenses

General and administrative

Depletion and depreciation

Amortization—deferred financing costs

Interest expense

Derivatives, net

Other expenses, net

Total costs and expenses

Loss before income taxes

Income tax expense

Net loss



$



215,169

77



$



725

223,237



133



32,576

78,038

35,646

58,367

2,786

8,781

7,585

1,864

225,643

(10,264)

$



$



137



215,379



34,224

(44,488)



222,375



44,873



38,127

39,898

63,794

2,194

20,213

24,529

(64)



233,564

(10,327)



$



25,923

(36,250)



$



(7,206)

(60)

(592)

(7,858)

(12,297)

39,911

(4,252)

(5,427)

592

(11,432)

(16,944)

1,928

(7,921)

63

8,301

(8,238)



Oil and gas revenue. Oil and gas revenue decreased by $7.2 million during the three months ended September 30, 2013 as compared to the three

months ended September 30, 2012. The decrease is primarily due to the slight decrease in sales volumes during the three months ended September 30, 2013 as

compared to three months ended September 30, 2012.



Oil and gas production. Oil and gas production costs decreased by $12.3 million during the three months ended September 30, 2013 as compared

to the three months ended September 30, 2012. The decrease is primarily due to a reduction in well workover costs and non-routine operating costs in the three

months ended September 30, 2013 as compared to the three months ended September 30, 2012.

Exploration expenses. Exploration expenses increased by $39.9 million during the three months ended September 30, 2013, as compared to the

three months ended September 30, 2012. During the three months ended September 30, 2013, we incurred $59.9 million for seismic costs primarily for

Mauritania and Ireland and $13.2 million for unsuccessful well for the Ghana Akasa-2 appraisal well and the Cameroon Sipo-1 exploration well. During the

three months ended September 30, 2012, we incurred $32.8 million for seismic costs primarily for Suriname.



General and administrative. General and administrative costs decreased by $4.3 million during the three months ended September 30, 2013, as

compared to the three months ended September 30, 2012. Total non-cash general and administrative costs were $13.8 million and $19.4 million for the three

months ended September 30, 2013 and 2012, respectively, which was primarily related to equity-based compensation.

Depletion and depreciation. Depletion and depreciation decreased $5.4 million during the three months ended September 30, 2013, as compared

with the three months ended September 30, 2012 primarily due to the slight decrease in barrels lifted.



Interest expense. Interest expense decreased $11.4 million during the three months ended September 30, 2013, as compared with the three months

ended September 30, 2012, primarily due to an accrual for transaction taxes during the three months ended September 30, 2012 and decreases in our

outstanding debt balance and in the mark-to-market loss on our interest rate swaps during the three months ended September 30, 2013.

Derivatives, net. During the three months ended September 30, 2013 and 2012, we recorded losses of $7.6 million and $24.5 million, respectively,

on our outstanding hedge positions. The losses recorded were a result of an increase in oil prices during the respective periods.



25



Table of Contents



Income tax expense. The Company’s effective tax rates for the three months ended September 30, 2013 and 2012 were (333)% and (251)%,

respectively. The large effective tax rates for the periods presented are due to losses incurred in jurisdictions in which we are not subject to taxes and, therefore,

do not generate any income tax benefits and losses incurred in jurisdictions in which we have valuation allowances against our deferred tax assets and therefore

we do not realize any tax benefit on such losses. Income tax expense increased $8.3 million during the three months ended September 30, 2013, as compared

with September 30, 2012, primarily due to an increase in pre-tax income from our Ghanaian subsidiary.



Nine months ended September 30, 2013 compared to nine months ended September 30, 2012

Nine Months Ended

September 30,



2013



Increase

(Decrease)



2012

(In thousands)



Revenues and other income:

Oil and gas revenue

Interest income

Other income

Total revenues and other income

Costs and expenses:

Oil and gas production

Exploration expenses

General and administrative

Depletion and depreciation

Amortization—deferred financing costs

Interest expense

Derivatives, net

Other expenses, net

Total costs and expenses

Income (loss) before income taxes

Income tax expense

Net loss



$



636,648

191



$



637,547



450,360

1,165

930

452,455



79,651

194,384

118,787

175,578

8,269

27,789

386

3,345

608,189

29,358

124,568

(95,210)



71,791

96,134

112,558

128,442

6,582

43,717

26,407

728

486,359

(33,904)

64,730

(98,634)



708



$



$



$



186,288

(974)

(222)

185,092

7,860

98,250

6,229

47,136

1,687

(15,928)

(26,021)

2,617

121,830

63,262

59,838



$



3,424



Oil and gas revenue. Oil and gas revenue increased $186.3 million during the nine months ended September 30, 2013, as compared with the nine

months ended September 30, 2012. The increase is primarily due to having six liftings of oil during the nine months ended September 30, 2013 as compared to

having four liftings of oil during the nine months ended September 30, 2012. This increase is partially offset by a lower realized price per barrel during the

nine months ended September 30, 2013.



Oil and gas production. Oil and gas production costs increased $7.9 million during the nine months ended September 30, 2013, as compared with

the nine months ended September 30, 2012. The increase is primarily due to an increase in routine operating expenses related to the increase in production

volumes and liftings during the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012. In addition, higher

workover and rig equipment costs were incurred during 2013 as compared to 2012.

Exploration expenses. Exploration expenses increased $98.3 million during the nine months ended September 30, 2013, as compared with the nine

months ended September 30, 2012. During the nine months ended September 30, 2013, the Company incurred $97.2 million of unsuccessful well and other

related costs primarily related to the Cameroon Sipo-1 exploration well, the Ghana Sapele-1 exploration well, and the Ghana Akasa-2 appraisal well and $84.9

million for seismic costs primarily for Mauritania, Ireland, Morocco and new ventures. During the nine months ended September 30, 2012, we incurred

$66.2 million for seismic costs for Suriname, Morocco, Ghana and Cameroon and $19.4 million of unsuccessful well costs, primarily related to the Ghana

Teak-4A appraisal well.



General and administrative. General and administrative costs increased $6.2 million during the nine months ended September 30, 2013, as

compared with the nine months ended September 30, 2012, due to an increase in headcount. Total non-cash general and administrative costs were $50.8

million and $58.2 million for the nine months ended September 30, 2013 and 2012, respectively, which was primarily related to equity-based compensation.

Depletion and depreciation. Depletion and depreciation increased $47.1 million during the nine months ended September 30, 2013, as compared

with the nine months ended September 30, 2012. The increase is primarily due to depletion recognized related to the sale of six liftings of oil during the nine

months ended September 30, 2013 as compared to four liftings of oil during the nine months ended September 30, 2012.



26



Table of Contents



Interest expense. Interest expense decreased $15.9 million during the nine months ended September 30, 2013, as compared with the nine months

ended September 30, 2012, primarily due to reduced transaction taxes during the nine months ended September 30, 2012, decreases in our outstanding debt

balance and in the mark-to-market loss on our interest rate swaps during the nine months ended September 30, 2013.

Derivatives, net. During the nine months ended September 30, 2013 and 2012, we recorded a loss of $0.4 million and $26.4 million, respectively,

on our outstanding hedge positions. The losses recorded were a result of an increase in oil prices during the respective periods.



Income tax expense. The Company’s effective tax rates for the nine months ended September 30, 2013 and 2012 were 424% and (191%),

respectively. The large effective tax rates for the periods presented are due to losses incurred in jurisdictions in which we are not subject to taxes and, therefore,

do not generate any income tax benefits as well as losses incurred in jurisdictions in which we have valuation allowances against our deferred tax assets and

therefore we do not realize any tax benefit on such losses. Income tax expense increased $59.8 million during the nine months ended September 30, 2013, as

compared with September 30, 2012, primarily due to an increase in pre-tax income from our Ghanaian subsidiary.



Liquidity and Capital Resources

We are actively engaged in an ongoing process of anticipating and meeting our funding requirements related to exploring for and developing oil and

natural gas resources along the Atlantic Margin. We have historically met our funding requirements through cash flows generated from our operating activities

and secured funding from issuances of equity and commercial debt facilities to meet our ongoing liquidity requirements.



Significant Sources of Capital

Facility



In March 2011, the Company secured a $2.0 billion commercial debt facility (the “Facility”) from a number of financial institutions and

extinguished the then existing commercial debt facilities. The Facility was syndicated to certain participants of the existing facilities, as well as new

participants. The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. As part of an amendment in

November 2012, the total commitments for the Facility were reduced to $1.5 billion.

The Facility provides a revolving-credit and letter of credit facility. The availability period for the revolving-credit facility, as amended in April 2013,

expires on December 15, 2014 and the letter of credit sublimit expires on the final maturity date. The available facility amount is subject to borrowing base

constraints and, beginning on December 15, 2014, outstanding borrowings will also be constrained by an amortization schedule. The final maturity date is



March 29, 2018.

In September 2013, as part of the normal borrowing base determination process, the availability under the facility was reduced $89.6 million to

$1.2 billion. As of September 30, 2013, borrowings under the Facility totaled $900.0 million, the undrawn availability under the Facility was $309.5 million

and there were no letters of credit drawn under the facility.



Corporate Revolver

In November 2012, we secured the Corporate Revolver from a number of financial institutions. In April 2013, the availability under the Corporate

Revolver was increased from $260.0 million to $300.0 million by additional commitments from existing and new financial institutions. As of September 30,

2013, there were no borrowings outstanding under the Corporate Revolver and the undrawn availability under the Corporate Revolver was $300.0 million.



Revolving Letter of Credit Facility

In July 2013, we entered into a revolving LC Facility. The size of the LC Facility is $100.0 million, with additional commitments up to $50.0 million

being available if the existing lender increases its commitments or if commitments from new financial institutions are added. The LC Facility provides that we

shall maintain cash collateral in an amount equal to at least 75% of all outstanding letters of credit under the LC Facility, provided that during the period of

any breach of certain financial covenants, the required cash collateral amount shall increase to 100%. The fees associated with outstanding letters of credit

issued will be 0.5% per annum. The LC Facility has an availability period which expires on June 1, 2016. We may voluntarily cancel any commitments

available under the LC Facility at any time. As of September 30, 2013, there were four outstanding letters of credit totaling $29.0 million under the LC Facility.



27



Table of Contents



Capital Expenditures and Investments

We expect to incur substantial costs as we continue to develop our oil and natural gas prospects and as we:



·



complete our 2013 exploration and appraisal drilling program in our license areas;



·



develop our discoveries that we determine to be commercially viable;



·



purchase and analyze seismic and other geological and geophysical data to identify future prospects; and



·



invest in additional oil and natural gas leases and licenses.



We have relied on a number of assumptions in budgeting for our future activities. These include the number of wells we plan to drill, our

participating interests in our prospects, the costs involved in developing or participating in the development of a prospect, the timing of third-party projects,

and the availability of suitable equipment and qualified personnel. These assumptions are inherently subject to significant business, political, economic,

regulatory, environmental and competitive uncertainties, contingencies and risks, all of which are difficult to predict and many of which are beyond our

control. We may need to raise additional funds more quickly if one or more of our assumptions proves to be incorrect or if we choose to expand our

hydrocarbon asset acquisition, exploration, appraisal, development efforts or any other activity more rapidly than we presently anticipate. We may decide to

raise additional funds before we need them if the conditions for raising capital are favorable. We may seek to sell equity or debt securities or obtain additional

bank credit facilities. The sale of equity securities could result in dilution to our shareholders. The incurrence of additional indebtedness could result in

increased fixed obligations and additional covenants that could restrict our operations.



2013 Capital Program

Our estimate for the 2013 capital program remains at $560.0 million. The 2013 capital expenditure budget consists of:



·



approximately 50% for developmental related expenditures offshore Ghana; and



·



approximately 50% for exploration and appraisal related expenditures, including new venture opportunities.



The ultimate amount of capital we will spend may fluctuate materially based on market conditions and the success of our drilling results. Our future

financial condition and liquidity will be impacted by, among other factors, our level of production of oil and the prices we receive from the sale of these

commodities, the success of our exploration and appraisal drilling program, the number of commercially viable oil and natural gas discoveries made and the

quantities of oil and natural gas discovered, the speed with which we can bring such discoveries to production, and the actual cost of exploration, appraisal

and development of our oil and natural gas assets.

The following table presents our liquidity and financial position as of September 30, 2013:

September 30,



2013

(In thousands)



Cash and cash equivalents

Drawings under the Facility

Net debt



$



Availability under the Facility

Availability under the Corporate Revolver

Available borrowings plus cash and cash equivalents



$



440,267

900,000



459,733

309,504

300,000



1,049,771

28



Table of Contents



Cash Flows

Nine Months Ended September 30,

2013

2012

(In thousands)



Net cash provided by (used in):

Operating activities

Investing activities

Financing activities



$



281,349

(240,950)

(115,296)



$



150,110

(304,800)

(118,752)



Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2013 was $281.3 million compared with

net cash provided by operating activities for the nine months ended September 30, 2012 of $150.1 million. The increase in cash provided by operating

activities in the nine months ended September 30, 2013 when compared to the same period in 2012 was primarily due to an increase in oil and gas revenues

offset by a negative change in working capital items.

Investing activities. Net cash used in investing activities for the nine months ended September 30, 2013 was $241.0 million compared with net

cash used in investing activities for the nine months ended September 30, 2012 of $304.8 million. The decrease in cash used in investing activities in the nine

months ended September 30, 2013 when compared to the same period in 2012 was primarily attributable to a decrease in expenditures for oil and gas assets

and the release of restricted cash during 2013.



Financing activities. Net cash used in financing activities for the nine months ended September 30, 2013 was $115.3 million compared with net

cash used in financing activities for the nine months ended September 30, 2012 of $118.8 million. The cash used in financing activities in the nine months

ended September 30, 2013 was consistent with the prior period.

Contractual Obligations

The following table summarizes by period the payments due for our estimated contractual obligations as of September 30, 2013:

Payments Due By Year(3)

2013(4)



Total



Facility(1)

Interest payments on long-term debt(2)

Operating leases

Atwood Achiever drilling rig contract(5)



$



900,000



147,468

22,205

651,525



$





11,237

1,562





2014



$





47,858

4,306



2015

(In thousands)



$



90,440



346,693

39,494

3,502

217,175



2017



2016



$



149,428

25,167

3,158

217,770



$



292,768

21,957

3,223

126,140



Thereafter



$



111,111

1,755

6,454





(1)



The estimated repayments of debt are based on the level of borrowings and the available borrowing base as of September 30, 2013. Any increases or

decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during

the next five years and thereafter. As of September 30, 2013, there were no borrowings under the Corporate Revolver.



(2)



Based on outstanding borrowings as noted in (1) above and the LIBOR yield curves at the reporting date and commitment fees related to the Facility

and Corporate Revolver.



(3)



Does not include purchase commitments for jointly owned fields and facilities where we are not the operator and excludes commitments for

exploration activities, including well commitments, in our petroleum contracts and farm-in agreements.



(4)



Represents payments for the period from October 1, 2013 through December 31, 2013.



(5)



Commitments calculated using a day rate of $595,000 and an estimated rig delivery date of August 1, 2014.



The following table presents maturities by expected maturity dates under the Facility, the weighted average interest rates expected to be paid on the

Facility given current contractual terms and market conditions, and the debt’s estimated fair value. Weighted-average interest rates are based on implied

forward rates in the yield curve at the reporting date. This table does not take into account amortization of deferred financing costs.



29



Table of Contents

October 1

Through

December 31,

2013(1)



Variable rate debt:

Facility(2)

Weighted average interest rate(3)

Interest rate swaps:

Notional debt amount(4)

Fixed rate payable

Variable rate receivable(5)

Notional debt amount(4)

Fixed rate payable

Variable rate receivable(5)

Notional debt amount(4)

Fixed rate payable

Variable rate receivable(5)

Notional debt amount(4)

Fixed rate payable

Variable rate receivable(5)



$



Liability



Years Ending December 31,

2015

2016

2017

(In thousands, except percentages)



2014







$











$



47,033



346,693 $

4.56%



149,428 $

5.70%



$



16,875 $

2.22%







$







$



(1,746)







$







$



(1,846)







$







$



(74)







$







$



(524)



2.22%

$







$



$







$



$







$



Thereafter



$



3.94%



3.43%



$



Fair Value at

September 30,

2013



0.47%

47,033 $

2.31%

0.47%







$



6,250 $

2.22%

1.46%

6,250 $

2.31%

1.46%

— $



23,137



$







0.83%



16,875 $

2.31%

0.83%



1,868 $

0.98%

0.53%

38,434 $

1.34%

0.47%



$



292,768 $

7.05%



111,111 $

7.68%



(900,000)



1.34%

0.68%



(1)



The interest rate swaps’ variable rate receivable for the period October 1 through December 31, 2013 locked on June 26, 2013, therefore the notional

amounts are not subject to changes in interest rates.



(2)



The amounts included in the table represent principal maturities only. The scheduled maturities of debt are based on the level of borrowings and the

available borrowing base as of September 30, 2013. Any increases or decreases in the level of borrowings or increases or decreases in the available

borrowing base would impact the scheduled maturities of debt during the next five years and thereafter. As of September 30, 2013, there were no

borrowings under the Corporate Revolver.



(3)



Based on outstanding borrowings as noted in (1) above and the LIBOR yield curves plus applicable margin at the reporting date. Excludes

commitment fees related to the Facility and Corporate Revolver.



(4)



Represents weighted average notional contract amounts of interest rate derivatives. In the final year of maturity, represents notional amount from

January — June.



(5)



Based on implied forward rates in the yield curve at the reporting date.



Off-Balance Sheet Arrangements

We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of September 30,

2013, our material off-balance sheet arrangements and transactions include operating leases and undrawn letters of credit. There are no other transactions,

arrangements, or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect Kosmos’ liquidity or

availability of or requirements for capital resources.

Critical Accounting Policies



We consider accounting policies related to our revenue recognition, exploration and development costs, receivables, income taxes, derivatives and

hedging activities, estimates of proved oil and natural gas reserves, asset retirement obligations and impairment of long-lived assets as critical accounting

policies. The policies include significant estimates made by management using information available at the time the estimates are made. However, these

estimates could change materially if different information or assumptions were used. These policies are summarized in “Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations section in our annual report on Form 10-K, for the year ended December 31, 2012.



Cautionary Note Regarding Forward-looking Statements

This quarterly report on Form 10-Q contains estimates and forward-looking statements, principally in “Management’s Discussion and Analysis of

Financial Condition and Results of Operations.” Our estimates and forward-looking statements are mainly based on our current expectations and estimates of

future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements

are based upon reasonable assumptions, they are subject to

30



Table of Contents



several risks and uncertainties and are made in light of information currently available to us. Many important factors, in addition to the factors described in

our quarterly report on Form 10-Q and our annual report on Form 10-K, may adversely affect our results as indicated in forward-looking statements. You

should read this quarterly report on Form 10-Q, the annual report on Form 10-K and the documents that we have filed with the Securities and Exchange

Commission completely and with the understanding that our actual future results may be materially different from what we expect. Our estimates and forwardlooking statements may be influenced by the following factors, among others:



·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·

·



our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop our current discoveries and prospects;

uncertainties inherent in making estimates of our oil and natural gas data;

the successful implementation of our and our block partners’ prospect discovery and development and drilling plans;

projected and targeted capital expenditures and other costs, commitments and revenues;

termination of or intervention in concessions, rights or authorizations granted by the governments of Ghana, Cameroon, Ireland, Mauritania,

Morocco or Suriname (or their respective national oil companies) or any other federal, state or local governments or authorities, to us;

our dependence on our key management personnel and our ability to attract and retain qualified technical personnel;

the ability to obtain financing and to comply with the terms under which such financing may be available;

the volatility of oil and natural gas prices;

the availability, cost, function and reliability of developing appropriate infrastructure around and transportation to our discoveries and

prospects;

the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services;

other competitive pressures;

potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards;

current and future government regulation of the oil and gas industry;

cost of compliance with laws and regulations;

changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation, or interpretation, of those

laws and regulations;

environmental liabilities;

geological, technical, drilling, production and processing problems;

military operations, civil unrest, terrorist acts, wars or embargoes;

the cost and availability of adequate insurance coverage;

our vulnerability to severe weather events;

our ability to meet our obligations under the agreements governing our indebtedness;

the availability and cost of financing and refinancing our indebtedness;

the amount of collateral, if any, required to be posted from time to time in our hedging transactions;

our success in risk management activities, including the use of derivative financial instruments to hedge commodity and interest rate risks; and

other risk factors discussed in the “Item 1A. Risk Factors” section of this quarterly report on Form 10-Q and our annual report on Form 10-K.



The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and similar words are intended to

identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the date they were made, and, except to the

extent required by law, we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future

events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of

the risks and uncertainties described above, the estimates and forward-looking statements discussed in this quarterly report on Form 10-Q might not occur,

and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, including, but not limited

to, the factors mentioned above. Because of these uncertainties, you should not place undue reliance on these forward-looking statements.



Item 3. Qualitative and Quantitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential

exposure to market risks. The term “market risks” as it relates to our currently anticipated transactions refers to the risk of loss arising from changes in

commodity prices and interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably

possible losses. This forward-looking information provides indicators of

31



Table of Contents

how we view and manage ongoing market risk exposures. We enter into market-risk sensitive instruments for purposes other than to speculate.



We manage market and counterparty credit risk in accordance with policies and guidelines. In accordance with these policies and guidelines, our

management determines the appropriate timing and extent of derivative transactions. See “Item 8. Financial Statements and Supplementary Data—Note 2

—Accounting Policies, Note 10—Derivative Financial Information and Note 11—Fair Value Measurements” section of our annual report on Form 10-K for a

description of the accounting procedures we follow relative to our derivative financial instruments.

The following table reconciles the changes that occurred in fair values of our open derivative contracts during the nine months ended September 30,

2013:



Commodities



$



Fair value of contracts outstanding as of December 31, 2012

Changes in contract fair value

Contract maturities

Fair value of contracts outstanding as of September 30, 2013



$



Derivative Contracts Assets (Liabilities)

Interest Rates

(In thousands)



(16,603)

(5,606)

18,106

(4,103)



$



(5,939)

(268)

2,017

(4,190)



$



$



Total



(22,542)

(5,874)

20,123

(8,293)



$



Commodity Derivative Instruments

We enter into various oil derivative contracts to mitigate our exposure to commodity price risk associated with anticipated future oil production. These

contracts currently consist of three-way collars.



Commodity Price Sensitivity

The following table provides information about our oil derivative financial instruments that were sensitive to changes in oil prices as of

September 30, 2013:



Type of Contract



Term (1)



2013:

October—December

October—December

October—December

October—December

2014:

January—December

January—December

January—December

January—December



Weighted Average Dated Brent Price per Bbl

Deferred

Premium

Receivable/

(Payable)

Floor

Ceiling



MBbl



Three-way collars

Three-way collars

Three-way collars

Three-way collars



375

253

250

250



Three-way collars

Three-way collars

Three-way collars

Three-way collars



1,500



$



(4.82) $









(1.22)





1.15



1,000

1,000



1,500



95.00

87.50

90.00

90.08



85.00

85.00

88.09

90.00



$



105.00

115.00

115.39

115.00



$



Asset (Liability)



Fair Value at

September 30,

2013(2)



Call



125.00

135.00

135.00

135.00



115.00

115.01



140.00

140.00



110.00

113.00



125.00

135.00



$



(3,245)

(115)

(91)

(102)



(1,999)

(131)

(535)

2,115



(1)



In October 2013, we entered into put contracts for 1.7 MMBbl from January 2015 through December 2015 with a floor price of $85.00 per Bbl.

The put contracts are indexed to Dated Brent prices and have a weighted average deferred premium payable of $3.78 per Bbl.



(2)



Fair values are based on the average forward Dated Brent oil prices on September 30, 2013 which by year are: 2013—$107.57, 2014—$102.77 and

2015 — $97.38. These fair values are subject to changes in the underlying commodity price. The average forward Dated Brent oil prices based on

October 28, 2013 market quotes by year are: 2013—$109.05, 2014—$105.31 and 2015 — $99.30.



Interest Rate Derivative Instruments

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations” section of our

annual report on Form 10-K for specific information regarding the terms of our interest rate derivative instruments that are sensitive to changes in interest rates.

32



Table of Contents



Interest Rate Sensitivity

At September 30, 2013, we had indebtedness outstanding under the Facility of $900.0 million, of which $699.4 million bore interest at floating

rates. The interest rate on this indebtedness as of September 30, 2013 was approximately 3.4%. If LIBOR changed by 10% at this level of floating rate debt, our

cash paid for interest would increase or decrease by $0.1 million per year on the Facility. We pay commitment fees on the $309.5 million of undrawn

availability and $290.5 million of unavailable commitments under the Facility and on the $300.0 million of undrawn availability under the Corporate

Revolver, which are not subject to changes in interest rates.

As of September 30, 2013, the fair market value of our interest rate swaps was a net liability of approximately $4.2 million. If LIBOR increased by

10%, we estimate the liability would decrease to approximately $4.1 million, and if LIBOR decreased by 10%, we estimate the liability would increase to

approximately $4.3 million.



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls

and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the

supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer. This evaluation

considered the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in

the SEC reports we file or submit under the Exchange Act is accurate, complete and timely. However, a control system, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must reflect the

fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Consequently, no evaluation of controls can

provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Based upon this evaluation, our

Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30,

2013, in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that such information is accumulated and

communicated to the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding

required disclosure.



Evaluation of Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or

are reasonably likely to materially affect, our internal control over financial reporting.

33



Table of Contents



PART II. OTHER INFORMATION



Item 1. Legal Proceedings

There have been no material changes from the information concerning legal proceedings discussed in the “Item 3. Legal Proceedings” section of our

annual report on Form 10-K.



Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in “Item 1A. Risk Factors” section of our annual report on Form 10-K.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There have been no material changes from the information concerning the use of proceeds from our IPO discussed in the “Item 5. Market for

Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” section of our annual report on Form 10-K.



Item 3. Defaults Upon Senior Securities

None.



Item 4. Mine Safety Disclosures

Not applicable.



Item 5. Other Information.

There have been no material changes required to be reported under this Item that have not previously been disclosed in the annual report on Form 10K, other than as follows:



Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

Under the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we are required to include

certain disclosures in our periodic reports if we or any of our “affiliates” (as defined in Rule 12b-2 under the Exchange Act) knowingly engaged in certain

specified activities during the period covered by the report. Because the Securities and Exchange Commission (“SEC”) defines the term “affiliate” broadly, it

includes any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly

by the SEC).

We are not presently aware that we and our consolidated subsidiaries have knowingly engaged in any transaction or dealing reportable under

Section 13(r) of the Exchange Act during the fiscal quarter ended September 30, 2013. In addition, except as described below, at the time of filing this quarterly

report on Form 10-Q, we are not aware of any such reportable transactions or dealings by companies that may be considered our affiliates as to whether they

have knowingly engaged in any such reportable transactions or dealings during such period. Upon the filing of periodic reports by such other companies for

the fiscal quarter or fiscal year ended September 30, 2013, as the case may be, additional reportable transactions may be disclosed by such companies.



As of April 1, 2013, funds affiliated with The Blackstone Group (“Blackstone”) held approximately 29% of our outstanding common shares. We are

also a party to a shareholders agreement with Blackstone pursuant to which, among other things, Blackstone currently has the right to designate three

members of our board of directors. Accordingly, Blackstone may be deemed an “affiliate” of us, both currently and during the fiscal quarter ended

September 30, 2013.

Blackstone informed us of the information reproduced below (the “Travelport Disclosure”) regarding Travelport Limited (“Travelport”), a company that

may be considered one of Blackstone’s affiliates. Because both we and Travelport are controlled by Blackstone, we may be considered an “affiliate” of

Travelport for the purposes of Section 13(r) of the Exchange Act.

34



Table of Contents



Travelport Disclosure:

Quarter ended September 30, 2013



“As part of our global business in the travel industry, we provide certain passenger travel related GDS and Airline IT Solutions services to Iran

Air. We also provide certain Airline IT Solutions services to Iran Air Tours. All of these services are either exempt from applicable sanctions

prohibitions pursuant to a statutory exemption in the International Emergency Economic Powers Act permitting transactions ordinarily incident to

travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control (“OFAC”). Subject to any changes

in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the

arrangement of travel for individuals.

Quarter ended June 30, 2013



“As part of our global business in the travel industry, we provide certain passenger travel related GDS and airline IT Solutions services to Iran

Air. We also provide certain airline IT Solutions services to Iran Air Tours. All of these services are either exempt from applicable sanctions

prohibitions pursuant to a statutory exemption in the International Emergency Economic Powers Act permitting transactions ordinarily incident to

travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control (“OFAC”). Subject to any changes

in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the

arrangement of travel for individuals.

Prior to and during the reporting period, we also provided airline IT Solutions services to Syrian Arab Airlines. These services were generally

understood to be permissible under the same statutory travel exemption. The services were terminated following the May 2013 action by OFAC to

designate this airline as a Specially Designated Global Terrorist pursuant to the Global Terrorism Sanctions Regulations.



The gross revenue and net profit attributable to these activities in the quarter ended June 30, 2013 were approximately $248,000 and $176,000,

respectively.”



The Travelport Disclosure relates solely to activities conducted by Travelport and do not relate to any activities conducted by us. We have no

involvement in or control over the activities of Travelport, any of its predecessor companies or any of its subsidiaries. Other than as described above, we have

no knowledge of the activities of Travelport with respect to transactions with Iran, and we have not participated in the preparation of the Travelport Disclosure.

We have not independently verified the Travelport Disclosure, are not representing to the accuracy or completeness of the Travelport Disclosure and undertake

no obligation to correct or update the Travelport Disclosure.



Item 6. Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this quarterly report on Form 10-Q.



35



Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.



Kosmos Energy Ltd.

(Registrant)

Date



/s/ W. GREG DUNLEVY

W. Greg Dunlevy

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)



November 5, 2013



36



Table of Contents



INDEX OF EXHIBITS

Exhibit



Number



Description of Document



10.1*



Multi-Currency Revolving Letter of Credit Facility Agreement, dated as of July 3, 2013, among Kosmos Energy Credit International,

as Original Borrower, Kosmos Energy Ltd., as Original Guarantor, and Societe Generale, London Branch, as Original Lender,

Facility Agent, Security Agent and Account Bank.



10.2*



Charge on Cash Deposits and Account Bank Agreement, dated as of July 3, 2013, among Kosmos Energy Credit International and

Societe Generale, London Branch, as Security Agent.



10.3*



Letter of Resignation from John R. Kemp III, dated as of July 18, 2013.



10.4*



Amendment No. 2, effective as of January 1, 2013, to Consulting Agreement between Kosmos Energy Ltd. and John R. Kemp III



10.5*



Amendment No. 3, effective as of October 1, 2013, to Consulting Agreement between Kosmos Energy Ltd. and John R. Kemp III



10.6*



Offer Letter, dated November 22, 2011, between Kosmos Energy, LLC and Darrell McKenna



10.7*



Offer Letter, dated March 2, 2012, between Kosmos Energy, LLC and Tyner Gaston



10.8*



Offer Letter, dated May 16, 2012, between Kosmos Energy, LLC and Paul Nobel



10.9*



Form of RSU Award Agreement (Directors — Service-Vesting)



10.10*



Form of RSU Award Agreement (Employees —Service-Vesting)



10.11*



Form of RSU Award Agreement (Employees —Performance-Vesting)



10.12*



Petroleum Agreement Regarding the Exploration for Exploitation of Hydrocarbons among Office National Des Hydrocarbures Et Des

Mines acting on behalf of the Kingdom of Morocco, Kosmos Energy Deepwater Morocco and Canamens Energy Morocco SARL in

the area of interest named “Essaouira Offshore” dated September 9, 2011



10.13*



Deed of Assignment in Petroleum Agreement for the Exploration for and Exploitation of Hydrocarbons in the zone of interest named



“Essaouira Offshore” between Canamens Energy Morocco SARL and Kosmos Energy Deepwater Morocco dated December 19, 2012



10.14*



Petroleum Agreement Regarding the Exploration for Exploitation of Hydrocarbons among Office National Des Hydrocarbures Et Des

Mines acting on behalf of the Kingdom of Morocco, Kosmos Energy Deepwater Morocco and Pathfinder Hydrocarbon Ventures

Limited in the area of interest named “Foum Assaka Offshore” dated May 4, 2011



10.15*



Deed of Assignment in Petroleum Agreement for the Exploration for and Exploitation of Hydrocarbons in the zone of interest named



“Foum Assaka Offshore” between Pathfinder Hydrocarbon Ventures Limited and Kosmos Energy Deepwater Morocco dated June 11,

2012



10.16*



Petroleum Agreement Regarding the Exploration for Exploitation of Hydrocarbons among Office National Des Hydrocarbures Et Des

Mines acting on behalf of the Kingdom of Morocco and Kosmos Energy Deepwater Morocco in the area of interest named “Tarhazoute

Offshore” dated October 10, 2013



10.17*



Exploration and Production Contract between The Islamic Republic of Mauritania and Kosmos Energy Mauritania (Bloc C8) dated



April 5, 2012

10.18*



Exploration and Production Contract between The Islamic Republic of Mauritania and Kosmos Energy Mauritania (Bloc C12) dated



April 5, 2012

37



Table of Contents



10.19*



Exploration and Production Contract between The Islamic Republic of Mauritania and Kosmos Energy Mauritania (Bloc C13) dated



April 5, 2012

10.20*



Production Sharing Contract for Petroleum Exploration, Development and Production relating to Block 42 Offshore Suriname between

Staatsolie Maatshappij Suriname N.V. and Kosmos Energy Suriname dated December 13, 2011



10.21*



Production Sharing Contract for Petroleum Exploration, Development and Production relating to Block 45 Offshore Suriname between

Staatsolie Maatshappij Suriname N.V. and Kosmos Energy Suriname dated December 13, 2011



10.22*



Deed of Assignment and Transfer relating to Blocks 42 and 45 Offshore Suriname between Kosmos Energy Suriname and Chevron



Suriname Exploration Limited dated May 31, 2012



10.23*



Irish Continental Shelf — Petroleum Exploration License No. 1/13 (Frontier) between the Minister for Communications, Energy and

Natural Resources, Ireland, and Kosmos Energy Ireland and Antrim Exploration (Ireland) Ltd dated August 28, 2013



10.24*



Irish Continental Shelf — Petroleum Exploration License No. 2/13 (Frontier) between the Minister for Communications, Energy and

Natural Resources, Ireland, and Kosmos Energy Ireland and Europa Oil and Gas (Holdings) Plc. dated August 23, 2013



10.25*



Irish Continental Shelf — Petroleum Exploration License No. 3/13 (Frontier) between the Minister for Communications, Energy and

Natural Resources, Ireland, and Kosmos Energy Ireland and Europa Oil and Gas (Holdings) Plc. dated August 23, 2013



10.26*



Licensing Terms for Offshore Oil and Gas Exploration, Development and Production 2007, relating to the Petroleum Exploration

Licenses No. 1/13, No. 2/13 and No. 3/13 offshore Ireland



10.27*



Petroleum Agreement Regarding the Exploration for Exploitation of Hydrocarbons between Office National Des Hydrocarbures Et Des

Mines acting on behalf of the State and Kosmos Energy Offshore Morocco HC in the area of interest named “Cap Boujdour Offshore”



dated July 7, 2011

31.1*



Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2*



Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1**



Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



32.2**



Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



101.INS*



XBRL Instance Document



101.SCH*



XBRL Taxonomy Extension Schema Document



101.CAL*



XBRL Taxonomy Extension Calculation Linkbase Document



101.LAB*



XBRL Taxonomy Extension Label Linkbase Document



101.PRE*



XBRL Taxonomy Extension Presentation Linkbase Document



101.DEF*



XBRL Taxonomy Extension Definition Linkbase Document



*



Filed herewith.



**



Furnished herewith.

38



Exhibit 10.1

CONFORMED COPY



DATED 3 JULY 2013 AND AMENDED AND RESTATED ON 29 JULY 2013

KOSMOS ENERGY CREDIT INTERNATIONAL

as Original Borrower

- and -



KOSMOS ENERGY LTD.

as Original Guarantor

- and -



SOCIETE GENERALE, LONDON BRANCH

as Facility Agent, Security Agent and Account Bank

- and -



THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

as Original Lender



UP TO USD 150,000,000 MULTICURRENCY REVOLVING

LETTER OF CREDIT FACILITY AGREEMENT



Slaughter and May

One Bunhill Row

London

EC1Y 8YY

(SRG/TXI)

516578965



CONTENTS

Page



PART 1 INTERPRETATION



3



1.



3



Definitions and Interpretation



PART 2 CONDITIONS PRECEDENT



25



2.



25



Conditions Precedent



PART 3 OPERATION OF THE FACILITY



26



3.



The Facility



26



4.



Finance Parties’ Rights and Obligations



28



5.



Purpose



29



6.



Utilisation



29



PART 4 PAYMENTS, CANCELLATION, INTEREST AND FEES



40



7.



Repayment



40



8.



Prepayment and Cancellation



40



9.



Interest



44



10.



Fees



44



PART 5 TAXES, INCREASED COSTS AND INDEMNITIES



46



11.



Tax Gross-Up and Indemnities



46



12.



Increased costs



48



13.



Other Indemnities



50



14.



Mitigation by the Lenders



51



PART 6 FINANCIAL INFORMATION



52



15.



52



Information Undertakings



PART 7 GUARANTEE



57



16.



57



Guarantee and Indemnity



PART 8 REPRESENTATIONS, COVENANTS, EVENTS OF DEFAULT



60



17.



Representations



60



18.



Financial Covenants



63



19.



General Undertakings



64



20.



Events of Default



66



PART 9 CHANGES TO LENDERS AND OBLIGORS AND ROLES



72



21.



72



Changes to the Lenders



22.



Changes to the Obligors



77



23.



Role of the Facility Agent and the Arranger



78



24.



The Security Agent



83



25.



Change of Security Agent and Delegation



90



PART 10 ADMINISTRATION, COSTS AND EXPENSES



92



26.



Bank Accounts



92



27.



Payment Mechanics



92



28.



Set-Off



95



29.



Costs and Expenses



95



30.



Indemnities



96



31.



Notices



97



32.



Calculations and Certificates



100



33.



Disclosure To Numbering Service Providers



101



34.



Partial Invalidity



102



35.



Remedies and Waivers



102



36.



Amendments and Waivers



102



37.



Counterparts



104



PART 11 GOVERNING LAW ANDENFORCEMENT



105



38.



Governing Law



105



39.



Jurisdiction



105



40.



Service of Process



105



Schedule 1 The Original Lender



107



Schedule 2 Conditions Precedent



108



Part I Conditions Precedent to First Utilisation



108



Part II Conditions Precedent Required to be Delivered by an Additional Obligor



109



Schedule 3 Utilisation Request



110



Schedule 4 Form of Transfer Certificate



113



Schedule 5 Form of Compliance Certificate



115



Schedule 6 Form of Confidentiality Undertaking



117



Schedule 7 Form of Lender Accession Notice



122



Schedule 8 Form of Letter of Credit



124



Schedule 9 Form of Renewal or Extension Request



128



Schedule 10 Pre-existing Letters of Credit



130



THIS AGREEMENT is dated 3 July, 2013 and amended and restated on 29 July 2013 and made between:

(1)



KOSMOS ENERGY CREDIT INTERNATIONAL , a company incorporated in the Cayman Islands, with registered number 256364 and

whose registered office is at PO Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman, KY1-1209,

Cayman Islands (the “ Original Borrower ” or the “ Company ” or “KECI”);



(2)



KOSMOS ENERGY LTD., a company incorporated under the laws of Bermuda with registered number 45011 and having its registered office at

Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda (the “ Original Guarantor ”);



(3)



SOCIETE GENERALE, LONDON BRANCH as Original Lender (the “ Original Lender ”); and



(4)



SOCIETE GENERALE, LONDON BRANCH as facility agent of the Finance Parties under this Agreement (the “ Facility Agent ”), as the

security agent for the Secured Parties (the “ Security Agent ”) and as the account bank for any Cash Collateral provided by the Original Borrower (the

“Account Bank ”).



INTRODUCTION

(1)



The Original Lender has agreed to provide a secured revolving letter of credit facility for up to USD 150 million.



(2)



The parties have agreed to enter into this Agreement for the purpose of setting out the provisions on which such facility will be provided.



2



PART 1

INTERPRETATION



1.



DEFINITIONS AND INTERPRETATION



1.1



Definitions

Each of the defined terms and interpretative provisions set out below and in the above list of parties to this Agreement shall apply to this Agreement

and each Finance Document, unless an express contrary intention appears in that Finance Document.



“Account Bank ” means the Account Bank under the Charge from time to time being, on the date of this Agreement, Societe Generale, London

Branch.

“Accounting Reference Date ” means 31 December of each year.

“Additional Commitment Date ” has the meaning given to that term in clause 3.2 ( Additional Commitments ).

“Additional Commitment Notice ” has the meaning given to it in clause 3.2 ( Additional Commitments ).

“Additional Debt ” means, in relation to any debt, any money, debt or liability due, owing or incurred under or in connection with:

(A)



any refinancing, deferral, novation or extension of that debt;



(B)



any further advance which may be made under any document, agreement or instrument supplemental to any relevant Finance Document

together with any related interest, fees and costs;



(C)



any claim for damages or restitution in the event of rescission of that debt or otherwise in connection with any relevant Finance

Document;



(D)



any claim against the Company flowing from any recovery by the Company or any liquidator, receiver, administrator, administrative

receiver, compulsory manager or other similar officer of a payment or discharge in respect of that debt on the grounds of preference or

otherwise; and



(E)



any amount (such as post-insolvency interest) which would be included in any of the above but for any discharge, non-provability,

unenforceability or non-allowability of the same in any insolvency or other proceedings.



“Additional Guarantor ” means any Group member which becomes an additional guarantor in accordance with clause 22.2 ( Additional



Guarantor).

“Additional Lender ” has the meaning given to that term in clause 3.2 ( Additional Commitments ).

3



“Additional Obligor ” means an Additional Guarantor.

“Affected Facility Agent ” has the meaning given to that term in clause 23.11 ( Replacement of Administrative parties ) of this Agreement.

“Affiliate ” means, in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding

company.

“Agent” means each of the Facility Agent and the Security Agent and “ Agents” shall be construed accordingly.

“Agreement” means this facility agreement as amended, supplemented or otherwise varied from time to time.

“Approved Accounting Principles ” means US generally accepted accounting principles to the extent applicable to the relevant financial statements.

“Approved Auditor ” means any one of Deloitte LLP, Ernst & Young, PricewaterhouseCoopers LLP or such other internationally recognised auditor

as the Majority Lenders may approve from time to time (acting reasonably).

“Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Authorised Signatory ” means, in relation to a company or other legal person:

(A)



one or more directors who are duly authorised, whether singly or jointly, to act to bind that company or other legal person; or



(B)



a person or persons duly authorised by that company or other legal person to act to bind that company or other legal person.



“Authority ” means any governmental, provincial or local government, department, authority, court, tribunal or other judicial or regulatory body,

instrumentality or agency in any of the countries where the Borrower operates its business.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling one month before the

Termination Date.

“Available Commitment” means a Lender’s Commitment minus:

(A)



the amount (in the Base Currency) of its participation in any outstanding Letter of Credit; and



(B)



in relation to any proposed Utilisation, the amount (in the Base Currency) of its participation in any Letter of Credit that is due to be issued

on or before the proposed Utilisation Date,

4



other than that Lender’s participation in any Letter of Credit that is due to be repaid or prepaid on or before the proposed Utilisation Date.



“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Base Currency ” means US Dollars.

“Base Currency Amount ” means, in relation to a Letter of Credit, the amount specified in the Utilisation Request delivered by a Borrower for that

Letter of Credit (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Facility

Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Facility Agent receives

the Utilisation Request).

“Basel II” has the meaning given to it in clause 12.3 ( Exceptions ).

“Basel III” means the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory

framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and

monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking

Supervision on 16 December 2010.

“Beneficiary ” means any person to whom any Letter of Credit is issued in favour of.

“Borrower” means the Original Borrower.

“Business Day ” means a day (other than a Saturday or Sunday) when banks are open for business in London, Paris and, in the case of a Letter of

Credit which is not governed by English law, in the principal banking city of such jurisdiction.

“Calculation Date ” means:

(A)



31 March and 30 September in each year commencing on and from 30 September 2013; and



(B)



a date (selected by the Company) which is within 30 days before the occurrence of each of the following events:

(i)



the issuance of HY Notes;



(ii)



any increase of the “Total Available Facility Amount” (as defined in the RBL Facility Agreement) or any refinancing of the RBL

Facility Agreement;



(iii)



any increase of the amount available under the Facility or any refinancing of the Facility, provided that any increase in the Total

Commitments pursuant to clause 3.2 ( Additional Commitments ) shall



5



not trigger a Calculation Date if the Additional Commitment Notice has been given within 90 days of a previous occurrence of a

Calculation Date;

(iv)



the incurrence by any member of the Group of any new Financial Indebtedness (but, for the avoidance of doubt, not including the

refinancing of any existing Financial Indebtedness, except as provided for in paragraphs (ii) and (iii) above); or



(v)



a Ghana Petroleum Agreement Small Sale Event.



“Calculation Trigger Event” means any event listed in paragraphs (B)(i) to (v) of the definition of “ Calculation Date ”.

“Cash Collateral ” means the cash denominated in US Dollars deposited in the LC Cash Collateral Accounts in accordance with clause 6.14 ( Cash

collateralisation ) or 20.15(C) ( Acceleration) .

“Change of Control ” has the meaning given to that term in clause 8.2 ( Change of Control) of this Agreement.

“Charge” means the charge on cash deposits and the account bank agreement dated on or about the date of this Agreement between the Company, the

Security Agent and the Account Bank.

“Charged Property ” means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Committed Additional Participation ” has the meaning given to it in clause 3.2 ( Additional Commitments ).

“Commitment ” means:

(A)



in relation to an Original Lender, the amount in Base Currency set opposite its name under the heading “Commitment” in Schedule 1 ( The

Original Lender ) of this Agreement, the amount of any other Commitment transferred to it and the amount of any Committed Additional

Participation assumed by it pursuant to clause 3.2 ( Additional Commitments ); and



(B)



in relation to any other Lender, the amount in Base Currency of any Commitment transferred to it and the amount of any Committed

Additional Participation assumed by it pursuant to clause 3.2 ( Additional Commitments ),



to the extent not cancelled, reduced or transferred by it.



“Compliance Certificate ” means a certificate substantially in the form set out in Schedule 5 ( Form of Compliance Certificate ) of this Agreement.



6



“Conditions Precedent ” means the conditions precedent to initial Utilisation of the Facility as set out in Schedule 2 ( Conditions Precedent ) of this

Agreement.



“Confidentiality Undertaking ” means a confidentiality undertaking substantially in the form of Schedule 6 ( Form of Confidentiality

Undertaking ) of this Agreement or in any other form agreed between the Company and the Facility Agent.

“Consolidated Cash and Cash Equivalents ” means, in relation to the Group, at any time:

(A)



cash in hand or on deposit including, for the avoidance of doubt, restricted cash;



(B)



any investment in a liquidity fund, provided that such investment is capable of being withdrawn in cash on not more than five Business

Days’ notice;



(C)



certificates of deposit, maturing within one year after the relevant date of calculation;



(D)



any investment in marketable obligations in Sterling, US Dollar or Euro having not more than three months to final maturity issued or

guaranteed with a rating of A- or above by Standard and Poor’s (or its equivalent by Moody’s);



(E)



any other instrument, security or investment approved in writing by the Majority Lenders.



“Consolidated Total Borrowings” means, in relation to the Group, at any time the aggregate of the following:

(A)



the outstanding principal amount of any Financial Indebtedness incurred;



(B)



any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in paragraph (A) above; and



(C)



the outstanding principal amount of any indebtedness arising in connection with any other transaction (including any forward sale or

purchase agreement) which has the commercial effect of a borrowing,



including any interest treated as capitalised under applicable Approved Accounting Principles but without double-counting and, for the avoidance of

doubt, excluding any such amount or indebtedness owed by one member of the Group to another member of the Group.



“Consolidated Total Net Borrowings” means, for any Measurement Period, Consolidated Total Borrowings less Consolidated Cash and Cash

Equivalents each as at the last day of that Measurement Period.

“Contractor ” means the contractor under the WCTP PA and the DWT PA respectively from time to time.



7



“Default” means an Event of Default or event which, with the giving of notice, lapse of time, or fulfilment of any condition, would constitute an

Event of Default.

“Delegate ” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Deposit Agreements ” means the agreements signed on or about the date of this Deed (or any future date providing the agreements are in

substantially the same form as those signed on the date of this Deed) between KECI and Societe Generale, London Branch which detail the terms and

conditions which apply to the Accounts (as defined in the Charge).

“Derivative Agreement ” means an ISDA Master Agreement or similar agreement pursuant to which Derivative Transactions are entered into by the

Borrower with a counterparty.

“Derivative Transaction” means any transaction entered into under a Derivative Agreement, including (but not limited to) any transaction which is

a forward rate agreement, option, future, swap, cap, floor and any combination of the foregoing.

“Discharge Date ” means the first date on which all liabilities (whether actual or contingent) owed to the Finance Parties have finally been discharged

and such Finance Parties are under no further obligation to provide financial accommodation under the Finance Documents.

“Discharged Rights and Obligations ” has the meaning given to it in clause 21.6 ( Procedure for transfer).

“Dispute” has the meaning given to it in clause 39.1 ( Submission).

“Disruption Event ” means either or both of:

(A)



a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to

operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the

Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or



(B)



the occurrence of any other event which results in a disruption (including, without limitation, disruption of a technical or systems-related

nature) to the treasury or payments operations of a Party preventing or severely inhibiting that or any other Party:

(i)



from performing its payment obligations under the Finance Documents; or



(ii)



from communicating with other Parties in accordance with the terms of the Finance Documents,



8



and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“DWT Block” means the Deep Water Tano area offshore Ghana, being the area described in Annex 1 of the DWT PA, but excluding any portions of

such area in respect of which the Contractor’s rights thereunder are from time to time relinquished or surrendered pursuant to the DWT PA.

“DWT PA” means the petroleum agreement dated 10 March 2006 between the Government of Ghana, represented by the Minister, the GNPC,

Tullow Ghana Limited, Sabre Oil and Gas Limited and KEG in respect of the DWT Block (and all amendments and supplements thereto).

“EBITDAX ” means, in relation to the Group for any Measurement Period, its consolidated income on ordinary activities before Tax for that period,

but adjusted by:

(A)



adding back Net Interest Payable;



(B)



adding back depletion and depreciation charged to the consolidated profit and loss account of the Group;



(C)



adding back amounts amortised to the consolidated profit and loss account of the Group;



(D)



adding back any amount attributable to exploration expense (except to the extent that any such exploration expenses have been capitalised);



(E)



adding back any amount attributable to unrealised losses, and deducting any amount attributable to unrealised gains on the value of any

Derivative Transaction;



(F)



adding back any amount attributable to a loss and deducting any amount attributable to a gain against book value on the disposal of any

non-current asset and any amount attributable to an impairment charge relating to a non-current asset;



(G)



adding back the amount attributable to any compensation which is paid by way of equity instruments in KEL;



(H)



adding back or deducting (as applicable) the amount attributable to any other material item of an unusual or non-recurring nature which

represent gains or losses, including (but not limited to) those arising on:

(i)



(ii)



the refinancing of or the extinguishment of any financing, in relation to any cost associated with the original financing which is

subsequently written off as a consequence of that refinancing or extinguishment; and



the restructuring of the activities of an entity and the reversal of any provisions for the cost of restructuring,



9



for that Measurement Period. In addition, for the purposes of the calculation of the financial covenant contained in clause 18 ( Financial

Covenants ), EBITDAX in relation to the Group for any Measurement Period shall be adjusted by:

(I)



including the EBITDAX of a subsidiary of the Company or attributable to a business or asset acquired during that Measurement Period

for the part of the Measurement Period when it was not a member of the Group and/or the business or asset was not owned by a member of

the Group; and



(J)



excluding the EBITDAX attributable to any subsidiary of the Company or to any business or asset sold during that Measurement Period.



“Enforcement Action ” shall have the meaning given to that term in the Intercreditor Agreement.

“EO” means EO Group Limited, a Cayman Islands company with registered company number 219175 whose registered place of business is at

PMB CT 123, Cantonments, 112A Adole Crescent Way, Airport, Accra, Ghana (formerly known as the KG Group Limited).

“Euro” means the single currency of the Participating Member States.

“Event of Default ” means any event or circumstance specified as such in clause 20 ( Events of Default ) of this Agreement.

“Excess Cash Collateral ” has the meaning given to it in clause 6.14(F) ( Cash Collateralisation ).

“Existing Lender ” has the meaning given to it in clause 21.1 ( Assignments and transfers and changes in Facility Office by the Lenders ).

“Facility” means the revolving letter of credit facility made available under this Agreement as described in clause 3 ( The Facility ) of this Agreement.

“Facility Agent’s Spot Rate of Exchange ” means the Facility Agent’s spot rate of exchange for the purchase of the relevant currency with the Base

Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“Facility Office ” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or,

following that date, by not less than five Business Days’ written notice where notice is required under clause 23.13 ( Facility Agent relationship with

the Lenders )) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter ” means:

(A)



any letter or letters dated after the date of this Agreement between any Finance Party and the Company which are required following any

syndication of the Facility and which set out any of the fees referred to in clause 10 ( Fees) of this

10



Agreement and any other fees payable by the Company to a Finance Party pursuant to a Finance Document or payable under the Facility;

and

(B)



the letter dated on or around the date of this Agreement between Societe Generale, London Branch and KECI which details the fee payable in

respect of the arrangement of the Facility.



“Finance Document ” means this Agreement, each Security Document, any Fee Letter and any other document designated as such by the Facility

Agent and the Company.

“Finance Party ” means each of the Lenders, the Facility Agent and the Security Agent and “ Finance Parties ” shall be construed accordingly.

“Financial Covenants ” means the financial covenants listed under clause 18 ( Financial Covenants ) of this Agreement.

“Financial Indebtedness ” means any indebtedness for or in respect of:

(A)



moneys borrowed;



(B)



any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;



(C)



any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;



(D)



the amount of any liability in respect of any lease or hire purchase contract which would be treated in the accounts of the relevant entity as

a finance or capital lease;



(E)



receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);



(F)



any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when

calculating the value of any derivative transaction, only the market to market value shall be taken into account);



(G)



any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other

paragraph of this definition but which is classified as a borrowing in the accounts of the relevant entity;



(H)



any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other

instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group

and which underlying liability would fall within one of the other paragraphs of this definition if it were a liability of a member of the

Group; and



11



(I)



the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (A) to (H) above (but

only to the extent that the Financial Indebtedness supported thereby is or is at any time in the future capable of being outstanding).



“First Currency ” has the meaning given to it in clause 13.1 ( Currency indemnity).

“Ghana Petroleum Agreements ” means, together, the DWT PA and the WCTP PA (and all other amendments and supplements thereto).

“Ghana Petroleum Agreement Seller ” means KEI and/or KED and/or KEG, as applicable.

“Ghana Petroleum Agreement Small Sale Event ” means any event which reduces a Ghana Petroleum Agreement Seller’s indirect or direct

interest in the Ghana Petroleum Agreements and where, following such reduction, a Ghana Petroleum Agreement Seller has an indirect or direct

interest in the Ghana Petroleum Agreements which (before and after such reduction) is (i) 100 per cent. or less; and (ii) more than 66 2/3 per cent.



“Ghana Petroleum Agreement Small Sale Percentage Reduction ” means the reduction of a Ghana Petroleum Agreement Seller’s indirect or

direct interest in the Ghana Petroleum Agreements, expressed as a percentage of such Ghana Petroleum Agreement Seller’s indirect or direct interest in

the Ghana Petroleum Agreements as at the first date of this Agreement, which occurs as a result of a Ghana Petroleum Agreement Small Sale Event.

“Ghana Obligor ” means KEO, KEI, KEFI, KED, KEG and an “Obligor” from time to time, as defined under the RBL Facility Agreement.

“GNPC” means the Ghana National Petroleum Corporation, a public corporation established by Provisional National Defence Council Law 64 of



1983.

“Government ” means the government of any country in which assets of the Group are situated.

“Group” means the Original Guarantor or any Additional Guarantor and its direct and indirect subsidiaries.

“Guarantor ” means the Original Guarantor.

“HY Notes” means any debenture, bond (other than performance bonds, bid bonds, retention bonds, advance payments bonds, letters of credit or

trade credit related bonds), note, loan stock or other similar security issued by KEL.

“Illegality Lender ” has the meaning given to that term in clause 8.1 ( Illegality) of this Agreement.

“Increased Costs ” has the meaning given to that term in clause 12.1 ( Increased costs) of this Agreement.



12



“Intercreditor Agreement ” means the KEFI Intercreditor Agreement;

“IPO” means in relation to a company, a transaction in which shares in that company are sold or issued to investors and in connection with such

sale or issue are admitted to trading on a regulated market or other stock exchange.

“IPO Reorganisation ” means any Reorganisation implemented by the Company, or any of its Subsidiaries from time to time (or any group of

them), which is undertaken for the purpose of facilitating an IPO.

“KED” means Kosmos Energy Development, a company incorporated under the laws of the Cayman Islands with registered number 225879 and

having its registered office at P.O. Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman KY1-1209,

Cayman Islands.

“KEFI” means Kosmos Energy Finance International, a company incorporated under the laws of the Cayman Islands with registered number

253656 and having its registered office at P.O. Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman

KY1-1209, Cayman Islands.

“KEFI Intercreditor Agreement ” means the intercreditor agreement dated 23 November 2012 between, inter alios , (1) KEFI, (2) KEL,

(3) Standard Chartered Bank, and (4) BNP Paribas.

“KEG” means Kosmos Energy Ghana HC, a company incorporated under the laws of the Cayman Islands with registered number 135710 and

having its registered office at P.O. Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman KY1-1209,

Cayman Islands.

“KEI” means Kosmos Energy International, a company incorporated under the laws of the Cayman Islands with registered number 218274 and

having its registered office at P.O. Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman KY1-1209,

Cayman Islands.

“KEL” means Kosmos Energy Ltd., a company incorporated under the laws of Bermuda with registered number 45011 and having its registered

office at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.

“KEO” means Kosmos Energy Operating, a company incorporated under the laws of the Cayman Islands with registered number 231417 and

having its registered office at P.O. Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman KY1-1209,

Cayman Islands.

“LC Cash Collateral Accounts ” means the bank accounts which are established and maintained by the Original Borrower pursuant to clause 26

(Bank Accounts ) of this Agreement with the Account Bank and which are secured in favour of the Security Agent, details of which are set out at

Schedule 11 (Details of the LC Cash Collateral Accounts ).

13



“LC Issuing Bank ” means the Original Lender and such of its global facility offices as are required to fulfil a Utilisation requested by the Borrower.

“Lender” means:

(A)



the Original Lender; and



(B)



any bank or financial institution which has become a Party as a lender in accordance with clause 3.2 ( Additional Commitments ) or

clause 21 ( Changes to the Lenders ) of this Agreement,



which in each case has not ceased to be a Party in accordance with the terms of this Agreement.



“Lender Accession Notice ” means a notice substantially in the form set out under Schedule 7 ( Form of Lender Accession Notice ) to be delivered by

a New Lender pursuant to and in accordance with clause 21.6 ( Procedure for transfer) or by an Additional Lender pursuant to and in accordance

with clause 3.2 ( Additional Commitments ).

“Letter of Credit” means a letter of credit:

(A)



issued in substantially the form set out in Schedule 8 ( Form of Letter of Credit ) of this Agreement;



(B)



in such form as already issued under this Agreement; or



(C)



in any other form requested by the Borrower and agreed to by the LC Issuing Bank and the Facility Agent.



“Letter of Credit Fee ” has the meaning given to that term in clause 10.1 ( Letter of Credit fee).

“Letter of Credit Rate ” has the meaning given to that term in clause 10.1 ( Letter of Credit fee).

“Liabilities ” means all present and future liabilities and obligations at any time of any Obligor to any Lender under the Finance Documents, both

actual and contingent and whether incurred solely or jointly or in any other capacity together with any of the following matters relating to or arising in

respect of those liabilities and obligations:

(A)



any refinancing, novation, deferral or extension;



(B)



any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in

connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition;



(C)



any claim for damages or restitution; and

14



(D)



any claim as a result of any recovery by any Obligor of a Payment on the grounds of preference or otherwise,



and any amounts which would be included in any of the above but for any discharge, non-provability, unenforceability or non-allowance of those

amounts in any insolvency or other proceedings.

“Majority Lenders ” means, as applicable, those Lenders whose Commitments then aggregate at least 66 2/3 per cent. of the Total Commitments

under the Facility.

“Margin” means 50 basis points per annum.

“Material Adverse Effect ” means, in relation to any event (or series of events) or circumstance which occurs or arises, that event (or events) or

circumstance (or any effect or consequence thereof) which, in the opinion of the Majority Lenders, would reasonably be expected materially and

adversely to affect the financial condition, operations, or business of any Obligor or the ability of any Obligor to perform its obligations under the

Finance Documents in full and on the basis contemplated therein in a way which is materially prejudicial to the interests of the Lenders or results in

the Obligors being unable to pay any amounts when due and payable under the Finance Documents.

“Measurement Period ” means in respect of a Calculation Date, a period of 12 months ending on the Calculation Date in question.

“Minister ” means the Government’s Minister for Energy.

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation and any successor thereto and if such corporation shall for any reason

no longer perform the functions of a securities rating agency, Moody’s shall be deemed to refer to any other internationally recognised rating agency

agreed by the Facility Agent and the Company (both acting reasonably).

“Net Interest Payable ” means, in relation to the Group for any Measurement Period, Total Interest Payable less Total Interest Receivable for the

Group during that Measurement Period.

“New Commitment Rebalancing ” has the meaning given to it in clause 3.2 ( Additional Commitments ) of this Agreement.

“New Lender ” has the meaning given to it in clause 21.1 ( Assignments and transfers and changes in Facility Office by the Lenders ) of this

Agreement.



“Non-Borrower Entity ” has the meaning given to it in clause 6.16 ( Letter of Credit issued on behalf of a Non-Borrower Entity ).



15



“Non-Funding Lender ” means:

(A)



any Lender who fails to participate in any Utilisation in the amount and at the time required;



(B)



any Lender who has indicated publicly or to the Facility Agent or an Obligor that it does not intend to participate in all or part of any

Utilisation;



(C)



any Lender which has repudiated its obligations under the Facility; or



(D)



any Lender in respect of which or in respect of whose holding company any of the events specified in clause 20.7 ( Insolvency ) or

clause 20.8 ( Insolvency proceedings ) of this Agreement (disregarding paragraph (B) of clause 20.8 ( Insolvency proceedings )) applies or

has occurred.



“Obligor” means the Borrower and each Guarantor.

“Ongoing Letter of Credit ” has the meaning given to that term in clause 6.14 ( Cash collateralisation ) of this Agreement.

“Optional Currency ” means a currency (other than the Base Currency) which is approved by the LC Issuing Bank in accordance with clause 6.7

(Conditions



relating to Optional Currencies ).



“Participating Member State ” means any member state of the European Union that has the Euro as its lawful currency in accordance with

legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to a Finance Document.

“Payment ” means, in respect of any Liabilities (or any other liabilities or obligations), a payment, prepayment, repayment, redemption, defeasance

or discharge of those Liabilities (or other liabilities or obligations).

“Permitted Party ” has the meaning given to it in clause 21.8 ( Disclosure of information ).

“Permitted Transferee” shall have the meaning given to that term in clause 8.2 ( Change of Control).

“Person” has the meaning given to it in clause 17.15 ( OFAC).

“Pre-existing Letter of Credit ” has the meaning given to it in clause 6.15 ( Transfer of existing Letters of Credit).

“Process Agent ” has the meaning given to it in clause 40 ( Service of Process).

“Qualifying Bank ” means an internationally recognised bank:



16



(A)



which is not subject to Sanctions; or



(B)



which does not have its principal place of business in a country which is subject to Sanctions; or



(C)



which is not a bank whose principal place of business is in a country notified by the Company to the Facility Agent prior to signing of this

Agreement; or



(D)



whose long-term unguaranteed, unsecured securities or debt is rated at least Baa3 (Moody’s) or a comparable rating from an internationally

recognised credit rating agency (except that this shall not be a requirement if an Event of Default is continuing).



“RBL Facility Agreement ” means the facility agreement dated 28 March 2011 between, amongst others, KEFI as original borrower, KEO, KEI,

KED and KEG as original guarantors, BNP Paribas as facility agent and the Original Lender named therein, as amended on 17 February 2012.

“Receiver ” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Renewal or Extension Request ” has the meaning given to that term in clause 6.8(A) ( Renewal or extension of a Letter of Credit ).

“Reorganisation ” means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation)

the transfer, distribution, contribution or settlement of assets and/or liabilities.

“Repeating Representations ” means the representations set out under:

(A)



clauses 17.1 ( Status), 17.2 (Legal validity ), 17.3 (Non-conflict ) and 17.4 ( Powers and authority ) of this Agreement, each as at the time

the power or authority was exercised only; and



(B)



clauses 17.5 ( Authorisations ), 17.8 (Financial statements and other factual information ), 17.9 (Proceedings pending or threatened ),

17.10 (Breach of laws), 17.11 (Ranking of security ), 17.12 ( Pari passu ranking ), 17.13 ( No immunity ) and 17.15 ( OFAC) of this

Agreement.



“Replacement Lender ” has the meaning given to that term in clause 8.5 ( Right of repayment and cancellation in relation to a single Lender ) of

this Agreement.

“Requested Additional Commitment ” has the meaning given to it in clause 3.2 ( Additional Commitments ).

“Required Approvals ” means all material approvals, licences, consents and authorisations necessary in connection with the execution, delivery,

performance or enforcement of any Finance Document.



17



“Revised Termination Date” has the meaning given to it in clause 20.17 ( Lender’s Termination);

“Sanctions ” has the meaning given to it in clause 17.15 ( OFAC).

“Second Currency ” has the meaning given to it in clause 13.1 ( Currency indemnity).

“Secured Liabilities ” means at any time and without double counting, all present and future obligations and liabilities (actual or contingent) of each

Obligor (whether or not for the payment of money and including any obligation to pay damages for breach of contract) which are, or are expressed to

be, or may become due, owing or payable to any or all of the Secured Parties under or in connection with any of the Finance Documents, together

with all costs, charges and expenses incurred by the Security Agent or any Secured Party which any Obligor is obliged to pay under any Finance

Document.

“Secured Party ” means each of the Lenders, the Facility Agent and the Security Agent.

“Secured Property” means:

(A)



the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that

Transaction Security;



(B)



all obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Liabilities to the Security Agent as trustee for the

Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an

Obligor in favour of the Security Agent as trustee for the Secured Parties; and



(C)



any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is

required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties.



“Security Document ” means:

(A)



the Charge;



(B)



any other document entered into at any time by any of the Obligors creating any guarantee, indemnity, Security Interest or other assurance

against financial loss in favour of any of the Secured Parties as security for any of the Secured Liabilities; and



(C)



any Security Interest granted under any covenant for further assurance in any of the documents set out in paragraphs (A) and (B) above.



“Security Interest ” means a mortgage, charge, pledge, lien or other security interest or any other agreement or arrangement having a similar effect.



18



“Service Document ” has the meaning given to it in clause 40 ( Service of Process).

“Shareholder” means any funds affiliated with Warburg Pincus and Blackstone Capital Partners or the Blackstone Group.

“Shareholder Affiliate ” means any Affiliate of a Shareholder, any trust of which a Shareholder or any of its Affiliates is a trustee, any partnership

of which a Shareholder or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, a

Shareholder or any of its Affiliates, provided that any such trust, fund or other entity which has been established for at least six months solely for

the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts,

funds or other entities managed or controlled by a Shareholder or any of its Affiliates which have been established for the primary or main purpose of

investing in the share capital of companies shall constitute a Shareholder Affiliate.

“Shareholder Distribution ” means the declaration, making or payment of a distribution to a shareholder (which shall include the payment of any

loans provided by a shareholder).

“Signing Date ” means the date on which each of the Finance Documents have been signed, as applicable.

“Sterling” means the lawful currency of the United Kingdom.

“Stock Exchange ” means an organised and regulated financial market for the buying and selling of interests in financial instruments where any

securities issued by any Obligor are listed from time to time.

“Subsidiary Beneficiary ” has the meaning given to it in clause 6.6 ( Issue of Letters of Credit ).

“Suspension Period End Date ” has the meaning given to it in clause 20.17(A) ( Lender’s Termination).

“Sum” has the meaning given to it in clause 13.1 ( Currency indemnity).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection

with any failure to pay or any delay in paying any of the same).

“Termination Date” means the earlier of:

(A)



the date falling three years from the date of this Agreement or, if not a Business Day, the immediately preceding Business Day; or



(B)



if applicable, the Revised Termination Date calculated in accordance with clause 20.17 ( Lender’s Termination).



19



“Third Parties Act ” means the Contracts (Rights of Third Parties Act) 1999.

“Total Commitments” means the aggregate of the Commitments of the Lenders.

“Total Interest Payable” means, in relation to the Group for any Measurement Period, all interest and other financing charges paid or payable and

incurred by the Group during that Measurement Period.

“Total Interest Receivable” means, in relation to the Group for any Measurement Period, all interest and other financing charges received or

receivable by the Group during that Measurement Period.

“Trade Letter of Credit” means a letter of credit which is not a standby letter of credit and operates as the primary method of payment for specified

goods and/or services, instead of a payment obligation of the entity on whose behalf the letter of credit is issued.

“Transaction Security” means the security created or evidenced or expressed to be created or evidenced under or pursuant to the Security

Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate ) of this Agreement or any

other form agreed between the Facility Agent and the Company.

“Transfer Date” means, in relation to a transfer, the later of:

(A)



the proposed Transfer Date specified in the Transfer Certificate; and



(B)



the date on which the Facility Agent executes the Transfer Certificate.



“Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“USD” or “US Dollar ” means the lawful currency of the United States of America.

“Utilisation ” means a utilisation of the Facility by way of a Letter of Credit.

“Utilisation Date ” means the date of a Utilisation, being the date on which a Letter of Credit is issued.

“Utilisation Request ” means a notice substantially in the form set out in Schedule 3 ( Utilisation Request ) of this Agreement.

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 or any regulations promulgated thereunder and any other tax of a

similar nature.

“WCTP Block ” means West Cape Three Points area offshore Ghana, being the area described in Annex 1 to the WCTP PA, but excluding any

portions of such area in

20



respect of which the Contractor’s rights thereunder are from time to time relinquished or surrendered pursuant to the WCTP PA.

“WCTP PA” means the petroleum agreement dated 22 July 2004 between the Government of Ghana, represented by the Minister, the GNPC, KEG

and EO in respect of the West Cape Three Points Block Off-shore Ghana (and all amendments and supplements thereto).



1.2



Construction of particular terms

Unless a contrary indication appears, any reference in this Agreement to:

(A)



“this Agreement ” shall be construed as a reference to the agreement or document in which such reference appears together with all recitals

and Schedules thereto;



(B)



a reference to “ assets” includes properties, revenues and rights of every description;



(C)



an “authorisation ” or “consent” shall be construed as including any authorisation, consent, approval, resolution, licence, exemption,

permission, recording, notarisation, filing or registration;



(D)



an “authorised officer ” shall be construed, in relation to any Party, as a reference to a director or other person duly authorised by such

Party as notified by such Party to the Facility Agent as being authorised to sign any agreement, certificate or other document or to take any

decision or action, as applicable. The provision of any certificate or the making of any certification by any authorised officer of the

Company shall not create for that authorised officer any personal liability to the Finance Parties;



(E)



a “calendar year ” is a reference to a period starting on (and including) 1 January and ending on (and including) the immediately

following 31 December;



(F)



a “certified copy ” shall be construed as a reference to a copy of that document, certified by an authorised officer of the relevant Party

delivering it to be a complete, accurate and up-to-date copy of the original document;



(G)



a “clause” shall, subject to any contrary indication, be construed as a reference to a clause of the agreement or document in which such

reference appears;



(H)



“continuing ” shall, in relation to any Default or Event of Default, be construed as meaning that such Default or Event of Default has not

been remedied or waived;



(I)



the “equivalent ” on any given date in any currency (the “ first currency ”) of an amount denominated in another currency (the “ second

currency”) is a reference to the amount of the first currency which could be purchased with the



21



amount of the second currency at the Spot Rate of Exchange quoted by the Facility Agent in the normal course of business at or about

11:00 a.m. on such date for the purchase of the first currency with the second currency in the London foreign exchange markets for delivery

on the second Business Day thereafter;

(J)



the “group” of any person, shall be construed as a reference to that person, its subsidiaries and any holding company of that person and

all other subsidiaries of any such holding company, from time to time;



(K)



a “holding company ” of a company or corporation shall be construed as a reference to any company or corporation of which the firstmentioned company or corporation is a subsidiary;



(L)



“include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by

such phrase or words of like import;



(M)



a “month” or “Month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day

in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall

end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have

ended, in which case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a

calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last

Business Day in that later month (and references to “ months” and “Months” shall be construed accordingly);



(N)



a “person” shall be construed as a reference to any person, trust, firm, company, corporation, government, state or agency of a state or

any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;



(O)



a reference to a “ regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of Law

but, if not having the force of Law, being a regulation, rule, official directive, request or guideline with which a prudent person carrying on

the same or a similar business to the Company would comply) of any governmental body, agency, department or regulatory, self-regulatory

or other authority or organisation;



(P)



the Borrower “ repaying” or “prepaying” a Letter of Credit means:

(i)



the Borrower providing Cash Collateral for that Letter of Credit;



(ii)



the maximum amount payable under that Letter of Credit being reduced in accordance with its terms; or



22



(iii)



the LC Issuing Bank being satisfied that it has no further liability under that Letter of Credit,



and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (P)(i) and (ii) above is the amount of the relevant Cash

Collateral or reduction;



(Q)



a “right” shall be construed as including any right, title, interest, claim, remedy, discretion, power or privilege, in each case whether

actual, contingent, present or future;



(R)



a “Schedule” shall, subject to any contrary indication, be construed as a reference to a schedule of the agreement or document in which

such reference appears;



(S)



a “subsidiary ” of a company or corporation means a subsidiary undertaking within the meaning of section 1162 of the Companies Act

2006 which shall be construed as a reference to any company or corporation:

(i)



(ii)



(iii)



which is controlled, directly or indirectly, by the first-mentioned company or corporation;



more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or

corporation; or



which is a subsidiary of another subsidiary of the first-mentioned company or corporation,



and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is

able to direct its affairs and/or to control the composition of its board of directors or equivalent body;



(T)



the “winding-up ”, “dissolution ” or “administration ” of a company or corporation shall be construed so as to include any equivalent or

analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which

such company or corporation carries on business including the seeking of liquidation, bankruptcy, winding-up, reorganisation,

dissolution, administration, receivership, judicial custodianship, administrative receivership, arrangement, adjustment, protection or relief

of debtors; and



(U)



a “year” is a reference to a period starting on one day in a month in a calendar year and ending on the numerically corresponding day in

the same month in the next succeeding calendar year, save that, where any such period would otherwise end on a day which is not a

Business Day, it shall end on the next succeeding Business Day, unless that day falls in the month succeeding that in which it would

otherwise have ended, in which case it shall end on the immediately preceding Business Day Provided that, if a period starts on the last

23



Business Day in a month, that period shall end on the last Business Day in that later month (and references to “ years” shall be construed

accordingly).



1.3



Interpretation

(A)



Words importing the singular shall include the plural and vice versa.



(B)



Words indicating any gender shall include each other gender.



(C)



Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any

Finance Document to:

(i)



any party or person shall be construed so as to include its and any subsequent successors, permitted transferees and permitted

assigns in accordance with their respective interests;



(ii)



such agreement or document or any other agreement or document shall be construed as a reference to each such agreement or

document or, as the case may be, such other agreement or document as the same may have been, or may from time to time be,

amended, varied, novated or supplemented, in each case to the extent permitted under the Finance Documents; and



(iii)



(D)



1.4



a time of day shall, save as otherwise provided in any agreement or document, be construed as a reference to London time.



Section, Part, Clause and Schedule headings contained in, and any index or table of contents to, any agreement or document are for ease of

reference only.



Third Party Rights

(A)



A person who is not a party to this Agreement has no right under the Third Parties Act to enforce or enjoy the benefit of any term of this

Agreement.



(B)



Notwithstanding any term of any Finance Document, this Agreement may be rescinded or varied without the consent of any person who is

not a Party hereto.

24



PART 2

CONDITIONS PRECEDENT



2.



CONDITIONS PRECEDENT



2.1



Conditions Precedent to first Utilisation

The Company may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Schedule

2 (Conditions Precedent ) in form and substance satisfactory to the Facility Agent (acting reasonably), or their delivery has otherwise been waived.

The Facility Agent (acting reasonably) shall notify the Company and the Lenders promptly upon being so satisfied.



2.2



Conditions Precedent to each Utilisation



The Lenders will only be obliged to comply with clause 6.5 ( Lenders’ participation ) if, on the proposed Utilisation Date, disregarding for the

purposes of paragraph (A) below the effect of clause 20(A) and 20(B) ( Events of Default ):

(A)



in the case of a Letter of Credit renewed or extended in accordance with clause 6.8 ( Renewal or extension of a Letter of Credit ), no Event

of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or

would result from the proposed Utilisation; and



(B)



an Authorised Signatory of the Company certifies that the Repeating Representations to be made by each Obligor are, in the light of the facts

and circumstances then existing, true and correct in all material respects (or, in the case of a Repeating Representation that contains a

materiality concept, true and correct in all respects).



25



PART 3

OPERATION OF THE FACILITY



3.



THE FACILITY



3.1



Facility Commitment amounts



3.2



(A)



Subject to the terms of the Finance Documents, the Lenders have agreed to make available to the Borrower a secured multicurrency

revolving letter of credit facility on the terms and conditions set out in this Agreement (the “ Facility”) in an aggregate amount equal to the

Total Commitments.



(B)



The Facility may only be utilised by way of Letters of Credit.



Additional Commitments

(A)



KECI may request that the Total Commitments be increased by the provision of additional commitments under the Facility (each such

increase being a “ Requested Additional Commitment ”), by providing written notice to the Facility Agent (such notice being an

“Additional Commitment Notice ”) provided that,

the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period;



(i)



(ii)



the increase in and/or, as the case may be, assumption of Requested Additional Commitments is to take effect before the expiry of

the Availability Period and the maximum aggregate amount of Requested Additional Commitments (including all previous increases

in and/or assumptions of Requested Additional Commitments) shall not exceed US$50,000,000; and



no Event of Default is continuing or would arise as a result of the provision of the Requested Additional Commitment; and



(iii)



(iv)



(B)



the terms of the Requested Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of

this Agreement in the same manner as the existing Commitments.



Each Additional Commitment Notice shall:

confirm that the requirements of clause 3.2(A) above are fulfilled; and



(i)



(ii)



(C)



specify the date upon which the Requested Additional Commitment is anticipated to be made available to the Borrower (the

“Additional Commitment Date ”).



Upon receipt of any notice pursuant to clause 3.2(A) above, the Facility Agent shall promptly notify the Lenders of such request, and on or

before the



26



Additional Commitment Date, each Lender shall inform the Facility Agent of the amount in the Base Currency of the Requested Additional

Commitment which it will make available on a committed basis (each a “ Committed Additional Participation ”). The Facility Agent

shall promptly notify KECI of the details of each Committed Additional Participation.

(D)



(E)



If, on the Additional Commitment Date, the aggregate amount of the Committed Additional Participation is less than the Requested

Additional Commitment, the Borrower may agree with any bank or financial institution which is not a Lender (each an “ Additional

Lender”) that they will participate in the Facility provided that:

(i)



any such Additional Lender agrees to become a Lender under this Agreement and make available a Commitment on the terms and

conditions of this Agreement and the Borrower notifies the Facility Agent of the same, on or prior to the Additional Commitment

Date; and



(ii)



KECI shall procure that on or prior to the Additional Commitment Date, such Additional Lender delivers a Lender Accession

Notice in the form set out in Schedule 1 ( The Original Lender ) duly completed and signed on behalf of the Additional Lender and

specifying its Committed Additional Participation to the Facility Agent.



Subject to the conditions in paragraphs (B) and (D) above being met, from the relevant Additional Commitment Date:

(i)



(ii)



(iii)



the Additional Lender shall make available the relevant Committed Additional Participation for Utilisation under the Facility in

accordance with the terms of this Agreement (as amended);



the Committed Additional Participation shall rank pari passu with respect to existing Commitments; and

any necessary rebalancing of the Commitments and outstandings under the Facility and the Committed Additional Participation

provided by the Additional Lender to ensure that they are pro rata (the “ New Commitment Rebalancing ”) will be made, at the

Borrower’s election, by the Facility Agent making utilisations from the Committed Additional Participation in priority to

utilisations from Commitments under the Facility to procure, as far as practicable, any New Commitment Rebalancing, following

which all utilisations shall be made pro rata.



(F)



Each Additional Lender shall become a party to the Finance Documents (and be entitled to share in the Security created under the Security

Documents in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in

accordance with the Finance Documents.



(G)



Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any

Lender Accession



27



Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such

accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of

receipt).

(H)



(I)



The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent

(and LC Issuing Bank) (acting reasonably) has, to the extent that the necessary information is not already available to it, received all

required information to comply with all (i) “know your customer” requirements or (ii) other similar checks required, in each case by law,

regulation or the LC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, each in relation to

the accession of such Additional Lender.

On the date that the Facility Agent executes a Lender Accession Notice:

(i)



(ii)

(J)



4.



the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same

rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender

been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the

Commitment specified by it as its Committed Additional Participation; and

that Additional Lender shall become a Party to this Agreement as a “Lender”.



Clause 21.5 ( Limitation of responsibility of Existing Lenders ) shall apply mutatis mutandis in this clause 3.2 in relation to an

Additional Lender as if references in that clause to:

(i)



an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;



(ii)



the “New Lender” were references to that “Additional Lender”; and



(iii)



a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.



FINANCE PARTIES’ RIGHTS AND OBLIGATIONS

(A)



The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations

under any Finance Documents to which it is a Party does not affect the obligations of any other Party under the Finance Documents. No

Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.



(B)



The rights of each Finance Party under or in connection with the Finance Documents to which it is a Party are separate and independent

rights and any



28



debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.



(C)



A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.



5.



PURPOSE



5.1



Purpose

The Facility shall be used for the purpose of the issue of Letters of Credit in support of documented performance obligations (including payment

obligations), except for any Trade Letters of Credit, or as otherwise agreed by the Parties.



5.2



Monitoring



No Finance Party is bound to monitor or verify the application of any Letter of Credit made pursuant to the Finance Documents.



6.



UTILISATION



6.1



Availability Period

Subject to the satisfaction of the relevant Conditions Precedent, the Facility shall be available for drawing during the Availability Period.



6.2



Delivery of a Utilisation Request for Letters of Credit

(A)



Subject to clause 6.6(K) ( Issue of Letters of Credit ), the Borrower may request a Letter of Credit to be issued by delivery to the Facility

Agent of a duly completed Utilisation Request substantially in the form of Schedule 3 ( Utilisation Request ) not later than five Business

Days prior to the proposed Utilisation Date. The Utilisation Request shall attach the form of the proposed Letter of Credit including

confirmation as to whether such form falls within paragraph (A), (B) or (C) of the definition of “Letter of Credit” in clause 1.1

(Definitions ).



(B)



If the form of the proposed Letter of Credit requires the agreement of the LC Issuing Bank and the Facility Agent pursuant to

paragraph (C) of the definition of “Letter of Credit” in clause 1.1 ( Definitions ), in the event that either the LC Issuing Bank or the Facility

Agent does not approve the form, then:

(i)



the objecting party shall inform the Borrower of the grounds for its objection and confirm what changes would reasonably need to

be made to make the form of the Letter of Credit acceptable; and



(ii)



the Utilisation Request shall be deemed to be revoked (but without the Borrower incurring any cost or liability to any Finance

Party whatsoever as a consequence of such revocation).



29



6.3



Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit is irrevocable (except where otherwise provided for in this Agreement) and will not be regarded as

having been duly completed unless:

(A)



the proposed Utilisation Date is a Business Day within the Availability Period;



(B)



the term of the Letter of Credit requested is not more than five years;



(C)



the currency and amount of the Letter of Credit requested complies with clauses 6.4 ( Amount), 6.6 (Issue of Letters of Credit ) and 6.7

relating to Optional Currencies ) respectively;



(Conditions



(D)



the form of the Letter of Credit is in the form set out in paragraph (A) or (B) of the definition of “Letter of Credit” in clause 1.1

or is approved by the LC Issuing Bank pursuant to clause 6.2 ( Delivery of a Utilisation Request for Letters of Credit );



(Definitions ),



and

(E)

(F)



6.4



6.5



the delivery instructions for the Letter of Credit are specified; and

it is accompanied by extracts of those underlying documents related to the Letter of Credit which are reasonably required and requested by

the LC Issuing Bank to facilitate the negotiation and issuance of the Letter of Credit.



Amount

(A)



The amount of any proposed Letter of Credit under the Facility must be a minimum of USD 250,000 (or the equivalent in any Optional

Currency at the Facility Agent’s Spot Rate of Exchange) (or such lower amount as agreed between the Parties acting reasonably).



(B)



The maximum amount of any single Letter of Credit cannot exceed USD 75,000,000 (or the equivalent in any Optional Currency at the

Facility Agent’s Spot Rate of Exchange) (or such higher amount as agreed between the Parties acting reasonably).



(C)



The maximum amount of all Letters of Credit issued in favour of a single beneficiary or any number of beneficiaries in a single

jurisdiction cannot at any time exceed USD 75,000,000 (or the equivalent in any Optional Currency at the Facility Agent’s Spot Rate of

Exchange) (or such higher amount as agreed between the Parties acting reasonably).



Lenders’ participation

(A)



If the conditions set out in this Agreement have been met, each Lender shall make its participation in the relevant Letter of Credit available

by the Utilisation Date through its Facility Office in accordance with the terms of this Agreement.

30



6.6



(B)



The amount of a Lender’s participation in that Letter of Credit will be equal to the proportion borne by its Available Commitment to the

Available Facility immediately prior to the making of the relevant Letter of Credit.



(C)



Upon notification of a Utilisation to the Facility Agent pursuant to clause 6.2 ( Delivery of a Utilisation Request for Letters of Credit ),

the Facility Agent shall notify each Lender of the Base Currency Amount of each Letter of Credit registered and the Base Currency Amount

of its participation in each such Letter of Credit.



Issue of Letters of Credit

(A)



If the conditions set out in this Agreement have been met, the LC Issuing Bank shall issue each Letter of Credit on the relevant Utilisation

Date proposed in the Utilisation Request.



(B)



The LC Issuing Bank will only be obliged to comply with paragraph (A) above if on the date of the Utilisation Request or Renewal or

Extension Request and on the proposed Utilisation Date:

(i)



the making of the proposed Utilisation would not result in the total outstanding Letters of Credit exceeding 40;



(ii)



the making of the proposed Utilisation would not result in the aggregate of all outstanding Letters of Credit issued by the

LC Issuing Banks exceeding the Total Commitments;



(iii)



the LC Issuing Bank and the Lenders have completed all applicable (i) know-your-customer requirements and (ii) compliance

requirements, in each case as required by law, regulation or the LC Issuing Bank’s mandatory internal policy (as consistently

applied) regarding environmental issues, each in relation to the Beneficiary of the Letter of Credit.



(C)



Subject to clause 6.14(B) ( Cash collateralisation ), the Borrower may request a Utilisation which requires a Letter of Credit to be issued

by the LC Issuing Bank which has a term greater than the Availability Period under the Facility.



(D)



The Borrower may request a Utilisation which requires a Letter of Credit to be issued by the LC Issuing Bank’s Facility Office (or branch)

in any particular country, and the LC Issuing Bank shall, unless prevented from doing so by mandatory internal policy requirements (as

applied consistently) or by applicable law or regulation, satisfy any such request. For the avoidance of doubt, this clause 6.6(D) shall not

apply to any Letter of Credit required to be issued by the LC Issuing Bank’s London branch.



(E)



If the Borrower requests a Utilisation which requires a Letter of Credit:

31



(i)



to be issued by a financial institution in a country in which the LC Issuing Bank does not have a facility office (or branch); or



(ii)



where clause 6.6(D) applies;



the LC Issuing Bank will use its best efforts, subject to the Borrower’s prior written consent, to procure that such Letter of Credit is issued

through a correspondent bank. In the event that the LC Issuing Bank is requested to issue any Letter of Credit through a correspondent

bank then it shall promptly, and in any event within 15 Business Days of the date of any Utilisation Request, advise the Borrower of any

reasonable additional and documented costs associated with the issue of the Letter of Credit by its correspondent bank (and the LC Issuing

Bank shall provide the Borrower with copies of any agreement and any documentation providing for and evidencing the payment of such

costs). For the avoidance of doubt the 15 Business Days during which the LC Issuing Bank is required to advise the Borrower of

reasonable additional and documented costs shall have no impact or effect on the Utilisation Date. The LC Issuing Bank shall take all

reasonable steps to minimise any such additional costs. In no event may the LC Issuing Bank increase the Margin or Letter of Credit Fee

payable by the Borrower hereunder or charge any additional amount for its own account as a consequence of the issue of a Letter of Credit

through a correspondent bank which it would not otherwise have been able to charge had the Letter of Credit been issued by it under this

Agreement. Any additional costs properly incurred and payable to the correspondent bank by the LC Issuing Bank in respect of the issue

of the Letter of Credit shall be borne by the Borrower. If the Borrower does not agree to the payment of such costs and/or the identity of the

correspondent bank, it may revoke the Utilisation Request (without incurring any cost or liability to any Finance Party whatsoever for so

doing).

(F)



The Borrower may request that a Letter of Credit is issued in the Base Currency or, subject to clause 6.7 ( Conditions relating to

Optional Currencies), in an Optional Currency.



(G)



For the avoidance of doubt, subject to clause 6.16 ( Letters of Credit issued on behalf of a Non-Borrower Entity ) the Borrower may

request that a Letter of Credit is issued on behalf of any member of the Group (and the LC Issuing Bank shall comply with any such

request).



(H)



The Borrower may request that a Letter of Credit is issued which is governed by the governing law of any jurisdiction (and the LC Issuing

Bank shall comply with any such request). Where a Letter of Credit is to be governed by law which is not the law of England, the

Borrower shall, if so requested by the LC Issuing Bank, pay the reasonable legal costs of the LC Issuing Bank incurred in relation to

instructing external advisers to provide it and the Finance Parties with such advice as may reasonably be required in relation to that Letter of

Credit.



(I)



In the event that the rating of the LC Issuing Bank’s long-term unguaranteed, unsecured securities or debt falls below A3 (Moody’s) or falls

below a

32



comparable rating from any other internationally recognised credit rating agency, then in any such case the LC Issuing Bank shall, without

imposing any cost or penalty of any kind (arising under this Agreement or otherwise), at the direction of the Borrower novate any Letter of

Credit identified by the Borrower to a person willing to accept the rights and obligations thereunder, subject to:

(i)



the Borrower obtaining the prior consent and cooperation of the relevant Beneficiary in relation to the novation of the Letter of



Credit; and;

(ii)



the LC Issuing Bank completing all (i) know-your-customer requirements and (ii) compliance requirements which are, in each

case required by law or regulation, each in relation to such person.



In both cases the LC Issuing Bank will, at the Borrower’s cost, cooperate with the Borrower and sign such documents as may be necessary

to effect the relevant transaction provided the LC Issuing Bank is satisfied that such documents release it from all obligations under the

relevant Letter of Credit. The LC Issuing Bank shall have no obligation to procure a person willing to issue replacement Letters of Credit or

have Letters of Credit novated to it.



6.7



(J)



The Facility Agent shall notify the LC Issuing Bank and each Lender of the details of each requested Letter of Credit and its participation

in that Letter of Credit within five Business Days.



(K)



If the Borrower requests a Utilisation which requires a Letter of Credit to be issued in accordance with clauses 6.6 (D), (E) or (H) above,

the LC Issuing Bank shall not be required to issue such Letter of Credit or procure that such Letter of Credit is issued unless the Borrower

provides 10 Business Days’ advance notice of such request.



Conditions relating to Optional Currencies

The Borrower shall select the currency of a Letter of Credit in the relevant Utilisation Request or Renewal or Extension Request. A Letter of Credit

may be issued in the Base Currency or any currency which is freely convertible into the Base Currency and approved by the LC Issuing Bank

acting reasonably (such currency being an “ Optional Currency ”). In the event that such currency is not approved by the LC Issuing Bank, the LC

Issuing Bank shall notify the Facility Agent and the Borrower in writing not less than three Business Days prior to the proposed Utilisation Date,

and the relevant Utilisation Request shall be deemed to be revoked upon the delivery of such notice (without the Borrower incurring any cost or

liability to any Finance Party whatsoever).



6.8



Renewal or extension of a Letter of Credit

(A)



The Borrower may request any Letter of Credit issued under this Agreement be renewed or extended by delivery to the Facility Agent of a

renewal or extension request in the form set out in Schedule 9 ( Form of Renewal or Extension

33



Request) by the fifth Business Day before the date of the proposed renewal (a “ Renewal or Extension Request ”).

(B)



The Lenders shall treat any Renewal or Extension Request in the same way as a Utilisation Request for a Letter of Credit.



(C)



The terms of each renewed or extended Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its

renewal or extension, except that:

(i)



(D)



6.9



its amount may be less than the amount of the Letter of Credit;



(ii)



(in relation to a renewal only) its Term shall start on the date which was the expiry date of the Letter of Credit immediately prior to

its renewal and shall end on the proposed expiry date specified in the Renewal or Extension Request; and



(iii)



(in relation to an extension only) its Term shall start on the date which was the start date of the Letter of Credit immediately prior

to its extension, and shall end on the proposed expiry date specified in the Renewal or Extension Request.



If the conditions set out in this Agreement have been met, the LC Issuing Bank shall re-issue and/or amend any Letter of Credit pursuant to

a Renewal or Extension Request.



Claims under a Letter of Credit

(A)



The Borrower irrevocably and unconditionally authorises the LC Issuing Bank to pay any claim made or purported to be made under a

Letter of Credit and which appears on its face to be in order (a “ Claim”).



(B)



Subject to paragraph (C) below, the Borrower shall within five Business Days on written demand by the Facility Agent pay to the

LC Issuing Bank for the account of each Lender an amount equal to the amount of any Claim. The Borrower irrevocably authorises the

use by the Facility Agent, the Security Agent and the Account Bank, of amounts standing to the credit of the LC Cash Collateral Accounts

in making such payment and each of the Facility Agent and the Security Agent shall take all such steps (and procure that the Account Bank

takes all such steps) as may reasonably be required (at the cost of the Borrower) for the Borrower to make such payment.



(C)



The Borrower acknowledges that the LC Issuing Bank:

(i)



is not obliged to carry out any investigation or seek any confirmation from any other person before paying a Claim; and

34



(ii)



(D)



6.10



deals in documents only and will not be concerned with the legality of a Claim or any underlying transaction or any available setoff, counterclaim or other defence of any person.



The obligations of the Borrower under this clause will not be affected by:

(i)



the sufficiency, accuracy or genuineness of any Claim or any other document; or



(ii)



any incapacity of, or limitation on the powers of, any person signing a Claim or other document.



Indemnities

(A)



Subject to clause 6.9 ( Claims under a Letter of Credit ), the Borrower shall immediately on demand indemnify the LC Issuing Bank

against any cost, loss or liability incurred by such LC Issuing Bank in acting as LC Issuing Bank hereunder (otherwise than by reason of

such LC Issuing Bank’s gross negligence or wilful misconduct).



(B)



Each Lender shall (according to its portion of the Available Facility), immediately on demand by the Facility Agent (acting on the

instructions of the LC Issuing Bank), indemnify the LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank

(otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as such LC Issuing Bank under any

Letter of Credit (unless that LC Issuing Bank has been reimbursed by the Borrower pursuant to a Finance Document).



(C)



Subject to clause 6.9 ( Claims under a Letter of Credit ), the Borrower shall immediately on demand reimburse any Lender for any

payment it makes to the LC Issuing Bank under this clause 6.10 ( Indemnities ).



(D)



The obligations of each Lender and the Borrower under this clause are continuing obligations and will extend to the ultimate balance of

sums payable by that Lender or, as the case may be, the Borrower in respect of any Letter of Credit, regardless of any intermediate payment

or discharge in whole or in part.



(E)



The obligations of a Lender or a Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this

clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or any

other person) including:

(i)



(ii)



any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other

person;

the release of any other Obligor or any other person under the terms of any composition or arrangement;



35



(iii)



the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights

against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or

non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any

security;



(iv)



any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor,

any beneficiary under a Letter of Credit or any other person;



(v)



any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or

security;



(vi)



any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or

any other document or security; or



(vii)



6.11



any insolvency or similar proceedings.



Role of the LC Issuing Bank

(A)



Nothing in this Agreement designates the LC Issuing Bank as a trustee or fiduciary of any other person.



(B)



The LC Issuing Bank shall not be bound to account to any Lender for any sum, or the profit element of any sum received by it for its own

account.



(C)



The LC Issuing Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with any

member of the Group.



(D)



The LC Issuing Bank may rely on:

(i)



(ii)



any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and



any statement made by a director, Authorised Signatory or employee of any person regarding any matters which may reasonably

be assumed to be within his knowledge or within his power to verify.



(E)



The LC Issuing Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.



(F)



The LC Issuing Bank may act in relation to the Finance Documents through its personnel and agents.



(G)



The LC Issuing Bank is not responsible for:



36



6.12



(i)



the adequacy, accuracy and/or completeness of any information (whether oral or written) provided by any Party (including itself),

or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents

or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any

Finance Document; or



(ii)



the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or in connection with any Finance Document.



Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each

Lender confirms to the LC Issuing Bank that it has been, and will continue to be, solely responsible for making its own independent appraisal and

investigation of all risks arising under or in connection with any Finance Document including, but not limited to, those listed in paragraphs

(A) to (D) of clause 23.14 ( Credit appraisal by the Lenders ).



6.13



Amendments and Waivers

Notwithstanding any other provision of any Finance Document, an amendment or waiver which relates to the rights or obligations of the LC Issuing

Bank may not be effected without the consent of the LC Issuing Bank.



6.14



Cash collateralisation

(A)



The Borrower shall deposit and maintain Cash Collateral in the LC Cash Collateral Accounts which is in aggregate at least equal to

75 per cent. of the aggregate USD face value of all outstanding Letters of Credit issued under the Facility at any time.



(B)



If any Letter of Credit has an expiry date which is after the Termination Date (an “ Ongoing Letter of Credit ”) and if the Facility has not

been extended or otherwise replaced, then during the period between the Termination Date and the expiry date of any Ongoing Letter of

Credit, the Borrower shall, for each such Ongoing Letter of Credit, deposit and maintain Cash Collateral in the LC Cash Collateral

Accounts which is at least equal to 100 per cent. of the USD face value of each Ongoing Letter of Credit. For the avoidance of doubt, this

obligation shall survive the occurrence of the Termination Date.



(C)



Within five Business Days after a breach of any of the Financial Covenants in clause 18 ( Financial Covenants ) the Borrower shall, until

such breach is no longer continuing, deposit and maintain Cash Collateral in the LC Cash Collateral Accounts at least equal to 100 per cent.

of the aggregate USD face value of all current outstanding Letters of Credit drawn under the Facility.

37



6.15



(D)



The LC Issuing Bank shall (i) every six months from the date of this Agreement, (ii) following notification from the LC Issuing Bank of a

significant currency disruption event, or (iii) at the reasonable request of the Lenders (and to the extent that such day is not a Business Day,

on the immediately following Business Day), the LC Issuing Bank shall determine and inform the Borrower within five Business Days of

the USD face value of the Cash Collateral in the LC Cash Collateral Accounts and the USD face value of each current outstanding Letter of

Credit (the “ Forex Calculation ”), such amount to be least equal to 75 per cent. of the aggregate USD face value of such current

outstanding Letter of Credit issued under the Facility based on the Facility Agent’s Spot Rate of Exchange on the Business Day on which the

Forex Calculation is made.



(E)



If at any time there is insufficient Cash Collateral standing to the credit of the LC Cash Collateral Accounts pursuant to either

clause 6.14(A), 6.14(B), 6.14(C), 6.14(D) or clause 8.2(A)(iii) ( Change of Control), the Borrower shall be required to deposit and

maintain the required additional Cash Collateral in the LC Cash Collateral Accounts within five Business Days of being notified in writing

by the Facility Agent of such insufficiency.



(F)



The Borrower may at any time instruct the Facility Agent to instruct the Security Agent and the Account Bank to release any Cash

Collateral standing to the credit of the LC Cash Collateral Accounts (subject to the terms of the Deposit Agreements) which is not then

required to be maintained in that account in accordance with the terms of this Agreement (such amount as calculated and confirmed by the

Facility Agent in each case) (including, if necessary, by releasing any security held over such amount) and for such amount to be paid to

the Borrower or as the Borrower shall instruct (and the Facility Agent and the Security Agent shall comply and shall procure that the

Account Bank complies with such instructions). For the avoidance of doubt, where the Borrower has deposited an amount into the LC

Cash Collateral Accounts to cure or to prevent an Event of Default from occurring or continuing pursuant to clause 20.3 ( Breach of

Financial Covenants), then on and from the date upon which such Event of Default has been (and remains) cured or waived the Borrower

shall be entitled to withdraw any excess amount above the amount which would otherwise be required to be deposited into the LC Cash

Collateral Accounts pursuant to clause 6.14(A).



Transfer of existing Letters of Credit

Upon request by the Borrower, the LC Issuing Bank and the Facility Agent will consult with the Borrower with a view to procuring that any letters of

credit issued by any member of the Group prior to the date of this Agreement (“ Pre-existing Letters of Credit ”) become letters of credit issued under

and subject to the terms and conditions of this Agreement. Each such party shall act in good faith and shall use all reasonable endeavours and enter

into such documentation as may reasonably be required to give effect to this clause. If any such existing letter of credit was issued by the LC Issuing

Bank, then the form of such Letter of Credit shall be deemed to be acceptable to both the LC Issuing Bank and the Facility Agent.

38



6.16



Letters of Credit issued on behalf of a Non-Borrower Entity

If the Borrower requests that a Letter of Credit is issued on behalf of a member of the Group (other than the Borrower itself) (a “ Non-Borrower

Entity”) in accordance with clause 6.6(G) ( Issue of Letters of Credit) the following conditions shall apply:

(A)



the LC Issuing Bank shall have no obligation to issue such a Letter of Credit unless the Borrower has supplied to the LC Issuing Bank

such documentation and other evidence as is requested by the LC Issuing Bank in order for the LC Issuing Bank to carry out and be

satisfied it has complied with all (i) “know your customer” requirements; or (ii) other similar checks, in each case as required under all

applicable laws and regulations in respect of the relevant Non-Borrower Entity;



(B)



for the avoidance of doubt, notwithstanding that there may be no mention of the Borrower in the terms of the Letter of Credit, once issued

such Letter of Credit shall be a Letter of Credit under this Agreement and shall be for the account of the Borrower;



(C)



the LC Issuing Bank may act in accordance with the proper instructions of a Non-Borrower Entity without reference to, or the approval of,

the Obligors;



(D)



neither the LC Issuing Bank nor the Facility Agent shall have any obligation to inform or deliver to the Obligors any notice or declaration

given to it by any Non-Borrower Entity; and



(E)



for the avoidance of doubt, all of the terms of this Agreement shall apply to any Letter of Credit issued on behalf of a Non-Borrower Entity.



39



PART 4

PAYMENTS, CANCELLATION, INTEREST AND FEES



7.



REPAYMENT

Subject to clause 6.9 ( Claims under a Letter of Credit ), if a Claim is made under a Letter of Credit, the Borrower shall repay an amount equal to

the Claim within five Business Days of written demand by the LC Issuing Bank.



8.



PREPAYMENT AND CANCELLATION



8.1



Illegality

(A)



If it becomes unlawful in any applicable jurisdiction for a Lender (an “ Illegality Lender ”) to perform any of its obligations as

contemplated by the Finance Documents or to fund or maintain its participation in any Utilisation:

(i)



(B)



(ii)



the Borrower shall to the extent possible and at the sole discretion of the Borrower, implement arrangements whereby all of the

Illegality Lender’s Commitment is transferred to a Lender or a New Lender and the affected Illegality Lender will provide all

reasonable assistance to facilitate such transfer; and



(iii)



where the process described at paragraph (ii) above is not possible, the Commitment of that Lender will be immediately cancelled

and the Borrower shall repay the Illegality Lender’s participations in the Utilisations made to the Borrower on the date specified by

the Illegality Lender in the notice delivered to the Facility Agent.



If it becomes unlawful in any applicable jurisdiction for the Borrower to perform any of its obligations as contemplated by the Finance

Documents:

(i)



the Borrower shall promptly notify the Facility Agent upon becoming aware of that event;



(ii)



the Facility Agent shall notify the Lenders; and



(iii)



8.2



that Lender shall promptly notify the Facility Agent upon becoming aware of that event;



with all reasonable assistance of the Lenders the Borrower shall endeavour to cancel all outstanding Letters of Credit within

90 days of the notice provided under clause 8.1(B)(i) ( Illegality).



Change of Control

(A)



Upon a Change of Control:

40



(i)



the Obligor shall promptly notify the Facility Agent upon becoming aware of the occurrence of that event; and



(ii)



the LC Issuing Bank shall not be obliged to issue any Letter of Credit except pursuant to a Renewal or Extension Request;



(iii)



(B)



For the purpose of paragraph (A) above, “ Change of Control ” means any person (or persons with whom they act in concert) other than a

Permitted Transferee acquiring, directly or indirectly, more than 50 per cent. of the ordinary share capital in the Obligor carrying a right to

vote in general meetings of that company. For the avoidance of doubt, a Change of Control shall not occur on an IPO of any shareholder

(directly or indirectly) in the Borrower.



(C)



For the purposes of paragraph (B) above, any persons includes more than one person acting in concert and a “ Permitted Transferee”

means:

(i)



a Shareholder;



(ii)



a Shareholder Affiliate;



(iii)



a member of the Group; or



(iv)



8.3



if the Majority Lenders so require, the Borrower shall, as soon as practicable (and in any event within 30 Business Days) deposit

and maintain in the LC Cash Collateral Accounts an amount equal to the aggregate face value of all outstanding Letters of Credit at

that time.



a person who is otherwise approved by the Majority Lenders (acting reasonably) provided that any Lender which does not grant

its approval may, on not less than 30 days’ written notice to the Facility Agent and the Company, demand that its participation in

the Facility be prepaid in full and that its Commitment be immediately cancelled, provided that the Company may, in accordance

with paragraph (B) of clause 8.5 (Right of repayment and cancellation in relation to a single Lender ), procure the replacement

of that Lender or the transfer of its participation and Commitment to another Lender (with that Lender’s consent) rather than such

prepayment and cancellation provided that such replacement or transfer is completed within the relevant notice period given by the

relevant Lender. If such replacement or transfer does not occur within the relevant period, that Lender’s participation in the

Facility shall be immediately due and payable in full by the Borrower and its Commitment immediately cancelled.



Automatic cancellation

At the close of business in London on the last Business Day of the Availability Period for the Facility, the undrawn Commitment of each Lender

under the Facility at that time shall be automatically cancelled.

41



8.4



8.5



Voluntary cancellation

(A)



The Company may, by giving not less than 10 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written

notice to the Facility Agent, without penalty, cancel the Available Facility in whole or in part (but if in part, in a minimum amount of

USD 1 million or, if less, the relevant Commitments in the Available Facility). The relevant Commitments in respect of the Facility will be

cancelled on a date specified in such notice, being a date not earlier than 10 Business Days after the relevant notice is received by the

Facility Agent.



(B)



Any valid notice of cancellation will be irrevocable and will specify the date on which the cancellation shall take effect. No part of any

Commitment which has been cancelled or which is the subject of a notice of cancellation may subsequently be utilised.



(C)



When any cancellation of Commitments under the Facility takes effect, each Lender’s Available Commitment under the Facility will be

reduced by an amount which bears the same proportion to the total amount being cancelled as its Available Commitment under the Facility

bears to the Available Facility (at that time).



Right of repayment and cancellation in relation to a single Lender

(A)



If:

(i)



the Company reasonably believes that the sum payable to any Lender by an Obligor is required to be increased under clause 11.2

(Tax



gross-up);



(ii)



the Company receives a notice from the Facility Agent under clause 11.3 ( Tax Indemnity) or clause 12.1 ( Increased costs);



(iii)



any Lender is or becomes a Non-Funding Lender;



(iv)



the rating of any Lender’s long-term unguaranteed, unsecured securities or debt is reduced to below A3 (Moody’s) or a comparable

rating from an internationally recognised credit rating agency,



the Company may, while (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the belief or notice continues or (in the

case of (iii) or (iv) above) the relevant circumstance continues:

(a)



give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that

Lender’s participation in the Utilisations;



(b)



in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice of cancellation of the Available

Commitment of that

42



Lender in relation to the Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below;

or

(c)



(B)



replace that Lender in accordance with paragraph (B) below.



The Company may:

(i)



in the circumstances set out in paragraph (A) above or pursuant to clause 8.1 ( Illegality) or clause 8.2(A)(ii) ( Change of

Control), replace an Existing Lender (as defined in clause 21 ( Changes to the Lenders )), with one or more other Lenders (which

need not be Existing Lenders) (each a “ Replacement Lender ”), which have agreed to purchase all or part of the Commitment and

participations of that Existing Lender in Utilisations made to the Borrower pursuant to an assignment or transfer in accordance

with the provisions of clause 21 ( Changes to the Lenders ); or



(ii)



in the circumstances set out in paragraph (A)(iv)(a) of this clause 8.5, cancel the Available Commitments of the Non-Funding

Lender or Illegality Lender in respect of the Facility and procure that one or more Replacement Lenders assume Commitments

under the Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality

Lender in relation to the Facility,



in each case on condition that:

(a)



each assignment or transfer under this paragraph (B) shall be arranged by the Company (with such reasonable assistance from

the Existing Lender as the Company may reasonably request); and



(b)



no Existing Lender shall be obliged to make any assignment or transfer pursuant to this paragraph (B) unless and until it has

received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal

amount of the participations in the Utilisations owing to the Existing Lender, together with accrued and unpaid interest and fees

and all other amounts payable to the Existing Lender under this Agreement.



(C)



On receipt of a notice from the Company referred to in paragraph (A) above, the Commitment of that Lender shall immediately be reduced

to zero.



(D)



Within 90 days of the Company having given notice of cancellation under paragraph (A) above (or, if earlier, the date specified by the

Company in that notice), the Company shall repay that Lender’s participation in the relevant Utilisation.



(E)



Paragraphs (A) and (B) do not in any way limit the obligations of any Finance Party under clause 14.1 ( Mitigation ).

43



9.



INTEREST



9.1



Default interest

(A)



Other than Cash Collateral, if an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall

accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to

paragraph (B) below, is 1 per cent. higher than the rate which would have been payable if the overdue amount had, during the period of

non-payment, constituted a Letter of Credit in the currency of the overdue amount issued for a period equal to the period during which the

overdue amount remains outstanding. Any interest accruing under this clause shall be immediately payable by the Obligor on written

demand by the Facility Agent.



(B)



Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each 90-day period

but will remain immediately due and payable.



10.



FEES



10.1



Letter of Credit fee



10.2



(A)



The Borrower shall pay to the LC Issuing Bank, for the account of the Lenders to share rateably in accordance with their participation in

each Letter of Credit, a letter of credit fee at a rate equal to the Margin (the “ Letter of Credit Rate ”) on the outstanding amount of each

Letter of Credit from the period starting from the Utilisation Date in respect of that Letter of Credit until its expiry date or such earlier date

upon which it is terminated (the “ Letter of Credit Fee ”).



(B)



The Letter of Credit Fee shall continue to be payable on the full outstanding balance of each Letter of Credit. The outstanding balance shall

not be reduced by any amount of Cash Collateral deposited in the LC Cash Collateral Accounts.



(C)



The accrued Letter of Credit Fee on each Letter of Credit is payable quarterly in arrears and on the expiry date or such earlier termination

date of each Letter of Credit.



Arrangement fee

The Borrower shall pay to the Facility Agent (for its own account) an arrangement fee in the amount and at the time agreed in the Fee Letter.



10.3



Security Agent and Facility Agent fee

If the Original Lender ceases to be the sole Lender under the Facility, the Parties shall, acting reasonably, agree fees payable to the Security Agent and

the Facility Agent (the “Security Agent Fee ” and the “ Facility Agent Fee ” respectively). The Borrower shall

44



pay to the Security Agent and the Facility Agent the Security Agent Fee and the Facility Agent Fee in the amount and at the times agreed in a Fee Letter.



10.4



LC Issuing Bank fee

Where the Original Lender ceases to be the sole lender under the Facility the Parties shall, acting reasonably, agree the LC Issuing Bank fee. The

Borrower shall pay to the LC Issuing Bank the LC Issuing Bank fee in the amount and at the times agreed in a Fee Letter.



45



PART 5

TAXES, INCREASED COSTS AND INDEMNITIES



11.



TAX GROSS-UP AND INDEMNITIES



11.1



Definitions

(A)



In this Agreement:



“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under clause 11.2 ( Tax gross-up) or a

payment under clause 11.3 ( Tax Indemnity).



11.2



Tax gross-up

(A)



Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.



(B)



The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or

the basis of a Tax Deduction) notify the Facility Agent accordingly.



(C)



If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an

amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction

had been required.



(D)



If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection

with that Tax Deduction within the time allowed and in the minimum amount required by law.



(E)



Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making

that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that

Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant

taxing Authority.



(F)



If an Obligor makes any payment to a Finance Party in respect of or relating to a Tax Deduction, but such Obligor was not obliged to make

such payment, the relevant Finance Party shall within five Business Days of demand refund such payment to such Obligor.



46



11.3



Tax Indemnity

(A)



Except as provided below, the Borrower shall (within five Business Days of demand by the Facility Agent) indemnify a Finance Party

against any loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered by that Finance

Party for or on account of Tax, by that Finance Party in respect of a Finance Document.



(B)



Paragraph (A) above shall not apply:

(i)



with respect to any Tax assessed on a Finance Party under the law of the jurisdiction in which:

(a)



(b)



that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is

treated as resident for Tax purposes; or

that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,



if in either such case that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum

deemed to be received or receivable) by that Finance Party or that Finance Party’s Facility Office; or

(ii)



(iii)



11.4



to the extent a loss, liability or cost is compensated for by an increased payment under clause 11.2 ( Tax gross-up); or

with respect to any Tax assessed prior to the date which is 180 days prior to the date on which the relevant Finance Party requests

such a payment from the Borrower, unless a determination of the amount claimed could only be made on or after the first of those

dates.



(C)



A Finance Party making, or intending to make a claim under paragraph (A) above shall promptly notify the Facility Agent of the event

which will give, or has given, rise to the claim, following which the Facility Agent shall provide to the Company a copy of the notification

by such Finance Party.



(D)



A Finance Party shall, on receiving a payment from an Obligor under this clause, notify the Facility Agent. The Finance Parties will

undertake to use reasonable endeavours to obtain reliefs and remissions for taxes and deductions and to reimburse the Company for reliefs,

remissions or credits obtained (but without any obligation to arrange its Tax affairs other than as it sees fit nor to disclose any information

about its Tax affairs).



Tax Credit

(A)



If:



47



(i)



an Obligor makes a Tax Payment, and



(ii)



a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment, and



(iii)



that Finance Party has obtained, utilised and retained that Tax Credit,



the Finance Party shall pay an amount to the Obligor which that Finance Party reasonably determines will leave it (after that payment) in the

same after-Tax position as it would have been in but for its utilisation of the Tax Credit.



(B)



11.5



Nothing in this clause will:

(i)



interfere with the rights of any Finance Party to arrange its affairs in whatever manner it thinks fit; or



(ii)



oblige any Finance Party to disclose any information relating to its Tax affairs or computations.



Stamp taxes

The Company shall, within five Business Days of demand, pay and indemnify each Finance Party against any cost, loss or liability that Finance

Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document other than in respect of an

assignment or transfer by a Lender.



11.6



Value added tax

(A)



All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any

VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall

pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT against

delivery of an appropriate VAT invoice.



(B)



Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that obligation shall be deemed to

extend to all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines

that neither the Finance Party nor any other member of any VAT group of which it is a member is entitled to credit or repayment of the VAT.



12.



INCREASED COSTS



12.1



Increased costs

(A)



Subject to clause 12.3 ( Exceptions ) the Borrower shall, within five Business Days of a demand by the Facility Agent, pay for the account

of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its

48



Affiliates as a result of the introduction of or any change in (or in the interpretation, administration or application by any governmental

body or regulatory Authority of) any law or regulation (whether or not having the force of law, but if not, being of a type with which that

Finance Party or Affiliate is expected or required to comply), or as a result of the implementation or application of, or compliance with,

Basel III or any law or regulation that implements or applies Basel III.

(B)



In this Agreement “ Increased Costs ” means:

(i)



a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;



(ii)



an additional or increased cost; or



(iii)



a reduction of any amount due and payable under any Finance Document,



which is (a) material and (b) incurred or suffered by a Finance Party or any of its Affiliates but only to the extent that it is attributable to that Finance

Party having entered into its Commitment or funding or performing its obligations under any Finance Document.



12.2



12.3



Increased cost claims

(A)



A Finance Party intending to make a claim pursuant to clause 12.1 ( Increased costs) shall notify the Facility Agent of the event giving rise

to the claim, following which the Facility Agent shall promptly notify the Company.



(B)



Each Finance Party shall provide a certificate confirming the amount of its Increased Costs.



Exceptions

(A)



Clause 12.1 ( Increased costs) does not apply to the extent any Increased Cost is:

(i)



attributable to a Tax Deduction required by law to be made by an Obligor provided that this clause is without prejudice to any

rights which the affected Lender may have under clause 11.2 ( Tax gross-up) to receive a grossed up payment;



(ii)



the subject of a claim under clause 11.3 ( Tax Indemnity) (or might be or have been the subject of a claim under clause 11.3 ( Tax

Indemnity ) but for any of the exclusions in paragraph (B) of clause 11.3 ( Tax Indemnity));



(iii)



incurred prior to the date which is 180 days prior to the date on which the Finance Party makes a claim in accordance with

clause 12.2



49



(Increased



(iv)



(v)



(B)



attributable to the wilful breach by the relevant Finance Party or any of its Affiliates of any law or regulation; or

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement

and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the

form existing on the date of this Agreement (but excluding any amendment contained in Basel III) (“ Basel II”) or any other law or

regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator,

Finance Party or any of its Affiliates).



In this clause 12.3 ( Exceptions ), a reference to a “ Tax Deduction” has the same meaning given to the term in clause 11.1 ( Definitions ).



13.



OTHER INDEMNITIES



13.1



Currency indemnity

(A)



cost claims ), unless a determination of the amount incurred could only be made on or after the first of those dates;



If any sum due from an Obligor under the Finance Documents (a “ Sum”), or any order, judgment or award given or made in relation to a

Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second

Currency”) for the purpose of:

(i)



making or filing a claim or proof against that Obligor; or



(ii)



obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,



that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Finance Party to whom that Sum is

due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (a) the rate of

exchange used to convert that Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to that

person at the time of its receipt of that Sum.

(B)



13.2



Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency

unit other than that in which it is expressed to be payable.



Other indemnities



Each Obligor shall, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance

Party as a result of:

(A)



the occurrence of any Event of Default;



50



(B)



13.3



a failure by an Obligor to pay any amount due under a Finance Document on its due date.



Indemnity to the Facility Agent

Each Obligor shall promptly on demand, indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting

reasonably) as a direct result of:

(A)



investigating any event which it reasonably believes is a Default; and



(B)



acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised by an

Obligor.



14.



MITIGATION BY THE LENDERS



14.1



Mitigation



14.2



(A)



Each Finance Party shall, in consultation with the Company, use all reasonable endeavours to mitigate or remove any circumstances which

arise and which would result in any facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled

pursuant to, any of clause 8.1 ( Illegality), clause 11.2 (Tax gross-up) or clause 12.1 ( Increased costs) including (but not limited to)

transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.



(B)



Paragraph (A) above does not in any way limit the obligations of any Obligor under the Finance Documents.



(C)



Each Finance Party shall notify the Facility Agent as soon as it becomes aware that any circumstances of the kind described in

paragraph (A) above have arisen or may arise. The Facility Agent shall notify the Company promptly of any such notification from a

Finance Party.



Limitation of liability

(A)



Each Obligor shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result

of steps taken by it under clause 14.1 ( Mitigation ).



(B)



A Finance Party is not obliged to take any steps under clause 14.1 ( Mitigation ) if, in the bona fide opinion of that Finance Party (acting

reasonably), to do so might in any way be prejudicial to it.



51



PART 6

FINANCIAL INFORMATION



15.



INFORMATION UNDERTAKINGS

The undertakings in this clause remain in force from the date of this Agreement until the Discharge Date.



15.1



Books of account and auditors

Each Obligor shall:



15.2



(A)



keep proper books of account relating to its business; and



(B)



appoint and maintain as its auditors any Approved Auditor.



Financial statements

(A)



(B)



15.3



The Borrower shall supply to the Facility Agent (in sufficient copies as most recently notified by the Facility Agent as being sufficient to

allow one copy for each Lender):

(i)



as soon as they become available, but in any event within 180 days of the end of each financial year, the audited financial

statements of the Original Guarantor for that financial year, and within 90 days of the end of each financial year, the annual

management reports of the Borrower; and



(ii)



within 90 days of the end of each quarter, the unaudited quarterly consolidated financial statements of the Original Guarantor for

that period.



If during any financial year of the Original Guarantor there is a material change in the nature and extent of the accounting transactions

which the Original Guarantor enters into, the Borrower shall promptly inform the Facility Agent thereof and the Borrower shall, if

instructed to do so by the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)), supply to the Facility Agent

(in sufficient copies for each Lender), as soon as they become available, but in any event within 180 days of request, the audited financial

statements of the Original Guarantor for its last financial year.



Year-end

The Borrower shall not change its financial year-end from the Accounting Reference Date without the consent of the Majority Lenders.



52



15.4



Form of financial statements

(A)



The Borrower must ensure that each set of financial statements supplied under this Agreement:

(i)



(ii)



15.5



is certified by an Authorised Signatory of the Borrower as a true and correct copy; and

gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition of the relevant Borrower for

the period to the date on which those financial statements were drawn up.



(B)



Unless otherwise agreed with the Facility Agent, all financial statements delivered under this Agreement shall be prepared in accordance

with the Approved Accounting Principles.



(C)



The Borrower must notify the Facility Agent of any material change to the manner in which any audited or unaudited financial statements

delivered under this Agreement are prepared.



(D)



If requested by the Facility Agent, the Borrower must supply to the Facility Agent:

(i)



a full description of any change notified under paragraph (B) above and the adjustments which would be required to be made to

those financial statements in order to cause them to use the accounting policies, practices, procedures and reference period upon

which such financial statements were prepared prior to such change; and



(ii)



sufficient information, in such detail and format as may be required by the Facility Agent (acting reasonably), to enable the

Lenders to make a proper comparison between the financial position shown by the set of financial statements prepared on the

changed basis and its most recent audited or unaudited financial statements delivered to the Facility Agent under this Agreement

prior to such change.



Compliance Certificate

(A)



The Borrower must supply to the Facility Agent a Compliance Certificate with each set of financial statements sent to the Facility Agent

under clause 15.2 ( Financial statements ), above certifying the matters specified in clause 15.4(A) ( Form of financial statements ) above

and compliance with the financial covenants in clauses 18.1 ( Debt cover ratio ) and 18.2 ( Interest cover ratio) below.



(B)



A Compliance Certificate supplied in accordance with paragraph (A) above must be signed by two Authorised Signatories of the Borrower.



53



15.6



Information: miscellaneous

Each Obligor shall supply to the Facility Agent, in sufficient copies for all the Lenders, if the Facility Agent so requests:



15.7



(A)



all documents dispatched by each Obligor to its Shareholders (or any class of them) or its creditors generally, at the same time as they are

dispatched;



(B)



promptly after becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are currently

threatened or pending against the Guarantor or any member of the Group;



(C)



promptly upon them being becoming available, (i) each annual work program and each budget to be delivered to any governmental

ministry or analogous governmental body, in connection with any underlying licence which a Letter of Credit has been granted in relation to

and (ii) any other analogous document or information as reasonably required by the LC Issuing Bank for any Letters of Credit issued for

any purpose which is not related to exploration licences.



(D)



promptly, such further information regarding the financial condition, assets, business and operations of the Guarantor or any member of

the Group as the Facility Agent may reasonably request.



Notification of Default

Each Obligor must notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its

occurrence.



15.8



“Know your customer” and “customer due diligence” requirements

(A)



If:

(i)



(ii)



(iii)



the introduction of or any change in (or in the interpretation, administration or application by any government or regulatory

Authority of) any law or regulation (having the force of law) made after the date of this Agreement;

any change in the ownership of an Obligor after the date of this Agreement; or



a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a

Lender prior to such assignment or transfer,



obliges the Facility Agent or any Lender (or, in the case of paragraph (C) below, any prospective new Lender) to comply with “know your

customer”, “customer due diligence” or similar identification procedures in circumstances where the necessary information is not already

available to it (or, in the case of paragraph (C) below, cannot be provided by the transferring Lender from



54



information already provided to it), the Company shall, as soon as reasonably practicable upon the request of the Facility Agent or the

relevant Lender, supply, or procure the supply of, such reasonable documentation and other evidence as is within an Obligor’s possession

and control to enable the Facility Agent or such Lender to comply with all necessary “know your customer”, “customer due diligence” or

other similar checks required under the relevant laws and regulations including using its reasonable efforts to provide any updated or

additional information as may be reasonably requested by the Facility Agent or Lenders to maintain such compliance.

(B)



Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other

evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent, as the case may be, to carry out and be

satisfied it has complied with all (i) “know your customer” requirements or (ii) other similar checks, in each case as required under all

applicable laws and regulations, in each case pursuant to the transactions contemplated in the Finance Documents.



(C)



The Borrower shall, by not less than 10 Business Days’ prior written notice to the Facility Agent, notify the Facility Agent (which shall

promptly notify the Lenders) of its intention to request that a member of its Group becomes an Additional Guarantor pursuant to this

Agreement.



(D)



15.9



Following the giving of any notice pursuant to paragraph (C) above, if the accession of such Additional Guarantor obliges the Facility

Agent or any Lender, by law or applicable regulation, to comply with “know your customer” or similar identification procedures in

circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Facility

Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility

Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Facility

Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer”

or other similar checks under all applicable laws and regulations pursuant to the accession of such subsidiary to this Agreement as an

Additional Guarantor.



Use of websites

(A)



Except as provided below, each Obligor may deliver any information under the Facility Agreement to the Facility Agent by posting it on to

an electronic website if:

(i)



it maintains or has access to an electronic website for this purpose and provides the Facility Agent with the details and password

to access the website and the information; and



55



(ii)



the information posted is in a format required by this Agreement or is otherwise agreed between each Obligor and the Facility

Agent (whose approval shall not be unreasonably withheld or delayed).



The Facility Agent must supply each relevant Lender with the address of and password for the website.

(B)



Notwithstanding the above, the Company must supply to the Facility Agent within 10 Business Days of request, in paper form a copy of

any information posted on the website together with sufficient copies for any Lender, if that Lender so requests.



(C)



Each Obligor must, promptly upon becoming aware of its occurrence, notify the Facility Agent if:

(i)



the website cannot be accessed;



(ii)



the website or any information on the website is infected by any electronic virus or similar software;



(iii)



the password for the website is changed; or



(iv)



any information to be supplied under the Facility Agreement is posted on the website or amended after being posted.



If the circumstances in sub-paragraph (C)(i) or (ii) above occur, an Obligor must supply any information required under this Agreement in paper

form until the circumstances giving rise to the notification are no longer continuing and the information can be provided in accordance with

paragraph (A) above.



56



PART 7

GUARANTEE



16.



GUARANTEE AND INDEMNITY



16.1



Guarantee and indemnity

Subject to clause 16.5 ( Limitation on liability ), each Guarantor irrevocably and unconditionally jointly and severally:



16.2



(A)



guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;



(B)



undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance

Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and



(C)



indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation

guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which

that Finance Party would otherwise have been entitled to recover.



Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents,

regardless of any intermediate payment or discharge in whole or in part.



16.3



Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for

those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:



16.4



(A)



the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and



(B)



each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment,

discharge, avoidance or reduction had not occurred.



Waiver of defences

The obligations of each Guarantor under this clause 16 will not be affected by an act, omission, matter or thing which, but for this clause, would

reduce, release or prejudice any of its obligations under this clause 16 (without limitation and whether or not known to it or any Finance Party)

including:



57



16.5



(A)



any time, waiver or consent granted to, or composition with, any Obligor or other person;



(B)



the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of

the Group;



(C)



the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or

security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in

respect of any instrument or any failure to realise the full value of any security;



(D)



any incapacity or lack of power, authority or legal personality or dissolution or change in the members or status of an Obligor or any other

person;



(E)



any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of

any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or

any increase in any facility or the addition of any new facility under any Finance Document or other document or security;



(F)



any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or

security; or



(G)



any insolvency or similar proceedings.



Limitation on liability

No Guarantor shall have any liability under this clause 16 nor shall any Guarantor otherwise be required to make any payment to any Finance Party

or to any trustee or agent on its behalf in respect of any liability of the Borrower which may, at that time, be satisfied by amounts standing to the

credit of the LC Cash Collateral Accounts. Subject to the foregoing, each Guarantor waives any right it may have of first requiring any Finance

Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person claiming from

that Guarantor under this clause 16. This waiver applies, subject to the foregoing, irrespective of any law or any provision of a Finance Document

to the contrary.



16.6



Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid

in full, each Finance Party (or any trustee or agent on its behalf) may:

(A)



subject to clause 6.9 ( Claims under a Letter of Credit ), refrain from applying or enforcing any other moneys, security or rights held or

received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such

manner and order as it sees fit (whether



58



against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and



(B)



16.7



hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under

this clause 16.



Deferral of Guarantors’ rights

(A)



Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been

irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason

of performance by it of its obligations under the Finance Documents:

(i)



to be indemnified by an Obligor;



(ii)



to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or



(iii)



(B)



16.8



to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under

the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by

any Finance Party.



If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to

the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection

with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or

as the Agent may direct for application in accordance with clause 27 ( Payment Mechanics ) of this Agreement.



Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.



59



PART 8

REPRESENTATIONS, COVENANTS, EVENTS OF DEFAULT



17.



REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this clause to each Finance Party and acknowledges that each Finance Party has

entered into the Finance Documents in full reliance on those representations and warranties.



17.1



17.2



Status

(A)



It is a limited liability or, as the case may be, an exempted company, duly incorporated and validly existing under the laws of its

jurisdiction of incorporation.



(B)



It has the power to own its assets and carry on its business as it is being conducted.



Legal validity

Each Finance Document to which it is a party constitutes, or will constitute when executed, its valid, legally binding and enforceable obligations in

accordance with its terms (subject to any limitation on enforcement under law or general principles of equity or qualifications which are specifically

set out in any legal opinion delivered as a Condition Precedent) and that, so far as it is aware having made all due and careful enquiries, each Finance

Document is in full force and effect.



17.3



Non-conflict



The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not conflict with:

(A)



any applicable law or regulation;



(B)



its constitutional documents; or



(C)



any agreement binding upon it,



to the extent which has, or could reasonably be expected to have, a Material Adverse Effect.



17.4



Powers and authority

It has (or had at the relevant time) the power and authority to execute and deliver the Finance Documents to which it is a party and it has the power

and authority to perform its obligations under the Finance Documents to which it is a party and the transactions contemplated thereby.



60



17.5



Authorisations

All Required Approvals (except to the extent already provided as a Condition Precedent, or where required by any Authority in respect of any Security

Interest granted (or to be granted) under the Security Documents) have been obtained or effected and are in full force and effect (where a failure to do

so has or could reasonably be expected to have a Material Adverse Effect).



17.6



Stamp and registration duties

Except for registration fees, if any, payable in relation to the Charge, there is no stamp or registration duty or similar Tax or charge in respect of any

Finance Document, which has not been made or paid within applicable time periods (where a failure to do so has, or could reasonably be expected to

have, a Material Adverse Effect).



17.7



No Default

No Default has occurred and is outstanding.



17.8



Financial statements and other factual information

(A)



The most recent audited financial statements and interim financial statements delivered to the Facility Agent in accordance with clause 15.2

statements ):



(Financial



(B)



17.9



(i)



have been prepared in accordance with the Approved Accounting Principles (if relevant); and



(ii)



(if audited) give a true and fair view of, or (if unaudited) fairly represent, its financial condition for the relevant period.



All factual information provided by or under the express direction of the Borrower to the Finance Parties in connection with the Facility was

believed by the Borrower at the time it was so provided to be true in all material respects.



Proceedings pending or threatened



Except as disclosed to the Facility Agent in writing prior to the Signing Date, no litigation, arbitration or administrative proceeding is pending or

threatened which could reasonably be expected to be adversely determined against it and which, if so determined, has, or could reasonably be

expected to have, a Material Adverse Effect.



17.10



Breach of laws

(A)



It has not breached any law or regulation which has, or could reasonably be expected to have, a Material Adverse Effect.



(B)



It is in compliance with all environmental laws, a breach of which could reasonably be expected to give rise to a liability on it which has, or

could



61



reasonably be expected to have, a Material Adverse Effect and, so far as it is aware having made due and careful enquiry, there is no

environmental claim outstanding against it which, if adversely determined, would give rise to a liability on it which has, or could

reasonably be expected to have, a Material Adverse Effect.



17.11



Ranking of security

Subject to any limitations on enforcement under law or general principles of equity or qualifications set out in any legal opinion delivered as a

Condition Precedent, each Security Document when executed confers the Security Interests it purports to confer over the assets referred to in that

document and those assets are not subject to any other Security Interest.



17.12



Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with all its other present unsecured obligations, except for obligations

mandatorily preferred by law applying to companies generally.



17.13



No immunity

In any proceedings taken in any relevant jurisdiction in relation to the Finance Documents (or any of them), it shall not be entitled to claim for itself

or any of its assets immunity from suit, execution or attachment or other legal process.



17.14



17.15



Ownership of Obligors

(A)



The Guarantor beneficially owns, indirectly, all of the issued share capital of the Company.



(B)



The issued share capital of the Company is fully paid up and, to the extent applicable, beneficially owned by the Guarantor, free of all

encumbrances or other third party rights.



OFAC

Each Obligor represents that neither it nor any of its subsidiaries or, to its knowledge, any director, officer, employee, agent or representative of it or

any of its subsidiaries is an individual or entity (“ Person”) currently the subject of any sanctions administered or enforced by the United States

Government, including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security

Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “ Sanctions ”), nor is it or any of its

subsidiaries located, organised or resident in a country or territory that is the subject of Sanctions.



62



17.16



Times for making representations

(A)



The representations set out in this clause 17 (other than the representations in clauses 17.4 ( Powers and authority ) and 17.5

are made by each Obligor on the date of this Agreement. The representation in clause 17.4 ( Powers and authority ) will be

made as at the time that the power or authority is exercised only. Each Repeating Representation is deemed to be repeated by each Obligor on

the date of each Utilisation Request, each Utilisation Date and any date when the Letter of Credit Fee is paid by the Borrower.

(Authorisations ))



(B)



When a representation is repeated, it is applied to the facts and circumstances existing at the time of repetition.



18.



FINANCIAL COVENANTS



18.1



Debt cover ratio

The Company undertakes that on each Calculation Date the ratio of Consolidated Total Net Borrowings to EBITDAX of the Group for the

Measurement Period shall be less than or equal to 3.50 : 1.00.



18.2



Interest cover ratio

The Company undertakes that on each Calculation Date the ratio of EBITDAX of the Group to the Net Interest Payable of the Group for the

Measurement Period shall be greater than or equal to 2.25 : 1.00.



18.3



Calculation of ratios on Calculation Date

(A)



The Company will give written notice to the Facility Agent of the anticipated occurrence of any Calculation Date together with pro forma

calculations of the ratio of Consolidated Total Net Borrowings to EBITDAX of the Group and EBITDAX of the Group to the Net Interest

Payable of the Group for the relevant Measurement Period.



(B)



The pro forma calculations referred to in paragraph (A) above will:

(i)



incorporate all debt and interest of the Group, ignoring any debt that must be mandatorily prepaid as a result of the relevant

Calculation Trigger Event (and also ignoring any related interest) and including any debt envisaged to be incurred (and including

any interest that would have been payable had that debt been incurred at the beginning of the relevant Measurement Period) by the

Group pursuant to the relevant Calculation Trigger Event as though that debt had been incurred at the beginning of the relevant

Measurement Period; and.



(ii)



ignore, in instances where the relevant Calculation Trigger Event is a Ghana Petroleum Agreement Small Sale Event, the Ghana

Petroleum Agreement Small Sale Percentage Reduction and any amounts payable



63



to the Group in connection with a Ghana Petroleum Agreement Small Sale Event.



19.



(C)



The Company may only proceed with a Calculation Trigger Event which is listed in paragraph (B)(iv) or (B)(v) of the definition of

Calculation Date if the pro forma calculations referred to in paragraph (A) above show that the financial covenants in clause 18.1 ( Debt

cover ratio ) and in clause 18.2 ( Interest cover ratio) would be met for the relevant Measurement Period, or otherwise only with the consent

of the Majority Lenders.



(D)



The Company may only proceed with a Calculation Trigger Event which is listed in paragraph (B)(i), (B)(ii) or (B)(iii) of the definition of

Calculation Date in clause 1.1 ( Definitions ) if the pro forma calculations referred to in paragraph (A) above show that the financial

covenants in clause 18.1 ( Debt cover ratio ) and in clause 18.2 ( Interest cover ratio) would be met for the relevant Measurement Period, or

otherwise only with the consent of each Lender.



GENERAL UNDERTAKINGS

The undertakings in this clause shall remain in force from the date of this Agreement until the Discharge Date.



19.1



Corporate existence

Each Obligor shall maintain its corporate existence.



19.2



Authorisations

Each Obligor shall promptly obtain and comply with Required Approvals where a failure to do so would have a Material Adverse Effect.



19.3



Compliance with laws

Each Obligor shall comply with all laws and regulations (including compliance with environmental laws, permits and licences) applicable to it where

failure to do so would have a Material Adverse Effect.



19.4



Pari passu ranking

Each Obligor shall ensure that at all times its payment obligations to the Finance Parties under the Finance Documents rank at least pari passu as to

priority of payment with all its other present and future unsecured and unsubordinated Financial Indebtedness, except for claims mandatorily

preferred by operation of law applying generally.



19.5



Security

Each Obligor shall undertake all actions reasonably necessary (including the making or delivery of filings and payment of fees) to maintain the

Security Interests under the



64



Security Documents to which it is party in full force and effect (including the priority thereof).



19.6



Change of business

KEL shall procure that no substantial change is made to the general nature of the business of the Obligors or the Group taken as a whole from that

carried on by the Group as at the date of this Agreement.



19.7



Disposals

Each Obligor shall not, either in a single transaction or in a series of transactions and whether related or not, dispose of all or a material part of its

assets.



19.8



Mergers

No Obligor may enter into any amalgamation, consolidation, demerger, merger or reconstruction or winding-up without the consent of the Majority

Lenders, except on a solvent basis and in circumstances where the Obligor remains the legal entity following such amalgamation, consolidation,

demerger, merger or reconstruction or winding-up.



19.9



Tax affairs

Each Obligor must promptly file all tax returns required by law within the requisite time limits except to the extent contested in good faith and subject

to adequate reserve or provision.



19.10



19.11



Distributions

(A)



Each Obligor may make, declare or pay a Shareholder Distribution, subject to there being no Default or Event of Default outstanding and

provided that no Default or Event of Default would occur by making such Shareholder Distribution.



(B)



For the avoidance of doubt, nothing in paragraph (A) above shall restrict an Obligor from making a Shareholder Distribution at any time

(including at a time when a Default or an Event of Default is continuing) to the extent that the payment of such Shareholder Distribution is

mandatory under the rules of any Stock Exchange.



OFAC

Each Obligor represents and covenants that neither it nor any of its subsidiaries will, directly or, to such Obligor’s knowledge, indirectly, use the

proceeds of the Facility, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to

fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in

any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, adviser,

investor or otherwise) of



65



Sanctions. Furthermore, each Obligor represents and covenants that it and each of its subsidiaries is in compliance with Council Regulation (EU) No

961/2010 of 25 October 2010 on restrictive measures against Iran and repealing Regulation (EC) No 423/2007.



19.12



Restricted Entity

The Borrower undertakes that it shall not nominate as a Beneficiary any person currently the subject of Sanctions, or located, organised or resident

in a country or territory that is the subject of Sanctions.



19.13



Insurance

The Obligors shall maintain insurances, with reputable independent insurance companies or underwriters , on and in relation to their respective

business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.



19.14



Constitutional documents

Each Obligor shall notify the Facility Agent of any amendment to any of its constitutional documents in a manner that has, or could reasonably be

expected to have, a Material Adverse Effect.



20.



EVENTS OF DEFAULT

Subject to the following, each of the events or circumstances set out in this clause is an Event of Default unless otherwise stated. Notwithstanding

any other provision of any Finance Document:

(A)



no Event of Default will or may occur under this Agreement or be continuing where (and for so long as) Cash Collateral has been deposited

into the LC Cash Collateral Accounts which is at least equal to 100 per cent. of the aggregate face value of all outstanding Letters of Credit;



and

(B)



20.2



any Event of Default which has occurred will be fully and effectively remedied and shall be deemed not to be continuing if and when Cash

Collateral which is at least equal to 100 per cent. of the aggregate face value of all outstanding Letters of Credit is deposited into the LC Cash

Collateral Accounts.



Non-payment

An Obligor does not pay any amount payable by it to any Finance Party (or to the Facility Agent for its own account) under the Finance Documents

in the manner and on the date required under the Finance Documents within five Business Days of its due date.



66



20.3



Breach of financial covenant

The Borrower does not comply with the provisions of the Financial Covenants, provided that where the debt cover ratio or interest cover ratio has

been breached, the Borrower shall have 45 days within which to remedy any breach of the relevant financial covenant by means of a prepayment

and/or a cancellation of the Facility where any prepayment is funded by the provision of Additional Debt subordinated on terms acceptable to the

Majority Lenders (acting reasonably), or by the contribution of equity to the capital of the Borrower or by taking such other remedial action as may

be approved by the Majority Lenders provided always that the Borrower shall be entitled to remedy any such breach not more than twice in total and

not more than once in any 12-month period.



20.4



Breach of other obligations

An Obligor does not comply with any other provision of the Finance Documents to which it is a party (other than in respect of non-payment or breach

of a Financial Covenant), unless the non-compliance is:



20.5



(A)



capable of remedy; and



(B)



remedied within 30 days of the earlier of the Facility Agent giving notice or the Obligor becoming aware of the non-compliance.



Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents is or proves to have been incorrect or misleading

in any material respect when made or deemed to be made (or, in the case of a representation or statement that contains a materiality concept, is or

proves to have been incorrect or misleading in any respect when made or deemed to be made), unless the misrepresentation is:



20.6



(A)



capable of remedy; and



(B)



remedied within 30 days of the earlier of the Facility Agent giving notice or the relevant Obligor becoming aware of the misrepresentation.



Cross-default

(A)



Any Financial Indebtedness of any Obligor is not paid when due nor within any applicable grace period.



(B)



Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result

of an event of default (however described) and such amount is not paid when due.



(C)



Notwithstanding paragraphs (A) and (B) above, no Event of Default will occur under this clause if the aggregate amount of Financial

Indebtedness or commitment for Financial Indebtedness is less than USD 100 million (or its



67



equivalent in any other currency or currencies) or if the relevant event or default has been waived, or if such event or default is caused by a

Disruption Event, provided that, in the case of a Disruption Event the requisite payment is made within five Business Days.



20.7



Insolvency



Any of the following occurs in respect of an Obligor:



20.8



(A)



it is, or is deemed for the purposes of any law to be, unable to, or admits its inability to, pay its debts as they fall due or is or becomes

insolvent or a moratorium is declared in relation to its indebtedness generally; or



(B)



it stops or suspends or threatens to suspend, or announces an intention to stop or suspend making payment of all or any class of its debts

as they fall due in default of the obligation to make the relevant payment.



Insolvency proceedings

(A)



Except as provided in paragraph (B) below, any of the following occurs in respect of an Obligor:

(i)



a written resolution is passed or a resolution is passed at a meeting of its shareholders, directors or other officers to petition for or

to file documents with a court or any registrar for its winding-up, administration or dissolution;



(ii)



any person presents a petition, or files documents with a court or any registrar for its winding-up, administration or dissolution;



(iii)



an order for its winding-up, administration or dissolution is made;



(iv)



(v)

(vi)



any liquidator, provisional liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative

receiver, administrator or similar officer is appointed in respect of it or any material part of its assets;

a moratorium is declared in relation to the indebtedness of an Obligor;



its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint a liquidator,

trustee in bankruptcy, judicial custodian, compulsory manager, provisional liquidator, receiver, administrative receiver,

administrator or similar officer;



(vii)



any composition, compromise, assignment or arrangement is made with any of its creditors; or



(viii)



any other analogous step or procedure is taken in any jurisdiction.



68



(B)



Paragraph (A) does not apply to:

(i)



(ii)



(iii)



(iv)



20.9



any step or procedure which is part of a re-organisation of an Obligor on a solvent basis with the consent of the Majority Lenders

(acting reasonably); or

an IPO Reorganisation; or



in the case of sub-paragraph (ii) or (iv) (or any step or procedure under sub-paragraph (vi) that is analogous to subparagraph (ii) or (iv)), if the relevant step, petition or filing is made by a person other than an Obligor, shareholder or their

respective officers or directors and the relevant Obligor is taking steps in good faith and with due diligence for such proceedings or

action to be stayed, discontinued, revoked or set aside and the same is stayed, discontinued, revoked or set aside within a period

of 60 days; or

any Enforcement Action that applies to assets having an aggregate value of less than USD 100 million.



Creditors’ process

Any attachment, sequestration, distress, execution or analogous event affects any asset(s) of an Obligor, having an aggregate value of at least

USD 15 million, and is not discharged within 45 days.



20.10



Unlawfulness and invalidity of the Finance Documents

If all or any part of a Finance Document is not, or ceases to be, a legal, valid, binding and enforceable obligation of an Obligor, and:



20.11



(A)



the Company fails, within 30 days of becoming aware of the matter, to procure the execution of a substitute agreement or agreements on

substantially the same terms and with a commercially qualified party or parties acceptable to the Majority Lenders (acting reasonably); or



(B)



the matter is not otherwise remedied within 30 days of an Obligor becoming aware of the matter.



Cessation of business

An Obligor ceases, or threatens to cease, all or a substantial part of its business (as carried on at the date of this Agreement).



20.12



Repudiation of Finance Documents

Any Finance Document is repudiated or rescinded by an Obligor.



69



20.13



Material litigation

Any material litigation, arbitration or administrative proceedings are commenced, threatened or pending against an Obligor which could reasonably

be expected to be adversely determined against it and which, if so determined, has, or would have, a Material Adverse Effect.



20.14



Material Adverse Effect

Any event which, in the opinion of the Majority Lenders (acting reasonably), has a Material Adverse Effect but only following consultation between

the Facility Agent and the Company over a period of not less than 30 days with a view to agreeing steps of mitigation (each Party acting reasonably

with a view to appropriate remedial action being taken).



20.15



Acceleration



On and at any time after the occurrence of an Event of Default which is continuing, the Facility Agent may, and shall if so directed by the Majority

Lenders, by notice to the Borrower:



20.16



(A)



cancel the Total Commitments whereupon they shall immediately be cancelled;



(B)



declare that all accrued fees, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable

(as applicable);



(C)



require the Borrower to provide 100% Cash Collateral to the relevant LC Issuing Bank in respect of any outstanding uncollateralised

liabilities under each Letter of Credit; and/or



(D)



exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under any of the Finance Documents.



Notification of Event of Default

The Facility Agent shall notify the Security Agent of the occurrence of any Event of Default.



20.17



Lender’s Termination

(A)



On the occurrence of an event or circumstance set out in clause 20 which, but for the operation of clause 20(A) and/or 20(B) would be an

Event of Default, and which continues for an uninterrupted period until the date which is at least 90 days after the Borrower first received

notice or became aware of the event or circumstance in question (such date being the “ Suspension Period End Date ”), the Facility Agent

may, on any date selected by it falling after the Suspension Period End Date (provided that on such selected date the event or circumstance

in question is still continuing) provide written notice of the revised Termination Date for the Facility (the “ Revised Termination Date”),

which

70



written notice shall be delivered to the Borrower in accordance with the terms of this Agreement no later than five Business Days prior to

such Revised Termination Date.



(B)



During the period beginning on the date upon which the Borrower first receives notice or becomes aware of an event or circumstance which,

but for the operation of clause 20(A) and/or 20(B) would be an Event of Default, and ending on the Suspension Period End Date relating to

that event or circumstance, the Borrower, the LC Issuing Bank and the Facility Agent shall negotiate in good faith with a view to resolving

the cause of the event or circumstance in question.



71



PART 9

CHANGES TO LENDERS AND OBLIGORS AND ROLES



21.



CHANGES TO THE LENDERS



21.1



Assignments and transfers and changes in Facility Office by the Lenders

Subject to this clause and to clause 21.2 ( Transfer of LC Issuing Bank role), a Lender (the “ Existing Lender ”) may:

(A)

(i)



assign any of its rights; or



(ii)



transfer by novation any of its rights and obligations,



to an Affiliate, another Lender, an Affiliate of another Lender or a Qualifying Bank, another bank or financial institution or to a trust or other entity

which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or such

other institution as the Borrower may agree in writing (the “ New Lender ”), or

(B)



21.2



change its Facility Office.



Transfer of LC Issuing Bank role

The Original Lender, who at the Signing Date holds the role of LC Issuing Bank, may not, without the prior written consent of the Borrower, assign,

novate or otherwise transfer its rights or obligations as LC Issuing Bank.



21.3



Conditions of assignment and transfer or change in Facility Office

(A)



The consent of the Company is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is (i) to, or

in favour of, another Lender, an Affiliate of a Lender or a Qualifying Bank, or (ii) made at a time when an Event of Default is continuing.



(B)



The consent of the Company is required for a change in Facility Office to a different jurisdiction. In the case of a change of Facility Office

for which the Company’s consent is not required, the Lender must notify the Company of the new Facility Office promptly on the change

taking effect.



(C)



The consent of the Company to an assignment or transfer or change in Facility Office must not be unreasonably withheld or delayed (and

will be deemed to have been given five Business Days after the relevant Lender has requested it unless consent is expressly refused by the

Company within that time).



(D)



An assignment will only be effective on:



72



(i)



(ii)



receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility

Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an

Original Lender; and

the New Lender entering into the documentation required for it to accede as a party to the relevant Finance Documents.



(E)



A transfer will only be effective if the procedure set out in clause 21.6 ( Procedure for transfer) is complied with.



(F)



If:

(i)



(ii)



a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a

payment to the New Lender or Lender acting through its new Facility Office under clause 11 ( Tax Gross-Up and Indemnities) or

clause 12 ( Increased costs),



then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same

extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had

not occurred.



21.4



(G)



Each New Lender, by executing the relevant Transfer Certificate confirms, for the avoidance of doubt, that the Facility Agent has authority

to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance

with the Finance Documents on or prior to the date on which the transfer or assignment becomes effective in accordance with this

Agreement.



(H)



Any assignment or transfer of part of the Existing Lender’s rights and/or obligations must be a minimum of USD 5 million (or, if less, the

entire Commitment of the Existing Lender) and must not result in the Existing Lender retaining less than USD 5 million, unless the

assignment or transfer is made at a time when an Event of Default is continuing.



Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of



USD 2,500.

21.5



Limitation of responsibility of Existing Lenders

(A)



Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New

Lender for:

73



(i)



the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;



(ii)



the financial condition of any Obligor;



(iii)



the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or



(iv)



the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other

document,



and any representations or warranties implied by law are excluded.



(B)



(C)



21.6



Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)



has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of

each Obligor and its related entities in connection with its participation in the Facility and has not relied exclusively on any

information provided to it by the Existing Lender in connection with any Finance Document; and



(ii)



will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any

amount is or may be outstanding under the Finance Documents or any Commitment is in force.



Nothing in any Finance Document obliges an Existing Lender to:

(i)



accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this

clause; or



(ii)



support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its

obligations under the Finance Documents or otherwise.



Procedure for transfer

(A)



Subject to the conditions set out in clause 21.3 ( Conditions of assignment and transfer or change in Facility Office ) a transfer is effected

in accordance with paragraph (B) below when the Facility Agent executes an otherwise duly completed Transfer Certificate and Lender

Accession Notice delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable

after receipt by it of a duly completed Transfer Certificate and Lender Accession Notice appearing on its face to comply with the terms of

this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and Lender Accession Notice

on behalf of the other Finance Parties and the Obligors as well as itself, and notify the Company of the date of the transfer and name of the

New Lender. Each Finance Party

74



and each Obligor irrevocably authorises the Facility Agent to sign such a Transfer Certificate and Lender Accession Notice on its behalf.

(B)



On the Transfer Date:

(i)



to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the

Finance Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another

under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled

(being the “ Discharged Rights and Obligations ”);



(ii)



each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another

which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or

acquired the same in place of that Obligor and the Existing Lender;



(iii)



the Facility Agent, the New Lender and the other Finance Parties shall acquire the same rights and assume the same obligations

between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or

obligations acquired or assumed by it as a result of the transfer and to that extent such Finance Parties and the Existing Lender

shall each be released from further obligations to each other under the Finance Documents; and



(iv)



21.7



the New Lender shall become a Party as a “ Lender”.



Copy of Transfer Certificate and Lender Accession Notice to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate and Lender Accession Notice, send to the

Company a copy of that Transfer Certificate and Lender Accession Notice.



21.8



Disclosure of information

Any Lender, its officers and agents may disclose to any of its Affiliates (including its head office, representative and branch offices in any

jurisdiction) (each a “ Permitted Party ”) and:

(A)



to any person (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and

obligations under this Agreement (or any adviser on a need-to-know basis advising such person on any of the foregoing);



(B)



to a professional adviser or a service provider of the Permitted Parties on a need-to-know basis advising such person on the rights and

obligations under



75



the Finance Documents or to an auditor of any Permitted Party on a need-to-know basis;



(C)



with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction

under which payments are to be made by reference to, this Agreement or any Obligor (or any adviser of any of the foregoing on a need-toknow basis advising such person on the rights and obligations under the Finance Documents);



(D)



to any rating agency (provided only general terms are disclosed in relation to the rating of a portfolio of assets), insurer or insurance broker,

a direct or indirect provider of credit protection in respect of the Lender’s participation in the Facility only on a need-to know-basis;



(E)



to any court or tribunal or regulatory, supervisory, governmental or quasi-governmental authority with jurisdiction over the Permitted

Parties who requires disclosure of that information (where the Permitted Party has a legal obligation to provide that information or, if not, is

customarily obligated or required to comply with such requirement);



(F)



(G)



to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or



to any person who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any

transaction referred to in paragraph (A) or (C) above,



any information about any Obligor, the Group and the Finance Documents as that Lender shall consider appropriate if, in relation to paragraphs

(A) to (C) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking (unless such person is already

subject to professional confidentiality requirements which are no less stringent than those which are set out in a Confidentiality Undertaking) and

provided that it shall itself ensure that all such information is kept confidential and is protected with security measures and a degree of care that

would apply to its own confidential information.



21.9



Security over Lenders’ rights

In addition to the other rights provided to Lenders under this clause 21, each Lender may without consulting with or obtaining consent from any

Obligor, at any time charge, assign or otherwise create any Security Interest in or over (whether by way of collateral or otherwise) all or any of its

rights under any Finance Document to secure obligations of that Lender including, without limitation:

(A)



any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and



(B)



in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or

representatives of



76



holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security Interest shall:

(i)



release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge,

assignment or Security Interest for the Lender as a party to any of the Finance Documents; or



(ii)



require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than,

those required to be made or granted to the relevant Lender under the Finance Documents.



22.



CHANGES TO THE OBLIGORS



22.1



Assignments and transfers by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.



22.2



Additional Guarantor

(A)



Subject to compliance with the provisions of paragraphs (C) and (D) of clause 15.8 ( “Know your customer” and “customer due

diligence” requirements), the Borrower may request that any member of the Group becomes an Additional Guarantor. That Group

member shall become an Additional Guarantor if:

(i)



the Company delivers to the Facility Agent an Accession Letter duly completed and executed by that Additional Guarantor and the



Company; and

(ii)



(B)



the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 ( Conditions Precedent ) in

relation to that Additional Guarantor, each in form and substance satisfactory to the Facility Agent.



The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied (acting reasonably) that it has received (in

form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 ( Conditions Precedent ).



77



23.



ROLE OF THE FACILITY AGENT AND THE ARRANGER



23.1



Appointment of the Facility Agent



23.2



23.3



23.4



(A)



Each Finance Party (other than the Facility Agent) appoints the Facility Agent to act in that capacity under and in connection with the

Finance Documents.



(B)



Each other Finance Party authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to it

under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.



Duties of the Facility Agent

(A)



The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that

Party by any other Party.



(B)



Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy,

accuracy or completeness of any document it forwards to another Party.



(C)



If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance

described is a Default, it shall promptly notify the Finance Parties.



(D)



If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other

than to an Agent) under this Agreement, it shall promptly notify the other Finance Parties.



(E)



The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.



No fiduciary duties

(A)



Except as specifically provided in the Finance Documents, nothing in this Agreement constitutes the Facility Agent as a trustee or fiduciary

of any other person.



(B)



The Facility Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own

account.



Business with the Group

The Facility Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the

Group.



78



23.5



Rights and discretions of the Facility Agent

(A)



The Facility Agent may rely on:

(i)



(ii)



(B)



any statement made by a director, Authorised Signatory or employee of any person regarding any matters which may reasonably

be assumed to be within his knowledge or within his power to verify.



The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)



23.6



any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and



no Default has occurred (unless it has actual knowledge of a Default arising under clause 20.2 ( Non-payment ));



(ii)



any right, power, authority or discretion vested in any Party or the Lenders (or any consistent majority of Lenders) has not been

exercised; and



(iii)



any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and

knowledge of all the Obligors.



(C)



The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.



(D)



The Facility Agent may act in relation to the Finance Documents through its personnel and agents.



(E)



The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.



(F)



Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent is obliged to do or omit to do anything if

it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of

confidentiality.



Lenders’ instructions

(A)



Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion

vested in it as Facility Agent in accordance with any instructions given to it by the Lenders in accordance with this Agreement (or, if so

instructed, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or

omission) if it acts (or refrains from taking any action) in accordance with such instructions.



79



23.7



(B)



The Facility Agent may refrain from acting in accordance with instructions given to it by the Lenders in accordance with this Agreement

until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in

complying with the instructions.



(C)



In the absence of instructions in accordance with this Agreement the Facility Agent may act (or refrain from taking action) as it considers to

be in the best interest of the Lenders.



(D)



The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration

proceedings relating to any Finance Document.



Responsibility for documentation

The Facility Agent:



23.8



(A)



is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility

Agent, an Obligor or any other person given in or in connection with any Finance Document; or



(B)



is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement,

arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.



Exclusion of liability

(A)



Without limiting paragraph (B) below (and without prejudice to the provisions of paragraph (E) of clause 27.9 ( Disruption to Payment

Systems etc. ), the Facility Agent shall not be liable (including, without limitation, for negligence or any other category of liability

whatsoever) for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or

wilful misconduct.



(B)



No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of

any claim it might have against it or in respect of any act or omission of any kind by that officer, employee or agent in relation to any

Finance Document and any officer, employee or agent of the Facility Agent may rely on this clause.



(C)



The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the

Finance Documents to be paid by it if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the

regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

80



23.9



Lenders’ indemnity to the Facility Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total

Commitments immediately prior to their reduction to zero) indemnify the Facility Agent within three Business Days of demand, against any cost,

loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by it (otherwise than by reason of

the Facility Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to clause 27.9 ( Disruption to

Payment Systems etc. ) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not

including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has

been reimbursed by an Obligor pursuant to a Finance Document).



23.10



Resignation of the Facility Agent

(A)



The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving

notice to the other Finance Parties and the Company.



(B)



Alternatively, the Facility Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority

Lenders may appoint a successor Facility Agent.



(C)



If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (B) above within 30 days after notice of

resignation was given, the Facility Agent may (with the prior written consent of the Company) appoint a successor Facility Agent (acting

through an office in the United Kingdom).



(D)



The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide

such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under

the Finance Documents. This obligation shall not apply in the event the Facility Agent is required to resign pursuant to

paragraph (G) below.



(E)



The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.



(F)



Upon the appointment of a successor, a retiring Facility Agent shall be discharged from any further obligation in respect of the Finance

Documents but shall remain entitled to the benefit of this clause 23.10. Its successor and each of the other Parties shall have the same rights

and obligations amongst themselves as they would have had if such successor had been an original Party.



(G)



After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with

paragraph (B) above.



81



23.11



Replacement of Administrative parties

(A)



If:

(i)



in relation to the Facility Agent (or its holding company), clause 20.7 ( Insolvency ) or clause 20.8 ( Insolvency proceedings )

(disregarding paragraph (B) of that clause) applies or has occurred; or



(ii)



if the Facility Agent or any of its Affiliates repudiates its obligations under the Facility or (in its capacity as Lender) becomes a

Non-Funding Lender,



the Company shall be entitled to request that Majority Lenders appoint within 10 Business Days either a co-Facility Agent or a replacement

Facility Agent from one of their number or (subject to reasonable consultation with the Company), from outside the Lender group.



23.12



23.13



(B)



The Facility Agent to which either of the circumstances described in (A)(i) or (A)(ii) above applies (an “ Affected Facility Agent ”) shall

cease to be entitled to fees in respect of its role upon becoming an Affected Facility Agent.



(C)



The Affected Facility Agent shall provide all assistance and documentation reasonably required to the Company and the other Lenders to

enable the uninterrupted administration of the Facility. This shall include the provision to the Company on request and in any event, within

five Business Days, of an up to date list of participants in the Facility including names and contact details.



Confidentiality

(A)



In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division performing the role

which shall be treated as a separate entity from any other of its divisions or departments.



(B)



If information is received by another division or department of the Facility Agent, it may be treated as confidential to that division or

department and the Facility Agent shall not be deemed to have notice of it.



Facility Agent relationship with the Lenders

The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has

received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.



23.14



Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each

Lender confirms to the Facility Agent that it has been, and will continue to be, solely responsible for making its own



82



independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:



23.15



(A)



the financial condition, status and nature of the Guarantor and each member of the Group;



(B)



the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document

entered into, made or executed in anticipation of, under or in connection with any Finance Document;



(C)



whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in

connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and



(D)



the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, any Party or by any other person under or

in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or in connection with any Finance Document.



Deductions from amounts payable by Agents

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an

amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance

Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents, that Party

shall be regarded as having received any amounts so deducted.



24.



THE SECURITY AGENT



24.1



Trust

(A)



The Security Agent declares that it shall hold the Secured Property on trust for the Secured Parties on the terms contained in this Agreement.



(B)



Each of the Secured Parties to this Agreement agrees that the Security Agent shall have only those duties, obligations and responsibilities

expressly specified in this Agreement or in the Security Documents to which the Security Agent is expressed to be a party (and no others

shall be implied).

83



24.2



No independent power

The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any rights or

powers arising under the Security Documents except through the Security Agent.



24.3



Instructions to Security Agent and exercise of discretion

(A)



Subject to paragraphs (D) and (E) below, the Security Agent shall act in accordance with any instructions given to it by the Majority

Lenders or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as

Security Agent and shall be entitled to assume that (i) any instructions received by it from the Facility Agent or a group of Lenders are duly

given in accordance with the terms of the Finance Documents and (ii) unless it has received actual notice of revocation, that those

instructions or directions have not been revoked.



(B)



The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders as to whether, and

in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may

refrain from acting unless and until those instructions or clarification are received by it.



(C)



Any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties.



(D)



Paragraph (A) above shall not apply:

(i)



where a contrary indication appears in this Agreement;



(ii)



where this Agreement requires the Security Agent to act in a specified manner or to take a specified action;



(iii)



(E)



in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of

Security Agent for the Secured Parties.



In exercising any discretion to exercise a right, power or authority under this Agreement where either:

(i)



it has not received any instructions from the Majority Lenders as to the exercise of that discretion; or



(ii)



the exercise of that discretion is subject to paragraph (D)(iii) above,



the Security Agent shall do so having regard to the interests of all the Secured Parties.

84



24.4



Security Agent’s actions

Without prejudice to the provisions of clause 24.3 ( Instructions to Security Agent and exercise of discretion ), the Security Agent may (but shall not

be obliged to), in the absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance

Documents as it considers in its discretion to be appropriate.



24.5



Security Agent’s discretions

The Security Agent may:



24.6



(A)



assume (unless it has received actual notice to the contrary from the Facility Agent) that (i) no Default has occurred and no Obligor is in

breach of or in default of its obligations under any of the Finance Documents and (ii) any right, power, authority or discretion vested by

any Finance Document in any person has not been exercised;



(B)



engage, pay for and rely on the advice or services of any legal advisers, accountants, tax advisers, surveyors or other experts (whether

obtained by the Security Agent or by any other Secured Party) whose advice or services may at any time seem necessary, expedient or

desirable;



(C)



rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably be expected

to be within the knowledge of a Secured Party, any Lender or an Obligor, upon a certificate signed by or on behalf of that person; and



(D)



refrain from acting in accordance with the instructions of any Secured Party (including bringing any legal action or proceeding arising out

of or in connection with the Finance Documents) until it has received any indemnification and/or Security that it may in its discretion

require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur in so acting.



Security Agent’s obligations

The Security Agent shall promptly:

(A)



copy to the Facility Agent the contents of any notice or document received by it from any Obligor under any Finance Document; and



(B)



forward to a Secured Party the original or a copy of any document which is delivered to the Security Agent for that Secured Party by any

other Party provided that, except where a Finance Document expressly provides otherwise, the Security Agent is not obliged to review or

check the adequacy, accuracy or completeness of any document it forwards to another Party.



85



24.7



Excluded obligations



Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:



24.8



(A)



be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by an Obligor of its

obligations under any of the Finance Documents;



(B)



be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account;



(C)



be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other

information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; or



(D)



have or be deemed to have any relationship of trust or agency with any Obligor.



Exclusion of liability

None of the Security Agent, any Receiver nor any Delegate shall accept responsibility or be liable for:

(A)



the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Security Agent or any other person in

or in connection with any Finance Document or the transactions contemplated in the Finance Documents, or any other agreement,

arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;



(B)



the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Secured Property or any other agreement,

arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the

Secured Property;



(C)



any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance

Documents, the Secured Property or otherwise, whether in accordance with an instruction from the Facility Agent or otherwise unless

directly caused by its gross negligence or wilful misconduct;



(D)



the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any of the Finance

Documents, the Secured Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under

or in connection with, the Finance Documents or the Secured Property; or



(E)



any shortfall which arises on the enforcement or realisation of the Secured Property.



86



24.9



No proceedings



No Party (other than the Security Agent, that Receiver or that Delegate) may take any proceedings against any officer, employee or agent of the

Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any

act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Secured Property and any officer,

employee or agent of the Security Agent, a Receiver or a Delegate may rely on this clause subject to the provisions of the Third Parties Rights Act.



24.10



Own responsibility

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each

Secured Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal

and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(A)



the financial condition, status and nature of each Obligor;



(B)



the legality, validity, effectiveness, adequacy and enforceability of any Finance Document, the Secured Property and any other agreement,

arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the

Secured Property;



(C)



whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under

or in connection with any Finance Document, the Secured Property, the transactions contemplated by the Finance Documents or any other

agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or

the Secured Property;



(D)



the adequacy, accuracy and/or completeness of any information provided by the Security Agent or by any other person under or in

connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or

document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and



(E)



the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction

Security or the existence of any Security affecting the Charged Property,



and each Secured Party warrants to the Security Agent that it has not relied on and will not at any time rely on the Security Agent in respect of any of

these matters.



87



24.11



No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:



24.12



24.13



(A)



require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Charged

Property;



(B)



obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any

of the Finance Documents or the Transaction Security;



(C)



register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any

applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Finance Documents or of the Transaction

Security;



(D)



take, or to require any of the Obligors to take, any steps to perfect its title to any of the Charged Property or to render the Transaction

Security effective or to secure the creation of any ancillary Security under the laws of any jurisdiction; or



(E)



require any further assurances in relation to any of the Security Documents.



Insurance by Security Agent

(A)



The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any

insurance or to verify any obligation to arrange or maintain insurance contained in the Finance Documents. The Security Agent shall not be

responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any such insurance.



(B)



Where the Security Agent is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be

suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such

insurers or any other information of any kind, unless the Facility Agent shall have requested it to do so in writing and the Security Agent

shall have failed to do so within 14 days after receipt of that request.



Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the

Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created

under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by

reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the

proceedings or acts of any person.



88



24.14



Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors may

have to any of the Charged Property and shall not be liable for or bound to require any Obligor or Group Company to remedy any defect in its right

or title.



24.15



Refrain from illegality

Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which

in its opinion will or may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security Agent may do anything which

is, in its opinion, necessary to comply with any such law, directive or regulation.



24.16



Business with the Obligors

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with any of the

Obligors.



24.17



Winding up of trust

If the Security Agent, with the approval of the Facility Agent, determines that (a) all of the Liabilities and all other obligations secured by the Security

Documents have been fully and finally discharged and (b) none of the Secured Parties is under any commitment, obligation or liability (actual or

contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance Documents:



24.18



(A)



the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the

Transaction Security and the rights of the Security Agent under each of the Security Documents; and



(B)



any Retiring Security Agent shall release, without recourse or warranty, all of its rights under each of the Security Documents.



Perpetuity period

The perpetuity period under the rule against perpetuities, if applicable to this Agreement, shall be the period of 125 years from the date of this

Agreement.



24.19



Powers supplemental

The rights, powers and discretions conferred upon the Security Agent by this Agreement shall be supplemental to the Trustee Act 1925 and the

Trustee Act 2000 and in addition to any which may be vested in the Security Agent by general law or otherwise.



89



24.20



24.21



Trustee division separate

(A)



In acting as trustee for the Secured Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated

as a separate entity from any of its other divisions or departments.



(B)



If information is received by another division or department of the Security Agent, it may be treated as confidential to that division or

department and the Security Agent shall not be deemed to have notice of it.



Disapplication

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there

are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement

shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall

constitute a restriction or exclusion for the purposes of that Act.



24.22



Obligors: Power of Attorney

Each Obligor by way of security for its obligations under this Agreement irrevocably appoints the Security Agent to be its attorney to do anything

which that Obligor has authorised the Security Agent or any other Party to do under this Agreement or is itself required to do under this Agreement but

has failed to do (and the Security Agent may delegate that power on such terms as it sees fit).



25.



CHANGE OF SECURITY AGENT AND DELEGATION



25.1



Resignation of the Security Agent

(A)



The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Company and the Lenders.



(B)



Alternatively the Security Agent may resign by giving notice to the other Lenders in which case the Majority Lenders may appoint a

successor Security Agent.



(C)



If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (B) above within 30 days after the

notice of resignation was given, the Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent.



(D)



The retiring Security Agent (the “ Retiring Security Agent ”) shall, at its own cost, make available to the successor Security Agent such

documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing

its functions as Security Agent under the Finance Documents.



(E)



The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the

Secured Property to that successor.



90



25.2



25.3



(F)



Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Finance

Documents (other than its obligations under paragraph 24.17(B) ( Winding up of trust) and under paragraph (D) above) but shall, in respect

of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of clause 24 ( The Security Agent ), clause 30.1

(Obligors’ indemnity ) and clause 30.3 (Lenders’ indemnity ). Its successor and each of the other Parties shall have the same rights and

obligations amongst themselves as they would have had if that successor had been an original Party.



(G)



The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (B) above. In this event, the

Security Agent shall resign in accordance with paragraph (B) above but the cost referred to in paragraph (D) above shall be for the account

of the Company.



Delegation

(A)



Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for

any period, all or any of the rights, powers and discretions vested in it by any of the Finance Documents.



(B)



That delegation may be made upon any terms and conditions (including the power to sub-delegate) and subject to any restrictions that the

Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties and

it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of

any such delegate or sub-delegate.



Additional Security Agents

(A)



The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with

it (i) if it considers that appointment to be in the interests of the Secured Parties or (ii) for the purposes of conforming to any legal

requirements, restrictions or conditions which the Security Agent deems to be relevant or (iii) for obtaining or enforcing any judgment in any

jurisdiction, and the Security Agent shall give prior notice to the Company and the Facility Agent of that appointment.



(B)



Any person so appointed shall have the rights, powers and discretions (not exceeding those conferred on the Security Agent by this

Agreement) and the duties and obligations that are conferred or imposed by the instrument of appointment.



(C)



The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred

by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and

expenses incurred by the Security Agent.



91



PART 10

ADMINISTRATION, COSTS AND EXPENSES



26.



BANK ACCOUNTS



26.1



LC Cash Collateral Accounts

The borrower shall establish and maintain the LC Cash Collateral Accounts with the Account Bank.



27.



PAYMENT MECHANICS



27.1



Payments to the Facility Agent



27.2



(A)



On any date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make

the same available to the Facility Agent in US Dollars (unless a contrary indication appears in a Finance Document) for value on the due

date at the time specified by the Facility Agent as being customary at the time for settlement of transactions in the place of payment.



(B)



Payment shall be made to such account in London (or, as the case may be, Paris or New York) as the Facility Agent specifies.



Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall be made available by the Facility Agent as soon as

practicable after receipt to the Party entitled to receive payment (in the case of a Lender, for the account of its Facility Office), to such account as that

Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank in London (or, as the case may be, Paris or New



York).



27.3



Clawback

(A)



Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that

sum to that other Party (or enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has

actually received that sum.



(B)



If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that

amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on

demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the

Facility Agent, calculated by the Facility Agent to reflect its cost of funds.



92



27.4



Partial payments

(A)



27.5



If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to

discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment

towards the obligations of that Obligor under the Finance Documents in the following order:

(i)



first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent under the Finance Documents;



(ii)



secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;



(iii)



thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and



(iv)



fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.



(B)



The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (A)(ii) to (iv) above.



(C)



Paragraphs (A) and (B) above will override any appropriation made by an Obligor.



No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction

for) set-off or counterclaim.



27.6



27.7



Business Days

(A)



Subject to paragraph (C) below, any payment which is due to be made on a day that is not a Business Day shall be made on the next

Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).



(B)



During any extension of the due date for payment of any Unpaid Sum under the Finance Documents, interest is payable on the Unpaid

Sum at the rate payable on the original due date.



(C)



Notwithstanding paragraph (A) above, a payment due on the Termination Date shall be made on the Termination Date.



Currency of account



The default currency for any sum due from an Obligor under any Finance Document is the US Dollar.



93



27.8



Change of currency

(A)



(B)



27.9



Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any

country as the lawful currency of that country, then:

(i)



any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that

country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent acting

reasonably (after consultation with the Company); and



(ii)



any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central

bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting

reasonably).



If a change in any currency of a country occurs, the Parties will enter negotiations in good faith with a view to agreeing any amendments

which may be necessary to this Agreement to comply with any generally accepted conventions and market practice in the London interbank

market and otherwise to reflect the change in currency.



Disruption to Payment Systems etc.

If the Facility Agent determines (acting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by the Company that a

Disruption Event has occurred:

(A)



the Facility Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the

Company such changes to the operation or administration of the Facility (including, without limitation, changes to the timing and

mechanics of payments due under the Finance Documents) as the Facility Agent may deem necessary in the circumstances;



(B)



the Facility Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (A) above if, in its

reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;



(C)



the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) above but shall not be obliged

to do so if, in its opinion, it is not practicable to do so in the circumstances;



(D)



any such changes agreed upon by the Facility Agent and the Company shall (whether or not it is finally determined that a Disruption Event

has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents,

notwithstanding the provisions of clause 36 ( Amendments and Waivers);



94



28.



(E)



the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross

negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a

result of its taking, or failing to take, any actions pursuant to or in connection with this clause; and



(F)



the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.



SET-OFF

Without prejudice to the rights of the Finance Parties at law, at any time after an Event of Default has occurred which is continuing, a Finance Party

(other than a Non-Funding Lender) may, on giving notice to the Obligor, set off any matured obligation due from an Obligor under the Finance

Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor,

regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party

may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.



29.



COSTS AND EXPENSES



29.1



Transaction expenses

The Company shall, within 15 Business Days of written demand, pay the Facility Agent the amount of all costs and expenses (including legal fees)

reasonably incurred by any of them in connection with the negotiation, preparation, printing, and execution of:



29.2



(A)



this Agreement and any other documents referred to in this Agreement; and



(B)



any other Finance Documents executed after the date of this Agreement.



Amendment costs

If:



(A)



an Obligor requests an amendment, waiver or consent; or



(B)



an amendment is required pursuant to clause 27.8 ( Change of currency),



the Company shall, within 15 Business Days of written demand, reimburse the Facility Agent for the amount of all costs and expenses (including

legal fees) reasonably incurred by the Facility Agent in responding to, evaluating, negotiating or complying with that request or requirement.



95



29.3



Enforcement costs



The Company shall, within five Business Days of written demand, pay to each Finance Party the amount of all costs and expenses (including legal

fees) incurred by that Finance Party in connection with the enforcement or attempted enforcement of, or the preservation of any rights under, any

Finance Document.



30.



INDEMNITIES



30.1



Obligors’ indemnity

Each Obligor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (together with any

applicable VAT) incurred by any of them:

(A)



(B)



30.2



in relation to or as a result of:

(i)



any failure by the Company to comply with obligations under clause 29 ( Costs and Expenses );



(ii)



the taking, holding, protection or enforcement of the Transaction Security;



(iii)



the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Receiver and each Delegate

by the Finance Documents or by law; or



(iv)



any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

or



which otherwise relates to any of the Secured Property or the performance of the terms of this Agreement (otherwise than as a result of its

gross negligence or wilful misconduct).



Priority of indemnity

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged

Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in clause 30.1 ( Obligors’ indemnity ) and shall have a

lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.



30.3



Lenders’ indemnity

Each Lender shall (in the proportion that the Liabilities due to it bears to the aggregate of the Liabilities due to all the Lenders for the time being (or, if

the Liabilities due to each of those Lenders is zero, immediately prior to their being reduced to zero)), indemnify the Security Agent and every Receiver

and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by



96



reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct in acting as Security Agent, Receiver or Delegate

under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document)

and the Obligors shall jointly and severally indemnify each Lender against any payment made by it under this

30.



31.



NOTICES



31.1



Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be

made by fax or letter or, as appropriate, electronic mail.



31.2



Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any

communication or document to be made or delivered under or in connection with the Finance Documents is:

(A)



(B)



in the case of the Obligors, that identified with its name below;

in the case of each Lender or any other Obligor, that notified in writing to the Facility Agent on or prior to the date on which it becomes a



Party; and

(C)



in the case of the Facility Agent, that identified with its name below,



or any substitute address or fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the

other Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.

Contact details of the Original Borrower



P.O. Box 32322

4th Floor, Century Yard

Cricket Square

Elgin Avenue

George Town

Grand Cayman

KY1-1209

Cayman Islands



c/o Kosmos Energy LLC

8176 Park Lane

Suite 500

Dallas

Texas 75231



Fax: (345) 946 4090



Fax: +1 214 445 9705



Attention: Andrew Johnson



Attention: General Counsel



USA



97



Contact details of the Guarantor



c/o Kosmos Energy LLC

8176 Park Lane

Suite 500

Dallas

Texas 75231



Clarendon House

2 Church Street

Hamilton

HM11

Bermuda



USA

Fax: (345) 946 4090



Fax: +1 214 445 9705



Attention: Andrew Johnson



Attention: General Counsel



Contact details of the Facility Agent



SG House

41 Tower Hill

London

EC3N 4SG



Fax:



+44 207676 6661



Attention:



Mirela Kubicka and Muzaffar Khalmirzaev



Contact details of the Security Agent



SG House

41 Tower Hill

London

EC3N 4SG



Fax:



+44 207676 6661



Attention:



Mirela Kubicka and Muzaffar Khalmirzaev



Contact details of the Account Bank



SG House

41 Tower Hill

London

EC3N 4SG



Fax:



+44 207676 6661



Email:



Mirela.kubicka@sgcib.com;

Muzaffar.Khalmirzaev@sgcib.com; and

par-oper-tsu-mm@sgcib.com



98



Mirela Kubicka and Muzaffar Khalmirzaev



Attention:



31.3



Delivery

(A)



Subject to clause 31.5 ( Electronic communication ), any communication or document made or delivered by one person to another under or

in connection with the Finance Documents will only be effective:

(i)



(ii)



if by way of fax, when received in legible form; or



if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post with

postage prepaid in an envelope addressed to it at that address;



and, if a particular department or officer is specified as part of its address details provided under clause 31.2 ( Addresses), if addressed to

that department or officer.



31.4



(B)



Any communication or document to be made or delivered to the Facility Agent will be effective only when actually received by the Facility

Agent and then only if it is expressly marked for the attention of the department or officer identified with the Facility Agent’s signature below

(or any substitute department or officer as the Facility Agent shall specify for this purpose).



(C)



All notices from or to an Obligor shall be sent through the Facility Agent.



(D)



Any communication or document made or delivered to the Company in accordance with this clause will be deemed to have been made or

delivered to each of the Obligors.



Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to clause 31.2 ( Addresses) or

changing its own address or fax number, the Facility Agent shall notify the other Parties.



31.5



Electronic communication

(A)



Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made

by electronic mail or other electronic means, if the Facility Agent and the relevant Lender:

(i)



agree that, unless and until notified to the contrary, this is to be an accepted form of communication;



99



(ii)



notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt

of information by that means; and



notify each other of any change to their address or any other such information supplied by them.



(iii)



(B)



31.6



Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form

and in the case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the

Facility Agent shall specify for this purpose.



English language

(A)



Any notice given under or in connection with any Finance Document must be in English.



(B)



All other documents provided under or in connection with any Finance Document must be:

(i)



(ii)



(C)



in English; or

if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the

English translation will prevail unless the document is a constitutional, statutory or other official document.



The Security Agent and/or receiving party shall be entitled to assume the accuracy of and rely upon any English translation of any

document provided pursuant to this clause 31.6 and the English translation shall prevail unless the document is a statutory or other official

document. Translation costs are for the account of the Obligors.



32.



CALCULATIONS AND CERTIFICATES



32.1



Accounts



In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a

Finance Party are prima facie evidence of the matters to which they relate.



32.2



Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest or proven error,

prima facie evidence of the matters to which it relates.

100



32.3



Day count convention



Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number

of days elapsed and a year of 360 days.



33.



DISCLOSURE TO NUMBERING SERVICE PROVIDERS

(A)



Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide

identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i)



names of Obligors;



(ii)



country of domicile of Obligors;



(iii)



place of incorporation of Obligors;



(iv)



date of this Agreement;



(v)



the name of the Facility Agent;



(vi)



date of each amendment and restatement of this Agreement;



(vii)



amount of Total Commitments;



(viii)



currencies of the Facility;



(ix)



type of Facility;



(x)



ranking of Facility;



(xi)



Termination Date for the Facility;



(xii)



changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and



(xiii)



such other information agreed between such Finance Party and the Company,



to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(B)



The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by

a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance

with the standard terms and conditions of that numbering service provider.



101



34.



(C)



The Company represents that none of the information set out in paragraphs (i) to (xiii) of paragraph (A) above is, nor will at any time be,

unpublished price-sensitive information.



(D)



The Facility Agent shall notify the Company and the other Finance Parties of:

(i)



the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one

or more Obligors; and



(ii)



the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such

numbering service provider.



PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any

jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision

under the law of any other jurisdiction will in any way be affected or impaired.



35.



REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate

as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or

remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.



36.



AMENDMENTS AND WAIVERS



36.1



Required consents



36.2



(A)



Subject to clause 36.2 ( Exceptions ) below, any term of the Finance Documents may be amended or waived only with the consent of the

Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.



(B)



The consent of the Security Agent shall be required in relation to any proposed amendment or waiver of clause 24 ( The Security Agent ),

clause 25 ( Change of Security Agent and Delegation ) or clause 30 ( Indemnities ).



(C)



The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause.



Exceptions

(A)



The following may not be effected without the consent of all the Lenders:



102



(i)



(ii)



36.3



amending the definition of “ Majority Lenders ”;



amending, varying or waiving clause 4 ( Finance Parties’ Rights and Obligations ) and/or any other term of any Finance

Document which relates to the rights and/or obligations of each Finance Party being several;



(iii)



varying the date for, or altering the amount or currency of, any payment to Lenders under the Finance Documents;



(iv)



extending the Commitment of a Lender (except in relation to clause 8.1 ( Illegality));



(v)



amending varying or waiving a term of any Finance Document which expressly requires the consent of all the Lenders;



(vi)



amending, varying or waiving this clause; or



(vii)



any release of Security Interests granted pursuant to any Security Document.



(B)



An amendment or waiver which relates to the rights or obligations of the Facility Agent may not be effected without the consent of the

Facility Agent.



(C)



If a Lender (i) becomes a Non-Funding Lender or (ii) does not accept or reject a request for an amendment, waiver, consent or approval

within 15 Business Days (or such longer period as the Company may specify) of such request being made, that Lender’s Commitment

shall not be included for the purposes of calculating Total Commitments under the Facility when ascertaining whether a certain percentage of

Total Commitments has been obtained to approve the amendment, waiver, consent or approval, provided that (other than in the case of

(i) above) no more than 25 per cent. of Lender votes (by Commitment) may be disregarded in such a way.



Exclusions



Subject to clause 36.2 ( Exceptions ), if a Lender does not accept or reject a request for an amendment or waiver within 10 Business Days of receipt of

such request (or such longer period as the Company and the Facility Agent may agree), or abstains from accepting or rejecting a request for an

amendment or waiver, or if the Lender is a Non-Funding Lender, its Commitments shall not be included for the purpose of calculating the Total

Commitments when ascertaining whether the consent of a Lender or Lenders whose Commitments aggregate more than the required percentage of the

Total Commitments has been obtained in respect of such request.



36.4



Disenfranchisement of Shareholder Affiliates

Notwithstanding any other provisions of this Agreement, for so long as a Shareholder Affiliate is a Lender and/or to the extent that a Shareholder

Affiliate beneficially owns a

103



Commitment or has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially

similar economic effect and such agreement or arrangement has not been terminated, such Shareholder Affiliate shall not be entitled to exercise any

rights to vote as Lender in respect of any matters requiring decision by the Lenders under the terms of this Agreement or any of the Finance

Documents. Each such Shareholder Affiliate acknowledges and agrees that:

(A)



in the event that a matter requires decision by one or more Lenders under this Agreement or any of the Finance Documents,

(i)



(ii)



37.



the Commitment of such Shareholder Affiliate and any associated participation of such Shareholder Affiliate in a Loan shall be

deemed to be zero; and

such Shareholder Affiliate shall be deemed not to be a Lender;



(B)



in relation to any meeting or conference call to which all or any number of Lenders are invited to attend or participate, it shall not attend or

participate in the same if so requested by the Facility Agent or, unless the Facility Agent otherwise agrees, be entitled to receive the agenda or

any minutes of the same; and



(C)



it shall not, unless the Facility Agent otherwise agrees, be entitled to receive any report or other document prepared at the behest of, or on the

instructions of, the Facility Agent or one or more of the Lenders.



COUNTERPARTS

(A)



This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until

each Party has executed at least one counterpart.



(B)



Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same

instrument.

104



PART 11

GOVERNING LAW AND ENFORCEMENT



38.



GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with

English law.



39.



JURISDICTION



39.1



Submission

The parties hereby irrevocably agree for the exclusive benefit of the Secured Parties that the courts of England shall have exclusive jurisdiction to

settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this

Agreement, or any non-contractual obligations arising out of or in connection with it) (a “ Dispute”).



39.2



Forum convenience



The parties hereby irrevocably agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly

irrevocably agree not to argue to the contrary.



39.3



Concurrent jurisdiction



This clause 39 is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a

Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of

jurisdictions.

40.



SERVICE OF PROCESS

(A)



Without prejudice to any other mode of service allowed under any relevant law, each of the Obligors:

(i)



irrevocably appoints Trusec Limited of 2 Lambs Passage, London, EC1Y 8BB (the “ Process Agent ”) as its agent for service of

process in relation to any Dispute before the English courts in connection with any Finance Document;



(ii)



irrevocably agrees that any Service Document may be sufficiently and effectively served on it in connection with any Dispute in

England and Wales by service on the Process Agent (or any replacement agent appointed pursuant to paragraph (B) of this

clause 40; and



(iii)



irrevocably agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings

concerned.



105



(B)



If the agent referred to in paragraph (A) of this clause 40 (or any replacement agent appointed pursuant to this paragraph (B)) at any time

ceases for any reason to act as such, as the case may be, each Obligor shall as soon as reasonably practicable appoint a replacement agent to

accept service having an address for service in England or Wales and shall notify the Facility Agent of the name and address of the

replacement agent. Failing such appointment and notification, the agent referred to in paragraph (A) of this clause 40 (or any replacement

agent appointed pursuant to this paragraph (B)) shall continue to be authorised to act as agent for service of process in relation to any

proceedings before the English courts on behalf of the relevant party and shall constitute good service.



(C)



Any document addressed in accordance with paragraph (A) of this clause 40 shall be deemed to have been duly served if:



(D)



(i)



left at the specified address, when it is left; or



(ii)



sent by first class post, two clear Business Days after posting.



For the purposes of this clause 40 ( Service of Process), “Service Document ” means a writ, summons, order, judgment or other document

relating to or in connection with any Dispute. Nothing contained herein shall affect the right to serve process in any other manner permitted

by law.



This Agreement has been entered into on the date stated at the beginning of this Agreement.



106



Schedule 1

The Original Lender



Original Lender



Commitment (USD)



Societe Generale, London Branch



100,000,000



107



Schedule 2

Conditions Precedent



Part I

Conditions Precedent to First Utilisation



1.



Provision of each of the following Finance Documents, duly executed by each of the parties to them:

(i)



this Agreement;



(ii)



the Charge.



2.



Provision of certified copies of each Obligor’s (excluding the Original Guarantor) constitutional documents and the director and shareholder corporate

resolutions authorising entry into and performance of the Finance Documents to which they are a party and certification as to solvency.



3.



Provision by each Obligor (excluding the Original Guarantor) of the specimen signatures of the persons authorised by each of the Obligor’s corporate

resolutions referred to at paragraph 2 above to execute the Finance Documents and all other documents and notices required in connection with such

Finance Documents.



4.



Receipt by the Facility Agent of appropriate legal opinions from Maples and Calder (Cayman Islands Counsel to the Original Borrower) in relation to

the Original Borrower and Conyers Dill & Pearman Limited in relation to the Original Guarantor (special Bermuda legal Counsel to the Original

Guarantor).



5.



The Charge entered into pursuant to condition precedent 1 above is perfected and fully valid.



6.



Provision of a certificate from the Borrower that all Required Approvals on the date of the proposed Utilisation have been obtained (including a

schedule of all such Required Approvals).



7.



Provision of such documentation and other evidence to the satisfaction by the Facility Agent and the Lenders of their respective “know your

customer” checks or similar identification procedures.



8.



Provision by the Original Borrower of a schedule detailing all Pre-existing Letters of Credit which it anticipates will be migrated to the Facility

(included at Schedule 10 ( Pre-existing Letters of Credit)).



9.



Provision by the Original Borrower of a duly signed and executed Fee Letter detailing the arrangement fee for the Facility.



10.



Evidence that all sums required to be deposited into the LC Cash Collateral Accounts pursuant to clause 6.14 (Cash Collateralisation) have been

deposited.



11.



Provision of a certificate from the Borrower that the Repeating Representations to be made by each Obligor are, in the light of the facts and

circumstances then existing, true



108



and correct in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects).



Part II

Conditions Precedent Required to be Delivered by an Additional Obligor



1.



Provision of an Accession Letter, duly executed by the Additional Obligor and the Borrower.



2.



Provision of certified copies of the Additional Obligor’s constitutional documents and certificates of incorporation (or equivalent).



3.



A copy of a resolution of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the

Accession Letter and the Finance Documents and resolving that one or more specified persons execute the Accession Letter and any other documents

and notices in connection with the Finance Documents.



4.



A specimen signature of each person authorised to execute the Accession Letter and any other documents and notices in connection with the Finance

Documents.



5.



A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total

Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.



6.



A certificate of an Authorised Signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 ( Conditions

Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.



7.



A copy of any Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection

with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance

Document.



8.



If available, the latest audited financial statements of the Additional Obligor.



9.



Receipt by the Facility Agent of any appropriate legal opinions.



10.



If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in

clause 40 ( Service of Process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.



11.



Evidence that all sums required to be deposited into the LC Cash Collateral Accounts pursuant to clause 6.14 (Cash Collateralisation) have been

deposited.



109



Schedule 3

Utilisation Request

From:



KOSMOS ENERGY CREDIT INTERNATIONAL (the “Borrower”)



To:



SOCIETE GENERALE, LONDON BRANCH (the “Facility Agent ”)



Dated:



Dear Sirs



KOSMOS ENERGY CREDIT INTERNATIONAL — Facility Agreement

dated [

] (the “Agreement”)



1.



We refer to the Agreement. This is a Utilisation Request in respect of a Utilisation under the Facility. Terms defined in the Agreement have the same

meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



2.



We wish for a Letter of Credit to be issued under the Facility in the form attached in the Schedule to this Utilisation Request and on the following

terms:

Proposed Utilisation Date:

Amount:

Currency:

Issued on behalf of:



3.



[

[

[

[



] (or, if that is not a Business Day, the next Business Day)

]

]

]



We hereby certify that:

(a)



no Default or Event of Default is continuing or will result from the proposed Letter of Credit being issued;



(b)



the making of the Utilisation would not result in the aggregate amount outstanding under the Facility exceeding the Total Commitment; and



(c)



the Repeating Representations are, in the light of the facts and circumstances existing on the date hereof, true and correct in all material

respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects).



110



5.



This Utilisation Request is irrevocable and is a Finance Document.



Yours faithfully



Authorised Signatory for

KOSMOS ENERGY CREDIT INTERNATIONAL



111



SCHEDULE

Form of Letter of Credit

[Attach form of Letter of Credit]



112



Schedule 4

Form of Transfer Certificate



To:



SOCIETE GENERALE, LONDON BRANCH as the “Facility Agent ”



From:



[the Existing Lender] (the “ Existing Lender ”) and [the New Lender] (the “ New Lender ”)



Dated:



Dear Sirs



KOSMOS ENERGY CREDIT INTERNATIONAL — Facility Agreement

dated [

] (the “Agreement”)



1.

2.



We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless

given a different meaning in this Transfer Certificate.

We refer to clause 21.6 (Procedure for transfer):

(a)



The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing

Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with clause 21.6 ( Procedure for transfer).



(b)



The proposed Transfer Date is [



(c)



].



The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 31.2

are set out in the Schedule.



(Addresses)



3.



The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (C) of clause 21.5 ( Limitation of



responsibility of Existing Lenders ).

4.



The New Lender confirms that it is a Qualifying Bank.



5.



The New Lender confirms that it has validly executed a Lender Accession Notice in the form set out at Schedule 7 ( Form of Lender Accession

Notice) to this Agreement.



6.



This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were

on a single copy of this Transfer Certificate.



7.



This Transfer Certificate is governed by English law.



113



THE SCHEDULE

Commitments/rights and obligations to be transferred

[Insert relevant details]



[Facility Office address, fax number and attention details for notices and account details for payments ]

[Existing Lender]



[New Lender]



By:



By:



This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [

Societe Generale, London Branch



By:

114



].



Schedule 5

Form of Compliance Certificate



To:



SOCIETE GENERALE, LONDON BRANCH (the “Facility Agent ”)



From:



KOSMOS ENERGY CREDIT INTERNATIONAL (the “Borrower”)



Dated:



Dear Sirs



KOSMOS ENERGY CREDIT INTERNATIONAL — Facility Agreement

dated [

] (the “Agreement”)



1.



We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate

unless given a different meaning in this Compliance Certificate.



2.



We confirm that the financial statements supplied to the Facility Agent pursuant to clause 17.8 ( Financial statements and other factual

information ) of the Agreement:

are certified by an Authorised Signatory of the Borrower as a true and correct copy; and



(A)



[give a true and fair view of] (1) / [fairly represent] (2) the financial condition of the Borrower for the period to the date on which those

financial statements were drawn up.



(B)



3.



We confirm that as at [

(A)



the debt cover ratio was [



(B)



the interest cover ratio was [



]; and

].



We set out below the calculations establishing the figures in paragraph 2 above:



4.



[

5.



], being the last occurring Calculation Date:



]

We confirm that as at [



], so far as we are aware having made diligent enquiries, no Default has occurred or is continuing. (3)



(1)



Insert if audited.



(2)



Insert if unaudited.



(3)



Note — If this statement cannot be made, the certificate should identify any Default that has occurred or is continuing and the action taken, or proposed

to be taken, to remedy it.



115



Yours faithfully



Authorised Signatory for

KOSMOS ENERGY CREDIT INTERNATIONAL



Authorised Signatory for

KOSMOS ENERGY CREDIT INTERNATIONAL



116



Schedule 6

Form of Confidentiality Undertaking



To:



[Purchaser’s details]



Re:



KOSMOS ENERGY CREDIT INTERNATIONAL (the “Company ”) and its up to USD 150 million revolving letter of credit facility dated [

2013 (the “ Facility”)



]



[insert date ]

Dear Sirs

We understand that you are considering participating in the Facility. In consideration of us agreeing to make available to you certain information, by your

signature of a copy of this letter you agree as follows:



1.



Confidentiality Undertaking: You undertake:

(A)



to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure

that the Confidential Information is protected with security measures with a degree of care not less than that which you would apply to your

own confidential information;



(B)



to keep confidential and not disclose to anyone except as provided for by paragraph 2 below the fact that the Confidential Information has

been made available or that discussions or negotiations are taking place or have taken place between us;



(C)



to use the Confidential Information only for the Permitted Purpose;



(D)



to ensure that any person to whom you pass any Confidential Information in accordance with paragraph 2 (unless disclosed under

paragraph 2(B) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it; and



(E)



not to make enquiries in relation to the Confidential Information of any other person, whether a third party or any member of the Group or

any of their officers, directors, employees or professional advisers, save for such officers, directors, employees or professional advisers as

may be expressly nominated by us for this purpose, provided that this paragraph shall not prevent or restrict you from conducting and

completing all necessary and appropriate due diligence in accordance with your normal credit and underwriting approval processes and as

required to be performed in order to obtain any requisite credit or underwriting approvals in relation to your possible participation in the

Facility.



117



2.



Permitted Disclosure: We agree that you may disclose Confidential Information:

(A)



(B)



(C)



to members of the Participant Group and their officers, directors, employees, consultants and professional advisers but only to the extent

necessary for the proper fulfilment of the Permitted Purpose, provided that:

(i)



such information is disclosed strictly on a need-to-know basis and provided that the Confidential Information may not be

disclosed to any person in the Participant Group who is not working directly on matters concerning your participation in the

Facility; and



(ii)



appropriate information barriers or other procedures as may be necessary are in place to ensure there can be no unauthorised

disclosure of, or access to, the Confidential Information to any such person referred to in subparagraph (i) above;



(i) where required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body,

(ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Participant Group are

listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Participant

Group; or

with our prior written consent.



3.



Notification of Required or Unauthorised Disclosure: You agree (to the extent permitted by law) to inform us of the full circumstances of any

disclosure under paragraph 2(B) (in advance where reasonable and practicable) or immediately upon becoming aware that Confidential Information

has been disclosed in breach of this letter.



4.



Return of Copies: If we so request in writing, you shall return all Confidential Information supplied to you by us or any member of the Group and

destroy or permanently erase all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom

you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in

each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation

or by any competent judicial, governmental, supervisory or regulatory body, or where the Confidential Information has been disclosed in accordance

with paragraph 2(B) above.



5.



Continuing Obligations: The obligations in the preceding paragraphs of this letter are continuing and, in particular, shall survive the termination

of any discussions or negotiations between you and us, irrespective of their outcome. Notwithstanding the previous sentence, the obligations in this

letter shall cease 12 months after you have returned all Confidential Information and destroyed or permanently erased all copies of Confidential

Information made by you to the extent required pursuant to paragraph 4 above.



118



6.



No Representation; Consequences of Breach, etc: You acknowledge and agree that:

(A)



neither we nor any of our officers, employees or advisers, and no other member of the Group and none of the officers, employees or

advisers of any member of the Group (each a “ Relevant Person ”), (i) make any representation or warranty, express or implied, as to, or

assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information

supplied by us or any member of the Group or the assumptions on which it is based or (ii) shall be under any obligation to update or

correct any inaccuracy in the Confidential Information or any other information supplied by us or any other member of the Group or be

otherwise liable to you or any other person in respect of the Confidential Information or any such information; and



(B)



we and other members of the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an

adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the

provisions of this letter by you or any other person.



7.



Inside Information: You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of

such information may be regulated or prohibited by applicable legislation relating to insider dealing and you undertake not to use any Confidential

Information for any unlawful purpose. As a result of being given the Confidential Information you may well become insiders and, therefore, be

unable to take certain actions which you would otherwise be able to take.



8.



No Waiver; Amendments, etc: This letter shall not affect any other obligation owed by you to any member of the Group. No failure or delay in

exercising any right, power or privilege under this letter will operate as a waiver thereof nor will any single or partial exercise of any right, power or

privilege preclude any further exercise thereof or the exercise of any other right, power or privileges under this letter. The terms of this letter and your

obligations under this letter may only be amended or modified by written agreement between us and you.



9.



Nature of Undertakings: The undertakings and acknowledgements given by you under this letter are given to us and (without implying any

fiduciary obligations on our part) are also given for the benefit of each other member of the Group.



10.



Third party rights:

(A)



Each other member of the Group and each Relevant Person (each a “ Third Party ”) may enforce the terms of this letter by virtue of the

Contracts (Rights of Third Parties) Act 1999 (the “ Third Parties Act ”). This paragraph 10(A) confers a benefit on each Third Party, and,

subject to the remaining provisions of this paragraph 10, is intended to be enforceable by each Third Party by virtue of the Third Parties

Act.



119



(B)



Subject to paragraph 10(A), a person who is not a party to this letter has no right under the Third Parties Act to enforce or enjoy the benefit

of any term of this letter.



(C)



Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any person to rescind or vary this letter

at any time.



11.



Counterparts: This letter may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective

until each party has executed at least one counterpart. Each counterpart shall constitute an original of this letter, but all the counterparts shall together

constitute one and the same instrument.



12.



Governing Law and Jurisdiction: Any matter, claim or dispute, whether contractual or non-contractual, arising out of or in connection with this

letter (including the agreement constituted by your acknowledgement of its terms), is to be governed by and determined in accordance with English

law, and the parties submit to the non-exclusive jurisdiction of the English courts.



13.



Definitions and Construction: In this letter (including the acknowledgement set out below):

“Confidential Information ” means any and all information relating to the Company, the Group and the Facility, provided to you by us or any

member of the Group or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file

or any other way of representing or recording information which contains or is derived or copied from such information and information regarding all

discussions and negotiations between us (including information regarding the outcome of such discussions or negotiations), but excludes information

that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the

information is disclosed to you by us or any member of the Group or any of our affiliates or advisers or is lawfully obtained by you after that date,

other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of,

and is not otherwise subject to, any obligation of confidentiality;

“Group” means, in respect of a person, that person and that person’s Holding Companies and each of their respective Subsidiaries;

“Holding Company ” means, in relation to a company, any other company in respect of which it is a Subsidiary;

“Participant Group ” means you and each of your Holding Companies and Subsidiaries;

“Permitted Purpose ” means considering and evaluating whether to enter into contracts with us in relation to your participation in the Facility; and

“Subsidiary ” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.



120



Please acknowledge your agreement to the above by signing and returning the enclosed copy.



Yours faithfully



For and on behalf of [Seller’s details]



To:



[Seller’s details]



We acknowledge and agree to the above:



For and on behalf of [Purchaser’s details]



121



Schedule 7

Form of Lender Accession Notice



To:



SOCIETE GENERALE, LONDON BRANCH as Facility Agent



From:



[New Lender / Additional Lender]



Dated:



Dear Sirs

Kosmos Energy Credit International - Facility Agreement

dated [

] 2013 (the “Facility Agreement”)



1.

2.



We refer to the Facility Agreement. This is a Lender Accession Notice. Terms defined in the Facility Agreement have the same meaning in this

Lender Accession Notice unless given a different meaning in this Lender Accession Notice.

[New Lender / Additional Lender] agrees:



to be bound by the terms of the Finance Documents as a Lender pursuant to clause [21.6 ( Procedure for transfer)] [3.2 (Additional



(a)



Commitments )] of the Facility Agreement.

[



].



3.



[New Lender’s / Additional Lender’s] Commitment is USD



4.



[New Lender’s / Additional Lender’s] administrative details are as follows:



[



Account details:



5.



]



Facility Office address:



[



]



Telephone no.:



[



]



Fax no.:



[



]



Attention:



[



]



This Lender Accession Notice may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts

were on a single copy of this Lender Accession Notice.



6.



This Lender Accession Notice is governed by English law.



7.



This Lender Accession Notice has been delivered as a deed on the date stated at the beginning of this Lender Accession Notice.



122



[New Lender / Additional Lender]



By:

This Lender Accession Notice is accepted by the Facility Agent and the [Transfer Date / Additional Commitment Date] is confirmed as [

Societe Generale, London Branch



By:

123



].



Schedule 8

Form of Letter of Credit



To:



[Beneficiary] (the “ Beneficiary ”)



Date:



Irrevocable Standby Letter of Credit no. [



]



At the request and for the account of [

], [LC Issuing Bank] (the “ LC Issuing Bank ”) hereby establishes in your favour this irrevocable

standby letter of credit (“ Letter of Credit”) not exceeding the Total L/C Amount on the following terms and conditions:



1.



Definitions

In this Letter of Credit:



“Business Day ” means a day (other than a Saturday or a Sunday) on which banks are open for general business in London.

“Demand ” means a demand for a payment under this Letter of Credit in the form of the schedule to this Letter of Credit.

“Expiry Date ” means [



].



“Restricted Entity ” means any director, officer, employee, agent or representative of it or any of its subsidiaries is an individual or entity (

“Person”) currently the subject of any Sanctions administered or enforced by the United States Government, including, without limitation, the U.S.

Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or

other relevant sanctions authority (collectively, “ Sanctions ”), nor is it or any of its subsidiaries located, organised or resident in a country or territory

that is the subject of Sanctions.

“Total L/C Amount” means an aggregate amount not to exceed (USD [ ·] [insert amount in words ] only).



2.



LC Issuing Bank’s agreement

(A)



The Beneficiary may request a drawing or drawings under this Letter of Credit by giving to the LC Issuing Bank a duly completed

Demand. A Demand must be received by the LC Issuing Bank by [

] p.m. (London time) on the Expiry Date. Multiple drawings are

permitted.



(B)



Subject to the terms of this Letter of Credit, the LC Issuing Bank unconditionally and irrevocably undertakes to the Beneficiary that,

within [10] Business Days of receipt by it of a Demand, it shall pay to the Beneficiary the amount demanded in that Demand.

124



The LC Issuing Bank will not be obliged to make a payment under this Letter of Credit if as a result the aggregate of all payments made by

it under this Letter of Credit would exceed the Total L/C Amount.



(C)



3.



Expiry

(A)



The LC Issuing Bank will be released from its obligations under this Letter of Credit on the date (if any) notified by the Beneficiary to the

LC Issuing Bank as the date upon which the obligations of the LC Issuing Bank under this Letter of Credit are released.



(B)



Unless previously released under paragraph (A) above, on [

] p.m. ([London] time) on the Expiry Date the obligations of the

LC Issuing Bank under this Letter of Credit will cease with no further liability on the part of the LC Issuing Bank except for any Demand

validly presented under the Letter of Credit that remains unpaid.



(C)



The cancellation/release of this Letter of Credit can be indicated by return of the original to the LC Issuing Bank or by way of a formal

release letter issued by the Beneficiary. In any case it will be rendered null and void after the Expiry Date whether or not it is returned to the



LC Issuing Bank.

[The Letter of Credit shall be deemed to be automatically extended from year to year, without amendment, for successive periods of one

year each from the present or any future Expiry Date hereof unless, not less than 90 days prior to the present or any future Expiry Date, the

LC Issuing Bank shall notify the Beneficiary (at the address set out above or such other address as the Beneficiary may advise the Bank

by notice in writing to the address set out above) in writing by courier that the LC Issuing Bank elects not to consider this Letter of Credit

renewed for any such additional period. Upon receipt by the Beneficiary of such notice, the Beneficiary may draw the Total L/C Amount

by means of a Demand accompanied by the original of this Letter of Credit.]



(D)



4.



Payments

All payments under this Letter of Credit shall be made in [

Demand.



5.



] and for value on the due date to the account of the Beneficiary specified in the



Delivery of demand

Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, sent by registered mail or by courier on your letterhead, with

the blanks appropriately completed, purportedly signed by your authorised officers bearing original handwritten signatures and must be received in

legible form by the LC Issuing Bank at its address and by the particular department or officer (if any) as follows:



[



]

125



6.



Assignment

The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.



7.



Amendment

The Letter of Credit may be amended only by written instrument signed by the LC Issuing Bank and the Beneficiary.



8.



ISP 98



Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International Standby

Practices (ISP 98), International Chamber of Commerce Publication No. 590.



9.



Restricted Entity

For the avoidance of doubt, the LC issuing bank shall be under no obligation to make any payment or pay any compensation to a Restricted Entity.



9.



Governing law

This Letter of Credit is governed by [English law].



10.



Jurisdiction



The courts of [England] have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit.



Yours faithfully



[LC Issuing Bank]

By:



126



SCHEDULE

FORM OF DEMAND



[LC Issuing Bank ]



To:

Date:



Dear Sirs



Standby Letter of Credit no. [



] issued in favour of [BENEFICIARY] (the “Letter of Credit”)



We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used in this Demand.



1.



We certify that the sum of [

] is due [and has remained unpaid for at least [

agreement]]. We therefore demand payment of the sum of [

].



2.



The amount specified in paragraph 1 is not in excess of the Total L/C Amount.



3.



Payment should be made to the following account:



] Business Days] [under [set out underlying contract or



Name:



Account number:



Bank:

4.



The date of this Demand is not later than the Expiry Date.



Yours faithfully



(Authorised Signatory)



(Authorised Signatory)



For



[BENEFICIARY]



127



Schedule 9

Form of Renewal or Extension Request

From:



KOSMOS ENERGY CREDIT INTERNATIONAL (the “Borrower”)



To:



SOCIETE GENERALE, LONDON BRANCH (the “Facility Agent ”)



Dated:



Dear Sirs



KOSMOS ENERGY CREDIT INTERNATIONAL - Facility Agreement

dated [

] (the “Agreement”)



1.

2.



We refer to the Agreement. This is a Renewal or Extension Request in respect of a Letter of Credit under the Facility. Terms defined in the Agreement

have the same meaning in this Renewal or Extension Request unless given a different meaning in this Renewal or Extension Request.



We wish for a Letter of Credit to be issued under the Facility on the following terms:



Current Beneficiary:

Current expiry date:

Current amount:

Letter of Credit number:

Proposed expiry date:

Proposed Amount:

Proposed Currency:

To be issued on behalf of:

3.



[

[

[

[

[

[

[

[



]

]

]

]

] (or, if that is not a Business Day, the next Business Day)

] or, if less, the Total Available Commitment

]

]



We hereby certify that:

(a)



no Event of Default is continuing or will result from the proposed Letter of Credit being issued;



(b)



the making of the Utilisation would not result in the aggregate principal amount outstanding under the Facility exceeding the Total

Commitments; and



(c)



the Repeating Representations are, in the light of the facts and circumstances existing on the date hereof, true and correct in all material

respects (or, in the



128



case of a Repeating Representation that contains a materiality concept, true and correct in all respects).



5.



This Renewal or Extension Request is irrevocable and is a Finance Document.



Yours faithfully



Authorised Signatory for

KOSMOS ENERGY CREDIT INTERNATIONAL



129



Schedule 10

Pre-existing Letters of Credit



Issuing

Bank



Beneficiary



Amount

and

Currency



Expiry

Date



Reference/

Details



Entity

originally

issued on

behalf of



Entity

issued on

behalf of

going

forward



Societe



A Monsieur le Ministre

Generale,

charge des

London Branch Hydrocarbures Bruts,

Republique Islamique

de Mauritainie



USD 9,000,000 15/12/2016



Block C8



Kosmos Energy

Mauritania



Kosmos Energy

Mauritania



Societe



A Monsieur le Ministre

Generale,

charge des

London Branch Hydrocarbures Bruts,

Republique Islamique

de Mauritainie



USD 9,000,000 15/12/2016



Block C12



Kosmos Energy

Mauritania



Kosmos Energy

Mauritania



A Monsieur le Ministre

Generale,

charge des

London Branch Hydrocarbures Bruts,

Republique Islamique

de Mauritainie



USD 9,000,000 15/12/2016



Block C13



Kosmos Energy

Mauritania



Kosmos Energy

Mauritania



Societe



130



Schedule 11

Details of the LC Cash Collateral Accounts



Name:



Kosmos Energy Credit International



Number:



10172726661



Name:



Kosmos Energy Credit International



Number:



10272726661



Name:



Kosmos Energy Credit International



Number:



10372726661



Name:



Kosmos Energy Credit International



Number:



10472726661



Name:



Kosmos Energy Credit International



Number:



10572726661



Name:



Kosmos Energy Credit International



Number:



10672726661



Name:



Kosmos Energy Credit International



Number:



10772726661



131



Name:



Kosmos Energy Credit International



Number:



10872726661



Name:



Kosmos Energy Credit International



Number:



10972726661



Name:



Kosmos Energy Credit International



Number:



11072726661



Name:



Kosmos Energy Credit International



Number:



11172726661



Name:



Kosmos Energy Credit International



Number:



11272726661



Name:



Kosmos Energy Credit International



Number:



11372726661



Name:



Kosmos Energy Credit International



Number:



11472726661



132



Name:



Kosmos Energy Credit International



Number:



11572726661



Name:



Kosmos Energy Credit International



Number:



11672726661



Name:



Kosmos Energy Credit International



Number:



11772726661



Name:



Kosmos Energy Credit International



Number:



11872726661



Name:



Kosmos Energy Credit International



Number:



11972726661



Name:



Kosmos Energy Credit International



Number:



12072726661



Name:



Kosmos Energy Credit International



Number:



12172726661



Name:



Kosmos Energy Credit International



Number:



12272726661



133



Name:



Kosmos Energy Credit International



Number:



12372726661



Name:



Kosmos Energy Credit International



Number:



12472726661



Name:



Kosmos Energy Credit International



Number:



12572726661



134



SIGNATURES

Original Borrower



KOSMOS ENERGY CREDIT INTERNATIONAL



EXECUTED as a DEED by KOSMOS ENERGY CREDIT

INTERNATIONAL

acting by Neal Shah expressly authorised in accordance with a power of

attorney dated 28 June 2013

in the presence of:



/s/ PHILLIP B. FEINER

Witness’s signature

Name: PHILLIP B. FEINER



)

)

)

)

)

)

)

)

)

)

)

)



Per:



/s/ NEAL SHAH



Title: ATTORNEY-IN-FACT

Name: NEAL SHAH



Address: 8176 PARK LANE, SUITE 500, DALLAS, TEXAS 75231

USA

Occupation: ATTORNEY



135



Guarantor



KOSMOS ENERGY LTD.

EXECUTED as a DEED by KOSMOS ENERGY LTD.

acting by Neal Shah expressly authorised in accordance with a power of

attorney dated

in the presence of:



/s/ PHILLIP B. FEINER

Witness’s signature

Name: PHILLIP B. FEINER



Address: 8176 PARK LANE, SUITE 500, DALLAS, TEXAS 75231

USA

Occupation: ATTORNEY



The Original Lender



SOCIETE GENERALE, LONDON BRANCH



By:



MARIA MARTIN



/s/ MARIA MARTIN



Name:

Title:



MARIA MARTIN

VICE PRESIDENT



)

)

)

)

)

)

)

)

)

)

)



Per:



/s/ NEAL SHAH



Title: ATTORNEY-IN-FACT

Name: NEAL SHAH



Facility Agent



SOCIETE GENERALE, LONDON BRANCH



By:



MARIA MARTIN



/s/ MARIA MARTIN



Name:

Title:



MARIA MARTIN

VICE PRESIDENT



Security Agent



SOCIETE GENERALE, LONDON BRANCH



By:



MARIA MARTIN



/s/ MARIA MARTIN



Name:

Title:



MARIA MARTIN

VICE PRESIDENT



Account Bank

SOCIETE GENERALE, LONDON BRANCH



By:



MARIA MARTIN



/s/ MARIA MARTIN



Name:

Title:



MARIA MARTIN

VICE PRESIDENT



Exhibit 10.2

EXECUTION VERSION



DATED 3 July 2013

KOSMOS ENERGY CREDIT INTERNATIONAL

- and -



SOCIETE GENERALE, LONDON BRANCH



CHARGE ON CASH DEPOSITS

AND ACCOUNT BANK AGREEMENT



Slaughter and May

One Bunhill Row

London

EC1Y 8YY

(SRG/JKW/TXI)



515738674



CONTENTS

PAGE



PART 1 INTERPRETATION



2



1.



2



Definitions and interpretation



PART 2 CHARGE ON CASH DEPOSITS AND THE ACCOUNTS



7



2.



Obligation to pay the secured obligations



7



3.



Charge



7



4.



Perfection of security



7



5.



Nature and protection of security



8



6.



Dealing with secured assets



11



7.



Restrictions



11



8.



Release



11



9.



Enforcement



12



10.



Certificates and determinations



13



11.



Covenant To Pay



13



PART 3 ACCOUNT BANK AGREEMENT



14



12.



The Accounts



14



13.



Operation of the Accounts



14



14.



Default



19



15.



Access to books and records



20



16.



Confidentiality



20



17.



Account Bank exoneration



21



18.



Custody of documents



22



19.



Liability



22



PART 4 MISCELLANEOUS



24



20.



Stamp Taxes



24



21.



Costs and Expenses



24



22.



Power of Attorney



24



23.



Assignment



25



24.



Amendments



25



25.



Remedies and waivers



25



26.



Execution as a deed



26



27.



Counterparts



26



28.



Jurisdiction



26



29.



Governing Law



26



30.



Service of process



26



Schedule 1 Details of the Accounts



28



Schedule 2 Details and Enforcement Notices



32



Part I Default Notice



32



Part II Default Revocation Notice



34



Part III Notice of an Enforcement Event



36



CHARGE ON CASH DEPOSITS



Date: 3 July, 2013

PARTIES:

(1)



KOSMOS ENERGY CREDIT INTERNATIONAL a company incorporated in the Cayman Islands whose registered number is 256364 and

whose registered office is at PO Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman, KY1-1209,

Cayman Islands (the “ Company ” or “KECI”); and



(2)



SOCIETE GENERALE, LONDON BRANCH located at SG House, 41 Tower Hill, London, EC2N 4SG (the “ Security Agent ” or “Account

Bank” or “Facility Agent ”).



PART 1

INTERPRETATION



1.



DEFINITIONS AND INTERPRETATION



1.1



Definitions



Terms defined in clause 1.1 (Definitions ) of the letter of credit facility agreement dated on or about the date of this Deed and made by Kosmos Energy

Credit International, Kosmos Energy Ltd., the Original Lenders, the Security Agent, the Facility Agent and the Account Bank (the “ Facility

Agreement”), shall, unless otherwise defined herein, have the same meaning when used in this Deed.



1.2



Additional definitions

In this Deed, unless otherwise specified:



“Accounts ” means the interest-bearing US Dollar deposit accounts held with the Account Bank, details of which are provided in Schedule 1 ( Details

of the Accounts ).

“Account Bank Liability ” means any liability or obligation of KECI to indemnify the Account Bank or pay any amount under this Deed or in

respect of any failure to perform, or breach of, KECI’s obligations under this Deed or for any liability in contract, tort or otherwise connected with

the performance of KECI’s obligations under this Deed.

“Affiliate ” means, in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding

company.

“Authorised Signatory ” means, in relation to any entity entitled to give or countersign an Instruction, an entity notified pursuant to

clause 13.2(E) ( Instructions ) to the Account Bank by such first-mentioned entity from time to time as being authorised to sign or, as the case may

be, countersign an Instruction on behalf of such first-mentioned entity, and in respect of whom a certified copy of the authorising resolution and

specimen signature have been provided to the Account Bank.

“Business Day ” means a day (other than a Saturday or a Sunday) on which banks are open for business in London.

“Cash Collateral ” has the meaning given to this term in the Facility Agreement.

“Charge” means the security interests constituted or expressed to be constituted in favour of the Security Agent by or pursuant to this Deed.

“Costs and Expenses ” means costs, charges, losses, liabilities, expenses and other sums (including legal, accountants’ and other professional fees)

and any taxes thereon.

“Default Notice ” means a notice in writing given by the Facility Agent to the Account Bank and KECI substantially in the form of Part I of

Schedule 2 ( Details and Enforcement Notices ).



2



“Default Revocation Notice ” means a notice in writing given by the Facility Agent to the Account Bank and KECI substantially in the form of

Part II of Schedule 2 ( Details and Enforcement Notices ).

“Deposit” means all credit balances now or at any time in the future on the Accounts, all debts from time to time represented by such credit balances

and all other rights of the Company accruing or arising in relation to the Accounts.



“Deposit Agreements” means the agreements signed on or about the date of this Deed (or on any future date provided that they are in substantially

the same form as those signed on the date of this Deed) between KECI and Societe Generale, London Branch which detail the terms and conditions

which apply to the Accounts (as defined in the Charge).

“Dissolution ” means an event or circumstance as described in clause 20.8 ( Insolvency Proceedings ) of the Facility Agreement.

“Dispute” has the meaning given to it in clause 28 ( Jurisdiction ).

“Enforcement Event ” means:

(A)



any Event of Default in respect of which a written notice has been given to the Company pursuant to clause 20.15 ( Acceleration ) of the

Facility Agreement; or



(B)



(i)



where at any time the Borrower has failed to pay to the LC Issuing Bank for the account of each Lender an amount due under

clause 6.9(B) ( Claims under a Letter of Credit ) of the Facility Agreement; and



(ii)



the LC Issuing Bank (acting reasonably), is unable to recover the amount due from the LC Cash Collateral Accounts (either at the

instruction of the Borrower or otherwise) within three Business Days of such non-payment pursuant to clause 6.9(B) of the

Facility Agreement.



“Event of Default ” means any event or circumstance specified as such in the Facility Agreement.

“Group” means the Original Guarantor or any Additional Guarantor and its direct and indirect subsidiaries.

“Instruction ” means:

(a)



an instruction transmitted in accordance with operating procedures agreed in accordance with clause 13.3 ( Operating procedures); or



(b)



a Default Notice; or



(c)



a Default Revocation Notice; or



(d)



a Notice of an Enforcement Event.

3



“Notice of an Enforcement Event ” means a notice in writing from the Security Agent to the Account Bank and KECI substantially in the form of

Part III of Schedule 2 ( Details and Enforcement Notices ).

“Secured Obligations ” means all present and future obligations and liabilities of the Company (whether actual or contingent and whether owed

jointly or severally or in any other capacity whatever) which are, or are expressed to be, or may become, due, owing or payable to the Secured Parties

under or in connection with the Finance Documents (as such documents may be varied, amended, waived, released, novated, supplemented,

extended, restated or replaced from time to time, in each case, however fundamentally), together with all costs, charges and expenses incurred by the

Secured Parties which are, or are expressed to be, or may become due, owing or payable by the Company under or in connection with the Facility

Agreement.



“Tax” includes any present or future tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest in

connection with any failure to pay or delay in paying any of the same) and “ Taxes” shall be construed accordingly.



1.3



Construction of Particular Terms

Unless a contrary intention appears, in this Deed the provisions of clause 1.2 ( Construction ) of the Facility Agreement shall apply as if set out in

full in this Deed, save that references to the Facility Agreement shall be construed as references to this Deed and in addition:

Unless otherwise specified, any reference to:

(A)



“assets” includes properties, revenues and rights of every kind, present, future and contingent, and whether tangible or intangible;



(B)



a “company ” includes any company, corporation or other body corporate, wherever and however incorporated or established;



(C)



“this Deed ” or any other agreement or instrument is a reference to this deed or other agreement or instrument as it may have been amended,

supplemented, replaced or novated from time to time and includes a reference to any document which amends, supplements, replaces,

novates or is entered into, made or given pursuant to or in accordance with any of the terms of this Deed or, as the case may be, the relevant

deed, agreement or instrument;



(D)



“law” includes any present or future common or customary law, principles of equity and any constitution, decree, judgment, decision,

legislation, statute, order, ordinance, regulation, bye-law or other legislative measure in any jurisdiction or any present or future official

directive, regulation, guideline, request, rule, code of practice, treaty or requirement (in each case, whether or not having the force of law

but, if not having the force of law, the compliance with which is in accordance with the general practice of a person to whom the directive,

regulation, guideline, request, rule, code of practice, treaty or requirement is intended to apply) of any governmental, intergovernmental or

4



supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;



1.4



1.5



(E)



“rights” includes all rights, title, benefits, powers, privileges, interests, claims, authorities, discretions, remedies, liberties, easements,

quasi-easements and appurtenances (in each case, of every kind, present, future and contingent); and



(F)



“security” includes any mortgage, charge, pledge, lien, security assignment, hypothecation or trust arrangement for the purpose of

providing security and any other encumbrance or security interest of any kind having the effect of securing any obligation of any person

(including the deposit of moneys or property with a person with the intention of affording such person a right of lien, set-off, combination

or counter-claim) and any other agreement or any other type of arrangement having a similar effect (including any “flawed asset” or “hold

back” arrangement) and “ security interest ” shall be construed accordingly.



Interpretation of this Deed

(A)



Unless a contrary indication appears, a reference to any party or person shall be construed as including its and any subsequent successors

in title, permitted transferees and permitted assigns, in each case in accordance with their respective interests.



(B)



Unless a contrary indication appears, a reference to a time of day shall be construed as referring to London time.



(C)



The terms “include”, “includes” and “including” shall be construed without limitation.



(D)



References in this Deed to any Clause or Schedule shall be to a clause or schedule contained in this Deed.



(E)



Clause and Schedule headings are for ease of reference only and shall be ignored in construing this Deed.



(F)



Unless a contrary indication appears, references to any provision of any law are to be construed as referring to that provision as it may

have been, or may from time to time be, amended or re-enacted, and as referring to all bye-laws, instruments, orders, decrees, ordinances

and regulations for the time being made under or deriving validity from that provision.



(G)



An Enforcement Event is “ continuing ” if it has not been remedied or waived.



Third party rights

(A)



Save as otherwise provided in this Deed, a person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties)

Act 1999 to enforce or enjoy the benefit of any term of this Deed.



5



(B)



Notwithstanding any term of this Deed, the consent of any person who is not a party is not required to rescind or vary this Deed at any

time.



6



PART 2

CHARGE ON CASH DEPOSITS AND THE ACCOUNTS



2.



OBLIGATION TO PAY THE SECURED OBLIGATIONS

The Company undertakes to the Security Agent as trustee for the Secured Parties to perform, observe, pay and discharge all Secured Obligations

when due and payable and, upon demand by the Security Agent, pay those Secured Obligations which are due in accordance with the Finance

Documents but remain unpaid.



3.



CHARGE

As continuing security for the full and punctual payment, performance and discharge of the Secured Obligations, but without prejudice to any other

rights of the Security Agent under this Deed, the Company, with full title guarantee and free of any other security interest, charges all its right, title

and interest from time to time in and to the Deposit and the Accounts by way of first fixed charge in favour of the Security Agent.



4.



PERFECTION OF SECURITY



4.1



Notice of charge



The execution of this Deed by the Company and the Security Agent shall constitute notice to the Security Agent of the charge over the Deposit and

Accounts.



4.2



Further assurances

The Company shall (at its own cost) promptly take all action necessary or desirable to:

(A)



ensure that the Charge is and remains valid, legally binding and enforceable;



(B)



perfect, preserve or protect the Charge and its priority; and



(C)



facilitate the exercise of any and all of the rights, powers and discretions vested or intended to be vested in the Security Agent by or

pursuant to this Deed and to facilitate the realisation of the Deposit,



including the execution of all such documents, transfers, conveyances, assignments and assurances in respect of the Deposit, and the giving of all

such notices, orders, instructions and directions as the Security Agent may reasonably consider necessary from time to time. The obligations of the

Company under this clause 4.2 ( Further assurances ) shall be in addition to and not in substitution for the covenants for further assurance deemed

to be included in this Deed by virtue of the Law of Property (Miscellaneous Provisions) Act 1994.



7



5.



NATURE AND PROTECTION OF SECURITY



5.1



Continuing security

The Charge is continuing and extends to the ultimate balance of the Secured Obligations from time to time unless and until discharged by the

Security Agent in accordance with clause 8 ( Release) or clause 24.17 ( Winding up of trust) of the Facility Agreement, regardless of any intermediate

payment, discharge or satisfaction in whole or part.



5.2



Additional security

The security created by this Deed and the rights given to the Security Agent under this Deed shall be cumulative and in addition to and shall not

prejudice, or be prejudiced by, any other security or guarantee or any other right, power or remedy which the Security Agent has or may at any time

hold in respect of or in connection with any or all of the Secured Obligations. All such rights, powers and remedies may be exercised from time to

time as often as the Security Agent may deem expedient.



5.3



Immediate recourse

The Security Agent need not, before exercising any of the rights, title, benefit and interest conferred upon it by this Deed or by law:

(A)



5.4



take action or obtain judgment against the Company or any other person in any court; or



(B)



make or file any claim or proof on the rehabilitation, administration, custodianship, receivership, liquidation, winding-up or dissolution

of the Company or any other person; or



(C)



enforce or seek to enforce the recovery of the moneys and liabilities hereby secured or enforce or seek to enforce any other security or

guarantee.



Waiver of defences

Without prejudice to the other provisions of this clause 5 (Nature and protection of security ), neither this Deed nor Charge, its priority, the rights of

the Security Agent under or pursuant to this Deed nor the liability of the Company for the Secured Obligations under this Deed shall be prejudiced or

affected by:

(A)



(B)



any variation, amendment, novation, extension (whether of maturity or not), supplementation or replacement of, or waiver or release

granted under or in connection with any Finance Document or other document or any Security Obligations, guarantee or indemnity; or



any time, waiver, consent or other indulgence or concession granted, by the Company or other person; or



8



5.5



(C)



the taking, holding, failure to take or hold, variation, realisation, non-enforcement, non-perfection or release by the Security Agent or any

other person of any other security obligation or any guarantee or indemnity or other right; or



(D)



any corporate, legal proceeding or other procedure or step taken for or with a view to the rehabilitation, administration, custodianship,

receivership, liquidation, winding-up or dissolution of the Company or any other person; or



(E)



any change in the constitution of the Company; or



(F)



any amalgamation, merger or reconstruction that may be effected by the Security Agent with any other person or any sale or transfer of the

whole or any part of the assets of the Security Agent to any other person; or



(G)



the existence of any claim, set-off or other right which the Company may have at any time against the Security Agent or other person; or



(H)



the making or absence of any demand for payment or discharge of the Security Agent on the Company or any other person, whether by the

Security Agent or any other person; or



(I)



any arrangement or compromise entered into by the Security Agent with the Company or any other person; or



(J)



any incapability or lack of power, authority or legal personality of or dissolution or change in the numbers or status of the Company or any

other person; or



(K)



any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or

security; or



(L)



any other thing done or omitted or neglected to be done by the Security Agent or any other person or any other dealing, fact, matter or thing

which, but for this provision, might operate to prejudice or affect any of the security created under this Deed or the liability of the Company

for the Secured Obligations.



Deferral of rights

(A)



Until such time as the Charge has been released in accordance with clause 8 ( Release), the Company will not exercise any rights which it

may have by reason of performance by it of its obligations under this Deed:

(i)



(ii)



to claim, rank, prove or vote as a creditor of any other party to any of the Finance Documents; or

to receive, claim or have the benefit of any payment, guarantee, indemnity, contribution or security from or on account of any

such party (in whole or in part or whether by way of subrogation or otherwise); and/or



9



(iii)



5.6



of set-off, combination or counter-claim or in relation to any “flawed-asset” or “hold back” arrangement as against any such

party.



(B)



The Company shall hold on trust for, and immediately pay or transfer to, the Security Agent an amount equal to any payment or benefit

received by it contrary to paragraph (A) above.



(C)



If the Company exercises any right of set-off, combination or counter-claim or any rights in relation to any “flawed-asset” or “hold back

arrangement” contrary to paragraph (A)(iii) above, it will immediately pay or transfer to the Security Agent an amount equal to the amount

set-off, combined or counterclaimed.



(D)



The Security Agent shall apply all amounts received pursuant to paragraph (B) and paragraph (C) above in or towards payment of the

Secured Obligations or any part thereof in such order in such manner as the Security Agent shall (in its absolute discretion) determine and

thereafter in payment of any surplus to the Company or other person entitled to it.



New account

At any time after:

(A)



the Security Agent receives, or is deemed to be affected by, notice (either actual or constructive) of any subsequent security interest or any

disposition affecting the Deposit or Accounts or part thereof or interest therein; or



(B)



any corporate, legal proceeding or other procedure or step taken for or with a view to the rehabilitation, administration, custodianship,

receivership, liquidation, winding-up or dissolution of the Company,



the Security Agent may open a new account in the name of the Company (whether or not it permits any existing account to continue). If the Security

Agent does not open such a new account, it shall nevertheless be treated as if it had done so at the time when the notice was received or was deemed to

have been received or, as the case may be, the corporate, legal proceeding or other procedure or step was taken. As from that time, all payments made

by the Company to the Security Agent or received shall be credited or treated as having been credited to the new account and will not operate to reduce

the amount secured by this Deed at any time.



5.7



Further advances

The Charge created by this Deed is intended to secure further advances.

10



6.



DEALING WITH SECURED ASSETS



6.1



Negative pledge

The Company shall not, without the prior written consent of the Security Agent, at any time during the subsistence of this Deed, create or permit to

exist any security (other than the Charge) over the Deposit or the Accounts.



6.2



Disposal of assets

The Company shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell,

transfer, assign, lease, licence or otherwise dispose of any interest in the Deposit or the Accounts (otherwise than pursuant to this Deed or the Facility

Agreement).



7.



RESTRICTIONS

Upon the occurrence of an Enforcement Event which is continuing, or as otherwise prohibited under the Facility Agreement, the Company shall not

be entitled to receive, withdraw or otherwise transfer all or any part of the credit balance from time to time on the Accounts and Deposit:

(A)



except with the prior written consent of the Security Agent; or



(B)



unless there are no remaining Secured Obligations and the Security has been discharged in full in accordance with clause 8 ( Release).



8.



RELEASE



8.1



Release of deposit

If the Security Agent is satisfied that:

(A)



all Secured Obligations have been unconditionally and irrevocably paid or discharged in full and the Facility Agreement has been

terminated and the Security Agent and the Secured Parties have no further actual or contingent obligations to make advances or provide

other financial accommodation to the Borrower or any other party under the Facility Agreement; or



(B)



security or a guarantee for the Secured Obligations, in each case acceptable to the Security Agent, has been provided in substitution for this

Deed, or



then, subject to the remainder of this clause 8 ( Release), the Security Agent shall at the request and cost of the Company take whatever action is

necessary to release the Deposit and Accounts from the Charge.



11



8.2



Reinstatement

If the Security Agent reasonably considers, on the basis of independent legal advice, that any payment to, or security or guarantee provided in relation

to the Secured Obligations to it is capable of being avoided, reduced or invalidated by virtue of applicable law, notwithstanding any re-assignment or

discharge of the Deposit, the liability of the Company under this Deed and the Charge shall continue as if such amounts had not been paid or as if

any such security or guarantee had not been provided.



9.



ENFORCEMENT



9.1



Appropriation

(A)



Immediately upon and at any time after the occurrence of an Enforcement Event which is continuing, or as otherwise permitted under the

Facility Agreement, the Security Agent shall be entitled, and is hereby irrevocably and unconditionally authorised, without giving prior

notice to the Company or obtaining the consent of the Company but at the cost of the Company, to apply, set-off or transfer the whole or

any part of the Deposit (whether or not then payable) in or towards payment or other satisfaction of the Secured Obligations or any part

thereof in such order as the Security Agent shall (in its absolute discretion) determine and thereafter in payment of any surplus to the

Company or other person entitled to it.



(B)



On exercising its rights under this clause 9.1 ( Appropriation) the Security Agent shall serve a Notice of an Enforcement Event on the

Account Bank and shall copy any such notice to KECI.



(C)



9.2



The Account Bank agrees, immediately upon receipt of a Notice of an Enforcement Event:

(i)



to comply with all directions for or in connection with the Accounts whatsoever given by the Authorised Signatories of the

Security Agent and as more specifically set out in the Notice of an Enforcement Event (without reference to and regardless of any

inconsistent request or Instruction from KECI); and



(ii)



not to comply with the terms of any Instruction or other demand, direction or request in relation to any of the Accounts from any

person other than the Security Agent unless it has been approved in writing by the Security Agent.



Financial collateral regulations

(A)



To the extent that any of the Accounts and the Deposit, this Deed and the rights and obligations of the parties under this Deed, constitute a

“security financial collateral arrangement” (as defined in and for the purposes of, the Financial Collateral Arrangements (No. 2) Regulations

2003 (SI 2003/3226) (the



12



“Regulations ”)), the Security Agent shall have the benefit of all of the rights of a collateral taker conferred upon it by the Regulations,

including the right to appropriate all or any part of the financial collateral (as defined in the Regulations) in or towards discharge of the

Secured Obligations in such order as the Security Agent shall (in its absolute discretion) determine and thereafter in payment of any surplus

to the Company or other person entitled to it.

(B)



9.3



The parties agree that the value of the financial collateral (as defined in the Regulations) so appropriated shall be the amount standing to the

credit of the Accounts (or any new account opened pursuant to clause 5.6 ( New account ), together with any accrued but unposted interest,

at the time the right of appropriation is exercised. The parties agree that the method of valuation provided for in this Deed is a commercially

reasonable method of valuation for the purposes of the Regulations.



Section 93 Law of Property Act 1925

Section 93 of the Law of Property Act 1925 shall not apply to this Deed.



10.



CERTIFICATES AND DETERMINATIONS

For all purposes, including any legal proceedings:

(A)



a determination by the Security Agent; or



(B)



a copy of a certificate signed by an officer of the Security Agent,



of the amount of any indebtedness comprised in the Secured Obligations and/or the amount standing to the credit of the Accounts for the time being or

at any time shall, in the absence of manifest error, be conclusive evidence against the Company as to such amount.



11.



COVENANT TO PAY

The Company shall pay and discharge all Secured Obligations in accordance with the Facility Agreement or, as the case may be, this Deed.

13



PART 3

ACCOUNT BANK AGREEMENT



12.



THE ACCOUNTS

(A)



The Accounts shall be maintained at an office of the Account Bank in London or such other jurisdiction approved by the Facility Agent

(acting reasonably). For the avoidance of doubt, nothing in this clause 12(A) shall create any obligation on the Account Bank to establish

an account in another location other than in London.



(B)



The Accounts shall be denominated in US Dollars. Any sum constituting interest paid in respect of the credit balance of the Accounts

shall be treated in the same manner as any other sum credited to the Accounts.



(C)



The Account Bank is hereby notified that pursuant to this Deed KECI has charged to the Security Agent all its rights, title and interests in

and to the Deposit and the Accounts from time to time.



(D)



The Accounts shall be maintained by KECI at all times prior to the Discharge Date at which time the Facility Agent will notify the Account

Bank in writing that the Accounts are no longer required to be maintained.



13.



OPERATION OF THE ACCOUNTS



13.1



Compliance with the Facility Agreement

(A)



13.2



KECI shall operate the Accounts in accordance with the provisions of the Facility Agreement and shall not:

(i)



request withdrawals from the Accounts except where expressly permitted under the provisions of the Facility Agreement; or



(ii)



pay any moneys into the Accounts except in accordance with the provisions of the Facility Agreement.



Instructions

(A)



Except as required by applicable law, the Account Bank shall not accept or act upon any Instruction or request to make any payment or

transfer to or from, or otherwise to transact any other dealing in relation to the Accounts:

(i)



from any person other than KECI, the Facility Agent or the Security Agent, as specified by this Deed; and



(ii)



unless such Instruction or request from either the Facility Agent, the Security Agent or KECI is in written format.

14



(B)



(C)



Subject to the terms of this Deed and so long as no Default Notice has been issued by the Facility Agent which has not been revoked by a

Default Revocation Notice, KECI may give, and the Account Bank may accept and act upon, Instructions regarding the operation of the

Accounts in accordance with the customary banking practice of the Account Bank in the jurisdiction concerned, subject to the terms of this

Deed, the Deposit Agreements or any other Finance Document.



Withdrawals or transfers may, subject to clause 14 ( Default) and clause 9 ( Enforcement), be made from the Accounts provided that:

(i)



the withdrawal or transfer is in compliance with the terms of this Deed, the Deposit Agreements or any other Finance Document;



(ii)



the withdrawal or transfer is based on cleared funds; and



(iii)



the Accounts may not be overdrawn at any time.



(D)



KECI shall not exercise any right which it may have under any applicable law to instruct the Account Bank to transfer any amount

standing to the credit of the Accounts to KECI or to its order in any manner which is or would be inconsistent with any of the provisions of

this Deed, the Deposit Agreements or any other Finance Document.



(E)



KECI, the Facility Agent and the Security Agent shall each, from time to time by letter addressed to the other parties and, in the case of

KECI, signed by a director of KECI duly authorised to sign:

(i)



designate in writing the individuals authorised to sign Instructions, notices, communications or documents to be made, given or

delivered under this Deed on its behalf;



(ii)



supply to the other parties specimen signatures of those individuals; and



(iii)



it is acknowledged by the parties that KECI has given a notice (to the Account Bank only) for the purpose of this clause 13.2

prior to the date of this Deed.



(Instructions )



(F)



The Account Bank shall be entitled to rely on any Instruction, notice, communication or document believed by it in good faith to be

genuine, correct and duly authorised, and to have been communicated or signed by the person by or on behalf of whom it purports to be

communicated or signed and shall not be liable to any of the parties to this Deed for any of the consequences of such reliance.



(G)



The Account Bank shall not have any responsibility to any of the parties to this Deed if any Instruction which should be given by the

Facility Agent to the Account Bank under or in connection with this Deed is not received by the Account Bank or is not made at the time it

should be made.



15



(H)



Without prejudice to paragraph (F), where the Account Bank receives any Instruction in accordance with the terms of this clause 13.2

which it believes to be genuine, correct and duly authorised, and to have been communicated or signed by the person by or

on behalf of whom it purports to be communicated or signed, the Account Bank shall not have any responsibility to:

(Instructions )



13.3



(i)



ensure that the information set out therein is correct;



(ii)



check or enquire as to whether any condition contained therein has been met or will be fulfilled;



(iii)



check or enquire as to whether such Instruction has been properly given; or



(iv)



enquire as to the purpose or nature of any request for a withdrawal from the Accounts contained therein.



(I)



The Account Bank and KECI confirm that the Accounts will be operated in a manner that provides a written statement of all transactions

carried out on such Accounts including, for the avoidance of doubt, all transactions for which Instructions were given to the Account Bank

via the Account Bank’s electronic banking system and, as at any given date, of the balance standing to the credit of the Accounts, and the

Account Bank confirms that such statements will be made available to KECI and the Security Agent at the end of each calendar month and

as may otherwise reasonably be requested from time to time.



(J)



The Account Bank shall be entitled to deal with money paid to it by KECI for the purposes of this Deed in the same manner as other

money paid to a banker by its customers, except that (a) it acknowledges that it is not entitled to, and undertakes not to claim or exercise

any lien, right of set-off, combination or other similar right with respect to moneys standing to the credit of the Accounts are held or are in

the course of being credited to it; and (b) it shall not be liable to account to KECI for any interest or other amounts in respect of the money,

save for interest borne under clause 13.5 ( Interest).



(K)



The Account Bank confirms that it has not received any other notice of any Security Interest, nor is it otherwise aware of any Security

Interest, in respect of the Accounts in favour of any person other than the Security Agent.



Operating procedures

(A)



(B)



Detailed operating procedures for the Accounts shall, subject to clause 13.3(B)(iii) ( Operating procedures), be agreed from time to time

between KECI and the Account Bank.



Each of the parties to this Deed agrees and acknowledges that:

(i)



there shall be no operation of the Accounts except in accordance with the provisions of this Deed and the Facility Agreement;



16



13.4



13.5



13.6



(ii)



the operating procedures shall be amended from time to time as agreed in writing between KECI, the Account Bank and the

Security Agent (each acting reasonably); and



(iii)



in the event of inconsistency between the operating procedures agreed in accordance with clause 13.3(A) ( Operating procedures)

and the terms of this Deed, the latter shall prevail.



Fees

(A)



Subject to the Facility Agreement, KECI shall pay to the Account Bank such transaction charges and other fees, costs and expenses

(including value added tax where applicable) as the Account Bank and KECI shall separately agree in writing for carrying out the relevant

transactions and are payable from time to time by KECI.



(B)



KECI will pay to the Account Bank, within fifteen Business Days of demand, the amount of all charges, costs and expenses payable by

KECI to the Account Bank pursuant to clause 13.4(A) ( Fees).



(C)



The fees, commissions and expenses payable to the Account Bank for services rendered and the performance of its obligations under this

Deed shall not be abated by any remuneration or other amounts or profits receivable by the Account Bank (or to its knowledge by any of its

associates) in connection with any transaction effected by the Account Bank with or for KECI.



Interest

(A)



Each sum credited to the Accounts from time to time shall, from the time it is credited until the time it is withdrawn from the Accounts,

bear interest at such commercially appropriate rate as may be agreed from time to time by the Account Bank and KECI provided that the

Account Bank may, at any time, apply a new rate of interest to the Accounts, which new rate shall be effective on a date no less than 30

Business Days after the Account Bank has given written notice to KECI of the same.



(B)



Subject to KECI maintaining Cash Collateral in the Accounts in compliance with its obligations under the Facility Agreement and providing

an Enforcement Event has not occurred and is continuing, all interest earned on the balance standing to the credit of the Accounts shall be

credited to the account (which is not secured under this Deed) as notified by KECI to the Account Bank.



Information

KECI irrevocably instructs and authorises the Account Bank to disclose to the Facility Agent or the Security Agent (as the case may be), without any

reference to or further authority from KECI and without any inquiry by the Account Bank as to the justification for such disclosure, such

information relating to the Accounts as the Facility Agent, or the Security Agent (as the case may be) may request from time to time. All such



17



information provided by the Account Bank shall be deemed to have been provided on behalf of KECI and each Secured Party is subject to the

confidentiality undertaking contained in Schedule 6 ( Form of Confidentiality Undertaking ) of the Facility Agreement in relation to such

information.



13.7



Terms of appointment of the Account Bank

(A)



The Account Bank is authorised and regulated by the Financial Services Authority. Nothing in this Deed shall require the Account Bank to

carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and

Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to KECI.



(B)



The Account Bank shall be obliged to perform such duties and only such duties as are expressly set out in this Deed and no implied duties

or obligations of any kind (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Deed

against the Account Bank.



(C)



Any of the Account Bank, its officers, directors and employees may accept deposits from, lend money to and generally engage or be

interested in any kind of lending, financial or other business with KECI and any other party to any Finance Documents.



(D)



The Account Bank shall be entitled to take any action or to refuse to take any action which the Account Bank regards as necessary for the

Account Bank to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of

any relevant stock exchange or other market or clearing system.



(E)



The Account Bank may collect, use and disclose personal data about KECI and/or other transaction parties (if any are an individual) or

individuals associated with KECI and/or other transaction parties, so that the Account Bank can carry out its obligations to KECI and for

other related purposes, including auditing, monitoring and analysis of its business, fraud and crime prevention, money laundering, legal

and regulatory compliance and the marketing by the Account Bank or members of the Account Bank’s corporate group of other services.

The Account Bank will keep the personal data up to date. The Account Bank may also transfer the personal data to any country (including

countries outside the European Economic Area where there may be less stringent data protection laws) to process information on the Account

Bank’s behalf. Wherever it is processed, the personal data will be protected by a strict code of secrecy and security to which all members

of the processing agent’s corporate group, their staff and any third parties are subject, and will only be used in accordance with the Account

Bank’s instructions.



(F)



The Account Bank may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete

protection in respect of any action taken, omitted or suffered under this Deed in good faith and in accordance with the opinion of the

advisers.



18



(G)



The Account Bank shall not be under any obligation to take any action under this Deed which it expects will result in any expense or

liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.



(H)



Any corporation into which the Account Bank may be merged or converted, or any corporation with which the Account Bank may be

consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Account Bank shall be a party, or any

corporation to which the Account Bank shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the

merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor

Account Bank under this Deed without the execution or filing of any paper or any further act on the part of the parties to this Deed, unless

otherwise required by KECI, and after the said effective date all references in this Deed to the Account Bank shall be deemed to be references

to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the

KECI by the Account Bank.



14.



DEFAULT



14.1



Default Notice

(A)



The Facility Agent shall only be entitled to serve a Default Notice to the Account Bank where a Default or an Event of Default has occurred

and is continuing and has not been waived under the Facility Agreement.



(B)



Upon receipt by the Account Bank of a Default Notice, KECI and the Account Bank agree that no amount may be withdrawn or

transferred from the Account and the Account Bank shall not comply with any Instruction or other demand, direction or request for such a

withdrawal or transfer (except a Default Revocation Notice, Notice of an Enforcement Event or as ordered by any court) in respect of the

Accounts unless and until the Account Bank has received a Default Revocation Notice (revoking the corresponding Default Notice).



(C)



Once a Default Notice has been given, it will continue in force and the provisions of clause 14.1(B) ( Default Notice ) will apply until the

Account Bank receives a Default Revocation Notice from the Facility Agent.



(D)



The Facility Agent shall copy each notice given pursuant to this clause 14.1 ( Default Notice ) forthwith to KECI.



(E)



To the extent permitted under this clause 14 ( Default), during the period between receipt by KECI of the copy of a Default Notice and

receipt of a copy of a corresponding Default Revocation Notice, KECI shall present all Instructions or other directions or requests and all

certificates given by KECI regarding the operation of the Accounts in a timely fashion to the Facility Agent for information.



(F)



Where the Account Bank has received a Default Notice, which has not been the subject of a corresponding Default Revocation Notice, the

Account Bank shall



19



make withdrawals from the Accounts and take all other action in relation to the Accounts solely as instructed by the Security Agent (or as

ordered by any court).



14.2



15.



Default Revocation Notice

(A)



The Facility Agent shall give a Default Revocation Notice to the Account Bank (copied to KECI) promptly after being satisfied that no

Default or Event of Default is continuing under the Facility Agreement.



(B)



For the avoidance of doubt, if any waiver given in respect of any Default expires, or if any condition relating to such waiver is not or ceases

to be satisfied, or if such waiver is revoked or otherwise ceases to apply, the Facility Agent shall not be restricted from serving a further

Default Notice in respect of the relevant Default.



ACCESS TO BOOKS AND RECORDS

The Account Bank shall provide to the Facility Agent and KECI, not less than five Business Days after the end of each calendar year quarter, a full

statement of all payments (including the relevant account balance) into and from the Accounts.



16.



CONFIDENTIALITY

The Account Bank shall keep confidential all information made available to it by, or by any person on behalf of, any other party to this Deed and

shall not disclose any such information to any third party without the prior written consent of KECI, the Security Agent and the Facility Agent unless

such disclosure is:

(A)



made to a sub-custodian for the purpose of arrangements made in accordance with this Deed;



(B)



made to an Affiliate of the Account Bank and is necessary for such Affiliate to comply with any law provided that prior to such disclosure

the relevant Affiliate has given an undertaking to be bound by the confidentiality provisions of this clause 16 ( Confidentiality );



(C)



made in connection with any proceedings, claims or suits arising out of or in connection with this Deed, to the extent that the Account Bank

reasonably considers it necessary to protect its interests;



(D)



required by an order of a court of competent jurisdiction;



(E)



made or required pursuant to any law in accordance with which the Account Bank is required to act;



(F)



made to its auditors for the purpose of enabling them to undertake any audit or to its legal advisers when seeking bona fide legal advice in

connection with this Deed; or

20



(G)



limited to information which has been published or announced in conditions free from confidentiality or has otherwise entered the public

domain without default on the part of the Account Bank or has become known by the Account Bank before being disclosed by or on behalf

of KECI, the Security Agent or either Facility Agent or has lawfully been obtained after that date other than from a source connected with

KECI, the Security Agent or the Facility Agent.



17.



ACCOUNT BANK EXONERATION



17.1



Exoneration

(A)



The Account Bank may rely on the provisions of clause 23.2 ( Duties of the Facility Agent ), clause 23.3 ( No fiduciary duties ), clause

23.4 (Business with the Group ), clause 23.5 ( Rights and discretions of Agents ), clause 23.7 ( Responsibility for documentation ) and

clause 23.8 ( Exclusion of liability ) of the Facility Agreement individually, as if such provisions were set out in full in this Deed,

substituting references to the Facility Agent or the Agent with references to the Account Bank.



(B)



(C)



The Account Bank shall not be liable to KECI or any other person for any action it may properly take in reliance in good faith upon any

written notice or request given to it by KECI or the Security Agent or the Facility Agent (including any withdrawals made pursuant to

clause 13.2 ( Instructions )), including where such notice or request causes the Accounts to become overdrawn.



The Account Bank does not have and does not accept any responsibility for:

(i)



the accuracy and/or completeness of any information (other than statements provided in accordance with clause 15 ( Access to



books and records); or

(ii)



(D)



17.2



the legality, validity, effectiveness, adequacy or enforceability of any document made or executed in connection with this Deed.



KECI agrees that it shall not assert or seek to assert against any director, officer or employee of the Account Bank any claim it might have

against the Account Bank in respect of the matters referred to in this clause 17 ( Account Bank exoneration ).



Excluded obligation of Account Bank

(A)



Subject to clause 19 ( Liability) and exercising the banker’s duty of care, the Account Bank shall not:

(i)



be bound to enquire as to the occurrence or otherwise of a Default;



(ii)



be bound to enquire as to the performance by any other party to this Deed of its obligations hereunder;



21



17.3



(iii)



be bound to account to any other party hereto for any sum or the profit element of any sum received by it for its own account; or



(iv)



be under any fiduciary duty towards any other party hereto or under any obligations other than those for which express provision

is made in this Deed or in any operating procedures determined under clause 13.3 ( Operating procedures).



Indemnity



KECI shall indemnify the Account Bank on demand against any cost, loss, liability, claim, action, damages, expenses or demands (together,

“Losses”) incurred by or made against the Account Bank in acting as the Account Bank under this Deed, except to the extent that any Losses result

from its own wilful default, gross negligence or fraud or that of its officers, directors or employees.



18.



19.



CUSTODY OF DOCUMENTS

(A)



The Account Bank, the Facility Agent and the Security Agent undertake that they shall not deliver this Deed into a country that would

result in this Deed (or any party to it) becoming subject to (or liable for payment of) any stamp duty, documentary taxes or any other

similar tax, charge or impost (or any obligation upon a member of the Group to reimburse any other person for such a payment).



(B)



Paragraph (A) above shall not apply to the Account Bank, the Facility Agent or the Security Agent at any time at which such party either

(i) has a right to take Enforcement Action; or (ii) has the written consent of KECI.



LIABILITY

(A)



The Account Bank will only be liable to KECI for losses, liabilities, costs, expenses and demands arising directly from the performance of

its obligations under this Deed suffered by or occasioned to KECI (“ Liabilities ”) to the extent that the Account Bank has been negligent,

fraudulent or in wilful default (including any wilful breach of the terms of this Deed) in respect of its obligations under this Deed. The

Account Bank shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or

omitted to be done by it in connection with this Deed.



(B)



Liabilities arising under clause 19(A) ( Liability) shall be limited to the amount of KECI’s actual loss. Such actual loss shall be determined

(i) as at the date of default of the Account Bank or, if later, the date on which the loss arises as a result of such default, and (ii) without

reference to any special conditions or circumstances known to the Account Bank at the time of entering into the Agreement, or at the time of

accepting any relevant instructions, which increase the amount of the loss. In no event shall the Account Bank be liable for any loss of

profits, goodwill, reputation, business opportunity or anticipated saving, or for



22



special, punitive or consequential damages, whether or not the Account Bank has been advised of the possibility of such loss or damages.

(C)



The liability of the Account Bank under clause 19(A) ( Liability) will not extend to any Liabilities arising through any acts, events or

circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any

jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law,

order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes

in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of

transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services

or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.

23



PART 4

MISCELLANEOUS



20.



STAMP TAXES

The Company shall, within five Business Days of demand, pay and indemnify the Security Agent and the Account Bank against any cost, loss or

liability that the Security Agent or the Account Bank incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of

this Deed (other than in respect of an assignment or transfer by a Security Agent) in accordance with clause 11.5 ( Stamp taxes ) of the Facility

Agreement.



21.



COSTS AND EXPENSES



21.1



Transaction Expenses

The Company shall within fifteen Business Days of written demand pay to the Security Agent (or other relevant Finance Party) all costs and

expenses (including legal fees) reasonably incurred:

(A)



(B)



21.2



in connection with the negotiation, preparation, printing and execution of this Deed; and



in responding to evaluating, negotiating, preparing, printing, execution of or complying with, an amendment, waiver or consent requested

by the Company relating to this Deed.



Enforcement Costs

The Company shall within five Business Days of written demand pay to the Security Agent and each of the Secured Parties the amount of all

documented costs and expenses (including legal fees) incurred by the Security Agent or the relevant Secured Party in connection with the enforcement

or attempted enforcement of, or the preservation of rights under, this Deed.



22.



POWER OF ATTORNEY



22.1



Appointment

The Company hereby appoints as its attorney, irrevocably (within the meaning of section 4 of the Powers of Attorney Act 1971) and by way of

security for the performance of its obligations under this Deed, the Security Agent and any person nominated in writing by the Security Agent

severally (with full powers of substitution and delegation), on its behalf and in its name or otherwise and as its act and deed, at such time and in

such manner as the attorney may think fit:

(A)



to take any action which it is obliged to take under this Deed but has not taken; and

24



(B)



to take any action required to enable the Security Agent to exercise all or any of the rights, powers, authorities and discretions conferred on

it by or pursuant to this Deed or by law,



and the taking of action by the attorney or attorneys shall (as between the attorney and any third party) be conclusive evidence to any third party of

its right to take such action.



22.2



Ratification

The Company undertakes to ratify and confirm everything that any attorney does or purports to do in the exercise or purported exercise of the power

of attorney in clause 22.1 ( Appointment ).



23.



ASSIGNMENT



23.1



Assignment by the security agent

The Security Agent may at any time, without the consent of the Company, assign or transfer any of its rights and obligations under this Deed to any

person to whom its rights and obligations under the Facility Agreement may be assigned or transferred.



23.2



Assignment by the Company

The Company shall not assign or transfer, or attempt to assign or transfer, any of its rights or obligations under or in respect of this Deed.



23.3



Assignment by the Account Bank

The Account Bank shall not assign or transfer, or attempt to assign or transfer, any of its rights or obligations under or in respect of this Deed.



24.



AMENDMENTS

This Deed may not be amended, modified or waived in any respect, without the prior written consent of the Security Agent and the Account Bank

given with express reference to this clause 24 ( Amendments ) (such consent not to be unreasonably withheld or delayed).



25.



REMEDIES AND WAIVERS

No delay or omission on the part of the Security Agent or the Account Bank in exercising any right provided by law or under this Deed shall impair,

affect or operate as a waiver of that or any other right. The single or partial exercise by the Security Agent or the Account Bank of any right shall not,

unless otherwise expressly stated, preclude or prejudice any other or further exercise of that, or the exercise of any other, right. The rights of the

Security Agent and the Account Bank under this Deed are in addition to and do not affect any other rights available to it by law.



25



26.



EXECUTION AS A DEED

Each of the parties intends this Deed to be a deed and confirms that it is executed and delivered as a deed, notwithstanding the fact that any one of the

parties may only execute it under hand.



27.



COUNTERPARTS

This Deed may be executed in any number of counterparts, and by the parties to this Deed on separate counterparts, but will not be effective until

each such party has executed at least one counterpart. Each counterpart shall constitute an original of this Deed, but all the counterparts will together

constitute one and the same instrument.



28.



29.



JURISDICTION

(A)



The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute

regarding the existence, validity or termination of this Deed) (a “ Dispute”).



(B)



The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will

argue to the contrary.



(C)



This clause 28 ( Jurisdiction ) is for the benefit of only the Security Agent and the Account Bank. As a result, the Security Agent and the

Account Bank shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent

allowed by law, the Security Agent and the Account Bank may take concurrent proceedings in any number of jurisdictions.



GOVERNING LAW

This Deed is governed by and is to be construed in accordance with English law.



30.



SERVICE OF PROCESS

(A)



Without prejudice to any other mode of service allowed under any relevant law, the Company:

(i)



irrevocably appoints Trusec Limited of 2 Lambs Passage, London EC1Y 8BB (the “ Process Agent ”) as its agent for service of

process in relation to any Dispute before the English courts in connection with this Deed;



(ii)



irrevocably agrees that any Service Document may be sufficiently and effectively served on it in connection with any dispute in

England by service on the Process Agent (or any replacement agent appointed pursuant to paragraph (B) of this clause 30 ( Service



of process); and

26



(iii)



(B)



(C)



(D)



irrevocably agrees that failure by a process agent to notify the Company of the process will not invalidate the proceedings

concerned.



If the agent referred to in paragraph (A) of this clause 30 ( Service of process) (or any replacement agent appointed pursuant to this

paragraph (B)) at any time ceases for any reason to act as such, as the case may be, the Company shall as soon as reasonably practicable

appoint a replacement agent to accept service having an address for service in England and shall notify the Security Agent of the name and

address of the replacement agent; failing such appointment and notification, the agent referred to in paragraph (A) of this clause 30 ( Service

of process) (or any replacement agent appointed pursuant to this paragraph (B)) shall continue to be authorised to act as agent for service of

process in relation to any proceedings before the English courts on behalf of the relevant party and shall constitute good service.



Any document addressed in accordance with clause 30(A) ( Service of process) shall be deemed to have been duly served if:

(i)



left at the specified address, when it is left; or



(ii)



sent by first class post, two clear Business Days after posting.



For the purposes of this clause 30 ( Service of process), “Service Document ” means a writ, summons, order, judgment or other document

relating to or in connection with any Dispute.



Nothing contained herein shall affect the right to serve process in any other manner permitted by law.



IN WITNESS of which this document has been signed on behalf of the Security Agent, the Facility Agent and the Account Bank and executed as a deed by

the Company and is delivered on the date stated at the beginning of this Deed.



27



SCHEDULE 1

DETAILS OF THE ACCOUNTS

Name:



Kosmos Energy Credit International



Number:



10172726661



Name:



Kosmos Energy Credit International



Number:



10272726661



Name:



Kosmos Energy Credit International



Number:



10372726661



Name:



Kosmos Energy Credit International



Number:



10472726661



Name:



Kosmos Energy Credit International



Number:



10572726661



Name:



Kosmos Energy Credit International



Number:



10672726661



Name:



Kosmos Energy Credit International



Number:



10772726661

28



Name:



Kosmos Energy Credit International



Number:



10872726661



Name:



Kosmos Energy Credit International



Number:



10972726661



Name:



Kosmos Energy Credit International



Number:



11072726661



Name:



Kosmos Energy Credit International



Number:



11172726661



Name:



Kosmos Energy Credit International



Number:



11272726661



Name:



Kosmos Energy Credit International



Number:



11372726661



Name:



Kosmos Energy Credit International



Number:



11472726661



Name:



Kosmos Energy Credit International



Number:



11572726661



29



Name:



Kosmos Energy Credit International



Number:



11672726661



Name:



Kosmos Energy Credit International



Number:



11772726661



Name:



Kosmos Energy Credit International



Number:



11872726661



Name:



Kosmos Energy Credit International



Number:



11972726661



Name:



Kosmos Energy Credit International



Number:



12072726661



Name:



Kosmos Energy Credit International



Number:



12172726661



Name:



Kosmos Energy Credit International



Number:



12272726661



30



Name:



Kosmos Energy Credit International



Number:



12372726661



Name:



Kosmos Energy Credit International



Number:



12472726661



Name:



Kosmos Energy Credit International



Number:



12572726661

31



SCHEDULE 2

DETAILS AND ENFORCEMENT NOTICES

Part I

Default Notice



[Letterhead of Facility Agent ]

To:



Societe Generale, London Branch (as the Account Bank)

SG House

41 Tower Hill

EC3N 4SG



London, UK



Fax:



+44 20 7676 6661



F.A.O.: Mirela Kubicka and Muzaffar Khalmirzaev

cc:



Kosmos Energy Credit International

P.O. Box 32322

4th Floor Century Yard

Cricket Square

Elgin Avenue

George Town

Grand Cayman

KY1-1209

Cayman Islands



Fax:



(345) 946 4090



F.A.O.: Andrew Johnson

cc:



Kosmos Energy Credit International

c/o Kosmos Energy LLC

8176 Park Lane

Suite 500

Dallas

Texas 75231



USA

Fax:



(345) 946 4090



F.A.O.: Andrew Johnson

cc:



Societe Generale, London Branch (as the Security Agent)

SG House

41 Tower Hill

EC3N 4SG



London, UK



Fax:



+44 20 7676 6661



F.A.O.: Mirela Kubicka and Muzaffar Khalmirzaev

32



[Date]

Dear Sirs,

Default Notice



1.



We refer to the Charge on Cash Deposits and Account Bank Agreement dated [

] made between, inter alios , Kosmos Energy Credit

International (“ KECI”), you as the Account Bank and us as Facility Agent (the “ Agreement”).

Terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning in this Default Notice.



2.



We hereby give you notice that a Default has occurred and KECI’s right to withdraw money from the Accounts is restricted in accordance with the

terms of clause 13 ( Default) of the Agreement.



3.



Pursuant to clause 13 ( Default) of the Agreement, we hereby notify and instruct you that no amount may be withdrawn or transferred from the

Accounts, and that you shall not comply with any Instruction or other demand, direction or request for such a withdrawal or transfer (except a

Notice of an Enforcement Event) in respect of the Accounts, unless and until:

(a)



(b)

4.



we have notified you in writing (signed by an Authorised Signatory) that an amount or amounts may be withdrawn or transferred by KECI

from the Accounts in accordance with such Instruction, demand, direction or request; or

a Default Revocation Notice has been delivered to you from us.



This Default Notice shall remain in force until a Default Revocation Notice has been delivered to you by us.



This Default Notice shall be governed by and construed in accordance with English law.



Yours faithfully,



For and on behalf of



SOCIETE GENEALE, LONDON BRANCH

as Facility Agent

33



SCHEDULE 2

Part II

Default Revocation Notice



[Letterhead of Facility Agent ]

To:



Societe Generale, London Branch (as the Account Bank)

SG House

41 Tower Hill

EC3N 4SG



London, UK



Fax:



+44 20 7676 6661



F.A.O.: Mirela Kubicka and Muzaffar Khalmirzaev

Email:



cc:



Mirela.kubicka@sgcib.com,

Muzaffar.Khalmirzaev@sgcib.com; and

par-oper-tsu-mm@sgcib.com



Kosmos Energy Credit International

P.O. Box 32322

4th Floor Century Yard

Cricket Square

Elgin Avenue

George Town

Grand Cayman

KY1-1209

Cayman Islands



Fax:



(345) 946 4090



F.A.O.: Andrew Johnson

cc:



Kosmos Energy Credit International

c/o Kosmos Energy LLC

8176 Park Lane

Suite 500

Dallas

Texas 75231



USA

Fax:



(345) 946 4090



F.A.O.: Andrew Johnson

cc:



Societe Generale, London Branch (as the Security Agent)

SG House

34



41 Tower Hill

EC3N 4SG



London, UK



Fax:



+44 20 7676 6661



F.A.O.: Mirela Kubicka and Muzaffar Khalmirzaev



[Date]

Dear Sirs,

Default Revocation Notice



1.



We refer to clause 13 (Default) of the Charge on Cash Deposits and Account Bank Agreement dated [

] made between, inter alios , Kosmos

Energy Credit International (“ KECI”), you as the Account Bank and us as Facility Agent (the “ Agreement”) and the Default Notice addressed to



you dated [



].



Terms defined in the Agreement shall have the same meaning in this Default Revocation Notice.



2.



We hereby revoke the Default Notice referred to in paragraph 1.



This Default Revocation Notice shall be governed by and construed in accordance with English law.



Yours faithfully,



For and on behalf of

SOCIETE GENERALE, LONDON BRANCH

as Facility Agent



35



SCHEDULE 2

Part III

Notice of an Enforcement Event



[Letterhead of Security Agent ]

To:



Societe Generale, London Branch (as the Account Bank)

SG House

41 Tower Hill

EC3N 4SG



London, UK



Fax:



+44 20 7676 6661



F.A.O.: Mirela Kubicka and Muzaffar Khalmirzaev

Email:



cc:



Mirela.kubicka@sgcib.com,

Muzaffar.Khalmirzaev@sgcib.com; and

par-oper-tsu-mm@sgcib.com



Kosmos Energy Credit International

P.O. Box 32322

4th Floor Century Yard

Cricket Square

Elgin Avenue

George Town

Grand Cayman

KY1-1209

Cayman Islands



Fax:



(345) 946 4090



F.A.O.: Andrew Johnson

cc:



Kosmos Energy Credit International

c/o Kosmos Energy LLC

8176 Park Lane

Suite 500

Dallas

Texas 75231



USA

Fax:



(345) 946 4090



F.A.O.: Andrew Johnson



36



[Date]

Dear Sirs,

Notice of an Enforcement Event



1.



We refer to the Charge on Cash Deposits and Bank Account Agreement dated [

International (“ KECI”) and us as Security Agent (the “ Agreement”).



] made between inter alios Kosmos Energy Credit



Terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning in this Notice of an Enforcement Event.



2.



This is a Notice of an Enforcement Event and prevails over any contrary or inconsistent Instruction given by KECI at any time.



3.



Pursuant to clause 14 ( Enforcement) of the Agreement, we hereby notify and instruct you:

(a)



that no withdrawal of any sums standing to the credit of the Accounts are permitted or should be made as of the date hereof until further

notice except in accordance with paragraph (c) below;



(b)



not to comply with the terms of any Instruction or other demand, direction or request in relation to the Accounts unless it has been

approved by us in writing; and



(c)



to comply with all directions given for or in connection with the Accounts whatsoever by or on behalf of the Security Agent, including

without limitation, to honour and comply with all cheques, notes and other orders drawn, and all bills accepted by or on behalf of the

Security Agent, and to accept all receipts as a valid discharge to you for any monies deposited with or owing by you on the Accounts at any

time, provided that such cheques, notes, orders, bills, directions or receipts are signed by:



Name



Function



Capacity (i.e.

severally or jointly

and if so with



Specimen

Signatures



whom)



The above signatories are for the purposes of the Accounts the “ Authorised Signatories ” and each an “ Authorised Signatory ” of the

Security Agent.

37



This notice shall be governed by and construed in accordance with English law.

Please acknowledge receipt of this notice by signing and returning the acknowledgement to us at the address specified above.



Yours faithfully,



For and on behalf of

SOCIETE GENERALE, LONDON BRANCH

as Security Agent

We acknowledge the above:



For and on behalf of

SOCIETE GENERALE, LONDON BRANCH

as Account Bank

Date:



38



SIGNATURES



KECI

EXECUTED as a DEED by KOSMOS

ENERGY CREDIT INTERNATIONAL

acting by Neal Shah expressly

authorised in accordance with a power

of attorney dated

in the presence of:



/s/ Phillip B. Feiner

Witness’s signature

Name: Phillip B. Feiner



)

)

)

)

)

)

)

)

)

)

)

)



Address:



8176 Park Lane

Suite 500

Dallas, Texas 75231 USA

Occupation: Attorney

Address:

P.O. Box 32322,

4th Floor, Century Yard

Cricket Square

Elgin Avenue

George Town



Grand Cayman, KY1-1209

Cayman Islands

cc:



Kosmos Energy Credit International

c/o Kosmos Energy LLC

8176 Park Lane

Suite 500, Dallas

Texas 75231



USA

Fax number:

Attention:



39



Per:



/s/ Neal Shah



Title: Neal Shah

Name: Attorney-in-Fact



Facility Agent

Executed as a deed on behalf of

SOCIETE GENERALE, LONDON

BRANCH , a company incorporated in

France, by Christophe Roux , being a

person who, in accordance with the

laws of France, is acting under the

authority of the company.



)

)

)

)

)



/s/Christophe Roux

(Authorised signatory)



Signature of witness



/s/ Camille Souchaud



Name of witness Camille Souchaud



Address:



Societe Generale, London Branch

SG House

41 Tower Hill

London, EC3N 4SG



Fax:



+44 20 7676 6661



F.A.O.:



Mirela Kubicka and Muzaffar Khalmirzaev

40



Security Agent



Signed by SOCIETE GENERALE,

LONDON BRANCH acting by its duly

appointed attorney



Address:



Societe Generale, London Branch

SG House

41 Tower Hill

London, EC3N 4SG



Fax:



+44 20 7676 6661



F.A.O.:



Mirela Kubicka and Muzaffar Khalmirzaev



)

)

)

)

)



41



/s/Christophe Roux



Account Bank



Signed by SOCIETE GENERALE,

LONDON BRANCH acting by its duly

appointed attorney



Address:



Societe Generale, London Branch

SG House

41 Tower Hill

London, EC3N 4SG



Fax:



+44 20 7676 6661



)

)

)

)

)



Email: Mirela.kubicka@sgcib.com,

Muzaffar.Khalmirzaev@sgcib.com; and

par-oper-tsu-mm@sgcib.com

F.A.O.:



Mirela Kubicka and Muzaffar Khalmirzaev

42



/s/Christophe Roux



Exhibit 10.3



July 18, 2013

Kosmos Energy Ltd.

c/o Kosmos Energy, LLC

8176 Park Lane, Suite 500

Dallas, TX 75231

Attention: The Board of Directors

Re: Resignation



In connection with my anticipated retirement, this letter confirms my resignation as a member and Chairman of the Board of Directors of Kosmos

Energy Ltd. (the “ Company ”), to be effective upon the appointment of my successor as Chairman of the Board of Directors of the Company.

I confirm my support for the Board of Directors of the Company and the Company’s management team. My retirement/resignation is not the result of

any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.



Sincerely,



/s/ John R. Kemp

John R. Kemp



Exhibit 10.4



KOSMOS ENERGY LTD.

AMENDMENT NUMBER TWO

TO CONSULTING AGREEMENT



THIS AMENDMENT NUMBER TWO TO CONSULTING AGREEMENT (this “ Amendment ”), effective as of January 1, 2013 (the “ Effective

Date”), by and between Kosmos Energy Ltd., a company incorporated under the laws of Bermuda (“ Kosmos”), and John R. Kemp (“ Kemp”). Unless

specifically set forth otherwise, reference to the “parties” in this Amendment refers solely to Kosmos and Kemp.



WITNESSETH

WHEREAS, Kosmos and Kemp entered into a Consulting Agreement dated October 31, 2011 and amended effective as of January 1, 2012 (the

“Consulting Agreement ”) pursuant to which Kemp serves as a consultant to perform such services as Kosmos may reasonably request from time to time

during the term of the Consulting Agreement, in addition to his duties as a member of the Kosmos Board of Directors; and



WHEREAS, Kosmos and Kemp desire to amend certain provisions of the Consulting Agreement as set forth in this Amendment.



NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein and for other good and valuation

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:



1.



Capitalized Terms. All capitalized terms used but not defined in this Amendment shall have the same meaning as prescribed in the



Consulting Agreement.



2.



Amendment of Section 3 . Section 3 of the Consulting Agreement shall be amended by replacing the first sentence thereof in its entirety



with the following:



3. Compensation . As payment for Kemp’s fulfillment of the Consulting Services and covenants set forth in this Agreement, Kosmos shall pay

and provide to Kemp: (i) during the period beginning on January 1, 2013 and ending on the expiration or earlier termination of this Agreement, $61,000

per month payable in arrears; and (ii) an award of 12,000 restricted common shares of Kosmos, or a restricted share unit award with respect to 12,000

common shares of Kosmos, as determined by the Compensation Committee of the Board of Directors of Kosmos in its sole discretion, to be granted by

Kosmos to Kemp on the first day of each Renewal Term, if any, which award shall become 100% vested (and, in the case of an award of restricted share

units, 100% of the common shares underlying such award shall become issuable on or within 30 days after the date of such vesting) at the expiration of

each such Renewal Term (collectively, the “Compensation ”).



3.

Amendment of Section 4 . Section 4 of the Consulting Agreement shall be amended by deleting therefrom the phrase “in traveling from

Houston, Texas to Dallas, Texas.”

4.

Execution and Delivery . This Amendment may be executed in several counterparts, all of which will together constitute a single

agreement among the parties. Delivery by electronic transmission of an executed counterpart of the signature page to this Amendment shall be as effective as

delivery of a manually executed counterpart of this Amendment.



5.



No Other Amendments . Except as modified by this Amendment, all provisions of the Consulting Agreement shall continue in full force



and effect.



[Signature Page Follows]



IN WITNESS WHEREOF, the parties hereto have executed this Amendment or have caused this Amendment to be executed by their duly authorized

representatives to be effective as of the Effective Date.



KOSMOS ENERGY LTD.



By:



/s/ W. Greg Dunlevy

Name: W. Greg Dunlevy

Title: Executive Vice President and Chief Financial Officer



/s/ John R. Kemp

JOHN R. KEMP



Exhibit 10.5



KOSMOS ENERGY LTD.

AMENDMENT NUMBER THREE

TO CONSULTING AGREEMENT



THIS AMENDMENT NUMBER THREE TO CONSULTING AGREEMENT (this “ Amendment ”), dated effective as of October 1, 2013 (the

“Effective Date ”), by and between Kosmos Energy Ltd., a company incorporated under the laws of Bermuda (“ Kosmos”), and John R. Kemp (“Kemp”).

Unless specifically set forth otherwise, reference to the “ parties” in this Amendment refers solely to Kosmos and Kemp.



WITNESSETH

WHEREAS, Kosmos and Kemp entered into a Consulting Agreement dated October 31, 2011 and amended effective as of January 1, 2012 and

January 1, 2013 (collectively, the “ Consulting Agreement ”) pursuant to which Kemp serves as a consultant to perform such services as Kosmos may

reasonably request from time to time during the term of the Consulting Agreement, in addition to his duties as a member of the Kosmos Board of Directors;

and

WHEREAS, Kosmos and Kemp desire to amend certain provisions of the Consulting Agreement as set forth in this Amendment.



NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein and for other good and valuation

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:



1.



Capitalized Terms. All capitalized terms used but not defined in this Amendment shall have the same meaning as prescribed in the



Consulting Agreement.



2.

Amendment of Section 2. Effective as of the Effective Date, Section 2 of the Consulting Agreement shall be amended by replacing the

second sentence thereof in its entirety with the following:

“Thereafter, this Agreement shall automatically renew and continue for an indefinite period of time (such period of time is referred to in this

Agreement as the “Renewal Term”), unless and until on or after November 1, 2013 either party gives the other party written notice of termination

at least five (5) days in advance; provided, however, in no event shall the Renewal Term exceed twelve (12) months in duration.”



3.

Amendment of Section 3. Effective as of the Effective Date, Section 3 of the Consulting Agreement shall be amended by replacing the

first sentence thereof in its entirety with the following:

“3. Compensation. As payment for Kemp’s fulfillment of the Consulting Services and covenants set forth in this Agreement, each

month of the Renewal Term Kosmos shall pay and provide to Kemp: (i) $61,000 payable in arrears; and (ii) an award of 1,000 restricted common

shares of Kosmos, or a restricted share unit award with respect to 1,000 common shares of Kosmos, as determined by the Compensation

Committee of the Board of Directors of Kosmos in its sole discretion, to be granted by Kosmos to Kemp on the first day of each such month, if

any, which award shall become 100% vested (and, in the case of an award of restricted share units, 100% of the common shares underlying such

award shall become issuable on or within 30 days after the date of such vesting) at the expiration of the Renewal Term (collectively, the

“Compensation ”). In the event the Renewal Term is terminated prior to the end of a calendar month, the Compensation for such calendar month

shall be proportionately reduced based on the number of days remaining in such calendar month after the termination date, divided by the total

number of days in such calendar month.”



4.

Execution and Delivery. This Amendment may be executed in several counterparts, all of which will together constitute a single

agreement among the parties. Delivery by electronic transmission of an executed counterpart of the signature page to this Amendment shall be as effective as

delivery of a manually executed counterpart of this Amendment.



5.



No Other Amendments. Except as modified by this Amendment, all provisions of the Consulting Agreement shall continue in full



force and effect.



1



[Signature Page Follows]



2



IN WITNESS WHEREOF, the parties hereto have executed this Amendment or have caused this Amendment to be executed by their duly

authorized representatives to be effective as of the Effective Date.



KOSMOS ENERGY LTD.



By:

Name:

Title:

Date:



/s/ Jason E. Doughty

Jason E. Doughty

Senior Vice President, General Counsel and Secretary

8/29/2013



/s/ John R. Kemp

JOHN R. KEMP

Date:

3



8/29/2013



Exhibit 10.6



November 22, 2011

Darrell McKenna

5535 Memorial Drive, Suite F-455

Houston, Texas 77007



RE:



REVISED Offer of Employment (terminating all previous offers)



Dear Darrell,



On behalf of the Kosmos organization, I am pleased to extend an offer of employment to you with Kosmos Energy, LLC (“Kosmos Energy” or the

“Company”) as Chief Operating Officer. This letter serves to confirm our offer of employment to you including the following:

Compensation:



A salary of $20,833.33 per semi-monthly pay period (annualized to $500,000). Salary is paid on the 15th and last

day of each month. This position provides for an annual discretionary bonus that is targeted, based on market

comparisons, in the 75% range.



Signing Bonus:



A signing bonus of $600,000 will be paid in your first paycheck. Should you voluntarily terminate your employment

for any reason within the first 12 months of employment, you agree to reimburse Kosmos Energy for your signing

bonus.



Incentive Compensation:



Kosmos Energy, Ltd. will grant you participation in the Incentive Compensation Program (“Program”) with a face

value of five (5) times your base annual salary. The face value will be converted into participation in the Program by

calculation using Kosmos Energy, Ltd’s stock price on the first of the month following your start date. The Incentive

Compensation Award granted to you shall vest in accordance with the program’s standard four year vesting cycle and

will be based on a mix of a 50% time-vesting schedule and a 50% performance-vesting schedule. All terms and

conditions of the Incentive Compensation Award granted to you, including without limitation, the vesting schedules

and forfeiture restrictions, shall be subject to the provisions of the Long-Term Incentive Plan as well as the attached

form of Award Agreement(s) which have been incorporated into this Offer Letter by reference.



Vacation:



Based on your years of relevant industry-related work experience, Kosmos Energy offers you five (5) weeks of

annual vacation allowance.



Relocation:



The Company will pay or reimburse you for all reasonable and customary costs associated with moving your

household goods and effects to the Dallas/Fort Worth area, as indicated below:



·



The cost of packing and transporting standard furniture and personal effects belonging to you and members of

your immediate family will be covered.



·



We will pay/reimburse your one-way airfare for you and your immediate family from Australia to Dallas, Texas.



In addition to the above:



·



We will provide reasonable expenses, including travel, for up to five days for you and your family to attain

housing in the Dallas/Fort Worth area. This is a taxable item, but it will be grossed up.



·



We will pay/reimburse necessary transitional temporary housing (approved by the Company in advance) as you

relocate from your current residence to the Dallas/Fort Worth area for up to three (3) months. This is a taxable

item, but it will be grossed up.



·



We will pay you a one-time lump sum of $5,000 to cover miscellaneous expenses. Please be aware that this shall

be considered taxable income to you and will not be grossed up for federal income tax purposes.



·



Kosmos agrees to pay up to $25,000 to cover the loss on the sale of your two vehicles in Australia. This is a

taxable item and will not be grossed up for federal income tax purposes.



Other:



·



Spouse Assistance:



Should you voluntarily terminate your employment for any reason within the first 12 months of employment,

you agree to reimburse Kosmos Energy for the expenses incurred by the Company pursuant to the “Relocation”

section of this offer.



We will provide employment assistance through The MI Group for your spouse. This benefit covers items such as,



2



but not limited to, career counseling, employment search coaching, resume development, career development

workshops, etc. This benefit is to be commenced within 90 days of your move date to Dallas and should be

completed within 1 year.

Severance Program:



If you are terminated through no fault of your own or your position is eliminated and you are not offered a comparable

position in Dallas you will receive your current Base Annual Salary plus Estimated Bonus for 1 year. Additionally,

Kosmos will reimburse you the amount of COBRA payment to cover medical and dental health insurance for you and

your dependents for 1 year.



Benefits Program:



As a full-time regular employee of Kosmos Energy, you are entitled to participate in the Company benefit plans. For

the 2012 Plan Year, the company is paying 100% of the cost of these Employer Paid Plans. Kosmos retains the right

to change benefits and their costs at the Company’s sole discretion.



Holiday:



The Company’s office closes for nine of the nationally recognized, major U.S. holidays. Additionally, the company

provides employees the option to take two additional “floating” holidays of their choice.



Please be advised that your employment with Kosmos Energy will be at-will and nothing in this letter shall be deemed to be construed as a

contract for a term of employment.

We look forward to receiving a response from you within the next week. If you have any additional questions, please do not hesitate to call me at 214-445-



9606.

We believe Kosmos Energy is an outstanding organization with a capable, dedicated team and know you will be a valuable, enthusiastic addition.



Sincerely,

/s/ Brian Maxted

Brian Maxted

President & Chief Executive Officer

cc: Grace Weisberg

3



I agree to the terms of the employment set forth above. Furthermore, I represent to Kosmos Energy that I am not subject to any obligation or agreement (e.g., an

employment agreement or non-compete agreement) that would prevent me from becoming an employee of Kosmos Energy or that will adversely impact my

ability to perform my duties.



I also agree that the terms and conditions of my employment offer are confidential.



/s/ Darrell McKenna

Darrell McKenna



01/04/2012

Date



01/03/2012

Start Date

4



Exhibit 10.7



March 2, 2012

Ty Gaston

2309 Highlands Creek Road

Carrollton, Texas 75007



RE:



Offer of Employment - Revised



Dear Ty,

On behalf of the Kosmos organization, I am pleased to extend an offer of employment to you with Kosmos Energy, LLC (“Kosmos Energy” or the

“Company”) as Sr. Vice President, Global Human Resources, contingent on our background verification and proof of your identity and eligibility to work in

the United States. This letter serves to confirm our offer of employment to you including the following:

Compensation:



A salary of $10,416.67 per semi-monthly pay period (annualized to $250,000). Salary is paid on the 15th and

last day of each month. This position provides for an annual discretionary bonus that is targeted, based on

market comparisons, in the 50% range.



Signing Bonus:



A signing bonus of $100,000 will be paid in your first paycheck. Should you voluntarily terminate your

employment for any reason within the first 12 months of employment, you agree to reimburse Kosmos Energy for

your signing bonus.



Incentive Compensation:



Kosmos Energy, Ltd. will grant you participation in the Incentive Compensation Program (“Program”) with a face

value of two (2) times your base annual salary. The face value will be converted into participation in the Program

by calculation using Kosmos Energy, Ltd’s stock price at the date of approval of your award by the

Compensation Committee of the Board of Directors or their delegates (the “Committee”). The Incentive

Compensation Award granted to you shall vest in accordance with the program’s standard four year vesting cycle

and may be based on a mix of a time-vesting schedule and a performance-vesting schedule, as determined and

approved by the Committee, in their sole discretion, and as generally applied to Company’s employees. All terms

and conditions of the Incentive Compensation Award granted to you, including without limitation, the vesting

schedules and forfeiture restrictions, shall be subject to the provisions of the Program, as may be



amended from time to time.



Vacation:



Based on your years of relevant industry-related work experience, Kosmos Energy offers you four (4) weeks of

annual vacation allowance.



Severance Program:



If you are terminated through no fault of your own or your position is eliminated and you are not offered a

comparable position in Dallas you will receive your current Base Annual Salary plus Estimated Bonus for 1 year.

Additionally, Kosmos will reimburse you the amount of COBRA payment to cover medical and dental health

insurance for you and your dependents for 1 year.



Benefits Program:



As a full-time regular employee of Kosmos Energy, you are entitled to participate in the Company benefit plans.

For the 2012 Plan Year, the Company is paying 100% of the cost of these Employer Paid Plans. Kosmos retains

the right to change benefits and their costs at the Company’s sole discretion.



Holidays:



The Company’s office closes for nine of the nationally recognized, major U.S. holidays. Additionally, the

Company provides employees the option to take two additional “floating” holidays of their choice.



Please be advised that your employment with Kosmos Energy will be at-will and nothing in this letter shall be deemed to be construed as a

contract for a term of employment.

We look forward to receiving a response from you within the next week. If you have any additional questions, please do not hesitate to call me at 214-445-



9602.

We believe Kosmos Energy is an outstanding organization with a capable, dedicated team and know you will be a valuable, enthusiastic addition.



Sincerely,

/s/ Brian F. Maxted

Brian F. Maxted

President and Chief Executive Officer

cc: Grace Weisberg



2



I agree to the terms of the employment set forth above. Furthermore, I represent to Kosmos Energy that I am not subject to any obligation or agreement (e.g., an

employment agreement or non-compete agreement) that would prevent me from becoming an employee of Kosmos Energy or that will adversely impact my

ability to perform my duties.



I also agree that the terms and conditions of my employment offer are confidential.



Ty Gaston



Anticipated Start Date



Date

3



Exhibit 10.8



May 16, 2012

Paul Nobel



15243 SW 39 St.

Davie, FL 33331



RE:



Revised - Offer of Employment



Dear Paul,

On behalf of the Kosmos organization, I am pleased to extend an offer of employment to you with Kosmos Energy, LLC (“Kosmos Energy” or the

“Company”) as Senior Vice President and Chief Accounting Officer, contingent on our background verification and proof of your identity and eligibility to

work in the United States. This letter serves to confirm our offer of employment to you including the following:

Compensation:



A salary of $14,583.34 per semi-monthly pay period (annualized to $350,000). Salary is paid on the 15th and last

day of each month. This position provides for an annual discretionary bonus that is targeted, based on market

comparisons, in the 50% range. The first year of your target bonus will not be pro-rated.



Signing Bonus:



A signing bonus of $100,000 will be paid in your first paycheck. Should you voluntarily terminate your employment

for any reason within the first 12 months of employment, you agree to reimburse Kosmos Energy for your signing

bonus.



Retention Payments:



A $100,000 bonus will be paid on your first year anniversary date, if you are still actively employed by Kosmos

Energy at that time.



Incentive Compensation:



Kosmos Energy, Ltd, will grant you participation in the Incentive Compensation Program (“Program”) with a face

value of two and one-fourth (2.25) times your base annual salary. The face value will be converted into participation

in the Program by calculation using Kosmos Energy, Ltd’s stock price at the first business day of the month following

the latter of your start date with the Company or date of approval of your award by the Compensation Committee of



the Board of Directors or their delegates (the “Committee”).



The Incentive Compensation Award granted to you shall vest in accordance with the program’s standard four year

vesting cycle and will be a mix of 50% time vesting and 50% performance-vesting, as determined and approved by the

Committee, in their sole discretion, and as generally applied to Company’s employees. All terms and conditions of the

Incentive Compensation Award granted to you, including without limitation, the vesting schedules and forfeiture

restrictions, shall be subject to the provisions of the Program, as may be amended from time to time.

Vacation:



Based on your years of relevant work experience, Kosmos Energy offers you four (4) weeks of annual vacation

allowance.



Severance Program:



If you are terminated through no fault of your own or your position is eliminated and you are not offered a comparable

position in Dallas you will receive your current Base Annual Salary plus Target Bonus for 1 year. Additionally,

Kosmos will reimburse you the amount of COBRA payment to cover medical and dental health insurance for you and

your dependents for 1 year.



Transition to Dallas:



You will work from the Dallas Office Monday through Friday. Kosmos will cover the reasonable cost of your

transportation between Davie, FL and Dallas for a period of up to six (6) months and will provide you with reasonable

living accommodations in Dallas for a period of up to six (6) months, with an eye towards your relocation to Dallas.

You will be required to pay for other miscellaneous expenses not directly associated with transportation or living

accommodations. This is a taxable item, but it will be grossed up.



Relocation:



The Company will Pay or reimburse you for all reasonable and customary costs associated with moving your

household goods and effects to the Dallas/Fort Worth area, as indicated below:



·



The cost of packing and transporting standard furniture and personal effects belonging to you and members of

your immediate family will be covered.



·



We will reimburse mileage from your current residence



2



to the Dallas/Fort Worth area for 2 vehicles (at the current IRS rate per mile). If you choose to have your vehicles

transported by moving van, we will pay/reimburse your one-way airfare for you and your immediate family.



·



We will not cover the cost of transporting more than 2 vehicles and non-standard items such as boats, trailers,

recreational vehicles, pianos, and machinery.



In addition to the above:



·



We will provide reasonable expenses, including travel, for up to five days for you and your family to attain

housing in the Dallas/Fort Worth area. This is a taxable item, but it will be grossed up.



·



We will pay you a one-time lump sum of $5,000 to cover miscellaneous expenses. Please be aware that this shall

be considered taxable income to you and will not be grossed up for federal income tax purposes.



Also, should, you own a home in your current location, you may be eligible for either option A or B below, as

circumstances require and subject to pre-approval by the Company:

A. Existing Home Lease — Kosmos Energy will pay/reimburse you for monthly covered costs of your current

residence (after you and, if applicable, your family relocate to the Dallas/Fort Worth area). This will include out of

pocket ownership expense during any period in which your house is not leased, subject to a maximum of $3,000 per

month, and further subject to a maximum period of six (6) months. These payments shall be considered taxable

income to you but will not be grossed up for federal income tax purposes, Covered costs include the following

monthly expenses while the property is offered for lease but not leased and while unoccupied:



·

·

·

·



Interest charges (but not repayment of principal) on your mortgage

Pro-rated Property Taxes and mandatory Homeowners’ Association dues

Utilities required to be maintained including:

Electric

3



·

·

·

·

·

·



Gas

Water/sewage

Home security system

Trash pickup/removal fees or taxes

Yard maintenance services

An additional allowance for miscellaneous expenses of $100 per month



B. Existing Home Sale — Kosmos Energy will pay you a lump-sum amount of $50,000 in lieu of costs associated

with the sale of your existing home and the purchase/lease of a new residence in the Dallas/Fort Worth area, which

shall be considered taxable income to you but will not be grossed up for federal income tax purposes. You are required

to sell your existing home and either purchase or lease a home in the Dallas/Fort Worth area to receive this payment.

Other:



·



Should you voluntarily terminate your employment for any reason within the first 12 months of employment,

you agree to reimburse Kosmos Energy for the expenses incurred by the Company pursuant to the “Relocation”

section of this offer.



·



If, solely as a result of a “Change in Control” (as defined in the Long Term Incentive Plan of Kosmos Energy

Ltd. which would include certain sales or mergers), either:

(i) your employment with Kosmos Energy should terminate within the first 18 months of employment, OR

(ii) you are required to relocate to a location outside of the Dallas/Fort Worth area,



Kosmos Energy agrees to pay all reasonable and customary costs associated with moving your household goods and

effects back to your previous residential area.

Benefits Program:



As a full-time regular employee of Kosmos Energy, you are entitled to participate in the Company benefit plans. For

the 2012 Plan Year, the Company is paying 100% of the cost of these Employer Paid Plans. Kosmos retains the right

to

4



change benefits and their costs at the Company’s sole discretion.



Holidays:



The Company’s office closes for nine of the nationally recognized, major U.S. holidays. Additionally, the Company

provides employees the option to take two additional “floating” holidays of their choice.



Please be advised that your employment with Kosmos Energy will be at-will and nothing in this letter shall be deemed to be construed as a

contract for a term of employment.

We look forward to receiving a response from you within the next week. If you have any additional questions, please do not hesitate to call me at 214-445-



9631.

We believe Kosmos Energy is an outstanding organization with a capable, dedicated team and know you will be a valuable, enthusiastic addition.



Sincerely,

/s/ W. Greg Dunlevy

W. Greg Dunlevy

Chief Financial Officer

cc: Human Resources

I agree to the terms of the employment set forth above, Furthermore, I represent to Kosmos Energy that I am not subject to any obligation or agreement (e.g., an

employment agreement or non-compete agreement) that would prevent me from becoming an employee of Kosmos Energy or that will adversely impact my

ability to perform my duties.*



I also agree that the terms and conditions of my employment offer are confidential.



/s/ Paul Nobel

Paul Nobel



May 29, 2012



July 16, 2012



Date



Anticipated Start Date



* Discussed non-compete language contained within my Severance Agreement with World Fuel, as provided, with you and mutually concluded it should not

create an issue towards employment with Kosmos.



5



Exhibit 10.9



KOSMOS ENERGY LTD.

LONG TERM INCENTIVE PLAN

RSU Award Agreement

[Service Vesting — for Directors]

You have been granted a restricted share unit award (this “ Award”) on the following terms and subject to the provisions of Attachment A and the

Kosmos Energy Ltd. Long Term Incentive Plan (the “ Plan”). Unless defined in this Award agreement (including Attachment A, this “ Agreement”),

capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any

descriptive materials provided to you, the provisions of the Plan will prevail.



Participant



[Full name]



Number of RSUs



[· ] Restricted Share Units (the “ RSUs”)



Grant Date



[·]



Vesting



Subject to Section 3 of Attachment A, the RSUs shall vest on [insert applicable vesting date[s]] if the Participant

does not experience a Termination of Service at any time prior to [such] [the applicable] Vesting Date. [Further,

subject to Section 3 of Attachment A, if a Change in Control occurs, then the RSUs that have not vested

pursuant to the preceding sentence shall fully vest on such Change in Control.]



Attachment A

RSU Award Agreement

Terms and Conditions



Grant to: [Full name]

Section 1. Grant of RSU Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the

Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted

under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

Section 2. Issuance of RSUs.



(a)



Issuance. Each RSU shall represent the right to receive one Share upon the vesting of such RSU in accordance with this Agreement.



(b)

Voting Rights. The Participant shall have no voting rights with respect to the RSUs unless and until the Participant becomes the record

owner of the Shares, including Dividend Shares (as defined below) to the extent applicable, underlying such RSUs.

(c)

Dividend Equivalents. If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which

the Shares underlying RSUs are distributed to the Participant, the Participant shall be eligible to receive an amount equal to the amount of the dividend that the

Participant would have received had the Shares underlying the RSUs been distributed to the Participant as of the time at which such dividend is paid; it being

understood that no such amount shall be payable with respect to any RSUs that are forfeited. Such amount shall be paid to the Participant on the date on

which the Shares underlying the RSUs are distributed to the Participant in the same form (cash, Shares or other property) in which such dividend is paid to

holders of Shares generally. Any Shares that the Participant is eligible to receive pursuant to this Section 2 are referred to herein as “ Dividend Shares .”



(d)

Transferability. The RSUs shall not be assigned, sold, transferred or otherwise be subject to alienation by the Participant. Any

assignment, sale, transfer or other alienation with respect to the Shares issuable upon the vesting of the RSUs shall be in accordance with applicable securities

laws.

(e)

Withholding Requirements. The Company may withhold any tax (or other governmental obligation) that becomes due with respect to the

RSUs (or any dividend or distribution thereon), and the Participant shall make arrangements satisfactory to the Company to enable the Company to satisfy all

such withholding requirements. Notwithstanding the foregoing, the Committee, in its



2



sole discretion, may permit the Participant to satisfy any such withholding requirement by transferring to the Company pursuant to such procedures as the

Committee may require, effective as of the date on which such requirement arises, a number of vested Shares owned and designated by the Participant having

an aggregate Fair Market Value as of such date that is equal to the minimum amount required to be withheld. If the Committee permits the Participant to

satisfy any such withholding requirement pursuant to the preceding sentence, the Company shall remit to the Internal Revenue Service and appropriate state

and local revenue agencies, for the credit of the Participant, an amount of cash withholding equal to the Fair Market Value of the Shares transferred to the

Company as provided above.

Section 3. Accelerated Vesting, Forfeiture upon Termination of Service and Distribution.



(a)

Death or Disability. In the event of the Participant’s Termination of Service at any time due to the Participant’s death or Disability, the

RSUs shall fully vest as of the date of such Termination of Service.



(b)

For Any Other Reason . In the event of the Participant’s Termination of Service at any time under circumstances not described in Section

3(a), any unvested RSUs shall be forfeited in their entirety without any payment to the Participant or, in the Committee’s sole discretion, if required pursuant

to applicable law to effect such forfeiture, the Company may repurchase the RSUs at their par value.

(c)

Distribution on Vesting. Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall distribute

to the Participant, on or within 30 days after the date of such vesting, one Share for each such RSU and the number of Dividend Shares determined in

accordance with Section 2(c) of this Attachment A. Subject to any applicable Lock Up Agreement, on such distribution, such Shares (including Dividend

Shares) shall be fully assignable, saleable and transferable by the Participant, and the Company shall deliver such Shares to the Participant by transfer or

issuance to the Depository Trust Company for the benefit of the Participant or by delivery of a share certificate registered in the Participant’s name and such

transfer or issuance shall be evidenced in the register of members of the Company.

Section 4. Miscellaneous Provisions .



(a)

Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by

courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:

if to the Company, to:

3



Kosmos Energy Ltd.

c/o Kosmos Energy, LLC

8176 Park Lane, Suite 500

Dallas, Texas 75231

Attention: Assistant General Counsel

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices,

requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in

the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of

receipt.



(b)

Entire Agreement. This Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or

therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and

contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties

with respect to the subject matter hereof.

(c)

Amendment; Waiver. No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or

on behalf of the Company and the Participant, except that the Company may amend or modify this Agreement without the Participant’s consent in accordance

with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a

waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this

Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or

given.



(d)

Assignment . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable

by the Participant.

(e)

Successors and Assigns; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Company

and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is

intended to confer on any Person other than the Company and the Participant, and their

4



respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.



(f)

Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as

if the signatures thereto and hereto were upon the same instrument.

(g)

Participant Undertaking . The Participant agrees to take whatever additional action and execute whatever additional documents the

Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSUs

pursuant to the provisions of this Agreement.



(h)

Plan. The Participant acknowledges and understands that material definitions and provisions concerning the RSUs and the Participant’s

rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(i)

Dispute Resolution . If any dispute arising out of or relating to this Agreement or the Plan, or the breach thereof, cannot be settled through

negotiation, the parties agree first to try in good faith to settle such dispute by mediation administered by the American Arbitration Association under its

Commercial Mediation Rules. If the parties fail to settle such dispute within 30 days after the commencement of such mediation, such dispute shall be settled

by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the arbitral award rendered

may be entered in any court having jurisdiction thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.



KOSMOS ENERGY LTD.



By:

Name:

Title:



[Name of Participant]



5



Exhibit 10.10



KOSMOS ENERGY LTD.

LONG TERM INCENTIVE PLAN

RSU Award Agreement

[Service Vesting — for Employees]

You have been granted a restricted share unit award (this “ Award”) on the following terms and subject to the provisions of Attachment A and the

Kosmos Energy Ltd. Long Term Incentive Plan (the “ Plan”). Unless defined in this Award agreement (including Attachment A, this “ Agreement”),

capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any

descriptive materials provided to you, the provisions of the Plan will prevail.



Participant



[Full name]



Number of RSUs



[· ] Restricted Share Units (the “ RSUs”)



Grant Date



[· ]



Vesting



Subject to Section 3 of Attachment A, [insert applicable vesting date or schedule ] if the Participant does not

experience a Termination of Service at any time prior to the [applicable] vesting date. Further, subject to Section 3

of Attachment A, if a Change in Control occurs and the Participant does not experience a Termination of Service

from [insert applicable date] to the [ · ] anniversary of the date of such Change in Control, then the RSUs that

have not vested pursuant to the preceding sentence shall fully vest on such [ · ] anniversary.



Attachment A

RSU Award Agreement

Terms and Conditions



Grant to: [Full name]

Section 1. Grant of RSU Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the

Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted

under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

Section 2. Issuance of RSUs.

(a)



Issuance. Each RSU shall represent the right to receive one Share upon the vesting of such RSU in accordance with this Agreement.



(b)

Voting Rights. The Participant shall have no voting rights with respect to the RSUs unless and until the Participant becomes the record

owner of the Shares, including Dividend Shares (as defined below) to the extent applicable, underlying such RSUs.

(c)

Dividend Equivalents. If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which

the Shares underlying RSUs are distributed to the Participant, the Participant shall be eligible to receive an amount equal to the amount of the dividend that the

Participant would have received had the Shares underlying the RSUs been distributed to the Participant as of the time at which such dividend is paid; it being

understood that no such amount shall be payable with respect to any RSUs that are forfeited. Such amount shall be paid to the Participant on the date on

which the Shares underlying the RSUs are distributed to the Participant in the same form (cash, Shares or other property) in which such dividend is paid to

holders of Shares generally. Any Shares that the Participant is eligible to receive pursuant to this Section 2 are referred to herein as “ Dividend Shares .”



(d)

Transferability. The RSUs shall not be assigned, sold, transferred or otherwise be subject to alienation by the Participant. Any

assignment, sale, transfer or other alienation with respect to the Shares issuable upon the vesting of the RSUs shall be in accordance with applicable securities

laws.

(e)

Withholding Requirements. The Company may withhold any tax (or other governmental obligation) that becomes due with respect to the

RSUs (or any dividend or distribution thereon), and the Participant shall make arrangements satisfactory to the Company to enable the Company to satisfy all

such withholding requirements. Notwithstanding the foregoing, the Committee, in its sole discretion, may permit the Participant to satisfy any such

withholding



2



requirement by transferring to the Company pursuant to such procedures as the Committee may require, effective as of the date on which such requirement

arises, a number of vested Shares owned and designated by the Participant having an aggregate Fair Market Value as of such date that is equal to the

minimum amount required to be withheld. If the Committee permits the Participant to satisfy any such withholding requirement pursuant to the preceding

sentence, the Company shall remit to the Internal Revenue Service and appropriate state and local revenue agencies, for the credit of the Participant, an amount

of cash withholding equal to the Fair Market Value of the Shares transferred to the Company as provided above.

Section 3. Accelerated Vesting, Forfeiture upon Termination of Service and Distribution.

(a)

Death or Disability; without Cause or for Good Reason within One Year After a Change in Control . In the event of the Participant’s

Termination of Service (x) at any time due to the Participant’s death or Disability or (y) on the date upon which a Change in Control occurs or within one year

thereafter by the Company or any Affiliate without Cause or by the Participant for Good Reason, then, in any such case, the RSUs shall fully vest.



(b)

For Any Other Reason . In the event of the Participant’s Termination of Service at any time under circumstances not described in

Section 3(a), the RSUs shall be forfeited in their entirety without any payment to the Participant or, in the Committee’s sole discretion, if required pursuant to

applicable law to effect such forfeiture, the Company may repurchase the RSUs at their par value.

(c)

Distribution on Vesting. Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall distribute

to the Participant, on or within 30 days after the date of such vesting, one Share for each such RSU and the number of Dividend Shares determined in

accordance with Section 2(c) of this Attachment A. Subject to any applicable Lock Up Agreement, on such distribution, such Shares (including Dividend

Shares) shall be fully assignable, saleable and transferable by the Participant, and the Company shall deliver such Shares to the Participant by transfer or

issuance to the Depository Trust Company for the benefit of the Participant or by delivery of a share certificate registered in the Participant’s name and such

transfer or issuance shall be evidenced in the register of members of the Company.



Section 4. Miscellaneous Provisions .

(a)

Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by

courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:



if to the Company, to:

3



Kosmos Energy Ltd.

c/o Kosmos Energy, LLC

8176 Park Lane, Suite 500

Dallas, Texas 75231

Attention: Assistant General Counsel

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices,

requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in

the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of

receipt.

(b)

Entire Agreement. This Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or

therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and

contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties

with respect to the subject matter hereof.

(c)

Amendment; Waiver. No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or

on behalf of the Company and the Participant, except that the Company may amend or modify this Agreement without the Participant’s consent in accordance

with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a

waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this

Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or

given.



(d)

Assignment . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable

by the Participant.

(e)

Successors and Assigns; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Company

and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is

intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted

assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.



4



(f)

Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as

if the signatures thereto and hereto were upon the same instrument.

(g)

Participant Undertaking . The Participant agrees to take whatever additional action and execute whatever additional documents the

Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSUs

pursuant to the provisions of this Agreement.



(h)

Plan. The Participant acknowledges and understands that material definitions and provisions concerning the RSUs and the Participant’s

rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(i)

Dispute Resolution . If any dispute arising out of or relating to this Agreement or the Plan, or the breach thereof, cannot be settled through

negotiation, the parties agree first to try in good faith to settle such dispute by mediation administered by the American Arbitration Association under its

Commercial Mediation Rules. If the parties fail to settle such dispute within 30 days after the commencement of such mediation, such dispute shall be settled

by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the arbitral award rendered

may be entered in any court having jurisdiction thereof.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.



KOSMOS ENERGY LTD.



By:

Name:

Title:



[Name of Participant]



5



Exhibit 10.11



KOSMOS ENERGY LTD.

LONG TERM INCENTIVE PLAN

RSU Award Agreement

[Performance Vesting — for Employees]

You have been granted a restricted share unit award (this “ Award”) on the following terms and subject to the provisions of Attachments A and B

and the Kosmos Energy Ltd. Long Term Incentive Plan (the “ Plan”). Unless defined in this Award agreement (including Attachments A and B, this

“Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this

Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.



Participant



[Full name]



Number of RSUs



[· ] Restricted Share Units (the “ RSUs”), if 100% of the Performance Condition (as defined below) is satisfied

(the “Target RSUs”)



Grant Date



[·]



Vesting



Subject to Section 3 of Attachment A, the RSUs shall vest to the extent that both the applicable “Service

Condition” and the applicable “Performance Condition” (as such terms are defined below) with respect to

such RSUs are satisfied.



Service Condition



Subject to Section 3 of Attachment A, the “Service Condition ” shall be satisfied [insert applicable Service

Condition attainment schedule], in each case if the Participant does not experience a Termination of Service at

any time prior to the applicable anniversary date.



Performance Condition



Subject to Section 3 of Attachment A, the “Performance Condition ” shall be deemed satisfied with respect to

between 0% and 200% of the RSUs based on attainment of Relative TSR as of the End Date as detailed in

Attachment B.



Attachment A

RSU Award Agreement

Terms and Conditions



Grant to: [Full name]

Section 1. Grant of RSU Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the

Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A and in Attachment B.

This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

Section 2. Issuance of RSUs..

(a)

Issuance. Each RSU shall represent the right to receive up to 200% of a Share upon the vesting of such RSU as determined in accordance

with this Agreement.



(b)

Voting Rights. The Participant shall have no voting rights with respect to the RSUs unless and until the Participant becomes the record

owner of the Shares, including Dividend Shares (as defined below) to the extent applicable, underlying such RSUs.

(c)

Dividend Equivalents. If a dividend is paid on Shares during the period commencing on [insert Grant Date or, if earlier, the first day of

the month after the hire date] and ending on the date on which the Shares underlying RSUs are distributed to the Participant, the Participant shall be eligible to

receive an amount equal to the amount of the dividend that the Participant would have received had the Shares underlying the RSUs been distributed to the

Participant as of the time at which such dividend is paid; it being understood that no such amount shall be payable with respect to any RSUs that are

forfeited. Such amount shall be paid to the Participant on the date on which the Shares underlying the RSUs are distributed to the Participant in the same

form (cash, Shares or other property) in which such dividend is paid to holders of Shares generally. Any Shares that the Participant is eligible to receive

pursuant to this Section 2 are referred to herein as “ Dividend Shares .”



(d)

Transferability. The RSUs shall not be assigned, sold, transferred or otherwise be subject to alienation by the Participant. Any

assignment, sale, transfer or other alienation with respect to the Shares issuable upon the vesting of the RSUs shall be in accordance with applicable securities

laws.

(e)

Withholding Requirements. The Company may withhold any tax (or other governmental obligation) that becomes due with respect to the

RSUs (or any dividend or distribution thereon), and the Participant shall make arrangements



A-1



satisfactory to the Company to enable the Company to satisfy all such withholding requirements. Notwithstanding the foregoing, the Committee, in its sole

discretion, may permit the Participant to satisfy any such withholding requirement by transferring to the Company pursuant to such procedures as the

Committee may require, effective as of the date on which such requirement arises, a number of vested Shares owned and designated by the Participant having

an aggregate Fair Market Value as of such date that is equal to the minimum amount required to be withheld. If the Committee permits the Participant to

satisfy any such withholding requirement pursuant to the preceding sentence, the Company shall remit to the Internal Revenue Service and appropriate state

and local revenue agencies, for the credit of the Participant, an amount of cash withholding equal to the Fair Market Value of the Shares transferred to the

Company as provided above.

Section 3. Accelerated Vesting, Forfeiture and Distribution.

(a)



Termination of Service.



(i)

Death or Disability . In the event of the Participant’s Termination of Service at any time due to the Participant’s death or

Disability, the Service Condition shall be deemed fully satisfied as of such termination; provided that, if such termination occurs prior to the End

Date, then, subject to Section 3(b), the RSUs shall remain subject to the Performance Condition.



(ii)

Without Good Reason; without Cause or for Good Reason Not on or within One Year After a Change in Control . In the

event of the Participant’s Termination of Service (x) by the Participant without Good Reason at any time prior to the End Date or (y) by the Company

or any Affiliate without Cause or by the Participant for Good Reason at any time prior to the End Date and other than on or within one year after a

Change in Control, (A) the RSUs, if any, for which the applicable Service Condition is satisfied as of such termination shall remain subject to the

Performance Condition and (B) the RSUs, if any, for which the applicable Service Condition is not satisfied as of such termination shall be forfeited

in their entirety without any payment to the Participant or, in the Committee’s sole discretion, if required pursuant to applicable law to effect such

forfeiture, the Company may repurchase the RSUs at their par value.



(iii)

For Cause. In the event of the Participant’s Termination of Service at any time by the Company or any Affiliate for Cause, the

RSUs shall be forfeited in their entirety without any payment to the Participant or, in the Committee’s sole discretion, if required pursuant to

applicable law to effect such forfeiture, the Company may repurchase the RSUs at their par value.



A-2



(b)

Change in Control. In the event of a Change in Control, the Performance Condition shall be deemed satisfied at 100% as of the date of

such Change in Control and, following such Change in Control, (i) one-fourth of the Target RSUs will vest in the event that any of the first four anniversaries

of [insert applicable date] occurs during the first year after such Change in Control, if the Participant does not experience a Termination of Service at any time

prior to such anniversary, and (ii) all of the remaining Target RSUs will fully vest on the earlier of (x) the first anniversary of such Change in Control, if the

Participant does not experience a Termination of Service at any time prior to such anniversary, and (y) the Participant’s Termination of Service due to the

Participant’s death or Disability, by the Company or any Affiliate without Cause or by the Participant for Good Reason.

(c)

Distribution on Vesting. Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall distribute

to the Participant, on or within 30 days after the date of such vesting, a number of Shares for each such RSU determined in accordance with Attachment B

and, to the extent applicable, the number of Dividend Shares determined in accordance with Section 2(c) of this Attachment A. Subject to any applicable Lock

Up Agreement, on such distribution, such Shares (including Dividend Shares) shall be fully assignable, saleable and transferable by the Participant, and the

Company shall deliver such Shares to the Participant by transfer or issuance to the Depository Trust Company for the benefit of the Participant or by delivery

of a share certificate registered in the Participant’s name and such transfer or issuance shall be evidenced in the register of members of the Company.



(d)

Effect of Failure to Achieve Performance Condition . On the End Date, any of the RSUs for which the Performance Condition is not

satisfied as of such date shall be forfeited without any payment to the Participant or, in the Committee’s sole discretion, if required pursuant to applicable law

to effect such forfeiture, the Company may repurchase the RSUs at their par value.

Section 4. Miscellaneous Provisions .

(a)

Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by

courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:



if to the Company, to:



Kosmos Energy Ltd.

c/o Kosmos Energy, LLC

8176 Park Lane, Suite 500

Dallas, Texas 75231

Attention: Assistant General Counsel

A-3



if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices,

requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in

the place of receipt. Otherwise, any such notice, request or communication shall be deemed received on the next succeeding business day in the place of

receipt.

(b)

Entire Agreement. This Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or

therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and

contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties

with respect to the subject matter hereof.

(c)

Amendment; Waiver. No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or

on behalf of the Company and the Participant, except that the Company may amend or modify this Agreement without the Participant’s consent in accordance

with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a

waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this

Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or

given.



(d)

Assignment . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable

by the Participant.

(e)

Successors and Assigns; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Company

and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is

intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted

assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.



(f)

Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as

if the signatures thereto and hereto were upon the same instrument.

A-4



(g)

Participant Undertaking . The Participant agrees to take whatever additional action and execute whatever additional documents the

Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSUs

pursuant to the provisions of this Agreement.



(h)

Plan. The Participant acknowledges and understands that material definitions and provisions concerning the RSUs and the Participant’s

rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(i)

Dispute Resolution . If any dispute arising out of or relating to this Agreement or the Plan, or the breach thereof, cannot be settled through

negotiation, the parties agree first to try in good faith to settle such dispute by mediation administered by the American Arbitration Association under its

Commercial Mediation Rules. If the parties fail to settle such dispute within 30 days after the commencement of such mediation, such dispute shall be settled

by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the arbitral award rendered

may be entered in any court having jurisdiction thereof.



A-5



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.



KOSMOS ENERGY LTD.



By:

Name:

Title:



[Name of Participant]



A-6



Attachment B

Performance Condition



Section 1. Definitions . As used in this Attachment B, the following terms shall have the meanings set forth below:

(a)

“End Date ” means January 1 (or the first trading day after such date, if such date is not a trading day) of (i) the fourth year following the

Grant Year, if the Grant Date is any date before October 1 of such Grant Year, and (ii) the fifth year following the Grant Year, if the Grant Date is any date on

or after October 1 of such Grant Year.



(b)

“End Price ” with respect to a Share or a Peer Share means the average of the closing price of such Share or Peer Share on each of the 30

trading days ending with the End Date on the applicable Principal Exchange; provided that, if such Principal Exchange is a non-U.S. stock market or

exchange, each such closing price shall be converted to U.S. dollars at the applicable spot exchange rate as of such trading day; provided further that the

Committee shall adjust equitably the End Price with respect to such Share or Peer Share, as calculated in accordance with the preceding clause, to reflect any

corporate transaction or event set forth in Section 5(c) of the Plan that affects such Share or Peer Share if such adjustment is appropriate to prevent dilution or

enlargement of the benefits or potential benefits intended to be made available under this Award.

(c)



“Grant Year” means the year in which the Grant Date occurs.



(d)

“Peer” means any of the following companies whose shares are quoted or traded on the End Date on a Principal Exchange: Anadarko

Petroleum Corporation, Apache Corporation, BG Group plc, Cairn Energy plc, Cobalt International Energy, Inc., HRT Participacoes em Petroleo SA, Lundin

Petroleum AB, Nexen, Inc., Niko Resources Ltd., Noble Energy, Inc., OGX Petroleo e Gas Participacoes SA, Premier Oil plc and Tullow Oil plc.

(e)



“Peer Share” means the share of a Peer that is quoted or traded on a national securities exchange.



(f)

“Principal Exchange ” means the principal U.S. securities exchange or non-U.S. stock market or exchange on which a Share or Peer Share

is quoted or traded as of an applicable date. For the avoidance of doubt, a Share or Peer Share that is quoted or traded only over the counter shall not be

deemed to be quoted or traded on a Principal Exchange.

(g)

“Relative TSR” means the percentile ranking of the TSR of a Share in relation to the TSR of each of the Peers’ Shares, as calculated by

the Committee in good faith applying a reasonable statistical method.



B-1



(h)

“Start Date ” means January 1 (or the first trading day after such date, if such date is not a trading day) of (i) the Grant Year, if the

Grant Date is any date before October 1 of such Grant Year, and (ii) the year following the Grant Year, if the Grant Date is any date on or after October 1 of

such Grant Year.

(i)

“Start Price ” with respect to a Share or a Peer Share means the average of the closing price of such Share or Peer Share on each of the 30

trading days ending with the Start Date on the applicable Principal Exchange; provided that, if such Principal Exchange is a non-U.S. stock market or

exchange, such closing price shall be converted to U.S. dollars at the applicable spot exchange rate on such date; provided further that the Committee shall

adjust equitably the Start Price with respect to such Share or Peer Share, as calculated in accordance with the preceding clause, to reflect any corporate

transaction or event set forth in Section 5(c) of the Plan that affects such Share or Peer Share if such adjustment is appropriate to prevent dilution or

enlargement of the benefits or potential benefits intended to be made available under this Award.

(j)

“TSR” with respect to a Share or Peer Share means (i) the sum of (x) the End Price of such Share or Peer Share minus the Start Price of

such Share or Peer Share and (y) the aggregate amount of the dividends, if any, paid on such Share or Peer Share for any dividend record dates that occur

during the period beginning on the Start Date and ending on the End Date, divided by (ii) such Start Price.



Section 2. Performance Condition Attainment . (a) The following table sets forth the percentage of an RSU for which the Performance Condition

shall be deemed satisfied based on the attainment of Relative TSR indicated in the corresponding row of the table:

Performance

Condition

Attainment

(%)

200

100



Relative



TSR

(Percentile)



75 – 100

50

25

0 – 24.9



25

0



(b)

If Relative TSR equals or exceeds the 25 th percentile and is less than the 50 th percentile, the percentage of an RSU for which the

Performance Condition shall be deemed satisfied shall equal the sum of (i) 25 and (ii) the product of (x) 3 and (y) the amount of such excess. For purposes of

illustration only, if Relative TSR is the 35 th percentile, the percentage of an RSU for which the Performance Condition shall be deemed satisfied shall equal 55

(i.e., 25 + (3 x 10)).



B-2



(c)

If Relative TSR equals or exceeds the 50 th percentile and is less than the 75 th percentile, the percentage of an RSU for which the

Performance Condition shall be deemed satisfied shall equal the sum of (i) 100 and (ii) the product of (x) 4 and (y) the amount of such excess. For purposes of

illustration only, if Relative TSR is the 65 th percentile, the percentage of an RSU for which the Performance Condition shall be deemed satisfied shall equal

160 (i.e., 100 + (4 x 15)).



(d) For the avoidance of doubt, to the extent that the total number of Shares (including Dividend Shares, to the extent applicable) eligible to be

distributed to the Participant upon vesting of the RSUs pursuant to this Award would otherwise result in the issuance of a fractional Share, such fractional

Share shall be cancelled in exchange for a cash payment therefor.

B-3



Exhibit 10.12

PETROLEUM AGREEMENT

REGARDING

THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS



AMONG



OFFICE NATIONAL DES HYDROCARBURES ET DES MINES

“ONHYM”

ACTING ON BEHALF OF THE KINGDOM OF MOROCCO



AND

KOSMOS ENERGY DEEPWATER MOROCCO

“KOSMOS”



AND

CANAMENS ENERGY MOROCCO SARL

“CANAMENS”



IN THE AREA OF INTEREST NAMED

“ESSAOUIRA OFFSHORE”



1



THIS PETROLEUM AGREEMENT IS CONCLUDED

AMONG:



OFFICE NATIONAL DES HYDROCARBURES ET DES MINES , a public Moroccan establishment instituted by law n° 33-01 promulgated by dahir

n° 1-03-203 on the date of 16 Ramadan 1424 (November 11 th, 2003) and implemented by decree n°2-04-372 on the date of 16 Kaada 1425 (December 29 th,

2004), whose headquarter is at 5, Moulay Hassan Avenue B.P 99 - RABAT - MOROCCO, (hereinafter called “ ONHYM ”), acting on behalf of the

Kingdom of Morocco (hereinafter called “ the STATE”), herein represented by its General Director, Mme. Amina BENKHADRA ;



AND

KOSMOS ENERGY DEEPWATER MOROCCO HC, a Cayman Islands company, whose office is at 4th Floor, Century Yard, Cricket Square,

Hutchins Drive, Elgin Avenue, George Town, Grand Cayman KY1-1209, CAYMAN ISLANDS (hereinafter called “ KOSMOS ”), herein represented by its

Vice President, Mr. Joseph MATTHEWS;



AND

CANAMENS ENERGY MOROCCO SARL , a company incorporated under the laws of the Kingdom of Morocco, whose registered office is at Twin

Center Tour Ouest 16ème étage angle BD Zerktouni et Massira Khadra, CASABLANCA, MOROCCO, hereinafter referred to as “ CANAMENS ”, herein

represented by its Exploration Manager, Mr. Mike BILBO;

ONHYM , KOSMOS and CANAMENS will be hereinafter together called “ the Parties ” or individually the “ Party”.



KOSMOS and CANAMENS will collectively be hereinafter called the “ CONTRACTOR GROUP ”.



2



TABLE OF CONTENTS —



5



PREAMBLE



PART I

SCOPE AND DURATION OF THE PETROLEUM AGREEMENT



ARTICLE 1

ARTICLE 2



SCOPE OF THE PETROLEUM AGREEMENT

DURATION AND TERMINATION OF THE PETROLEUM AGREEMENT



7

8



PART II

EXPLORATION PERMITS AND WORK



ARTICLE 3

ARTICLE 4



EXPLORATION PERMITS

EXPLORATION WORK



10



12

PART III

EXPLOITATION CONCESSION(S)



ARTICLE 5

ARTICLE 6



18



HYDROCARBON EXPLOITATION

MARKET PRICE



20



PART IV



THE PARTIES’ OBLIGATIONS



ARTICLE 7

ARTICLE 8

ARTICLE 9

ARTICLE 10



APPLICABLE LAW

ADMINISTRATION CONTROL

PROFESSIONAL TRAINING

SAFETY AND ENVIRONMENT



24



25

26

27

PART V

FISCAL PROVISIONS



ARTICLE 11

ARTICLE 12

ARTICLE 13

ARTICLE 14

ARTICLE 15

ARTICLE 16



ANNUAL ROYALTY

CORPORATE INCOME TAX

CUSTOMS

FOREIGN EXCHANGE AND OTHER FISCAL PROVISIONS

BONUSES

STABILITY

3



29

31

32

33

34



35



PART VI

MISCELLANEOUS PROVISIONS



ARTICLE 17

ARTICLE 18

ARTICLE 19

ARTICLE 20

ARTICLE 21

ARTICLE 22

ARTICLE 23

ARTICLE 24

ARTICLE 25



TRANSFER OF PERCENTAGE INTERESTS

ASSOCIATION CONTRACT

THE OPERATOR

CONFIDENTIALITY

FORCE MAJEURE

ARBITRATION

NOTIFICATIONS

OTHER PROVISIONS

EFFECTIVE DATE



APPENDIX I



DEFINITIONS



49



APPENDIX II



MAP AND DESCRIPTION OF THE AREA OF INTEREST



54



APPENDIX III



LIST OF DELIVERABLES



57



37

38



39

40



42

43



45

47

48



4



PREAMBLE

Whereas, the law n°21-90, enacted by Dahir n°1-91-118 of 27 Ramadan 1412 (April 1 st, 1992) as amended by the law n°27-99, enacted by Dahir n°1-99340 of 9 Kaada 1420 (February 15 th, 2000), hereinafter together called the “ Law”, regulates the exploration for and the exploitation of Hydrocarbon deposits in

Morocco. The Law is implemented by the Decree n° 2-93-786 of 18 Joumada I 1414 (November 3 rd, 1993), which was amended by the Decree n° 2-99-210

of 9 Hija 1420 (March 16 th, 2000), hereinafter together called the “ Decree”. The Law and the Decree are hereinafter together called “ the Hydrocarbon Code ”;

Whereas, section 5 of the decree n° 2-04-372 of 16 Kaada 1425 (December 29 th, 2004) implementing the law n° 33-01 instituting the OFFICE NATIONAL

DES HYDROCARBURES ET DES MINES “ONHYM” , which stipulates that ONHYM is empowered to exercise on behalf of the STATE the duties

listed in Section 71 of the Law; and



Whereas KOSMOS and CANAMENS are willing to undertake their obligations under this Agreement on a joint and several basis, excluding, however, any

liabilities for taxes due for which the Parties shall be responsible on an individual basis;

Taking into account the joint willingness of the Parties to undertake and achieve the exploration for and the exploitation of Hydrocarbon deposits within the

Area of Interest as specified in Article 3 and described in Appendix II of this Agreement;



NOW THEREFORE, THE FOLLOWING HAS BEEN AGREED UPON AND RESOLVED:



5



PART I

SCOPE AND DURATION OF THE

PETROLEUM AGREEMENT



6



ARTICLE I

SCOPE OF THE PETROLEUM AGREEMENT

The purpose of this Agreement (of which the Appendices form part) is to specify the rights and obligations of the Parties resulting from the Exploration Permits

and any Exploitation Concession which might derive there from.



Definitions of various words, terms and phrases used in this Agreement are set forth in Appendix I of this Agreement.



7



ARTICLE 2

DURATION AND TERMINATION OF THE PETROLEUM AGREEMENT

This Agreement shall become effective in accordance with the provisions set forth in Article 25 and shall terminate in the following instances:



a)



If there is no Commercial Discovery of Hydrocarbons during the period of validity of any of the Exploration Permits referred to in Article 3;



b)



Upon expiration of the last producing Exploitation Concession obtained pursuant to Article 5, or upon final abandonment of the exploitation of all

Hydrocarbon deposits therein, occurring prior to the expiration of such Exploitation Concession;



c)



If CONTRACTOR GROUP elects to abandon entirely its entire collective Percentage Interest in the Exploration Permits and in the Exploitation

Concession(s) in accordance with the Hydrocarbon Code and this Agreement; or



d)



If the forfeiture of all of the Exploration Permits and/or all Exploitation Concessions obtained is pronounced in accordance with the Hydrocarbon

Code.



8



PART II

EXPLORATION PERMITS AND WORK



9



ARTICLE 3

EXPLORATION PERMITS

3.1



3.2



(a)



According to the Hydrocarbon Code, ONHYM, KOSMOS and CANAMENS have filed jointly with the appropriate department of the

Ministry in charge of Energy the applications for the Exploration Permits named “ESSAOUIRA OFFSHORE I”, “ESSAOUIRA

OFFSHORE II”, “ESSAOUIRA OFFSHORE III”, “ESSAOUIRA OFFSHORE IV”, “ESSAOUIRA OFFSHORE V”, “ESSAOUIRA

OFFSHORE VI” and “ESSAOUIRA OFFSHORE VII” more particularly described in Appendix II to this Agreement and which constitute

the Area of Interest named “ESSAOUIRA OFFSHORE”.



(b)



In accordance with the second paragraph of Section 4 of the Law, the Parties agree that their respective Percentage Interests in the

Exploration Permits to be granted to them by the Minister in charge of Energy shall be:



KOSMOS



37.5%



CANAMENS



37.5%



ONHYM



25%



Each Exploration Permit is specified by its geographic co-ordinates in Appendix II to this Agreement.



The Exploration Permits together cover an initial area of approximately 11,730.8 km².

3.3



Each of the Exploration Permits shall have an overall duration of eight (8) years comprising:

(a)



an Initial Period of two and a half (2.5) years;



(b)



a First Extension Period of three (3) years;



(c)



a Second Extension Period of two and a half (2.5) years; and,



(d)



notwithstanding the terms of this Article 3.3, if Hydrocarbons are discovered during the last year of validity of the Second Extension Period

of the Exploration Permits, the Parties shall have the right to apply jointly for the exceptional period as mentioned in Section 24 of the Law.

10



3.4



Applications for the extension of the Exploration Permits as well as the reduction in surface areas will be made in accordance with Sections 22 and

24 of the Law, and with Sections 10, 14, 15 and 16 of the Decree and Article 4.2 of this Agreement.



3.5



The partial or total abandonment of any of the Exploration Permits will be effected according to the Hydrocarbon Code.



3.6



The Parties agree that in the case where a Natural Gas discovery is made during the validity period, but the commerciality of such discovery cannot

be declared due to the non-conclusion of one or more sales contract(s) of this Natural Gas, the Parties shall file at the end of the validity period with

the appropriate department of the Ministry in charge of Energy applications for one or more exploration permits covering the area(s) where the

discovery(ies) is(are) located. The exploration permit application(s) shall set out the minimum exploration work program which shall consist of

evaluation and feasibility study(ies) of the said Natural Gas discovery(ies). In accordance with Section 4 of the Law, the Parties shall sign a

petroleum agreement in respect of the said exploration permit or exploration permits the provisions of which, with the exception of the minimum

exploration work program, shall be in accordance with this Petroleum Agreement.



11



ARTICLE 4

EXPLORATION WORK

4.1



Exploration Work shall mean all exploration and appraisal studies and operations in order to establish the existence of Hydrocarbons in

commercially exploitable quantities, conducted in or in relation to the Area of Interest, either within the Exploration Permits or the Exploitation

Concession(s), whether these activities are carried out within or outside Morocco.

Exploration Work includes but is not limited to the following:



·



hydrographic, geodesic, meteorological and topographic studies and surveys, if these operations are necessary for the Exploration Work and,

in the case of appraisal, operations to determine the limits and the productive capacity of a Hydrocarbon deposit in order to help in making a

decision whether or not to develop such Hydrocarbon deposit;



·



geological and geophysical studies and surveys;



·



studies and surveys aimed at determining the locations of Exploration Wells and Appraisal Wells;



·



drilling operations regarding Exploration Wells and Appraisal Wells; and



·



tests and studies for the evaluation of reservoirs.



4.2



During the validity period of the Exploration Permits, CONTRACTOR GROUP agrees to perform the following Minimum Exploration Work

Programmes and to devote sufficient funding thereto under the conditions and schedule set forth below:



4.2.1



Initial Period of two and a half (2.5) years,

(a)



CONTRACTOR GROUP commits, during the Initial Period to carry out the following Minimum Exploration Work Program:



1)



Reinterpretation of all existing 2D Seismic in the Area of Interest and integration of same with satellite gravity;



2)



Development of Cretaceous and Jurassic reservoir models and integration with onshore geological work;



3)



Evaluation of Jurassic and Cretaceous source rock and modeling of thermal maturity;



4)



Description of a structural and depositional model for the basin;



12



5)

6)



Decision by CONRACTOR GROUP on location of 3D Seismic;



Acquisition, processing and interpretation of 1,000 km 2 of 3D Seismic and subsequent integration with block-wide

interpretation; processing to include full pre-stack depth migration of new 3D Seismic if located in salt basin;



7)



Special geophysical studies including AVO analysis over key prospects; and



8)



Risking and ranking of prospects.



The estimated cost of such Minimum Exploration Work Program is seven million US Dollars (US$ 7,000,000).



4.2.2



(b)



After having completed the Minimum Exploration Work Program referred to in paragraph (a) above or subject to making the payment

required in respect thereof pursuant to Articles 4.2.4 and 4.2.6, CONTRACTOR GROUP shall notify ONHYM of its intention to

abandon all its interest in the Exploration Permits, or of its intention to enter into the First Extension Period.



(a)



If CONTRACTOR GROUP decides, pursuant to Section 15 of the Decree, to enter into the First Extension Period of three (3) years

duration from the end of the Initial Period, CONTRACTOR GROUP will be committed to carry out the following Minimum Exploration

Work Program:



1)

2)



Drilling of an exploration well to a minimum depth of two thousand and five hundred (2,500) meters below seabed or to the

Cretaceous objective, whichever is penetrated first; and

Evaluation of the results of such exploration well.



The estimated cost of such Minimum Exploration Work Program is thirty million US Dollars (US$ 30,000,000).



4.2.3



(b)



After having completed the Minimum Exploration Work Program referred to in paragraph (a) above, or subject to making the payment

required in respect thereof pursuant to Articles 4.2.4 and 4.2.6, CONTRACTOR GROUP shall notify ONHYM of its intention to

abandon all its interest in the Exploration Permits, or of its intention to enter into the Second Extension Period.



(a)



If CONTRACTOR GROUP decides, pursuant to Section 15 of the Decree, to enter into the Second Extension Period of two and a half

(2.5) years duration from the end of the First Extension Period, CONTRACTOR



13



GROUP will be committed to carry out the following Minimum Exploration Work Program:



1)

2)



Drilling of two wells to a minimum depth of two thousand and five hundred (2,500) meters below seabed or the Cretaceous

objective, whichever is penetrated first; and



Evaluation of the results of such two wells.



The estimated cost of such Minimum Exploration Work Program is sixty million US Dollars (US$ 60,000,000)

(b)



4.2.4



After having completed the Minimum Exploration Work Program referred to in paragraph (a) above, or subject to making the payment

requested in respect thereof pursuant to Articles 4.2.4 and 4.2.6, CONTRACTOR GROUP shall notify ONHYM of its intention to

abandon all its interest in the Exploration Permits.



Operator shall provide ONHYM with irrevocable Bank Guarantees acceptable to ONHYM in order to secure the completion of the Minimum

Exploration Work Programs set out in Articles 4.2.1, 4.2.2 and 4.2.3 as follows:

(a)



No later than the date of signature of this Agreement, Operator shall provide a Bank Guarantee in the amount of two million US Dollars

(US$ 2,000,000) to guarantee the fulfilment of the Minimum Exploration Work Program for the Initial Period of Article 4.2.1(a). The

amount of the Bank Guarantee will be reduced to one million US Dollars (US$ 1,000,000) at the remittance by the Operator of the field

tapes and support data from the 1,000 km 2 3D Seismic. Another five hundred thousand US Dollars (US$ 500,000) will be released at the

remittance of the processed 3D Seismic. The outstanding amount of five hundred thousand US Dollars (US$ 500,000) will be released at

the remittance by Operator of all the reports deriving from the Minimum Exploration Work Program for the Initial Period.



(b)



Each time CONTRACTOR GROUP decides to enter into an Extension Period pursuant to Articles 4.2.2 and 4.2.3, at the time of such

application Operator shall provide a Bank Guarantee in the amount of five million US Dollars (US$ 5,000,000) in addition to the drilling

contract of the committed well. In the event Operator does not provide the drilling contract, the amount of the Bank Guarantee will be

twelve million US Dollars (US$ 12,000,000). The Bank Guarantee, as stated in this paragraph, will be put in place in order to guarantee

the fulfilment of the Minimum Work Programs set out in Articles 4.2.2(a) and 4.2.3(a) respectively.

14



4.2.5



Operator shall notify ONHYM when CONTRACTOR GROUP has completed the Exploration Work in a Minimum Exploration Work Program

for any Exploration Period, and ONHYM shall give, if the Bank Guarantee is due to be released pursuant to Article 4.2.4, within fifteen (15) days of

such notice, a notification to the Bank to release the Bank Guarantee or notify CONTRACTOR GROUP that it disagrees that such Minimum

Exploration Work Program has been completed. The Bank Guarantee shall be released at the expiry date of the relevant expiry date in Article 4.2.4,

unless a payment is due under Article 4.2.6, in which case the Bank Guarantee will be released when such payment is made.



4.2.6



It is the intention of the Parties that the Exploration Work set out in the Minimum Exploration Work Programs shall be carried out by

CONTRACTOR GROUP as a minimum commitment. However, if for any reason other than Force Majeure, or technical difficulties, as described

below, CONTRACTOR GROUP has not completed the Minimum Exploration Work Program for a particular Exploration Period to which it is

committed under Articles 4.2.1, 4.2.2 or 4.2.3, CONTRACTOR GROUP will pay an amount equal to the estimated costs provided in Articles

4.2.1, 4.2.2, and 4.2.3 for the applicable period. In the event of technical difficulties, including but not limited to encountering impenetrable

substances, high pressures, wellbore instability, mechanical failures, unsafe conditions or other conditions, which CONTRACTOR GROUP is

not able to overcome using good and prudent oil field practices, and such technical difficulties prevent Operator from fulfilling the Minimum

Exploration Work Program, Operator may cease operations and will be deemed to have fulfilled the Minimum Exploration Work Program.



Furthermore, if and insofar as any Exploration Work in the Minimum Exploration Work Programs detailed in Articles 4.2.2 and 4.2.3 above which

has already been carried out by CONRACTOR GROUP prior to the commencement of any of the Extension Periods, such Exploration Work may

be credited for the purposes of Articles 4.2.2 and 4.2.3 above.



Nevertheless, if and insofar as CONTRACTOR GROUP , has already carried out the Exploration Work as set out in Articles 4.2.2. and 4.2.3.

above prior to the commencement of any of the Extension Periods and if CONTRACTOR GROUP decides to enter into the following Extension

Period, CONTRACTOR GROUP and ONHYM will file an application to enter into the first Extension Period, and/or the Second Extension Period

together with the Minimum Exploration Work Program which will be conducted within the Area of interest during such Extension Period.



15



4.2.7



Subject to Article 4.2.6, it is understood and expressly agreed that it is the performance of the Minimum Exploration Work Program and not the

expenditures associated with the estimated cost thereof which shall determine CONTRACTOR GROUP ’s compliance with this Agreement.

Performance of the Minimum Exploration Work Program shall be deemed to constitute the fulfillment of all obligations related to payment of the

estimated costs provided in Articles 4.2.1, 4.2.2, and 4.2.3 for the applicable period. Notwithstanding the provisions of Article 3.1, all costs incurred

in carrying out Exploration Work shall be borne entirely by CONTRACTOR GROUP , without any obligation for ONHYM to provide any

reimbursement.



4.2.8



Furthermore, ONHYM has the right to control and audit expenditures relating to Exploration Works incurred by CONTRACTOR GROUP during

the Initial Validity Period and any Extension Period in order to control the fulfillment of the Minimum Exploration Work Program.



4.3



The income from the Hydrocarbons produced by CONTRACTOR GROUP during Testing performed prior to the application for the relevant

Exploitation Concession being filed by the Parties, shall, following recovery by CONTRACTOR GROUP of the costs incurred in the performance

of the Operations relating to such Testing, be shared by the Parties pro rata to their respective Participating Interests as defined in Article 5.2 below.



16



PART III

EXPLOITATION CONCESSION(S)



17



ARTICLE 5

HYDROCARBON EXPLOITATION



5.1



In accordance with the provisions of Section 27 of the Law, the discovery of a commercially exploitable Hydrocarbon deposit shall give the Parties

the right to obtain, at their request, an Exploitation Concession covering all of the area of said deposit. The maximum duration of the Exploitation

Concession shall be twenty-five (25) years. However, one single exceptional extension, not to exceed ten (10) years, may be granted, upon joint

application by the Parties if the rational and economic exploitation of the deposit so justifies; ONHYM and CONTRACTOR GROUP shall jointly

apply the procedure to obtain the aforementioned exceptional extension.



5.2



Subject to any assignment in accordance with Article 17, the indivisible Percentage Interest of the Parties in each of the Exploitation

Concession(s) shall be:



KOSMOS



37.5%



CANAMENS



37.5%



ONHYM



25%



5.3



Expenses for Development and Exploitation Work in respect of a Hydrocarbons deposit, incurred after the declaration made in accordance with the

provisions of the Hydrocarbon Code and the Association Contract that such deposit contains commercially exploitable quantities, shall be funded by

the Parties in proportion to their respective Percentage Interests. However ONHYM shall not be required to commence the payment of its share of such

expenses until the effective date of the relevant Exploitation Concession.



5.4



The Parties, each being the sole owner at the point of production of their respective Percentage Interest shares in the Hydrocarbons produced from the

Exploitation Concession(s), shall each have the right to take, dispose of and separately sell their share of Available Crude Oil and Available Natural

Gas.



Not later than 90 days before commencement of production from the Exploitation Concession, the Parties shall sign an agreement (the “Lifting

Agreement”) the terms of which shall govern and facilitate the separate lifting of Crude Oil by the Parties. The Lifting Agreement shall detail, inter

alia, terms relating to each Party’s share in the Crude Oil, the timetable for lifting nominations by the Parties, under/overlift provisions, cargo

procedures, vessel capacity acceptance procedures and failure to lift provisions.



18



In accordance with Section 41 of the Law, CONTRACTOR GROUP must, before contemplating export of its share of production of Available

Crude Oil, contribute to the needs of the local market of Morocco. The price of the sold Available Crude Oil in the domestic market shall be the

Market Price as determined pursuant to Article 6. The portion so required to be sold by CONTRACTOR GROUP in any calendar year shall not

(unless otherwise agreed between the Parties) exceed the lesser of the quantities determined according to the following ratios: either twenty percent

(20%) of CONTRACTOR GROUP ’s share of Available Crude Oil or CONTRACTOR GROUP ’s share of the domestic market deficit as

measured by the ratio of CONTRACTOR GROUP ’s share of Available Crude Oil to the total production of Crude Oil under all petroleum

agreements concluded in Morocco.



5.5



In the case of Natural Gas, the Parties will use their best endeavors to find domestic and foreign markets for such Natural Gas.

If the Parties agree that the quantity of Natural Gas discovered requires the construction of export facilities, in addition to domestic market facilities,

the Parties shall determine, after having informed the STATE, respective quantities to be reserved for the domestic market and for export customers

having entered into long-term contracts. ONHYM shall use its best endeavors to assist CONTRACTOR GROUP to obtain all necessary licenses

and authorisations for the construction of such facilities.



19



ARTICLE 6

MARKET PRICE



6.1

6.2



The Market Price in Dollars as determined in accordance with this Article 6 shall be used for the calculation of the royalty in cash and of the

corporate tax pursuant to Section 46 of the Law.

The Market Price for Crude Oil shall be determined each Quarter for each of the Parties, as follows:

(a)



Except in the case of sales of Crude Oil which do not meet the conditions set out below in Article 6.2(b) or which are excluded by

Article 6.5, the Market Price shall be the actual price received by the Party in question for sales of Crude Oil in the relevant period. Market

Price shall be determined separately for each type of Crude Oil or Crude Oil blend and for each place of loading.



Such actual prices shall be adjusted to the price per Barrel, F.O.B. place of loading in Morocco.

(b)



Actual prices shall only be used if they are obtained from customers who generally purchase on a regular basis pursuant to purchase

contracts contemplating liftings over a period of at least ninety (90) days or from spot sales under arms length transactions, including

contracts notified under Article 6.2(c).



(c)



If Crude Oil is to be sold by a Party under a long term contract with its Affiliate at a price based on the published prices of Crude Oil on

the international market, adjusted in particular to account for differences in quality and transport, then such Party shall submit a copy of

the contract to the appropriate department of the STATE.



6.3



If, during a given Quarter, a Party has made Crude Oil sales that do not fall under Article 6.2, the price to be applied to such sales shall be the

Market Price per barrel determined in accordance with Article 6.2 for the sales of said Party.



6.4



If there are no sales of Crude Oil within a Quarter by a Party which fall within Article 6.2, then the Market Price for the Party concerned will be

determined by agreement between the appropriate departments of the STATE and such Party.



Such Market Price shall be based upon weighted average sales prices in Dollars in the past preceding Quarter of a basket of leading types of Crude

Oils produced in major Crude Oil producing countries in the Arabian-Persian Gulf, Mediterranean, or in Africa, which are quoted and regularly sold

on the open

20



market. The composition and weighting of the said basket shall be agreed between the STATE and the Party(ies) concerned, and may be adjusted to

reflect the individual characteristics of the particular Crude Oil or Crude Oil blend produced, taking into consideration positive or negative

adjustments generally applied in the international petroleum industry (corrections for quality, transportation, etc.). The intent of this provision is to

determine the Market Price in foreign currency that is obtainable generally in arms-length transactions, on the open market from customers regularly

purchasing on competitive commercial terms.



In determining the Market Price of Crude Oil produced under this Agreement pursuant to this Article 6.4, the STATE and the Party(ies) shall

consider all available relevant data, including the weighted average actual prices, F.O.B. (INCOTERMS 2000 by the International Chamber of

Commerce — I.C.C. and its future updates), exclusive of any marketing fee, of any export sales by the Parties or by their Affiliates to third parties

that are non-Affiliates.



6.5



6.6



Prices of the following types of sales shall not be considered in fixing Market Price:

(i)



Sales, whether direct or indirect, through brokers or otherwise, by any Party to any Affiliate of such Party, unless such sales are under a

contract submitted to the STATE under Article 6.2(c) (except where the STATE has notified the Party, giving its reasons, within sixty (60)

days of submission, that it is not satisfied with the terms of such contract submitted under Article 6.2(c), because it does not agree on the

Fair Value of the price for such contract).



(ii)



Sales involving a quid pro quo other than payment in a foreign currency or motivated in whole or in part by considerations other than the

usual economic incentives for arms-length Crude Oil sales, for example, sales influenced by or involving special dealings, relations between

governments or barter transactions.



If the STATE and the relevant Party fail to agree under Article 6.4 on Market Price for any Crude Oil for any Quarter by at least fifteen (15) days

after the end of that Quarter, either of them, with notice to the other, may submit, for determination by a single arbitrator designated by the

International Center of Technical Expertise of the International Chamber of Commerce (I.C.C.), the question, what single price per Barrel, in the

arbitrator’s judgment, performed under I.C.C. rules and procedures, best represents the Market Price of that Crude Oil for the pertinent Quarter.

If the STATE does notify a Party that it is not satisfied that the price under a contract submitted under Article 6.2(c) is Fair Value, the question of

whether the



21



price under the contract is Fair Value may be submitted for arbitration on the same basis as set out in the above paragraph.



The arbitrator’s decision shall be final and binding on the STATE and the Parties. For the purpose of arbitration under this Article 6.6, the

provisions of Articles 22.4 to 22.7 inclusive shall apply.



6.7



Market Price for Natural Gas shall be determined by applying, when applicable, the same general principles as those enumerated above for the

determination of the Market Price of Crude Oil, in respect of export sales of Natural Gas. In the case of domestic sales, the Market Price shall be the

price received.



6.8



The Parties agree that for the determination of royalties payable pursuant to Article 11, the Market Price fixed according to the above provisions shall

be adjusted by the deduction of all processing and transportation costs as well as sales costs incurred to deliver such Hydrocarbons to the purchaser.



22



PART IV

THE PARTIES’ OBLIGATIONS

23



ARTICLE 7

APPLICABLE LAW



7.1



Exploration Work and Development and Exploitation Work in the Area of Interest shall be performed in conformity with the provisions of this

Agreement, executed according to the Hydrocarbon Code, and with the laws and regulations of Morocco in force on the date of signature.



7.2



This Agreement shall be governed and interpreted in conformity with Moroccan Law in accordance with Section 33 of the Law. Without prejudice to

the foregoing, the principles and customs of the international petroleum industry may be applied in the interpretation of this Agreement.

24



ARTICLE 8

ADMINISTRATION CONTROL AND ASSISTANCE



8.1



The Parties shall be bound by the control procedures set out by the Hydrocarbon Code for all their activities relating to Exploration Works and to

Development and Exploitation Works.



8.2



ONHYM shall provide the appropriate assistance to the Operator to enable it to obtain any necessary authorisations and approvals required for the

Performance of Exploration Works under the Exploration Permits.



8.3



ONHYM shall give all necessary assistance to the Parties applying for an Exploitation Concession, to obtain any authorisations or approvals

required for the construction of facilities and pipelines to exploit the Hydrocarbon discovery within the Exploitation Concession, as well as those

required for the construction of such facilities necessary for Development Works located outside the boundaries of the Exploitation Concession but

within the jurisdiction of Morocco.



25



ARTICLE 9

PROFESSIONAL TRAINING



9.1



CONTRACTOR GROUP shall contribute to the training of ONHYM ’s staff and technicians up to fifty thousand US Dollars (US$ 50,000) for

each twelve (12) Month period during the entire duration of this Agreement. The annual contribution to training shall be increased by twenty-five

thousand US Dollars (US$ 25,000) each time an Exploitation Concession is granted, not to exceed a total annual amount of one hundred thousand

US Dollars (US$100,000).



9.2



On abandonment of the Exploration Permits or Exploitation Concession(s) CONTRACTOR GROUP shall pay to ONHYM an amount in respect

of training as set out in Article 9.1 of this Agreement accrued on a pro rata basis to the effective date of abandonment and not yet paid.



9.3



Pursuant to Article 47 of the Law, all training expenses incurred by CONTRACTOR GROUP in accordance with Article 9.1 of this Agreement

shall be considered as costs of exploration or exploitation in relation to the Exploration Permits or Exploitation Concession(s), as the case may be.



26



ARTICLE 10

SAFETY AND ENVIRONMENT

The Parties shall conduct all Exploration Works and the Development and Exploitation Works according to the rules relating to safety and the protection of the

environment in conformity with Section 38 of the Law as well as Sections 32 and 33 of the Decree.



27



PART V

FISCAL PROVISIONS



28



ARTICLE 11

ANNUAL ROYALTY



11.1



Each of the Parties shall pay the STATE an annual royalty on the value of its Percentage Interest of the Available Crude Oil and Available Natural

Gas produced from each Exploitation Concession at the following rates:

(a)



Exploitation Concession located onshore or offshore at a water depth less than or equal to 200 meters

Crude Oil

The production of the first 300,000 tons from an Exploitation Concession is exempt from the payment of royalty. Any production in excess

of 300,000 tons from an Exploitation Concession shall be subject to royalty at the rate of ten percent (10%).



Natural Gas

The production of the first 300 million cubic meters from an Exploitation Concession is exempt from the payment of royalty. Any

production in excess of 300 million cubic meters from an Exploitation Concession shall be subject to royalty at the rate of five percent (5%).

(b)



Exploitation Concession located offshore at a water depth of more than 200 meters

Crude Oil

The production of the first 500,000 tons from an Exploitation Concession is exempt from the payment of royalty. Any production in excess

of 500,000 tons from an Exploitation Concession shall be subject to royalty at the rate of seven percent (7%).



Natural Gas

The production of the first 500 million cubic meters from an Exploitation Concession is exempt from the payment of royalty. Any

production in excess of 500 million cubic meters from an Exploitation Concession shall be subject to royalty at the rate of three-and-a-half

percent (3.5%).



11.2



Payment of the annual royalty shall be made by the Parties as follows:



11.2.1



In respect of Natural Gas produced from any Exploitation Concession, royalty shall be paid to the STATE in cash, unless the STATE decides one

year in



29



advance, by so notifying each of the Parties, to be paid in kind, in the point of production, for such Exploitation Concession.

In the case of Crude Oil, the STATE reserves the right to be paid royalties in cash or in kind in the point of production. Any decision by the

STATE to modify its choice of payment in respect of Crude Oil must be communicated to each of the Parties in writing at least six (6) Months prior

to the effective date of such a change.



11.2.2



In respect of any royalties to be paid to the STATE in cash, on or before 31 st of July and 31 st of January of each calendar year, each of the Parties

shall pay the STATE on account of the annual royalty for the six Month periods ending 30 th June and 31 st December of the calendar year in question,

in respect of the sales of Available Crude Oil or Available Natural Gas produced from each of the Exploitation Concession(s) during such six Month

period.



The amount of such payments shall be estimated by each of the Parties by utilizing the appropriate Market Prices for royalty calculations for Crude

Oil and/or Natural Gas in effect during the Quarters to which such payment relates as determined pursuant to Article 6.



11.2.3



Within ninety (90) days following the end of each calendar year, each of the Parties shall submit to the STATE the final annual royalty declaration.

In the case of payment of royalty in cash, the Parties shall then settle the difference between the actual amounts due and the sum of the estimated

payments made for the calendar year in question.

If the sum of the estimated payments made is greater than the final amount due, the difference shall be carried forward as a credit to the annual

royalty for the next calendar year, and shall be deducted from the next payment(s) to be made.

30



ARTICLE 12

CORPORATE INCOME TAX



12.1.



In accordance with article 5 of the “Code Général des Impôts” instituted by finance law n° 43-06 for the 2007 financial year, promulgated by dahir

n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008 financial year, by finance law n° 40-08 for

the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10 for the 2011 financial year, and in

accordance with Sections 46, 47, 48 and 49 of the Law, each of the Parties shall calculate and pay the STATE the corporate income tax according to

the law n°24-86 establishing the corporate income tax as amended and completed, utilizing the Market Prices determined pursuant to Article 6.



12.2.



In accordance with article 6-II-B-2° of “Code Général des Impôts” instituted by finance law n° 43-06 for the 2007 financial year, promulgated by

dahir n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008 financial year, by finance law n° 40-08

for the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10 for the 2011 financial year, each of the

Parties shall benefit of a total exemption from corporate income tax for a ten consecutive year-period for each Exploitation Concession starting from

the date of commencement of regular production from such Exploitation Concession.

31



ARTICLE 13

CUSTOMS

Each of the Parties, their contractors and sub-contractors shall benefit from the customs regime specified in Sections 50, 51 and 52 of the Law.

32



ARTICLE 14

FOREIGN EXCHANGE AND OTHER FISCAL PROVISIONS

14.1



In accordance with article 6-I-C-1 of “Code Général des Impôts” instituted by finance law n° 43-06 for the 2007 financial year, promulgated by dahir

n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008 financial year, by finance law n° 40-08 for

the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10 for the 2011 financial year, and with

provisions of Sections 53 to 58, 60 and 62 of the Law, each of the Parties, when applicable, shall benefit, from measures relating to the duty on

actual capital contributions, the foreign exchange regime, the business activity tax (Impôt des patentes), the urban tax, un-built urban areas tax and

the tax on proceeds from shares, capital rights and similar revenues.



14.2



In accordance with the provisions of articles 92-I-40° and 123-41° of “Code Général des Impôts” instituted by finance law n° 43-06 for the 2007

financial year, promulgated by dahir n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008

financial year, by finance law n° 40-08 for the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10

for the 2011 financial year, and Section 61 of the Law, each of the Parties, their contractors and sub-contractors shall benefit from exemption from

value-added tax on goods and services acquired in the domestic market or imported from abroad.



14.3



Withholding tax will apply to payments for services provided by all foreign companies in accordance with law n° 24-86, as amended and

completed, and in accordance with any double taxation treaties applicable to such foreign company.



14.4



CONTRACTOR GROUP shall pay the application fees for the grant and extensions of the Exploration Permits.



14.5



Each of the Parties shall pay its proportional share of the annual surface rental of one thousand Dirham (1,000 DH) per square kilometer on all

Exploitation Concession(s).

33



ARTICLE 15

BONUSES



15.1



CONTRACTOR GROUP agrees to pay the STATE, when a deposit of Hydrocarbons in the Area of Interest in which it has a Percentage Interest is

declared pursuant to the Association Contract to contain commercially exploitable quantities, a discovery Bonus of an amount of one million US

Dollars (US$ 1,000,000). This payment has to be made within thirty (30) days of the official granting of the Exploitation Concession.



15.2



In addition, starting from the date the total production of Crude Oil or Barrels equivalent Crude Oil, from all Exploitation Concessions in the Area of

Interest in which CONTRACTOR GROUP has a Percentage Interest has reached and been maintained during a period of thirty (30) consecutive

days at the daily production levels listed below, CONTRACTOR GROUP shall pay the STATE the corresponding bonuses payable within thirty

(30) days of the end of the Month in which the aggregate levels of production have first been so maintained:



50,000 BOPD/BOE per day



one million US Dollars

(US$ 1,000,000)



75,000 BOPD/BOE per day



two million US Dollars

(US$ 2,000,000)



100,000 BOPD/BOE per day



three million US Dollars

(US$ 3,000,000)



More than 100,000 BOPD/BOE per day



four million US Dollars

(US$ 4,000,000)



It is understood that the Bonuses specified in Article 15.2 will be a one time, lump sum payment for each level of production when such level of

production is reached and maintained for a period of 30 consecutive days.



The Bonus payments established in Articles 15.1 and 15.2 above shall be deemed development costs and shall be deductible for the calculation of

CONTRACTOR GROUP’s taxable profits.

34



ARTICLE 16

STABILITY



16.1



The economic terms and conditions which will apply to CONTRACTOR GROUP for the activities to be conducted by CONTRACTOR

GROUP under this Petroleum Agreement and throughout its period of validity, have been agreed after negotiations in good faith on the basis of the

legislation in force in Morocco on the date of signature.



16.2



In the event that a change in Regulations has a significant adverse effect on the economic benefits that CONTRACTOR GROUP would have

received if such change had not been made, the terms of this Agreement will be as soon as possible adjusted in order to compensate

CONTRACTOR GROUP for such adverse effect.



ONHYM shall use every effort with the STATE to preserve or re-establish in favor of CONTRACTOR GROUP the economic terms and

conditions prevailing at the time of signature. If despite the efforts of ONHYM , this should not prove to be possible CONTRACTOR GROUP

shall notify in writing to ONHYM a proposal for the necessary changes to be made to the terms of this Agreement in order to compensate for such

adverse effect, and the Parties shall endeavor to agree on such changes to the terms hereof.



If the Parties fail to agree on such changes within a term of sixty (60) days from the date on which CONTRACTOR GROUP delivers a notice on

this regard to ONHYM , the matter may be referred to Arbitration under Article 22.



35



PART VI

MISCELLANEOUS PROVISIONS



36



ARTICLE 17

TRANSFER OF PERCENTAGE INTERESTS



17.1



Any member of CONTRACTOR GROUP shall be entitled to transfer all or part of its Percentage Interest in the Exploration Permits, in accordance

with the provisions of the Hydrocarbon Code, and subject to the provisions of the Association Contract. Any transfer of such CONTRACTOR

GROUP member’s Percentage Interest in the Exploration Permits during the validity of an Exploration Period, may not be made without the prior

written authorization of the Minister in charge of Energy. Notwithstanding the foregoing and for the avoidance of doubt, the Parties agree and

acknowledge that any pledge, mortgage charge, lien, hypothecation, encumbrance, by way of security of its interest under the Exploration Permits

will require only notification to the Minister in charge of Energy.

If such a transfer takes place, the Parties shall enter into an amendment to this Agreement to define the new Percentage Interests and the corresponding

commitments.



17.2



Any Party shall be entitled at any time to transfer all or part of its Percentage Interest in any Exploitation Concession, independently from the other

Exploitation Concession(s) in accordance with the provisions of the Hydrocarbon Code and subject to the provisions of the Association Contract. If

such a transfer takes place, the Parties shall enter into an amendment to this Agreement to recognize the new Percentage Interests and the

corresponding commitments.



17.3



The transferee of any such Percentage Interest shall become a Private Party to this Agreement upon the completion of the transfer of the Percentage

Interest to it in accordance with the provisions of the Hydrocarbon Code and the provisions of the Association Contract. The Private Party(ies) shall

be jointly and severally responsible for the obligations of CONTRACTOR GROUP set out in this Agreement.

37



ARTICLE 18

ASSOCIATION CONTRACT



18.1



Simultaneously with the signing of this Petroleum Agreement, ONHYM and CONTRACTOR GROUP shall sign an Association Contract in order

to:



18.1.1



Establish the appropriate procedures to enable the Parties to perform jointly successful Exploration Works and Development and Exploitation Works

as specified in this Agreement relating to the Area of Interest;



18.1.2



Establish the necessary procedures to secure an orderly conduct of joint operations and to govern relations between the Parties; and,



18.1.3



Define and set forth the rights and obligations of each of the Parties.

38



ARTICLE 19

THE OPERATOR



19.1



KOSMOS is hereby designated as Operator for the conduct of all the operations and activities in respect of the Exploration Permits and the

Exploitation Concession(s) which will derive from the said Exploration Permits, until the creation of a Joint Operating Company or until such time as

it ceases to be Operator in accordance with the provisions of the Association Contract.



19.2



The rights and duties of the Operator are detailed in the Association Contract. The Operator shall unless otherwise agreed by the Parties or provided

herein, give notice on behalf of the Parties to the STATE under this Agreement and represent the Parties in discussions with the STATE or any other

Moroccan authorities, in accordance with the provisions of the Association Contract.



39



ARTICLE 20

CONFIDENTIALITY

20.1



Each of the Parties undertakes to treat as confidential the terms of this Agreement, and information gathered by it as a result of the operations under

this Agreement (“Confidential Information ”), and shall not divulge Confidential Information to a person who is not a Party. Provided that a Party

may divulge Confidential Information in the following cases:



a)



b)



to the extent such Confidential Information is required to be furnished pursuant to any arbitration or legal proceedings, or by virtue of any

law applicable to such Party;



to any of its Affiliates, provided any such Affiliate maintains confidentiality as provided in this Article;



c)



to its or its Affiliates’ employees for the purposes of conducting operations hereunder, subject to each Party taking customary precautions

to ensure Confidential Information is kept confidential;



d)



subject to Article 20.2, to a contractor, subcontractor, professional adviser or auditor employed or potentially to be employed by a Party in

relation to the operations described in this Agreement, where such disclosure is required for the effective performance of the recipient’s

duties;



e)



subject to Article 20.2, to a credit establishment, finance provider or any other financial institution or insurance institution in connection

with the prospective funding of a loan or other financial agreement or insurance agreement to be entered into for financing operations

described in this Agreement or insuring a Party’s interests in this Agreement;



f)



subject to Article 20.2, to a bona fide prospective transferee of the whole or part of a Percentage Interest in this Agreement, including an

entity with which such Party is conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of the

shares in such Party or any of its Affiliates;



g)



to the extent Confidential Information must be disclosed by the Party as a public communication for the purpose of complying with laws,

regulations and requirements of the Moroccan Government or pursuant to any rules or requirements of any other government or stock

exchange having jurisdiction over such Party, or its Affiliates;



h)



if, before such disclosure, the Confidential Information had become public knowledge or had been legally obtained by the Party or any

Affiliate from a source other than under this Agreement; or

40



i)



if such disclosure is approved in writing by all of the Parties.



20.2



Disclosure pursuant to Articles 20.1 (d), (e) and (f) shall not be made unless prior to such disclosure the disclosing Party has obtained a written

undertaking from the recipient to keep the data and information strictly confidential and not to use or disclose the data and information except for the

express purpose for which disclosure is to be made.



20.3



The Parties agree under all circumstances to honor the provisions of this Article 20 throughout the entire term of this Agreement. In addition,

CONTRACTOR GROUP undertakes under all circumstances to comply with the provisions of this Article 20 for a duration of three (3) years after

the expiry of the Exploration Permits in respect of which the Confidential Information was obtained.



20.4



Any member of CONTRACTOR GROUP shall notify and seek the approval of ONHYM before sending any press release or providing any

information demanded or requested by any public media relating to this Agreement. ONHYM shall respond within seventy-two (72) hours of receipt

of such notice and request for approval. If ONHYM does not provide a response within said seventy-two (72) hours, approval by ONHYM shall

be deemed to have been given.

Any member of CONTRACTOR GROUP shall provide ONHYM with information that such member of CONTRACTOR GROUP has

provided to any government agency or regulatory authority in compliance with statutory or regulatory requirements.

41



ARTICLE 21

FORCE MAJEURE



21.1



Any failure or delay by one of the Parties in the performance of any of its obligations under this Agreement, with the exception of obligations in

respect of the payment of any amount due hereunder, shall be excused to the extent that it is attributable to an event of Force Majeure. For the

purposes of this Agreement, an event of Force Majeure shall mean any event which is unforeseen, insurmountable or beyond the reasonable control of

the Party affected, and which the Party affected can not prevent or overcome by exercising due diligence in accordance with oil industry standards.



21.2



The Party whose ability to perform its obligations is affected by an event of Force Majeure, shall advise the other Parties thereof in writing as soon as

possible. Each of the Parties shall take all steps that are reasonably within their power to ensure that an event of Force Majeure is overcome as soon as

possible.



21.3



As soon as practicable, once the period of an event of Force Majeure ceases, operations affected by an event of Force Majeure shall recommence.



21.4



If as a result of an event of Force Majeure, the operations are delayed, curtailed or prevented for a period of time then the time for carrying out the

affected operations will be extended by a period equal to the period of an event of Force Majeure. In addition the period of validity of the Exploration

Permits and/or Exploitation Concession(s) shall be extended by a period equal to the period of an event of Force Majeure.

42



ARTICLE 22

ARBITRATION



22.1



The Parties shall use all reasonable endeavors to amicably reach an equitable settlement of any dispute arising out of or in connection with this

Agreement. If an amicable settlement cannot be reached within sixty (60) days from the time one Party delivers a notice to the other Party , such

dispute shall be settled by arbitration as provided below.



22.2



With the exception of any disputes with regard to the determination of Market Price, which shall be settled in conformity with Article 6, all disputes

arising out of or in connection with this Agreement, which have not been amicably resolved as proved in Article 22.1, shall be definitively settled by

arbitration before the International Centre for the Settlement of Investment Disputes (ICSID). If, for whatever reason, the dispute does not fall within

the jurisdiction of ICSID, it shall then be submitted to arbitration under the rules for conciliation and arbitration of the International Chamber of

Commerce (ICC).



22.3



The arbitration tribunal shall be composed of three (3) arbitrators, one appointed by ONHYM and the other by CONTRACTOR GROUP and the

third arbitrator, who shall be president of the arbitral tribunal, appointed by agreement between the first two arbitrators. If there shall be any default

in appointing an arbitrator, such arbitrator shall be appointed on the application of any Party by the President of the Administrative Council of

ICSID (or, if the arbitration is being conducted under the ICC rules, by the President of the ICC Arbitration Court). The arbitration tribunal shall

apply Moroccan Law.



22.4



Any arbitration proceeding shall take place in Paris (France) and shall be conducted in the French language.



22.5



It is agreed that recourse to arbitration shall be made directly by one Party by notice to ICSID (or ICC) with a copy to the other Party(ies). The Parties

expressly agree that the arbitration award shall be final and binding and that it may be recognised or enforced by any court of competent jurisdiction,

in accordance with Article 54 of the ICSID Convention or the ICC Rules as the case may be.



The Parties waive any right of immunity as to it or its property in respect of the enforcement of and execution upon any award rendered under this

Article 22.



22.6



The Parties commit irrevocably to apply any decision given by an arbitral tribunal constituted according to the provisions of this Agreement.

43



22.7



Each Party shall bear its own costs and expenses, including its attorneys’ fees, incurred relating to the arbitration, but the costs of the arbitrators and

the arbitration tribunal shall be borne by the Party against whom the ruling is made.

44



ARTICLE 23

NOTIFICATION



All notices which must or may be given in accordance with the Hydrocarbon Code and with this Agreement, shall be in writing and may be delivered by

hand, courier or notified by electronic mail, or fax, at sender’s option and expense. Any such notice shall be deemed to have been given or received at the time

of delivery (if delivered by hand), the first working next following the day of sending (if sent by facsimile), the day the sender receives an acknowledgment of

receipt (if sent by courier) and when a read-receipt has been received by the sender (if sent by email).



These notices shall be addressed as follows:



To:

Address:



The STATE

Ministry in charge of Energy,

B.P. 6208 - Rabat Instituts

Haut Agdal, Rabat — MAROC



Attention:

E-mail:

FAX:



Le Secrétaire Général



To:

Address:



ONHYM

The Office National des Hydrocarbures et des Mines

5 Avenue Moulay Hassan

B.P. 99 - RABAT - MAROC

Le Directeur Général

benkhadra@onhym.com



Attention:

E-mail:

Fax:

To:

Address:



Attention:

E-mail:

Fax:



(212) 05 37 77 47 32



(212) 05 37 28 16 26 / 05 37 79 44 75

KOSMOS ENERGY DEEPWATER MOROCCO

Kosmos Energy Deepwater Morocco

4th Floor, Century Yard

Cricket Square, Hutchins Drive

Elgin Avenue, George Town

Gran Cayman KY1-1209

Cayman Islands

Andrew Johnson

whayes@kosmosenergy.com

+ 1 345 527 2105



45



with copy to:



E-mail:

Fax:



KOSMOS ENERGY DEEPWATER MOROCCO

c/o KOSMOS ENERGY, LLC

8176 Park Lane

Suite 500

Dallas, Texas 75231

General Counsel

whayes@kosmosenergy.com

+ 1 214 363 9024



To:

Address:



CANAMENS ENERGY MOROCCO SARL

Canamens Energy Morocco SARL



Address:



Attention:

E-mail:

Fax:



c/o Canamens Energy Limited

Tower House

10 Southampton Street

London, WC2E 7HA

United Kingdom

Mr Mike Bilbo

mike.bilbo@canamens.com

+44 20 7845 7559



For the purposes of this Agreement, any Party may change its notification address by notice in writing to the other Party(ies), provided that notices to the old

address shall continue to be validly served for a period of ten (10) days following notification of such change.



46



ARTICLE 24

OTHER PROVISIONS



24.1



All notices and any applications to and correspondence with the STATE which may have to be given in accordance with the Hydrocarbon Code and

this Agreement will be in the French language, while technical data and documents may be established in the French language or the English

language.



24.2



If any Party does not require performance of any of the provisions of this Agreement or exercise its rights and privileges arising out of the

Hydrocarbon Code and/or of this Agreement, this shall not be deemed a waiver of any such provisions, rights and privileges. Any express waiver

shall not be deemed to be a waiver in respect of any future exercise of such provisions, rights and privileges.



24.3



The Parties’ respective successors and all their assignees shall be bound by and benefit from this Agreement.



24.4



This Agreement is signed in French and English versions. In case of any difference of interpretation, the French version shall prevail.



24.5



No provision of this Agreement may be amended or modified except by mutual agreement in writing and signed by the Parties. Such amendments or

modifications shall not become effective until they have been approved by a joint order issued in accordance with the Hydrocarbon Code. ONHYM

shall assist CONTRACTOR GROUP in procuring such approval.



24.6



Where this Agreement is silent in respect of any given situation, the provisions of the Hydrocarbon Code shall apply.

47



ARTICLE 25



EFFECTIVE DATE



25.1



As stipulated in Section 34 of the Law and Section 60 of the Decree, this Petroleum Agreement shall be approved by a joint order issued by the

Minister in charge of Energy and the Minister in charge of Finance.



25.2



This Agreement will become effective on the date of the signature of the aforesaid joint order “Effective Date” and will remain in force until its

termination in accordance with the provisions of Article 2.



IN WITNESS WHEREOF, THIS AGREEMENT IS EXECUTED IN SIX (6) ORIGINAL COPIES IN THE FRENCH LANGUAGE AND THREE

(3) ORIGINAL COPIES IN THE ENGLISH LANGUAGE.



IN RABAT ON THIS DAY OF September 9, 2011



OFFICE NATIONAL DES HYDROCARBURES ET DES MINES,

ACTING ON BEHALF OF THE KINGDOM OF MOROCCO,



BY:



TITLE::



/s/ MME. AMINA BENKHADRA

MME. AMINA BENKHADRA

GENERAL DIRECTOR



KOSMOS ENERGY DEEPWATER MOROCCO



BY:



TITLE:



/s/ MR. JOSEPH MATTHEWS

MR. JOSEPH MATTHEWS

VICE PRESIDENT



CANAMENS ENERGY MOROCCO SARL



BY:



TITLE:



/s/ MR. MIKE BILBO

MR. MIKE BILBO

EXPLORATION MANAGER

48



APPENDIX I

DEFINITIONS

The corresponding definitions set forth in the Law are hereby adopted and incorporated by reference herein, and accordingly shall apply for all purposes

hereof.



The following words, terms and phrases shall have the meaning ascribed thereto below and accordingly shall apply for all purposes hereof, whenever any of

the following words and expressions (words importing gender include all genders) are used in this Petroleum Agreement with an initial capital letter:



1)



“Affiliate” means: (i)



in relation to KOSMOS and CANAMENS ;

(a) any company (other than KOSMOS or CANAMENS ) which for the time being directly or indirectly (i) controls or (ii) is controlled

by KOSMOS or CANAMENS .



(ii)



in relation to any Party other than KOSMOS or CANAMENS ;

(a)



any company or entity controlled by such Party;



(b)



any company or entity which controls such Party;



(c)



any company or entity which is controlled by another company or entity which controls such Party.



“Control” shall mean the ownership, (whether such ownership is direct or indirect through a series of companies or entities) by one or more

companies or entities of at least fifty percent (50 %):

(a)



of the voting stock of another company or entity which is issuing voting stock; or



(b)



of the rights to decide the appointment of managers of another entity which is not issuing voting stock.



In the case of ONHYM , this definition shall include the STATE and any entity controlled by the STATE.



2)



“Appraisal Well” means any well whose purpose at the time of commencement of drilling such well is the determination of the extent, volume or

producibility of a discovery of Hydrocarbons.

49



3)



“Area of Interest” means the Area of Interest more particularly described in Appendix II of the Petroleum Agreement or the portion of such Area that

remains subject to this Agreement.



4)



“Article” means an article of this Agreement unless otherwise indicated.



5)



“Association Contract” means the document referred to in Article 18.1.



6)



“Available Crude Oil” means, for each Exploitation Concession, the Crude Oil produced after deduction of the Crude Oil used in carrying out

Development and Exploitation Work and Exploration Work.



7)



“Available Natural Gas” means, for each Exploitation Concession, Natural Gas produced, whether or not produced in association with Crude

Oil, after deduction of the Natural Gas used as fuel, or for secondary recovery, re-injected or flared in carrying out Development and Exploitation

Work and Exploration Work.



8)



“Bank” means any financial institution that issues a guarantee pursuant to Article 4.2.4.



9)



“Bank Guarantee” means an irrevocable bank guarantee, acceptable to ONHYM, provided by Operator in order to secure the completion of the

Minimum Exploration Work Programmes set out in Articles 4.2.1, 4.2.2 and 4.2.3.



10)



“Canamens” means Canamens Energy Morocco SARL and any of its successors and assigns.



11)



“Commercial Discovery” means a discovery of Hydrocarbons which, after completion of an adequate program of appraisal drilling, the Parties

prove reveals potentially recoverable Hydrocarbon reserves which could give rise to an economically profitable exploitation, and which the Parties

undertake to develop.



12)



“Contractor Group” means Kosmos and Canamens and any of their successors or assigns.



13)



“Crude Oil” means all Hydrocarbons that are liquid in their natural state, or obtained by the condensation or separation of Natural Gas and

asphalt.



14)



“Decree” has the meaning ascribed thereto in the Preamble.



15)



Development and Exploitation Work” means any operation relating to the development or production of a Hydrocarbon deposit within the area

covered by an Exploitation Concession, whether carried out within or outside Morocco and, in particular, geological and geophysical work, the

drilling of development wells, the production of Hydrocarbons, the installation of collection pipes and the operations necessary to the maintenance of

pressure and to primary or secondary recovery.



50



16)



“Dollar or US$” means Dollar of United States of America.



17)



“Effective Date” means the date on which the joint order has been signed pursuant to Article 25.



18)



“Exploitation Concession” means any Exploitation Concession granted to the Parties pursuant to the Hydrocarbon Code and this Agreement,

which derives from the Exploration Permits.



19)



“Exploration Period” means the Initial Period, or any of the Extension Periods referenced in Article 4.2.



20)



“Exploration Permits” means the Exploration Permits referred to in Article 3 granted to the Parties pursuant to the Hydrocarbon Code and this

Agreement in the Area of Interest.



21)



“Exploration Work” has the meaning set out in Article 4.1.



22)



“Exploration Well” means any well whose purpose at the time of commencement of drilling such well is to explore for any accumulation of

Hydrocarbons whose existence at that time was not confirmed by drilling.



23)



“Extension Period” means the First and/or the Second Extension Period.



24)



“Fair Value” means the Market Price based upon weighted average sales prices in Dollars in the past Quarter of a basket of leading Crude Oils

produced in major Crude Oil producing countries in the Arabian-Persian Gulf, Mediterranean, or in Africa which are quoted and regularly sold on

the open market. The composition and weighting of the said basket shall be agreed between the STATE and the Party(ies) concerned, and may be

adjusted from time to time, to reflect the individual characteristics of the particular Crude Oil or Crude Oil blend produced, taking into consideration

positive or negative adjustments generally applied in the international petroleum industry (corrections for quality, transportation, etc.).



25)



“First Extension Period” shall mean the period of three (3) years duration as stipulated in Article 3.3(b).



26)



“Force Majeure” has the meaning set out in Article 21.



27)



“Hydrocarbon Code” has the meaning ascribed thereto in the Preamble.



28)



“Hydrocarbons” means naturally occurring Hydrocarbons whether liquid, gaseous or solid other than bituminous shale, and shall include Crude

Oil and Natural Gas



29)



“Initial Period” means the period of two and one half (2.5) years duration as stipulated in Article 3.3(a).



51



30)



“Kosmos” means Kosmos Energy Deepwater Morocco and any of its successors and assigns.



31)



“Law” has the meaning ascribed thereto in the Preamble.



32)



“Market Price” means the prices for Hydrocarbons, determined as provided in Article 6 which shall be used for calculation of annual royalty in

cash and of corporate income tax.



33)



“Minimum Exploration Work Program” means the Exploration Work to be completed before the end of the Initial Period or any of the Extension

Periods referred to in Articles 4.2.1, 4.2.2 and 4.2.3.



34)



“Month” means a calendar month according to the Gregorian calendar.



35)



“Natural Gas” means all gaseous Hydrocarbons obtained from oil or gas wells together with gas that is the residue of the process of separation of

liquid Hydrocarbons.



36)



“ONHYM” means the Office National des Hydrocarbures et des Mines and any of its successors and assigns.



37)



“Operator” means KOSMOS , appointed in accordance with Article 19 or such other Party subsequently designated as such pursuant to the

Association Contract.



38)



“Party” means ONHYM or CANAMENS or KOSMOS or a transferee Party individually, and “ Parties” shall refer to them collectively.



39)



“Percentage Interest” means in respect of the Exploration Permits, the percentage interests of the Parties as set forth in Article 3.1(b) and, in respect

of any Exploitation Concession, the percentage interests of the Parties as set forth in Article 5.2.



40)



“Petroleum Agreement” or “this Agreement” means the agreement of which this Appendix I forms part.



41)



“Private Party” means CONTRACTOR GROUP in its capacity as a Party and / or any transferee of CANAMENS or KOSMOS or of

another Private Party in accordance with Article 17.



42)



“Quarter” means a period of three Months commencing on the first day of January, April, July or October in any calendar year.



43)



“Regulations” means all applicable laws, decrees, rules and regulations, including all administrative practices relating thereto.



52



44)



“Second Extension Period ” shall mean the period of two and a half (2.5) years duration as stipulated in Article 3.3(c).



45)



“Testing” means an operation intended to evaluate the capacity of a Zone to produce Hydrocarbons. “Test” and other derivatives shall be construed

accordingly;



53



APPENDIX II

MAP AND DESCRIPTION OF THE AREA OF INTEREST



54



55



GEOGRAPHICAL COORDINATES OF “ESSAOUIRA OFFSHORE”

EXPLORATION PERMITS

Permit



Lat_Clarcke 1880



Long_Clarcke 1880



Essaouira Offshore I



1



31 55 40.000 N



10 39 00.000 W



Essaouira Offshore I



2



31 55 40.000 N



10 09 00.000 W



Essaouira Offshore I



3



31 41 10.000 N



10 09 00.000 W



Essaouira Offshore I



4



Essaouira Offshore I



5



31 41 10.000 N

31 34 30.000 N

31 34 30.000 N



10 14 10.000 W

10 14 10.000 W

10 39 00.000 W



Points



Essaouira Offshore I



6



Essaouira Offshore II



31 34 30.000 N



10 39 00.000 W



Essaouira Offshore II



1

2



31 34 30.000 N



10 14 10.000 W



Essaouira Offshore II



3



31 18 00.000 N



10 14 10.000 W



Essaouira Offshore II



4



31 18 00.000 N



10 55 00.000 W



Essaouira Offshore II



5



31 29 30.000 N



10 55 00.000 W



Essaouira Offshore II



6



31 29 30.000 N



10 39 00.000 W



Essaouira Offshore III



1



31 18 00.000 N



10 55 00.000 W



Essaouira Offshore III



2



Essaouira Offshore III



3



10 14 10.000 W

10 14 10.000 W

10 55 00.000 W

10 55 00.000 W



Essaouira Offshore III



4



Essaouira Offshore IV



1



31 18 00.000 N

31 04 00.000 N

31 04 00.000 N

31 04 00.000 N



Essaouira Offshore IV



2



31 04 00.000 N



Essaouira Offshore IV



3



30 50 20.000 N



10 14 10.000 W

10 14 10.000 W



Essaouira Offshore IV



4



30 50 20.000 N



10 55 00.000 W



Essaouira Offshore V



31 41 10.000 N



Essaouira Offshore V



1

2



Essaouira Offshore V



3



10 14 10.000 W

10 09 00.000 W

Intersection cote



Essaouira Offshore V



4



Essaouira Offshore V



5



Essaouira Offshore V



6



Essaouira Offshore VI

Essaouira Offshore VI



1

2



Essaouira Offshore VI

Essaouira Offshore VI

Essaouira Offshore VI



31 41 10.000 N

31 41 10.000 N

31 22 10.000 N

31 22 10.000 N

31 34 30.000 N



Intersection cote



3



31 22 10.000 N

31 22 10.000 N

30 59 50.000 N



10 14 10.000 W

Intersection cote

Intersection cote



4



30 59 50.000 N



5



31 04 00.000 N



Essaouira Offshore VI



6



31 18 00.000 N



10 14 10.000 W

10 14 10.000 W

10 14 10.000 W



Essaouira Offshore VII



1



30 59 50.000 N



10 14 10.000 W



Essaouira Offshore VII



2



30 59 50.000 N



Intersection cote



Essaouira Offshore VII

Essaouira Offshore VII



3

4



30 36 00.000 N

30 36 00.000 N



Intersection cote

10 00 00.000 W



Essaouira Offshore VII



5



30 36 00.000 N



10 03 00.000 W



Essaouira Offshore VII



6



30 36 00.000 N



10 14 10.000 W



Essaouira Offshore VII



7



30 50 20.000 N



10 14 10.000 W



56



10 14 10.000 W

10 14 10.000 W



APPENDIX III



LIST OF DELIVERABLES

The Deliverables shall be remitted to ONHYM in the following formats:

I.



Seismic : Reprocessing, acquisition and processing

I.1. 2D and 3D Seismic :



· Field data on cartridges, 3592 or LTO-04 in an international standard format (SEG-D format)

· Intermediate data such as CDP gathers

· Data processed on cartridge, 3592 or LTO-04 (stack and migration) SEG-Y with header information about the processed seismic data (processing

sequence, navigation data or coordinates)



· Special processing (PSDM, AVO) on cartridge 3592 or LTO-04 in SEG-Y format with header information about the processed seismic data

(processing sequence, navigation data or coordinates)



· Complete sequence of processing in hard copy or electronic format

· Velocity analysis data

· Field documents (operating report of the seismic acquisition, field note-book, coordinates of the shooting points and of the receivers and seismic data

test) in hard copy and electronic formats



· Navigation data on CD in either ASCII or SEG-P1 format (for the offshore data)

Projection System is : UTM

Options for the projection: Ellipsoid: WGS84

Format: UKOOA in ASCII or EXCEL

I.2.



2D Seismic: Reprocessing:



· Data processed on cartridge, 3592 or LTO-04 (Stack and migration) SEG-Y with header information about the processed seismic data (processing

sequence, navigation data or coordinates)



· Special processing (PSDM, AVO) on cartridge 3592 or LTO-04 in SEG-Y format with header information about the processed seismic data

(processing sequence, navigation data or coordinates)



· Complete sequence of processing in hard copy or electronic format

· Velocity analysis data in ASCCI format

57



II.



Magnetic, gravimetric, Electromagnetic, Magneto —telluric and electrical data:



· Raw data in an international standard format together with all the supporting documents

· Processed data in an international standard format

· Interpretation of these data

III.



Drilling :



· Cuttings: an average of 500 grams of washed cuttings and 500 grams of non-washed cuttings from each 5 m for the interval of the reservoir ; and

from each 10-20 m for the remaining of the well



· Cores : half of the cores cut in length

· Electrical logs: data of all drilling operations in an international standard format

· Check shot Survey ,VSP

· Seismic coring

· data of well test (pressure, samples of received fluide, PVT analysis and water analysis)

· Final well report that includes drilling evaluation report and logs interpretation (paper and electronic format)

· Copy of composite log

IV.



Studies :

· Preliminary Reports (work progress reports at the end of each year)

· Final Report for each phase (paper and electronic format): this report will include in particular :

· Text and plates

· Report on the field geological work

· Conventional and special analysis of the cores

· Copy of electrical logs of drilling in standard electronic format (Las, picture)

· Copies of different laboratory studies and analyses

·

Geochemistry,

·

Stratigraphy

·

Petrophysics

·

Sedimentology



Any other studies, operational reports and/or operational data resulting from any works executed by third parties on behalf of CONTRACTOR GROUP

directly relating to the Exploration Work or Development and Exploitation Work in the area of the Permits. For the avoidance of doubt, this obligation does not

apply to such information as any proprietary or confidential information or reports, parent company financial information, reserve information or confidential

information or reports provided to governmental authorities.



58



Copy of any tender and contract with a value in excess of one million US Dollars (US$ 1,000,000) with service companies in paper and electronic format.



59



Exhibit 10.13

DEED OF ASSIGNMENT

IN



PETROLEUM AGREEMENT

FOR



THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS



IN THE ZONE OF INTEREST

NAMED

“ESSAOUIRA OFFSHORE”



The present deed of assignment is concluded between:



CANAMENS ENERGY MOROCCO SARL, a company incorporated under the laws of the Kingdom of Morocco, whose registered office is at Twin

Center Tour Ouest 16ème étage angle BD Zerktouni et Massira Khadra, CASABLANCA, MOROCCO, hereinafter referred to as “CANAMENS” (the

“Assignor”), herein represented by its Manager, Mr. Jan KIELLAND;

AND



KOSMOS ENERGY DEEPWATER MOROCCO, a company organized and established under the laws of the Cayman Islands, whose registered office is

located at 4 th Floor, Century Yard, Cricket Square, Hutchins Drive, Elgin Avenue, George Town, Grand Cayman KY1-1209, Cayman Islands, hereinafter

named “KOSMOS”, (the “Assignee”), herein represented by its Vice President, Mr. Hugh MCDOWELL,



CANAMENS and KOSMOS may collectively be referred to as the “Pa rties”



2



PREAMBLE



A.



The Office National des Hydrocarbures et des Mines (“ONHYM”), CANAMENS and KOSMOS are parties to:

a) the Petroleum Agreement between ONHYM, KOSMOS and CANAMENS signed on September 9 1h, 2011 and approved by joint order of the

Minister in charge of Energy and the Minister in charge of Finance Ns 1799-12 on April 2” d 2012 published in Official Gazette N2 6058 dated

June 21St, 2012 (the “Petroleum Agreement”), in pursuance of which they have obtained the exclusive right to undertake petroleum activities in the

Area of Interest (“ESSAOUIRA OFFSHORE”) comprising the exploration permits as specified in the Petroleum Agreement;



b) the Association Contract signed on September 9 th, 2011 relating to exploration for and exploitation of hydrocarbons in the Area of Interest referred

to as ESSAOUIRA OFFSHORE (the “Association Contract”);

c) the seven (7) exploration permits referred to as “ESSAOUIRA OFFSHORE I”, “ESSAOUIRA OFFSHORE II”, “ESSAOUIRA

OFFSHORE Ill”, “ESSAOUIRA OFFSHORE IV” , “ESSAOUIRA OFFSHORE V” , “ESSAOUIRA OFFSHORE VI” and “ESSAOUIRA

OFFSHORE VII” granted by orders of the Minister in charge of Energy effective from October 21’, 2011 (the “Permits”);

The Petroleum Agreement, the Association Contract and the Permits are hereinafter collectively referred to as the “Documents”.



B.



In accordance with the Documents, ONHYM, CANAMENS and KOSMOS are holders of the exclusive right to prospect for liquid and gaseous

hydrocarbons in the area defined by the Permits;



C.



Article 17 of the Petroleum Agreement, and Clause 10 of the Association Contract, permits the Pa rties to the Petroleum Agreement and the Association

Contract to assign and transfer in whole or in pa rt their Percentage Interest as defined by the Documents in accordance with Article 8 of the Law n°

21-90 as amended and updated by the Law n° 27-99 and Section 19 of the Decree n° 293-786 as amended and updated by Decree n° 2-99-210;



D.



Article 17 of the Petroleum Agreement and Clause 10 of the Association Contract require the approval of the Minister in charge of Energy and the

consent of the Pa rties before an assignee may acquire any rights pursuant to the Documents;



E.



The Parties have agreed that provided that the approvals and agreements referred to in A rticle 1 below are obtained, CANAMENS shall transfer to

KOSMOS one hundred per cent (100%) of its undivided Percentage Interest in accordance with the Documents (the “Assignment”).



In witness whereof, the Pa rties have agreed the following between themselves in consideration of the obligations set out in the present deed of assignment:

3



Article 1



On the condition of the approval and agreement of the Minister in charge of Energy and of ONHYM, and as well as those agreements stated in the present deed

of assignment, the Assignment to KOSMOS shall be effective on the date of the signature of the joint order (arrêté) of the Minister in charge of Energy and the

Minister in charge of Finance approving the Amendment N°1 to the Petroleum Agreement (the “Effective Date”).

Article 2



Pursuant to the Documents, CANAMENS assigns and transfers, and KOSMOS accepts by the present document, one hundred per cent (100%) of its

undivided Interest in the Documents (the “KOSMOS Assigned Interest”), so that the interest held by the parties in the Documents at the Effective Date to the

Documents is as follows:

ONHYM twenty-five per cent (25%)



KOSMOS seventy-five per cent (75%)

Article 3



KOSMOS acknowledges and accepts that it shall assume and fulfil all the obligations, responsibilities and duties from the Effective Date, under the

Documents that may arise after this date related to the KOSMOS Assigned Interest.

KOSMOS agrees to indemnify and hold each of ONHYM and CANAMENS harmless from and against all such obligations, liabilities, duties, costs and

expenses arising out of operations relating to the Documents which accrue after the Effective Date related to the KOSMOS Assigned Interest.

Article 4



CANAMENS declares and warrants by the present deed of assignment that it has not in any way previously transferred, assigned or pledged its interest

under the Documents constituting the object of the present assignment to KOSMOS, and CANAMENS shall undertake to indemnify and shall hold

KOSMOS harmless from all claims, losses or damages that KOSMOS may suffer or incur owing to a violation of the above declaration and warranty.

CANAMENS herein commits to indemnify and hold KOSMOS harmless from all responsibilities and obligations relating to the KOSMOS Assigned

Interest which accrue before the Effective Date.



Article 5



The Parties shall sign all other documents and shall car ry out all other activities that may be necessary or desirable to obtain the consent of the Minister in

charge of Energy as well as the present Assignment, to confirm or record the assignment of the KOSMOS Assigned Interest, and to put this into effect in

accordance with the laws of the Kingdom of Morocco.

Article 6

All the terms used in the present deed of assignment (with the exception of the term “Pa rties”) have the same definition as that indicated in the Documents.

4



In witness whereof, the Parties have duly signed this deed of assignment in four (4) original copies in the French language and in three (3) copies in the English

language on the day of 19 December 2012



CANAMENS ENERGY MOROCCO SARL



/s/ JAN KIELLAND

By:



JAN KIELLAND



Position:



Manager



KOSMOS ENERGY DEEPWATER MOROCCO



/s/ HUGH MCDOWALL

BY: HUGH MCDOWALL

Position:



VICE PRESIDENT



5



By its agreement to this Assignment as indicated in the present deed of assignment, ONHYM accepts and consents to the KOSMOS Assignment. Moreover,

it is agreed that the conditions of A rticle 17 of the Petroleum Agreement and Clause 10 of the Association Contract have been fulfilled.



Read and approved

Date: 19 December 2012



OFFICE NATIONAL DES HYDROCARBURES ET DES MINES.



By:



/s/ AMINA BENKHADRA

AMINA BENKHADRA



Position:



GENERAL DIRECTOR



6



Exhibit 10.14



PETROLEUM AGREEMENT

REGARDING

THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS



AMONG



OFFICE NATIONAL DES HYDROCARBURES ET DES MINES

“ONHYM”

ACTING ON BEHALF OF THE KINGDOM OF MOROCCO



AND

KOSMOS ENERGY DEEPWATER MOROCCO

“KOSMOS”



AND

PATHFINDER HYDROCARBON VENTURES LIMITED

“PHVL”



IN THE AREA OF INTEREST NAMED

“FOUM ASSAKA OFFSHORE”



1



THIS PETROLEUM AGREEMENT IS CONCLUDED



AMONG,

The OFFICE NATIONAL DES HYDROCARBURES ET DES MINES , a public Moroccan establishment instituted by law n° 33-01 promulgated by

dahir n° 1-03-203 on the date of 16 Ramadan 1424 (November 11 th, 2003) and implemented by decree n°2-04-372 on the date of 16 Kaada 1425

(December 29 th, 2004), whose headquarter is at 5, Moulay Hassan Avenue B.P 99 - RABAT - MOROCCO, (hereinafter called “ ONHYM ”), acting on

behalf of the Kingdom of Morocco (hereinafter called “ the STATE”), herein represented by its General Director, Mme. Amina BENKHADRA ;

AND



KOSMOS ENERGY DEEPWATER MOROCCO, a Cayman Islands company, whose office is at 4th Floor, Century Yard, Cricket Square, Hutchins

Drive, Elgin Avenue, George Town, Grand Cayman KY1-1209, Cayman Islands (hereinafter called “ KOSMOS ”), herein represented by its Vice President,

Mr. Joseph Matthews;

AND

PATHFINDER HYDROCARBON VENTURES LIMITED , a company incorporated under the laws of Jersey (Company Registration Number 97888 ),

whose registered office is at , Channel House, Green Street, St. Helier, Jersey JE2 4UH, British Channel Islands , (hereinafter called “PHVL”), herein

represented by its Chief Executive Officer, Mr. Paul GRIFFITHS ;

ONHYM , KOSMOS and PHVL will be hereinafter together called “ the Parties ” or individually the “ Party”.



KOSMOS and PHVL will Collectively be hereinafter together called the “ Contractor Group”.



2



TABLE OF CONTENTS —



5



PREAMBLE



PART I

SCOPE AND DURATION OF THE PETROLEUM AGREEMENT



ARTICLE 1

ARTICLE 2



SCOPE OF THE PETROLEUM AGREEMENT

DURATION AND TERMINATION OF THE PETROLEUM AGREEMENT



7

8



PART II

EXPLORATION PERMITS AND WORK



ARTICLE 3

ARTICLE 4



EXPLORATION PERMITS

EXPLORATION WORK



10



12

PART III

EXPLOITATION CONCESSION(S)



ARTICLE 5

ARTICLE 6



18



HYDROCARBON EXPLOITATION

MARKET PRICE



20



PART IV



THE PARTIES’ OBLIGATIONS



ARTICLE 7

ARTICLE 8

ARTICLE 9

ARTICLE 10



APPLICABLE LAW

ADMINISTRATION CONTROL

PROFESSIONAL TRAINING

SAFETY AND ENVIRONMENT



24



25

26

27

PART V

FISCAL PROVISIONS



ARTICLE 11

ARTICLE 12

ARTICLE 13

ARTICLE 14

ARTICLE 15

ARTICLE 16



ANNUAL ROYALTY

CORPORATE INCOME TAX

CUSTOMS

FOREIGN EXCHANGE AND OTHER FISCAL PROVISIONS

BONUSES

STABILITY

3



29

31

32

33

34



35



PART VI

MISCELLANEOUS PROVISIONS



ARTICLE 17

ARTICLE 18

ARTICLE 19

ARTICLE 20

ARTICLE 21

ARTICLE 22

ARTICLE 23

ARTICLE 24

ARTICLE 25



TRANSFER OF PERCENTAGE INTERESTS

ASSOCIATION CONTRACT

THE OPERATOR

CONFIDENTIALITY

FORCE MAJEURE

ARBITRATION

NOTIFICATIONS

OTHER PROVISIONS

EFFECTIVE DATE



37

38



39

40



42

43



45

47

48



APPENDIX I DEFINITIONS



49



APPENDIX II MAP AND DESCRIPTION OF THE AREA OF INTEREST



54



APPENDIX III LIST OF DELIVERABLES



55

4



PREAMBLE

Whereas, the law n°21-90, enacted by Dahir n°1-91-118 of 27 Ramadan 1412 (April 1 st, 1992) as amended by the law n°27-99, enacted by Dahir n°1-99340 of 9 Kaada 1420 (February 15 th, 2000), hereinafter together called the “ Law”, regulates the exploration for and the exploitation of Hydrocarbon deposits in

Morocco. The Law is implemented by the Decree n° 2-93-786 of 18 Joumada I 1414 (November 3 rd, 1993), which was amended by the Decree n° 2-99-210

of 9 Hija 1420 (March 16 th, 2000), hereinafter together called the “Decree”. The Law and the Decree are hereinafter together called “ the Hydrocarbon Code ”;

Whereas, section 5 of the decree n° 2-04-372 of 16 Kaada 1425 (December 29 th, 2004) implementing the law n° 33-01 instituting the OFFICE NATIONAL

DES HYDROCARBURES ET DES MINES “ONHYM” , which stipulates that ONHYM is empowered to exercise on behalf of the State the duties listed

in Section 71 of the Law; and



Whereas KOSMOS and PHVL are willing to undertake their obligations under this Agreement on a joint and several basis, excluding, however, any liabilities

for taxes due for which the Parties shall be responsible on an individual basis;

Taking into account the joint willingness of the Parties to undertake and achieve the exploration for and the exploitation of Hydrocarbon deposits within the

Area of Interest as specified in Article 3 and described in Appendix II of this Agreement;



NOW THEREFORE, THE FOLLOWING HAS BEEN AGREED UPON AND RESOLVED:



5



PART I

SCOPE AND DURATION OF THE

PETROLEUM AGREEMENT



6



ARTICLE I

SCOPE OF THE PETROLEUM AGREEMENT

The purpose of this Agreement (of which the Appendices form part) is to specify the rights and obligations of the Parties resulting from the Exploration Permits

and any Exploitation Concession which might derive there from.



Definitions of various words, terms and phrases used in this Agreement are set forth in Appendix I of this Agreement.



7



ARTICLE 2

DURATION AND TERMINATION OF THE PETROLEUM AGREEMENT

This Agreement shall become effective in accordance with the provisions set forth in Article 25 and shall terminate in the following instances:



a)



If there is no Commercial Discovery of Hydrocarbons during the period of validity of any of the Exploration Permits referred to in Article 3;



b)



Upon expiration of the last producing Exploitation Concession obtained pursuant to Article 5, or upon final abandonment of the exploitation of all

Hydrocarbon deposits therein, occurring prior to the expiration of such Exploitation Concession;



c)



If Contractor Group elects to abandon entirely its entire collective Percentage Interest in the Exploration Permits and in the Exploitation

Concession(s) in accordance with the Hydrocarbon Code and this Agreement; or



d)



If the forfeiture of all of the Exploration Permits and/or all Exploitation Concessions obtained is pronounced in accordance with the Hydrocarbon

Code.



8



PART II

EXPLORATION PERMITS AND WORK



9



ARTICLE 3

EXPLORATION PERMITS

3.1



3.2



(a)



According to the Hydrocarbon Code, ONHYM, KOSMOS and PHVL have filed jointly with the appropriate department of the Ministry

in charge of Energy the applications for the Exploration Permits named “FOUM ASSAKA OFFSHORE I”, “FOUM ASSAKA

OFFSHORE II”, “FOUM ASSAKA OFFSHORE III” and “FOUM ASSAKA OFFSHORE IV” more particularly described in Appendix II

to this Agreement and which constitute the Area of Interest named “FOUM ASSAKA OFFSHORE”.



(b)



In accordance with the second paragraph of Section 4 of the Law, the Parties agree that their respective Percentage Interests in the

Exploration Permits to be granted to them by the Minister in charge of Energy shall be:



KOSMOS



37.5%



PHVL



37.5%



ONHYM



25%



Each Exploration Permit is specified by its geographic co-ordinates in Appendix II to this Agreement.



The Exploration Permits together cover an initial area of approximately 6473.1 km².

3.3



Each of the Exploration Permits shall have an overall duration of eight (8) years comprising:

(a)



an Initial Period of Two and half (2.5) years;



(b)



a First Extension Period of Two and half (2.5) years;



(c)



a Second Extension Period of Three (3) years; and,



(d)



notwithstanding the terms of this Article 3.3, when Hydrocarbons are discovered during the last year of validity of the Second Extension

Period of the Exploration Permits, the Parties shall have the right to apply jointly for the exceptional period as mentioned in Section 24 of the

Law.

10



3.4



Applications for the extension of the Exploration Permits as well as the reduction in surface areas will be made in accordance with Sections 22 and

24 of the Law, and with Sections 10, 14, 15 and 16 of the Decree and Article 4.2 of this Agreement.



3.5



The partial or total abandonment of any of the Exploration Permits will be effected according to the Hydrocarbon Code.



11



ARTICLE 4

EXPLORATION WORK

4.1



Exploration Work shall mean all exploration and appraisal studies and operations in order to establish the existence of Hydrocarbons in

commercially exploitable quantities, conducted in or in relation to the Area of Interest, either within the Exploration Permits or the Exploitation

Concession(s), whether these activities are carried out within or outside Morocco.

Exploration Work includes but is not limited to the following:



·



hydrographic, geodesic, meteorological and topographic studies and surveys, if these operations are necessary for the Exploration Work and,

in the case of appraisal, operations to determine the limits and the productive capacity of a Hydrocarbon deposit in order to help in making a

decision whether or not to develop such Hydrocarbon deposit;



·



geological and geophysical studies and surveys;



·



studies and surveys aimed at determining the locations of Exploration Wells and Appraisal Wells;



·



drilling operations regarding Exploration Wells and Appraisal Wells; and



·



tests and studies for the evaluation of reservoirs.



4.2



During the validity period of the Exploration Permits, Contractor Group agrees to perform the following Minimum Exploration Work Programmes

and to devote sufficient funding thereto under the conditions and schedule set forth below:



4.2.1



Initial Period of two and a half (2.5) years,

(a)



Contractor Group commits, during the Initial Period to carry out the following Minimum Exploration Work Program:



1)



Post mortem study



· Post mortem study of the previous wells drilled in the area;

· Post mortem study of acquisition and processing parameters of the available 3D seismic in the Area of Interest.

2)



Update the geological model



· Hinterland and basinal reservoir rock relation

12



3)



Acquisition, processing and interpretation of 500 sq. km. of 3D Seismic;



4)



Reinterpretation of available 2D and 3D seismic data;



5)



Geochemical and basin modeling studies;



6)



Post processing seismic special studies on defined Prospects/Leads



· Seismic inversion

· AVO studies

7)



Risk analysis and prospect ranking;



8)



Economic evaluation.



The estimated cost of such Minimum Exploration Work Program is four million US Dollars (US $ 4,000,000).



4.2.2



(b)



After having completed the Minimum Exploration Work Program referred to in paragraph (a) above or subject to making the payment

required in respect thereof pursuant to Articles 4.2.4 and 4.2.6 Contractor Group shall notify ONHYM of its intention to abandon all its

interest in the Exploration Permits, or of its intention to enter into the First Extension Period.



(a)



If Contractor Group decides, pursuant to Section 15 of the Decree, to enter into the First Extension Period of two and half (2.5) years

duration from the end of the Initial Period, Contractor Group will be committed to carry out the following Minimum Exploration Work

Program:



1)

2)



Well planning;

Drilling of an exploration well to the Lower Cretaceous or to a minimum depth of two thousand and five hundred (2500) meters

below seabed, whichever is penetrated first.



The estimated cost of such Minimum Exploration Work Program is forty million US Dollars (US$ 40,000,000).

(b)



After having completed the Minimum Exploration Work Program referred to in paragraph (a) above, or subject to making the payment

required in respect thereof pursuant to Articles 4.2.4. and 4.2.6, Contractor Group shall notify ONHYM of its intention to abandon all

13



its interest in the Exploration Permits, or of its intention to enter into the Second Extension Period.

4.2.3



(a)



If Contractor Group decides, pursuant to Section 15 of the Decree, to enter into the Second Extension Period of three (3) years duration

from the end of the First Extension Period, Contractor Group will be committed to carry out the following Minimum Exploration Work

Program:



1)



Post mortem study of the exploration well drilled during the First Extension Period;



2)



Special recalibration of available 3D seismic according to the well results;



3)



Drilling of an exploration well to the Lower Cretaceous or to a minimum depth of two thousand and five hundred (2500) meters

below seabed, whichever is penetrated first.



The estimated cost of such Minimum Exploration Work Program is forty million US Dollars (US$ 40,000,000)

(b)



4.2.4



After having completed the Minimum Exploration Work Program referred to in paragraph (a) above, or subject to making the payment

requested in respect thereof pursuant to Articles 4.2.4 and 4.2.6, Contractor Group shall notify ONHYM of its intention to abandon all

its interest in the Exploration Permits.



Operator shall provide ONHYM with irrevocable Bank Guarantees acceptable to ONHYM in order to secure the completion of the Minimum

Exploration Work Programs set out in Articles 4.2.1, 4.2.2 and 4.2.3 as follows:

(a)



No later than the date of signature of this Agreement, Operator shall provide a Bank Guarantee in the amount of two million US Dollars

(US$ 2,000,000) to guarantee the fulfillment of the Minimum Exploration Work Program set out in Article 4.2.1(a). The amount of the

Bank Guarantee will be reduced to one million US Dollars (US$ 1,000,000) at the remittance by the Operator of the field tapes and

support data. Another five hundred thousand US Dollars (US$ 500,000) will be released at the remittance of the processed data. The

outstanding amount of five hundred thousand US Dollars (US$ 500,000) will be released at the remittance by Operator of all the reports

and documents deriving from the Minimum Exploration Work Program of the Initial Period.



(b)



Each time Contractor Group decides to enter into an Extension Period pursuant to Articles 4.2.2 and 4.2.3, at the time of such application

Operator shall provide a Bank Guarantee in the amount of five million

14



US Dollars (US$ 5,000,000) in addition to the drilling contract of the committed exploration well. In the event Operator does not provide

the drilling contract, the amount of the Bank Guarantee will be twelve million US Dollars (US$ 12,000,000). The Bank Guarantee, as

stated in this paragraph, will be put in place in order to guarantee the fulfillment of the Minimum Exploration Work Programs set out in

Articles 4.2.2(a) and 4.2.3(a) respectively.



4.2.5.



Operator shall notify ONHYM when Contractor Group has completed the Exploration Work in a Minimum Exploration Work Program for any

Exploration Period, and ONHYM shall, if the Bank Guarantee is due to be released pursuant to Article 4.2.4, within fifteen (15) days of such notice

from Operator, give a notification to the Bank to release the Bank Guarantee or notify Contractor Group that it disagrees that such Minimum

Exploration Work Program has been completed. The Bank Guarantee shall be released at the relevant expiry date specified in Article 4.2.4, unless a

payment is due under Article 4.2.6, in which case the Bank Guarantee will be released when such payment is made.



4.2.6.



It is the intention of the Parties that the Exploration Work set out in the Minimum Exploration Work Programs shall be carried out by Contractor

Group as a minimum commitment. However, if for any reason other than Force Majeure, or technical difficulties, as described below, Contractor

Group has not completed the Minimum Exploration Work Program for a particular Exploration Period to which it is committed under Articles 4.2.1,

4.2.2 or 4.2.3, Contractor Group will pay an amount equal to the estimated costs provided in Articles 4.2.1, 4.2.2, and 4.2.3 for the applicable

period. In the event of technical difficulties, including but not limited to encountering impenetrable substances, high pressures, wellbore instability,

mechanical failures, unsafe conditions or other conditions, which Contractor Group is not able to overcome using good and prudent oil field

practices, and such technical difficulties prevent Operator from fulfilling the Minimum Exploration Work Program, Operator may cease

operations and will be deemed to have fulfilled the Minimum Exploration Work Program.



4.2.7.



Subject to Article 4.2.6, it is understood and expressly agreed that it is the performance of the Minimum Exploration Work Program and not the

expenditures associated with the estimated cost thereof which shall determine Contractor Group’s compliance with this Agreement. Performance of

the Minimum Exploration Work Program shall be deemed to constitute the fulfillment of all obligations related to payment of the estimated costs

provided in Articles 4.2.1, 4.2.2, and 4.2.3 for the applicable period. Notwithstanding the provisions of Article 3.1, all costs incurred in carrying out

Exploration Work shall be borne entirely by Contractor Group, without any obligation for ONHYM to provide any reimbursement.



15



4.2.8.



Furthermore, ONHYM has the right to control and audit expenditures relating to Exploration Works incurred by Contractor Group during the

Initial Validity Period and any Extension Period in order to control the fulfillment of the Minimum Exploration Work Program.



16



PART III

EXPLOITATION CONCESSION(S)



17



ARTICLE 5

HYDROCARBON EXPLOITATION



5.1



In accordance with the provisions of Section 27 of the Law, the discovery of a commercially exploitable Hydrocarbon deposit shall give the Parties

the right to obtain, at their request, an Exploitation Concession covering all of the area of said deposit. The maximum duration of the Exploitation

Concession shall be twenty-five (25) years. However, one single exceptional extension, not to exceed ten (10) years, may be granted, upon joint

application by the Parties if the rational and economic exploitation of the deposit so justifies; ONHYM and Contractor Group shall jointly apply

the procedure to obtain the aforementioned exceptional extension.



5.2



Subject to any assignment in accordance with Article 17, the indivisible Percentage Interest of the Parties in each of the Exploitation

Concession(s) shall be:



KOSMOS



37.5%



PHVL



37.5%



ONHYM



25%



5.3



Expenses for Development and Exploitation Work in respect of a Hydrocarbons deposit, incurred after the declaration made in accordance with the

provisions of the Hydrocarbon Code and the Association Contract that such deposit contains commercially exploitable quantities, shall be funded by

the Parties in proportion to their respective Percentage Interests. However ONHYM shall not be required to commence the payment of its share of such

expenses until the effective date of the relevant Exploitation Concession.



5.4



The Parties, each being the sole owner at the point of production of their respective Percentage Interest shares in the Hydrocarbons produced from the

Exploitation Concession(s), shall each have the right to take, dispose of and separately sell their share of Available Crude Oil and Available Natural

Gas.



In accordance with Section 41 of the Law, Contractor Group must, before contemplating export of its share of production of Available Crude Oil,

contribute to the needs of the local market of Morocco. The price of the sold Available Crude Oil in the domestic market shall be the Market Price as

determined pursuant to Article 6. The portion so required to be sold by



18



Contractor Group in any calendar year shall not (unless otherwise agreed between the Parties) exceed the lesser of the quantities determined

according to the following ratios: either twenty percent (20%) of Contractor Group’s share of Available Crude Oil or Contractor Group’s share of

the domestic market deficit as measured by the ratio of Contractor Group’s share of Available Crude Oil to the total production of Crude Oil under

all petroleum agreements concluded in Morocco.



5.5



In the case of Natural Gas, the Parties will use their best endeavors to find domestic and foreign markets for such Natural Gas.

If the Parties agree that the quantity of Natural Gas discovered requires the construction of export facilities, in addition to domestic market facilities,

the Parties shall determine, after having informed the STATE, respective quantities to be reserved for the domestic market and for export customers

having entered into long-term contracts. ONHYM shall use its best endeavors to assist Contractor Group to obtain all necessary licenses and

authorisations for the construction of such facilities.



19



ARTICLE 6

MARKET PRICE



6.1

6.2



The Market Price in Dollars as determined in accordance with this Article 6 shall be used for the calculation of the royalty in cash and of the

corporate tax pursuant to Section 46 of the Law.

The Market Price for Crude Oil shall be determined each Quarter for each of the Parties, as follows:

(a)



Except in the case of sales of Crude Oil which do not meet the conditions set out below in Article 6.2 (b) or which are excluded by

Article 6.5, the Market Price shall be the actual price received by the Party in question for sales of Crude Oil in the relevant period. Market

Price shall be determined separately for each type of Crude Oil or Crude Oil blend and for each place of loading.



Such actual prices shall be adjusted to the price per Barrel, F.O.B. place of loading in Morocco.

(b)



Actual prices shall only be used if they are obtained from customers who generally purchase on a regular basis pursuant to purchase

contracts contemplating liftings over a period of at least ninety (90) days or from spot sales under arms length transactions, including

contracts notified under Article 6.2 (c).



(c)



If Crude Oil is to be sold by a Party under a long term contract with its Affiliate at a price based on the published prices of Crude Oil on

the international market, adjusted in particular to account for differences in quality and transport, then such Party shall submit a copy of

the contract to the appropriate department of the STATE.



6.3



If, during a given Quarter, a Party has made Crude Oil sales that do not fall under Article 6.2, the price to be applied to such sales shall be the

Market Price per barrel determined in accordance with Article 6.2 for the sales of said Party.



6.4



If there are no sales of Crude Oil within a Quarter by a Party which fall within Article 6.2, then the Market Price for the Party concerned will be

determined by agreement between the appropriate departments of the STATE and such Party.



Such Market Price shall be based upon weighted average sales prices in Dollars in the past preceding Quarter of a basket of leading types of Crude

20



Oils produced in major Crude Oil producing countries in the Arabian-Persian Gulf, Mediterranean, or in Africa, which are quoted and regularly sold

on the open market. The composition and weighting of the said basket shall be agreed between the STATE and the Party(ies) concerned, and may be

adjusted to reflect the individual characteristics of the particular Crude Oil or Crude Oil blend produced, taking into consideration positive or

negative adjustments generally applied in the international petroleum industry (corrections for quality, transportation, etc.). The intent of this

provision is to determine the Market Price in foreign currency that is obtainable generally in arms-length transactions, on the open market from

customers regularly purchasing on competitive commercial terms.



In determining the Market Price pursuant to this Article 6.4, the STATE and the Party(ies) shall consider all available relevant data, including the

weighted average actual prices, F.O.B. (INCOTERMS 2000 by the International Chamber of Commerce — I.C.C. and its future updates), exclusive

of any marketing fee, of Crude Oil produced under this Agreement, of any export sales by the Parties or by their Affiliates to third parties that are

non-Affiliates.



6.5



6.6



Prices of the following types of sales shall not be considered in fixing Market Price:

(i)



Sales, whether direct or indirect, through brokers or otherwise, by any Party to any Affiliate of such Party, unless such sales are under a

contract submitted to the STATE under Article 6.2(c) (except where the STATE has notified the Party, giving its reasons, within sixty (60)

days of submission, that it is not satisfied with the terms of such contract submitted under Article 6.2(c), because it does not agree on the

Fair Value of the price for such contract).



(ii)



Sales involving a quid pro quo other than payment in a foreign currency or motivated in whole or in part by considerations other than the

usual economic incentives for arms-length Crude Oil sales, for example, sales influenced by or involving special dealings, relations between

governments or barter transactions.



If the STATE and the relevant Party fail to agree under Article 6.4 on Market Price for any Crude Oil for any Quarter by at least fifteen (15) days

after the end of that Quarter, either of them, with notice to the other, may submit, for determination by a single arbitrator designated by the

International Center of Technical Expertise of the International Chamber of Commerce (I.C.C.), the question, what single price per Barrel, in the

arbitrator’s judgment, performed under I.C.C. rules and procedures, best represents the Market Price of that Crude Oil for the pertinent Quarter.



21



If the STATE does notify a Party that it is not satisfied that the price under a contract submitted under Article 6.2(c) is Fair Value, the question of

whether the price under the contract is Fair Value may be submitted for arbitration on the same basis as set out in the above paragraph.



The arbitrator’s decision shall be final and binding on the STATE and the Parties. For the purpose of arbitration under this Article 6.6, the

provisions of Articles 22.4 to 22.7 inclusive shall apply.



6.7



Market Price for Natural Gas shall be determined by applying, when applicable, the same general principles as those enumerated above for the

determination of the Market Price of Crude Oil, in respect of export sales of Natural Gas. In the case of domestic sales, the Market Price shall be the

price received.



6.8



The Parties agree that for the determination of royalties payable pursuant to Article 11, the Market Price fixed according to the above provisions shall

be adjusted by the deduction of all processing and transportation costs as well as sales costs incurred to deliver such Hydrocarbons to the purchaser.



22



PART IV

THE PARTIES’ OBLIGATIONS

23



ARTICLE 7

APPLICABLE LAW



7.1



Exploration Work and Development and Exploitation Work in the Area of Interest shall be performed in conformity with the provisions of this

Agreement, executed according to the Hydrocarbon Code, and with the laws and regulations of Morocco in force on the date of signature.



7.2



This Agreement shall be governed and interpreted in conformity with Moroccan Law in accordance with Section 33 of the Law.

24



ARTICLE 8

ADMINISTRATION CONTROL

The Parties shall be bound by the control procedures set out by the Hydrocarbon Code for all their activities relating to Exploration Works and to

Development and Exploitation Works.



25



ARTICLE 9

PROFESSIONAL TRAINING



9.1



Contractor Group shall contribute to the training of ONHYM ’s staff and technicians up to fifty thousand US Dollars (US $ 50,000) for each

twelve (12) Month period during the entire duration of this Agreement. The annual contribution to training shall be increased by twenty -five

thousand US Dollars (US $ 25,000) each time an Exploitation Concession is granted.



9.2



Pursuant to Article 47 of the Law, all training expenses incurred by Contractor Group in accordance with Article 9.1 of this Agreement shall be

considered as costs of exploration or exploitation in relation to the Exploration Permits or Exploitation Concession(s), as the case may be.



26



ARTICLE 10

SAFETY AND ENVIRONMENT

The Parties shall conduct all Exploration Works and the Development and Exploitation Works according to the rules relating to safety and the

protection of the environment in conformity with Section 38 of the Law as well as Sections 32 and 33 of the Decree.



27



PART V

FISCAL PROVISIONS



28



ARTICLE 11

ANNUAL ROYALTY



11.1



Each of the Parties shall pay the STATE an annual royalty on the value of its Percentage Interest of the Available Crude Oil and Available Natural

Gas produced from each Exploitation Concession at the following rates:

(a)



Exploitation Concession located onshore or offshore at a water depth less than or equal to 200 meters

Crude Oil

The production of the first 300,000 tons from an Exploitation Concession is exempt from the payment of royalty. Any production in excess

of 300,000 tons from an Exploitation Concession shall be subject to royalty at the rate of ten percent (10%).



Natural Gas

The production of the first 300 million cubic meters from an Exploitation Concession is exempt from the payment of royalty. Any

production in excess of 300 million cubic meters from an Exploitation Concession shall be subject to royalty at the rate of five percent (5%).

(b)



Exploitation Concession located offshore at a water depth of more than 200 meters

Crude Oil

The production of the first 500,000 tons from an Exploitation Concession is exempt from the payment of royalty. Any production in excess

of 500,000 tons from an Exploitation Concession shall be subject to royalty at the rate of seven percent (7%).



Natural Gas

The production of the first 500 million cubic meters from an Exploitation Concession is exempt from the payment of royalty. Any

production in excess of 500 million cubic meters from an Exploitation Concession shall be subject to royalty at the rate of three-and-a-half

percent (3.5%).



11.2



Payment of the annual royalty shall be made by the Parties as follows:



29



11.2.1



In respect of Natural Gas produced from any Exploitation Concession, royalty shall be paid to the STATE in cash, unless the STATE decides one

year in advance, by so notifying each of the Parties, to be paid in kind, in the point of production, for such Exploitation Concession.

In the case of Crude Oil, the STATE reserves the right to be paid royalties in cash or in kind in the point of production. Any decision by the STATE

to modify its choice of payment in respect of Crude Oil must be communicated to each of the Parties in writing at least six (6) Months prior to the

effective date of such a change.



11.2.2



In respect of any royalties to be paid to the STATE in cash, on or before 31 st of July and 31 st of January of each calendar year, each of the Parties

shall pay the STATE on account of the annual royalty for the six Month periods ending 30 th June and 31 st December of the calendar year in question,

in respect of the sales of Available Crude Oil or Available Natural Gas produced from each of the Exploitation Concession(s) during such six Month

period.



The amount of such payments shall be estimated by each of the Parties by utilizing the appropriate Market Prices for royalty calculations for Crude

Oil and/or Natural Gas in effect during the Quarters to which such payment relates as determined pursuant to Article 6.



11.2.3



Within ninety (90) days following the end of each calendar year, each of the Parties shall submit to the STATE the final annual royalty declaration.

In the case of payment of royalty in cash, the Parties shall then settle the difference between the actual amounts due and the sum of the estimated

payments made for the calendar year in question.

If the sum of the estimated payments made is greater than the final amount due, the difference shall be carried forward as a credit to the annual

royalty for the next calendar year, and shall be deducted from the next payment(s) to be made.

30



ARTICLE 12

CORPORATE INCOME TAX



12.1.



In accordance with article 5 of the “Code Général des Impôts” instituted by finance law n° 43-06 for the 2007 financial year, promulgated by dahir

n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008 financial year, by finance law n° 40-08 for

the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10 for the 2011 financial year, and in

accordance with Sections 46, 47, 48 and 49 of the Law, each of the Parties shall calculate and pay the STATE the corporate income tax according to

the law n°24-86 establishing the corporate income tax as amended and completed, utilizing the Market Prices determined pursuant to Article 6.



12.2.



In accordance with article 6-II-B-2° of “Code Général des Impôts” instituted by finance law n° 43-06 for the 2007 financial year, promulgated by

dahir n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008 financial year, by finance law n° 40-08

for the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10 for the 2011 financial year, each of the

Parties shall benefit of a total exemption from corporate income tax for a ten consecutive year-period for each Exploitation Concession starting from

the date of commencement of regular production from such Exploitation Concession.

31



ARTICLE 13

CUSTOMS

Each of the Parties, their contractors and sub-contractors shall benefit from the customs regime specified in Sections 50, 51 and 52 of the Law.

32



ARTICLE 14

FOREIGN EXCHANGE AND OTHER FISCAL PROVISIONS

14.1



In accordance with article 6-I-C-1 of “Code Général des Impôts” instituted by by finance law n° 43-06 for the 2007 financial year, promulgated by

dahir n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008 financial year, by finance law n° 40-08

for the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10 for the 2011 financial year, and with

provisions of Sections 53 to 58, 60 and 62 of the Law, each of the Parties, when applicable, shall benefit, from measures relating to the duty on

actual capital contributions, the foreign exchange regime, the business activity tax (Impôt des patentes), the urban tax, un-built urban areas tax and

the tax on proceeds from shares, capital rights and similar revenues.



14.2



In accordance with the provisions of articles 92-I-40° and 123-41° of “Code Général des Impôts” instituted by by finance law n° 43-06 for the 2007

financial year, promulgated by dahir n° 1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended by finance law n° 38-07 for the 2008

financial year, by finance law n° 40-08 for the 2009 financial year, by finance law n° 48-09 for the 2010 financial year and by finance law n° 43-10

for the 2011 financial year, and Section 61 of the Law, each of the Parties, their contractors and sub-contractors shall benefit from exemption from

value-added tax on goods and services acquired in the domestic market or imported from abroad.



14.3



Withholding tax will apply to payments for services provided by all foreign companies in accordance with law n° 24-86, as amended and

completed, and in accordance with any double taxation treaties applicable to such foreign company.



14.4



Contractor Group shall pay the application fees for the grant and extensions of the Exploration Permits.



14.5



Each of the Parties shall pay its proportional share of the annual surface rental of one thousand Dirham (1,000 DH) per square kilometer on all

Exploitation Concession(s).

33



ARTICLE 15

BONUSES



15.1



Contractor Group agrees to pay the STATE, when a deposit of Hydrocarbons in the Area of Interest in which it has a Percentage Interest is

declared pursuant to the Association Contract to contain commercially exploitable quantities, a discovery Bonus of an amount of one million US

Dollars (US $ 1,000,000). This payment has to be made within thirty (30) days of the official granting of the Exploitation Concession.



15.2



In addition, starting from the date the total production of Crude Oil or Barrels equivalent Crude Oil, from all Exploitation Concessions in the Area of

Interest in which Contractor Group has a Percentage Interest has reached and been maintained during a period of thirty (30) consecutive days at the

daily production levels listed below, Contractor Group shall pay the STATE the corresponding bonuses payable within thirty (30) days of the end

of the Month in which the aggregate levels of production have first been so maintained:



50,000 BOPD/BOE per day



one million US Dollars



(US$1,000,000)



75,000 BOPD/BOE per day



two million US Dollars

(US$2,000,000)



100,000 BOPD/BOE per day



three million US Dollars



(US$3,000,000)

More than 100,000 BOPD/BOE per day



four million US Dollars

(US$ 4,000,000)



It is understood that the Bonuses specified in Article 15.2 will be a one time, lump sum payment for each level of production when such level of

production is reached and maintained for a period of 30 consecutive days.



The Bonus payments established in Articles 15.1 and 15.2 above shall be deemed development costs and shall be deductible for the calculation of

Contractor Group’s taxable profits.

34



ARTICLE 16

STABILITY



16.1



The economic terms and conditions which will apply to Contractor Group for the activities to be conducted by Contractor Group under this

Petroleum Agreement and throughout its period of validity, have been agreed after negotiations in good faith on the basis of the legislation in force in

Morocco on the date of signature.



16.2



In the event that a change in Regulations has a significant adverse effect on the economic benefits that Contractor Group would have received if

such change had not been made, the terms of this Agreement will be as soon as possible adjusted in order to compensate Contractor Group for such

adverse effect.



ONHYM shall use every effort with the STATE to preserve or re-establish in favor of Contractor Group the economic terms and conditions

prevailing at the time of signature. If despite the efforts of ONHYM , this should not prove to be possible Contractor Group shall notify in writing

to ONHYM a proposal for the necessary changes to be made to the terms of this Agreement in order to compensate for such adverse effect, and the

Parties shall endeavor to agree on such changes to the terms hereof.



If the Parties fail to agree on such changes within a term of sixty (60) days from the date on which Contractor Group delivers a notice on this

regard to ONHYM , the matter may be referred to Arbitration under Article 22.



35



PART VI

MISCELLANEOUS PROVISIONS



36



ARTICLE 17

TRANSFER OF PERCENTAGE INTERESTS



17.1



Any member of Contractor Group shall be entitled to transfer all or part of its Percentage Interest in the Exploration Permits, in accordance with the

provisions of the Hydrocarbon Code, and subject to the provisions of the Association Contract. Any transfer of such Contractor Group member’s

Percentage Interest in the Exploration Permits during the validity of an Exploration Period, may not be made without the prior written authorization of

the Minister in charge of Energy. Notwithstanding the foregoing and for the avoidance of doubt, the Parties agree and acknowledge that any pledge,

mortgage charge, lien, hypothecation, encumbrance, by way of security of its interest under the Exploration Permits will require only notification to

the Minister in charge of Energy.

If such a transfer takes place, the Parties shall enter into an amendment to this Agreement to define the new Percentage Interests and the corresponding

commitments.



17.2



Any Party shall be entitled at any time to transfer all or part of its Percentage Interest in any Exploitation Concession, independently from the other

Exploitation Concession(s) in accordance with the provisions of the Hydrocarbon Code and subject to the provisions of the Association Contract. If

such a transfer takes place, the Parties shall enter into an amendment to this Agreement to recognize the new Percentage Interests and the

corresponding commitments.



17.3



The transferee of any such Percentage Interest shall become a Private Party to this Agreement upon the completion of the transfer of the Percentage

Interest to it in accordance with the provisions of the Hydrocarbon Code and the provisions of the Association Contract. The Private Party(ies) shall

be jointly and severally responsible for the obligations of Contractor Group set out in this Agreement.

37



ARTICLE 18

ASSOCIATION CONTRACT



18.1



Simultaneously with the signing of this Petroleum Agreement, ONHYM and Contractor Group shall sign an Association Contract in order to:



18.1.1



Establish the appropriate procedures to enable the Parties to perform jointly successful Exploration Works and Development and Exploitation Works

as specified in this Agreement relating to the Area of Interest;



18.1.2



Establish the necessary procedures to secure an orderly conduct of joint operations and to govern relations between the Parties; and,



18.1.3



Define and set forth the rights and obligations of each of the Parties.

38



ARTICLE 19

THE OPERATOR



19.1



KOSMOS is hereby designated as Operator for the conduct of all the operations and activities in respect of the Exploration Permits and the

Exploitation Concession(s) which will derive from the said Exploration Permits, until the creation of a Joint Operating Company or until such time as

it ceases to be Operator in accordance with the provisions of the Association Contract.



19.2



The rights and duties of the Operator are detailed in the Association Contract. The Operator shall unless otherwise agreed by the Parties or provided

herein, give notice on behalf of the Parties to the STATE under this Agreement and represent the Parties in discussions with the STATE or any other

Moroccan authorities, in accordance with the provisions of the Association Contract.



39



ARTICLE 20

CONFIDENTIALITY

20.1



Each of the Parties undertakes to treat as confidential the terms of this Agreement, and information gathered by it as a result of the operations under

this Agreement (“Confidential Information ”), and shall not divulge Confidential Information to a person who is not a Party. Provided that a Party

may divulge Confidential Information in the following cases:



a)



b)



to the extent such Confidential Information is required to be furnished pursuant to any arbitration or legal proceedings, or by virtue of any

law applicable to such Party;



to any of its Affiliates, provided any such Affiliate maintains confidentiality as provided in this Article;



c)



to its or its Affiliates’ employees for the purposes of conducting operations hereunder, subject to each Party taking customary precautions

to ensure Confidential Information is kept confidential;



d)



subject to Article 20.2, to a contractor, subcontractor, professional adviser or auditor employed or potentially to be employed by a Party in

relation to the operations described in this Agreement, where such disclosure is required for the effective performance of the recipient’s

duties;



e)



subject to Article 20.2, to a credit establishment or any other financial institution or insurance institution in connection with the prospective

funding of a loan or other financial agreement or insurance agreement to be entered into for financing operations described in this Agreement

or insuring a Party’s interests in this Agreement;



f)



subject to Article 20.2, to a bona fide prospective transferee of the whole or part of a Percentage Interest in this Agreement, including an

entity with which such Party is conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of the

shares in such Party or any of its Affiliates which control such Party directly or indirectly;



g)



to the extent Confidential Information must be disclosed by the Party as a public communication for the purpose of complying with laws,

regulations and requirements of the Moroccan Government or pursuant to any rules or requirements of any other government or stock

exchange having jurisdiction over such Party, or its Affiliates;

40



h)

i)



if, before such disclosure, the Confidential Information had become public knowledge or had been legally obtained by the Party or any

Affiliate from a source other than under this Agreement; or



if such disclosure is approved in writing by all of the Parties.



20.2



Disclosure pursuant to Articles 20.1 (d), (e) and (f) shall not be made unless prior to such disclosure the disclosing Party has obtained a written

undertaking from the recipient to keep the data and information strictly confidential and not to use or disclose the data and information except for the

express purpose for which disclosure is to be made.



20.3



The Parties agree under all circumstances to honor the provisions of this Article 20 throughout the entire term of this Agreement. In addition,

Contractor Group undertakes under all circumstances to comply with the provisions of this Article 20 for a duration of three (3) years after the

expiry of the Exploration Permits in respect of which the Confidential Information was obtained.



20.4



Any member of Contractor Group shall notify and seek the approval of ONHYM before sending any press release or providing any information

demanded or requested by any public media relating to this Agreement. ONHYM shall respond within seventy-two (72) hours of receipt of such

notice and request for approval. If ONHYM does not provide a response within said seventy-two (72) hours, approval by ONHYM shall be deemed

to have been given.

Any member of Contractor Group shall provide ONHYM with information that such member of Contractor Group has provided to any

government agency or regulatory authority in compliance with statutory or regulatory requirements

41



ARTICLE 21

FORCE MAJEURE



21.1



Any failure or delay by one of the Parties in the performance of any of its obligations under this Agreement, with the exception of obligations in

respect of the payment of any amount due hereunder, shall be excused to the extent that it is attributable to an event of Force Majeure. For the

purposes of this Agreement, an event of Force Majeure shall mean any event which is unforeseen, insurmountable or beyond the reasonable control of

the Party affected, and which the Party affected can not prevent or overcome by exercising due diligence in accordance with oil industry standards.



21.2



The Party whose ability to perform its obligations is affected by an event of Force Majeure, shall advise the other Parties thereof in writing as soon as

possible. Each of the Parties shall take all steps that are reasonably within their power to ensure that an event of Force Majeure is overcome as soon as

possible.



21.3



As soon as practicable, once the period of an event of Force Majeure ceases, operations affected by an event of Force Majeure shall recommence.



21.4



If as a result of an event of Force Majeure, the operations are delayed, curtailed or prevented for a period of time then the time for carrying out the

affected operations will be extended by a period equal to the period of an event of Force Majeure. In addition the period of validity of the Exploration

Permits and/or Exploitation Concession(s) shall be extended by a period equal to the period of an event of Force Majeure.

42



ARTICLE 22

ARBITRATION



22.1



The Parties shall use all reasonable endeavors to amicably reach an equitable settlement of any dispute arising out of or in connection with this

Agreement. If an amicable settlement cannot be reached within sixty (60) days from the time one Party delivers a notice to the other Party , such

dispute shall be settled by arbitration as provided below.



22.2



With the exception of any disputes with regard to the determination of Market Price, which shall be settled in conformity with Article 6, all disputes

arising out of or in connection with this Agreement, which have not been amicably resolved as proved in Article 22.1, shall be definitively settled by

arbitration before the International Centre for the Settlement of Investment Disputes (ICSID). If, for whatever reason, the dispute does not fall within

the jurisdiction of ICSID, it shall then be submitted to arbitration under the rules for conciliation and arbitration of the International Chamber of

Commerce (ICC).



22.3



The arbitration tribunal shall be composed of three (3) arbitrators, one appointed by ONHYM and the other by Contractor Group and the third

arbitrator, who shall be president of the arbitral tribunal, appointed by agreement between the first two arbitrators. If there shall be any default in

appointing an arbitrator, such arbitrator shall be appointed on the application of any Party by the President of the Administrative Council of ICSID

(or, if the arbitration is being conducted under the ICC rules, by the President of the ICC Arbitration Court). The arbitration tribunal shall apply

Moroccan Law.



22.4



Any arbitration proceeding shall take place in Paris (France) and shall be conducted in the French language.



22.5



It is agreed that recourse to arbitration shall be made directly by one Party by notice to ICSID (or ICC) with a copy to the other Party(ies). The Parties

expressly agree that the arbitration award shall be final and binding and that it may be recognised or enforced by any court of competent jurisdiction,

in accordance with Article 54 of the ICSID Convention or the ICC Rules as the case may be.



The Parties waive any right of immunity as to it or its property in respect of the enforcement of and execution upon any award rendered under this

Article 22.



22.6



The Parties commit irrevocably to apply any decision given by an arbitral tribunal constituted according to the provisions of this Agreement.

43



22.7



Each Party shall bear its own costs and expenses, including its attorneys’ fees, incurred relating to the arbitration, but the costs of the arbitrators and

the arbitration tribunal shall be borne by the Party against whom the ruling is made.

44



ARTICLE 23

NOTIFICATION



All notices which must or may be given in accordance with the Hydrocarbon Code and with this Agreement, shall be in writing and may be delivered

by hand or notified by electronic mail, or fax, at sender’s option and expense, and (unless delivered by hand or acknowledged or otherwise agreed by

the receiving Party) shall be confirmed by registered letter with acknowledgement of receipt and shall become effective once received by the first of

these means of transmission:



These notices shall be addressed as follows:



To:

Address:



The STATE

Ministry in charge of Energy,

B.P. 6208 - Rabat Instituts

Haut Agdal, Rabat — MAROC



Attention:

E-mail:

FAX:



Le Secrétaire Général



To:

Address:



ONHYM

The Office National des Hydrocarbures et des Mines

5 Avenue Moulay Hassan

B.P. 99 - RABAT - MAROC

Le Directeur Général

benkhadra@onhym.com



Attention:

E-mail:

Fax:

To:

Address:



Attention:

E-mail:

Fax:



(212) 05 37 77 47 32



(212) 05 37 28 16 26 / 05 37 79 44 75

KOSMOS ENERGY DEEPWATER MOROCCO

4th Floor, Century Yard

Cricket Square, Hutchins Drive

Elgin Avenue, George Town

Gran Cayman KY1-1209

Cayman Islands

Andrew Johnson

whayes@kosmosenergy.com

+ 1 345 527 2105



45



with copy to:



Address:



E-mail:

Fax:

To:

Address:



Attention:

E-mail:

Fax:



KOSMOS ENERGY DEEPWATER MOROCCO

c/o KOSMOS ENERGY, LLC

8176 Park Lane

Suite 500

Dallas, Texas 75231

General Counsel

whayes@kosmosenergy.com

+ 1 214 363 9024



PATHFINDER HYDROCARBON VENTURES LIMITED

Pathfinder Hydrocarbon Ventures Limited, Channel

House, Green Street, St. Helier, Jersey JE2 4UH, British

Channel Islands

Mr Paul Griffiths

paulgriffiths@eircom.net

00 44 1534 834601



For the purposes of this Agreement, any Party may change its notification address by notice in writing to the other Party(ies), provided that notices to

the old address shall continue to be validly served for a period of ten (10) days following notification of such change.



46



ARTICLE 24

OTHER PROVISIONS



24.1



All notices and any applications to and correspondence with the STATE which may have to be given in accordance with the Hydrocarbon Code and

this Agreement will be in the French language, while technical data and documents may be established in the French language or the English

language.



24.2



If any Party does not require performance of any of the provisions of this Agreement or exercise its rights and privileges arising out of the

Hydrocarbon Code and/or of this Agreement, this shall not be deemed a waiver of any such provisions, rights and privileges. Any express waiver

shall not be deemed to be a waiver in respect of any future exercise of such provisions, rights and privileges.



24.3



The Parties’ respective successors and all their assignees shall be bound by and benefit from this Agreement.



24.4



This Agreement is signed in French and English versions. In case of any difference of interpretation, the French version shall prevail.



24.5



No provision of this Agreement may be amended or modified except by mutual agreement in writing and signed by the Parties. Such amendments or

modifications shall not become effective until they have been approved by a joint order issued in accordance with the Hydrocarbon Code.



24.6



Where this Agreement is silent in respect of any given situation, the provisions of the Hydrocarbon Code shall apply.

47



ARTICLE 25



EFFECTIVE DATE



25.1



As stipulated in Section 34 of the Law and Section 60 of the Decree, this Petroleum Agreement shall be approved by a joint order issued by the

Minister in charge of Energy and the Minister in charge of Finance.



25.2



This Agreement will become effective on the date of the signature of the aforesaid joint order “Effective Date” and will remain in force until its

termination in accordance with the provisions of Article 2.



IN WITNESS WHEREOF, THIS AGREEMENT IS EXECUTED IN SIX (6) ORIGINAL COPIES IN THE FRENCH LANGUAGE AND

THREE (3) ORIGINAL COPIES IN THE ENGLISH LANGUAGE.



IN RABAT ON THIS DAY OF May 4, 2011

OFFICE NATIONAL DES HYDROCARBURES ET DES MINES,

ACTING ON BEHALF OF THE KINGDOM OF MOROCCO,



BY:



TITLE::



/s/ MME. AMINA BENKHADRA

MME. AMINA BENKHADRA

GENERAL DIRECTOR



KOSMOS ENERGY DEEPWATER MOROCCO



BY:



TITLE:



/s/ MR. JOSEPH MATTHEWS

MR. JOSEPH MATTHEWS

VICE PRESIDENT



PATHFINDER HYDROCARBON VENTURES LIMITED



BY:



TITLE:



/s/ MR. PAUL GRIFFITHS

MR. PAUL GRIFFITHS

CHIEF EXECUTIVE OFFICER

48



APPENDIX I

DEFINITIONS

The corresponding definitions set forth in the Law are hereby adopted and incorporated by reference herein, and accordingly shall apply for all purposes

hereof.



The following words, terms and phrases shall have the meaning ascribed thereto below and accordingly shall apply for all purposes hereof, whenever any of

the following words and expressions (words importing gender include all genders) are used in this Petroleum Agreement with an initial capital letter:



1)



“Affiliate” means: (i)



in relation to KOSMOS and PHVL;

(a)



(ii)



any company (other than KOSMOS or PHVL) which is for the time being directly or indirectly controlled by KOSMOS or

PHVL.



in relation to any Party other than KOSMOS or PHVL;

(a)



any company or entity controlled by such Party;



(b)



any company or entity which controls such Party;



(c)



any company or entity which is controlled by another company or entity which controls such Party.



“Control” shall mean the ownership, (whether such ownership is direct or indirect through a series of companies or entities) by one or more

companies or entities of at least fifty percent (50 %):

(a)



of the voting stock of another company or entity which is issuing voting stock ; or



(b)



of the rights to decide the appointment of managers of another entity which is not issuing voting stock.



In the case of ONHYM , this definition shall include the STATE and any entity controlled by the STATE.



2)



“Appraisal Well” means any well whose purpose at the time of commencement of drilling such well is the determination of the extent, volume or

producibility of a discovery of Hydrocarbons.

49



3)



“Area of Interest” means the Area of Interest more particularly described in Appendix II of the Petroleum Agreement or the portion of such Area that

remains subject to this Agreement.



4)



“Article” means an article of this Agreement unless otherwise indicated.



5)



“Association Contract” means the document referred to in Article 18.1.



6)



“Available Crude Oil” means, for each Exploitation Concession, the Crude Oil produced after deduction of the Crude Oil used in carrying out

Development and Exploitation Work and Exploration Work.



7)



“Available Natural Gas” means, for each Exploitation Concession, Natural Gas produced, whether or not produced in association with Crude

Oil, after deduction of the Natural Gas used as fuel, or for secondary recovery, re-injected or flared in carrying out Development and Exploitation

Work and Exploration Work.



8)



“Bank” means any financial institution that issues a guarantee pursuant to Article 4.2.4.



9)



“Bank Guarantee” means an irrevocable bank guarantee, acceptable to ONHYM, provided by Operator in order to secure the completion of the

Minimum Exploration Work Programmes set out in Articles 4.2.1, 4.2.2 and 4.2.3.



10)



“Commercial Discovery” means a discovery of Hydrocarbons which, after completion of an adequate program of appraisal drilling, the Parties

prove reveals potentially recoverable Hydrocarbon reserves which could give rise to an economically profitable exploitation, and which the Parties

undertake to develop.



11)



“Contractor Group ” means Kosmos and Pathfinder and any of their successors or assigns.



12)



“Crude Oil” means all Hydrocarbons that are liquid in their natural state, or obtained by the condensation or separation of Natural Gas and

asphalt.



13)



“Decree” has the meaning ascribed thereto in the Preamble.



14)



Development and Exploitation Work” means any operation relating to the development or production of a Hydrocarbon deposit within the area

covered by an Exploitation Concession, whether carried out within or outside Morocco and, in particular, geological and geophysical work, the

drilling of development wells, the production of Hydrocarbons, the installation of collection pipes and the operations necessary to the maintenance of

pressure and to primary or secondary recovery.



50



15)



“Dollar or US$” means Dollar of United States of America.



16)



“Effective Date” means the date on which the joint order has been signed pursuant to Article 25.



17)



“Exploitation Concession” means any Exploitation Concession granted to the Parties pursuant to the Hydrocarbon Code and this Agreement,

which derives from the Exploration Permits.



18)



“Exploration Period” means the Initial Period, or any of the Extension Periods referenced in Article 4.2.



19)



“Exploration Permits” means the Exploration Permits referred to in Article 3 granted to the Parties pursuant to the Hydrocarbon Code and this

Agreement in the Area of Interest.



20)



“Exploration Work” has the meaning set out in Article 4.1.



21)



“Exploration Well” means any well whose purpose at the time of commencement of drilling such well is to explore for any accumulation of

Hydrocarbons whose existence at that time was not confirmed by drilling.



22)



“Extension Period” means the First and/or the Second Extension Period.



23)



“Fair Value” means the Market Price based upon weighted average sales prices in Dollars in the past Quarter of a basket of leading Crude Oils

produced in major Crude Oil producing countries in the Arabian-Persian Gulf, Mediterranean, or in Africa which are quoted and regularly sold on

the open market. The composition and weighting of the said basket shall be agreed between the STATE and the Party(ies) concerned, and may be

adjusted from time to time, to reflect the individual characteristics of the particular Crude Oil or Crude Oil blend produced, taking into consideration

positive or negative adjustments generally applied in the international petroleum industry (corrections for quality, transportation, etc.).



24)



“First Extension Period” shall mean the period of two and half (2.5) years duration as stipulated in Article 3.3(b).



25)



“Force Majeure” has the meaning set out in Article 21.



26)



“Hydrocarbon Code” has the meaning ascribed thereto in the Preamble.



27)



“Hydrocarbons” means naturally occurring Hydrocarbons whether liquid, gaseous or solid other than bituminous shale, and shall include Crude

Oil and Natural Gas



28)



“Initial Period” means the period of two and one half (2.5) years duration as stipulated in Article 3.3(a).



51



29)



“Kosmos ” means Kosmos Energy Deepwater Morocco and any of its successors and assigns.



30)



“Law” has the meaning ascribed thereto in the Preamble.



31)



“Market Price” means the prices for Hydrocarbons, determined as provided in Article 6 which shall be used for calculation of annual royalty in

cash and of corporate income tax.



32)



“Minimum Exploration Work Program” means the Exploration Work to be completed before the end of the Initial Period or any of the Extension

Periods referred to in Articles 4.2.1, 4.2.2 and 4.2.3.



33)



“Month” means a calendar month according to the Gregorian calendar.



34)



“Natural Gas” means all gaseous Hydrocarbons obtained from oil or gas wells together with gas that is the residue of the process of separation of

liquid Hydrocarbons.



35)



“ONHYM” means the Office National des Hydrocarbures et des Mines and any of its successors and assigns.



36)



“Operator” means KOSMOS , appointed in accordance with Article 19.



37)



“Party” means ONHYM or PHVL or KOSMOS or a transferee Party individually, and “ Parties” shall refer to them collectively.



38)



“Percentage Interest” means in respect of the Exploration Permits, the percentage interests of the Parties as set forth in Article 3.1(b) and, in respect

of any Exploitation Concession, the percentage interests of the Parties as set forth in Article 5.2.



39)



“Petroleum Agreement” or “this Agreement” means the agreement of which this Appendix I forms part.



40)



“PHVL” means Pathfinder Hydrocarbon Ventures Limited and any of its successors and assigns.



41)



“Private Party” means Contractor Group in its capacity as a Party and / or any transferee of PHVL or KOSMOS or of another Private Party

in accordance with Article 17.

52



42)



“Quarter” means a period of three Months commencing on the first day of January, April, July or October in any calendar year.



43)



“Regulations” means all applicable laws, decrees, rules and regulations, including all administrative practices relating thereto.



44)



“ Second Extension Period ” shall mean the period of three (3) years duration as stipulated in Article 3.3(c).

53



APPENDIX II



MAP AND DESCRIPTION OF THE AREA OF INTEREST



54



APPENDIX III



LIST OF DELIVERABLES

The Deliverables shall be remitted to ONHYM in the following formats:

I.



Seismic : Acquisition and processing

I.1. 2D and 3D Seismic :



· Field data on cartridges, 3592 or LTO-04 in an international standard format (SEG-D format)

· Intermediate data such as miror CDP

· Data processed on cartridge, 3592 or LTO-04 (stack and migration) SEG-Y with header information about the processed seismic data (processing

sequence, navigation data or coordinates)



· Special processing (PSDM, AVO) on cartridge 3592 or LTO-04 in SEG-Y format with header information about the processed seismic data

(processing sequence, navigation data or coordinates)



· Complete sequence of processing in hard copy or electronic format

· Velocities analysis data

· Field documents (operating report of the seismic acquisition, field note-book, coordinates of the shooting points and of the receivers, data of the

alteration zone (WZ), and seismic data test ) in hard copy and electronic formats



· Navigation data on CD (for the offshore data)

For onshore data acquisition, the Projection System is : UTM

Options for the projection: Ellipsoid: WGS84

Format: UKOOA in ASCII or EXCEL

I.2.



Seismic: Reprocessing:



· Data processed on cartridge, 3592 or LTO-04 (Stack and migration) SEG-Y with header information about the processed seismic data

(processing sequence, navigation data or coordinates)



· Special processing (PSDM, AVO) on cartridge 3592 or LTO-04 in SEG-Y format with header information about the processed seismic data

(processing sequence, navigation data or coordinates)



· Complete sequence of processing in hard copy or electronic format

· Velocities analysis data in ASCCI format

55



II.



Magnetic, gravimetric, Electromagnetic, Magneto —telluric and electrical data:



· Raw data in an international standard format together with all the supporting documents

· Processed data in an international standard format

· Interpretation of these data

III.



Drilling :



· Cuttings: an average of 500 grams of washed cuttings and 500 grams of non-washed cuttings from each 5 m for the interval of the reservoir ; and

·

·

·

·

·

·

·

IV.



from each 10-20 m for the remaining of the well

Cores : half of the cores cut in length

Electrical logs: data of all drilling operations in an international standard format



Check shot Survey ,VSP

Seismic coring

data of well test (pressure, samples of received fluide, PVT analysis and water analysis)

Final well report that includes drilling evaluation report and logs interpretation (paper and electronic format)

Copy of composite log



Studies :



·

·

·

·

·

·

·



Preliminary Reports (work progress reports at the end of each year)

Final Report for each phase (paper and electronic format): this report will include in particular :

Text and plates

Report on the field geological work

Conventional and special analysis of the cores

Copy of electrical logs of drilling in standard electronic format (Las, picture)

Copies of different laboratory studies and analyses

· Geochemistry,

· Stratigraphy

· Petrophysics

· Sedimentology



Any other studies, operational reports and/or operational data resulting from any works executed by third parties on behalf of Contractor Group directly

relating to the Exploration Work or Development and Exploitation Work in the area of the Permits. For the avoidance of doubt, this obligation does not apply to

such information as any proprietary or confidential information or reports, parent company financial



56



information, reserve information or confidential information or reports provided to governmental authorities.



Copy of any tender and contract with a value in excess of one million US Dollars (US$ 1 000 000 US $ ) with service companies in paper and electronic

format.



57



Exhibit 10.15



DEED OF ASSIGNMENT

IN



PETROLEUM AGREEMENT

FOR



THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS



IN THE ZONE OF INTEREST

NAMED

“FOUM ASSAKA OFFSHORE”



The present deed of assignment has been concluded between:



PATHFINDER HYDROCARBON VENTURES LIMITED. hereinafter named “PHVL”, a company organized and established under the laws of Jersey

(Company Registration Number 97888), whose registered office is located at Channel House, Green Street, St. Helier, Jersey JE2 4UH, British Channel

Islands (the “Assignor”), herein represented by its Chief Executive Officer. Mr. Paul GRIFFITHS,

AND



KOSMOS ENERGY DEEPWATER MOROCCO, hereinafter named “KOSMOS”, a company organized and established under the laws of the Cayman

Islands, whose registered office is located at 4th Floor, Century Yard, Cricket Square, Hutchins Drive, Elgin Avenue, George Town. Grand Cayman KY11209, Cayman Islands (the “Assignee”), herein represented by its Vice President, Mr. Joseph MATTHEWS,

PHVL and KOSMOS may collectively be referred to as the ‘`Parties”



PREAMBLE



A.



The Office National des Hydrocarbures et des Mines (“ONHYM”), PHVL and KOSMOS are parties to:

a) the Petroleum Agreement between ONHYM, KOSMOS and PHVL signed on May 4 th, 2011 and approved by joint order of the Minister in

charge of Energy and the Minister in charge of Finance Ns 2333-11 on July 1st, 2011 published in Official Gaze tte N2 5978 dated September 15 m ,

2011 (the “Petroleum Agreement”), in pursuance of which they have obtained the exclusive right to undertake petroleum activities in the zone of

interest (“FOUM ASSAKA OFFSHORE”) comprising the exploration permits as specified in the Petroleum Agreement;



b) the Association Contract signed on May 4 m , 2011 relating to exploration for and exploitation of hydrocarbons in the zone of interest referred to



as FOUM ASSAKA OFFSHORE (the “Association Contract”):

c) the four (4) exploration permits referred to as “FOUM ASSAKA OFFSHORE I”, “FOUM ASSAKA OFFSHORE Il”. FOUM ASSAKA

OFFSHORE III and “FOUM ASSAKA OFFSHORE IV” granted by orders of the Minister in charge of Energy (the “Permits”);

The Petroleum Agreement. the Association Contract and the Permits are hereinafter collectively referred to as the “Documents”.



B.



in accordance with the Documents, ONHYM, PHVL and KOSMOS are holders of the exclusive right to prospect for liquid and gaseous

hydrocarbons in the area defined by the Permits;



C.



Article 17 of the Petroleum Agreement, and Clause 11 of the Association Contract, permits the Pa rties to the Petroleum Agreement and the

Association Contract to assign and transfer in whole or in pa rt their Interest as defined by the Documents in accordance with A rticle 8 of the Law n°

21-90 as amended and updated by the Law n° 27-99 and Section 19 of the Decree n° 2-93-786 as amended and updated by Decree n’ 2-99-210;



D.



Article 17 of the Petroleum Agreement and Clause 11 of the Association Contract require the approval of the Minister in charge of Energy and the

consent of the Pa rties before an assignee may acquire any rights pursuant to the Documents:



E.



The Parties have agreed that provided that the approvals and agreements referred to in Article 1 below are obtained, PHVL shall transfer to

KOSMOS eighteen point seven five per cent (18.75%) of its undivided Percentage Interest in accordance with the Documents (the “Assignment”).



In witness whereof, the Pa rties have agreed the following between themselves in consideration of the obligations set out in the present document:

Article 1



On the condition of the approval and agreement of the Minister in charge of Energy, and of ONHYM, PHVL and KOSMOS as well as those agreements

stated in the present document, the Assignment to KOSMOS shall be effective on the date of the signature of the joint order (arrêté) of the Minister in charge

of Energy and the Minister in charge of Finance approving the Amendment N°1 to the Petroleum Agreement (the “Effective Date”).

Article 2



Pursuant to the Documents, PHVL assign and transfer, and KOSMOS accept by the present document, eighteen point seven five per cent (18.75%) of its

undivided Interest in the Documents (the “KOSMOS Assigned Interest”), so that the interest held by the parties in the Documents at the Effective Date to the

Documents is as follows:

ONHYM twenty-five per cent (25%)



KOSMOS fifty-six point two five per cent (56.25%)



PHVL



eighteen point seven five per cent (18.75%)



Article 3



KOSMOS acknowledges and accept that it shall assume and fulfil all the obligations, responsibilities and duties from the Effective Date, under the

Documents that may arise after this date related to the KOSMOS Assigned Interest.

KOSMOS agrees to indemnify and hold each of ONHYM and PHVL harmless from and against all such obligations, liabilities, duties, costs and expenses

arising out of operations relating to the Documents which accrue after the Effective Date related to the KOSMOS Assigned Interest.

Article 4



PHVL declares and warrants by the present document that it has not in any way previously transferred, assigned or pledged its interest under the Documents

constituting the object of the present assignment to KOSMOS, and PHVL shall undertake to indemnify and shall hold KOSMOS harmless from all claims,

losses or damages that KOSMOS may suffer or incur owing to a violation of the above declaration and warranty.

PHVL herein commits to indemnify and hold KOSMOS harmless from all responsibilities and obligations relating to the KOSMOS Assigned Interest which

accrue after the Effective Date.



4



Article 5

The Parties shall sign all other documents and shall carry out all other activities that may be necessary or desirable to obtain the consent of the Minister in

charge of Energy as well as the present Assignment; to confirm or record the assignment of the KOSMOS Assigned Interest, and to put this into effect in

accordance with the laws of the Kingdom of Morocco.



Article 6

All the terms used in the present document (with the exception of the term “Pates”) have the same definition as that indicated in the Documents.



In witness whereof, the Parties have duly signed this Deed of Assignment in five (5) original copies on the 11 day of June 2012



PATHFINDER HYDROCARBON VENTURES LIMITED



/s/ Paul Griffiths



By:

Position:



PAUL GRIFFITHS

Chief Executive Officer



KOSMOS ENERGY DEEP WATER MOROCCO

/s/ Joseph Matthews



By:

Position:



JOSEPH MATTHEWS

Vice President



5



By their agreement to this Assignment as indicated in the present document, ONHYM and KOSMOS accept and consent to the KOSMOS Assignment.

Moreover, it is agreed that the conditions of A rticle 17 of the Petroleum Agreement and Article 11 of the Association Contract have been fulfilled.



Read and approved



Date: 11 June 2012



OFFICE NATIONAL DES HYDROCARBURES ET DES MINES.



/s/ Amina Benkhadra



By:



Amina Benkhadra



Position: Vice President



KOSMOS ENERGY DEEPWATER MOROCCO

/s/ Joseph Matthews



By:



Joseph Matthews



Position: Vice President



6



Exhibit 10.16



PETROLEUM AGREEMENT

REGARDING

THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS



BETWEEN

OFFICE NATIONAL DES HYDROCARBURES ET DES MINES

“ONHYM”



ACTING ON BEHALF OF THE STATE



AND

KOSMOS ENERGY DEEPWATER MOROCCO

“KOSMOS”



IN THE AREA OF INTEREST NAMED

“TARHAZOUTE OFFSHORE”



1



THIS PETROLEUM AGREEMENT IS CONCLUDED



BETWEEN,

The OFFICE NATIONAL DES HYDROCARBURES ET DES MINES , a public Moroccan establishment instituted by law n° 33-01 promulgated by

dahir n° 1-03-203 on the date of 16 Ramadan 1424 (November 11 th, 2003) and implemented by decree n°2-04-372 on the date of 16 Kaada 1425

(December 29, 2004), whose headquarter is at 5, Moulay Hassan Avenue B.P 99 - RABAT - MOROCCO, fiscal identification n° 330 4 540, Patent n°

25112444, RC n° 61 577, (hereinafter called “ ONHYM ”), acting on behalf of the Kingdom of Morocco (hereinafter called “the STATE”), herein represented

by its General Director, Mme. Amina BENKHADRA;



AND,

KOSMOS ENERGY DEEPWATER MOROCCO HC, a Cayman Islands company, whose office is at 4th Floor, Century Yard, Cricket Square,

Hutchins Drive, Elgin Avenue, George Town, Grand Cayman KY1-1209, CAYMAN ISLANDS (hereinafter called “ KOSMOS ”), herein represented by its

Vice President and Country Manager, Mr. Ragnar FREDSTED ;

ONHYM and KOSMOS will be hereinafter together called “the Parties” or individually the “Party”.



2



— TABLE OF CONTENTS —

5



PREAMBLE



PART I

SCOPE AND DURATION OF THE PETROLEUM AGREEMENT



ARTICLE 1

ARTICLE 2



SCOPE OF THE PETROLEUM AGREEMENT

DURATION AND TERMINATION OF THE PETROLEUM AGREEMENT



7

8



PART II

EXPLORATION PERMITS AND WORK



ARTICLE 3

ARTICLE 4



EXPLORATION PERMITS

EXPLORATION WORK



10



12

PART III

EXPLOITATION CONCESSION(S)



ARTICLE 5

ARTICLE 6



17

19



HYDROCARBON EXPLOITATION

MARKET PRICE



PART IV

THE PARTIES’ OBLIGATIONS



ARTICLE 7

ARTICLE 8

ARTICLE 9

ARTICLE 10



APPLICABLE LAW

ADMINISTRATION CONTROL

PROFESSIONAL TRAINING

SAFETY AND ENVIRONMENT



23

24



25

26

PART V

FISCAL PROVISIONS



ARTICLE 11

ARTICLE 12

ARTICLE 13

ARTICLE 14

ARTICLE 15

ARTICLE 16



ANNUAL ROYALTY

CORPORATE INCOME TAX

CUSTOMS

FOREIGN EXCHANGE AND OTHER FISCAL PROVISIONS

BONUSES

STABILITY



28

30



31

32

33

34



PART VI

MISCELLANEOUS PROVISIONS



ARTICLE 17

ARTICLE 18



36



TRANSFER OF PERCENTAGE INTERESTS

ASSOCIATION CONTRACT



37

3



ARTICLE 19

ARTICLE 20

ARTICLE 21

ARTICLE 22

ARTICLE 23

ARTICLE 24

ARTICLE 25



THE OPERATOR

CONFIDENTIALITY

FORCE MAJEURE

ARBITRATION

NOTIFICATION

OTHER PROVISIONS

EFFECTIVE DATE



APPENDIX I



DEFINITIONS



47



APPENDIX II



MAP AND DESCRIPTION OF THE AREA OF INTEREST



51



APPENDIX III



LIST OF DELIVERABLES



53



38



39

41

42

43



45

46



4



PREAMBLE

Whereas, the Law n°21-90, enacted by Dahir n°1-91-118 of 27 Ramadan 1412 (1 st April 1992) as amended by the Law n°27-99, enacted by Dahir n°199 -340 of 9 Kaada 1420 (15 th February 2000), hereinafter together called the “Law”, regulates the exploration for and the exploitation of Hydrocarbon deposits

in Morocco. The Law is implemented by the Decree n° 2-93-786 of 18 Joumada I 1414 (3 rd November 1993), which was amended by the Decree n° 2-99-210

of 9 Hija 1420 (16 th March 2000), hereinafter together called the “Decree”. The Law and the Decree are hereinafter together called “the Hydrocarbon Code”;

Whereas, section 5 of the decree n°2-04-372 of 16 Kaada 1425 (29 th December 2004) implementing the law n° 33-01 instituting the OFFICE NATIONAL

DES HYDROCARBURES ET DES MINES “ONHYM”, which stipulates that ONHYM is empowered to exercise on behalf of the State the duties listed

in Section 71 of the Law;



Taking into account the joint willingness of the Parties to undertake and achieve the exploration for and the exploitation of Hydrocarbon deposits within the

Area of Interest as specified in Article 3 and described in Appendix II of this Agreement;



NOW THEREFORE, THE FOLLOWING HAS BEEN AGREED UPON AND RESOLVED:



5



PART I

SCOPE AND DURATION OF THE

PETROLEUM AGREEMENT



6



ARTICLE 1

SCOPE OF THE PETROLEUM AGREEMENT

The purpose of this Agreement (of which the Appendices form part) is to specify the rights and obligations of the Parties resulting from the Exploration Permits

and any Exploitation Concession which might derive there from.



Definitions of various words, terms and phrases used in this Agreement are set forth in Appendix I of this Agreement.



7



ARTICLE 2

DURATION AND TERMINATION OF THE PETROLEUM AGREEMENT

This Agreement shall become effective in accordance with the provisions set forth in Article 25 and shall terminate in the following instances:



a)



If there is no Commercial Discovery of Hydrocarbons during the period of validity of any of the Exploration Permits referred to in Article 3,



b)



Upon expiration of the last producing Exploitation Concession obtained pursuant to Article 5, or upon final abandonment of the exploitation of all

Hydrocarbon deposits therein, occurring prior to the expiration of such Exploitation Concession;



c)



If KOSMOS elects to abandon entirely its Percentage Interest in the Exploration Permits and in the Exploitation Concession(s) in accordance with the

Hydrocarbon Code and this Agreement; or



d)



If the forfeiture of all of the Exploration Permits and/or all Exploitation Concessions obtained is pronounced in accordance with the Hydrocarbon

Code.



8



PART II

EXPLORATION PERMITS AND WORK



9



ARTICLE 3

EXPLORATION PERMITS



3.1



a) According to the Hydrocarbon Code, ONHYM and KOSMOS have filed jointly with the appropriate department of the Ministry in charge of

Energy the applications for the Exploration Permits named “Tarhazoute Offshore 1”, “Tarhazoute Offshore 2”, “Tarhazoute Offshore 3” and

“Tarhazoute Offshore 4”, more particularly described in Appendix II to this Agreement and which constitute the Area of Interest named “Tarhazoute

Offshore”.

b) In accordance with the second paragraph of Section 4 of the Law, the Parties agree that their respective Percentage Interests in the Exploration

Permits to be granted to them by the Minister in charge of Energy shall be:



KOSMOS

ONHYM



3.2



75%

25%



Each Exploration Permit is specified by its Datum Merchich geographical co-ordinates in Appendix II to this Agreement.



The Exploration Permits together cover an initial area of approximately 7,753.3 Km².



3.3



Each of the Exploration Permits shall have an overall duration of eight (8) years comprising:

(a)

(b)

(c)

(d)



an Initial Period of two (2) years and six (6) months;

a First Extension Period of two (2) years and six (6) months;

a Second Extension Period of three (3) years; and,

notwithstanding the terms of this Article 3.3, when Hydrocarbons are discovered during the last year of validity of the Second Extension

Period of the Exploration Permits, the Parties shall have the right to apply jointly for the exceptional period as mentioned in Section 24 of the

Law.



3.4



Applications for the extension of the Exploration Permits as well as the reduction in surface areas will be made in accordance with Sections 22 and

24 of the Law, and with Sections 10, 14, 15 and 16 of the Decree and Article 4.2 of this Agreement.



3.5



The partial or total abandonment of any of the Exploration Permits will be effected according to the Hydrocarbon Code.



3.6



The Parties agree that in the case where a Natural Gas discovery is made during the Exploration Period, but the commerciality of such discovery

cannot be declared due to the non-conclusion of one or more sales contract(s) of this Natural Gas, the Parties shall file at

10



the end of the Exploration Period with the appropriate department of the Ministry in charge of Energy applications for one or more exploration permits

covering the area(s) where the discovery(ies) is(are) located. The exploration permit application(s) shall set out the minimum exploration work

program which shall consist of evaluation and feasibility study(ies) of the said Natural Gas discovery(ies). In accordance with Section 4 of the Law,

the Parties shall sign a petroleum agreement in respect of the said exploration permit or exploration permits the provisions of which, with the exception

of the minimum exploration work program, shall be in accordance with this Petroleum Agreement.



11



ARTICLE 4

EXPLORATION WORK



4.1



Exploration Work shall mean all exploration and appraisal studies and operations in order to establish the existence of Hydrocarbons in

commercially exploitable quantities, conducted in or in relation to the Area of Interest, either within the Exploration Permits or the Exploitation

Concession(s), whether these activities are carried out within or outside Morocco.

Exploration Work includes but is not limited to the following:



·

·

·

·

·



hydrographic, geodesic, meteorological and topographic studies and surveys, if these operations are necessary for the Exploration Work and, in the

case of appraisal, operations to determine the limits and the productive capacity of a Hydrocarbon deposit in order to help in making a decision

whether or not to develop such Hydrocarbon deposit.

geological and geophysical studies and surveys.

studies and surveys aimed at determining the locations of Exploration Wells and Appraisal Wells;

drilling operations regarding Exploration Wells and Appraisal Wells;

tests and studies for the evaluation of reservoirs.



4.2



During the validity period of the Exploration Permits, KOSMOS agrees to perform the following Minimum Exploration Work Programs and to

devote sufficient funding thereto under the conditions and schedule set forth below:



4.2.1



Initial Period of two (2) years and six (6) months:

(a) KOSMOS commits, during the Initial Period to carry out the following Minimum Exploration Work Program:



· 1) Acquisition, processing and interpretation of 1200 km 2 of Multi Azimuth 3D seismic and subsequent integration with block-wide interpretation;

· 2) Special geophysical studies including AVO analysis over key prospects; and

· 3) Risking and ranking of prospects.

The estimated cost of such Minimum Exploration Work Program is four million US Dollars (US $4,000,000).

(b)After having completed the Minimum Exploration Work Program referred to in paragraph (a) above or subject to making the payment required in

respect thereof pursuant to Articles 4.2.5 and 4.2.6 KOSMOS shall notify ONHYM of its intention to abandon all its interest in the Exploration

Permits, or of its intention to enter into the First Extension Period.



12



4.2.2



(a) If KOSMOS decides, pursuant to Section 15 of the Decree, to enter into the First Extension Period of two (2) years and six (6) months duration

from the end of the Initial Period, KOSMOS will be committed to carry out the following Minimum Exploration Work Program:



· 1) Drilling of an Exploration Well to a minimum depth of two thousand seven hundred and fifty (2,750) meters below seabed or to the Cretaceous

objective, whichever is penetrated first; and

· 2) Evaluation of the results of such Exploration Well.



The estimated cost of such Minimum Exploration Work Program is thirty million US Dollars (US $30,000,000).

(b) After having completed the Minimum Exploration Work Program referred to in paragraph (a) above, or subject to making the payment required in

respect thereof pursuant to Articles 4.2.5. and 4.2.6, KOSMOS shall notify ONHYM of its intention to abandon all its interest in the Exploration

Permits, or of its intention to enter into the Second Extension Period.



4.2.3



(a) If KOSMOS decides, pursuant to Section 15 of the Decree, to enter into the Second Extension Period of three (3) years duration from the end of

the First Extension Period, KOSMOS will be committed to carry out the following Minimum Exploration Work Program:



· 1) Drilling of an Exploration Well to a minimum depth of two thousand seven hundred and fifty (2,750) meters below seabed or to the Cretaceous

objective, whichever is penetrated first; and

· 2) Evaluation of the results of such Exploration Well.



The estimated cost of such Minimum Exploration Work Program is thirty million US Dollars (US $30,000,000)

(b) After having completed the Minimum Exploration Work Program referred to in paragraph (a) above, or subject to making the payment requested

in respect thereof pursuant to Articles 4.2.5 and 4.2.6, KOSMOS shall notify ONHYM of its intention to abandon all its interest in the Exploration

Permits.



4.2.4



KOSMOS shall provide ONHYM with irrevocable on first demand Bank Guarantees acceptable to ONHYM in order to secure the completion of

the Minimum Exploration Work Programs set out in Articles 4.2.1, 4.2.2 and 4.2.3 as follows:

(a) No later than the date of signature of this Agreement, KOSMOS shall provide a Bank Guarantee on first demand for an amount of two million

US Dollars (US$2,000,000), in order to guarantee the fulfillment of the Minimum Exploration Work Program set out in Article 4.2.1(a). The

amount of the bank guarantee will be reduced to five hundred



13



thousand US Dollars (US$ 500,000) at the remittance by Kosmos of the field tapes and support data from the 1200 km2 of Multi Azimuth 3D

Seismic acquired pursuant to paragraph 4.2.1 (a) (1) . Another two hundred fifty thousand US Dollars (US$ 250,000) will be released at the

remittance of the processed 3D seismic data. The outstanding amount of two hundred fifty thousand US Dollars (US$ 250,000) will be

released at the remittance by Kosmos of all the reports deriving from the Minimum Exploration Work Program for the Initial Period.

(b) Each time KOSMOS decides to enter into an Extension Period pursuant to Articles 4.2.2 and 4.2.3, at the time of such application KOSMOS

shall provide a Bank Guarantee on first demand for an amount of five million US Dollars (US$ 5,000,000) in addition to the drilling contract

of the committed well. In the event KOSMOS does not provide the drilling contract, the amount of the Bank Guarantee will be twelve million

US Dollars (US$ 12,000,000). Once a drilling contract is provided the Bank Guarantee will be reduced to five million US Dollars

(US$5,000,000) . The Bank Guarantee, as stated in this paragraph, will be put in place in order to guarantee the fulfillment of the Minimum

Exploration Work Program set out in Articles 4.2.2(a) and 4.2.3(a) respectively.



4.2.5



KOSMOS shall notify ONHYM when KOSMOS has completed the Exploration Work in a Minimum Exploration Work Program for an

Exploration Period, and ONHYM shall, if the Bank Guarantee is due to be released pursuant to Article 4.2.4, within fifteen (15) days of such notice

from KOSMOS , give a notification to the Bank to release the Bank Guarantee or notify KOSMOS that it disagrees that such Minimum Exploration

Work Program has been completed. The Bank Guarantee shall be released at the relevant expiry date specified in Article 4.2.4, unless a payment is

due under Article 4.2.6., in which case the Bank Guarantee will be released when such payment is made.

Except in case of Force Majeure and as provided in Article 4.2.6, if KOSMOS does not fulfil totally or partially the Minimum Exploration Work

Program for a particular Exploration Period to which it is committed under Articles 4.2.1, 4.2.2 or 4.2.3, ONHYM shall call the Bank Guarantee in

conformity with the terms and conditions set out in Clause 7 of the Association Contract.



4.2.6



It is the intention of the Parties that the Exploration Work set out in the Minimum Exploration Work Programs shall be carried out by KOSMOS as

a minimum commitment. However, if for any reason other than Force Majeure, KOSMOS has not completed the Minimum Exploration Work

Program for a particular Exploration Period to which it is committed under Articles 4.2.1, 4.2.2 or 4.2.3 then KOSMOS shall pay a penalty equal to

the estimated cost of the Minimum Exploration Work Program set out in the relevant Article for the applicable period. Provided, however, that in the

event of technical difficulties, including but not limited to encountering impenetrable substances, high pressures, wellbore instability, mechanical

failures, unsafe conditions or other conditions, which KOSMOS is not able to overcome using good and prudent oil field practices, and such

technical difficulties prevent KOSMOS from fulfilling the Minimum Exploration Work Program, KOSMOS may cease operations and will be

deemed to have fulfilled the

14



Minimum Exploration Work Program set out in the relevant Article.

Additionally, if and insofar as any Exploration Work in the Minimum Exploration Work Programs detailed in Articles 4.2.2 and 4.2.3 which has

already been carried out by KOSMOS prior to the commencement of the applicable Extension Period, such Exploration Work shall be credited to

KOSMOS for the purpose of fulfilling the Minimum Exploration Work Program set out in Articles 4.2.2 and 4.2.3, as the case may be.

It is understood between the Parties that, in case ONHYM did call the Bank Guarantee according to Article 4.2.5., the amount of such bank

Guarantee, if already paid to ONHYM , will be deducted from the amount of the penalty due to be paid according to the first paragraph of this

Article 4.2.6. If the amount of the Bank Guarantee is not paid to ONHYM , the amount of the penalty will be equal to the estimated cost of the

Minimum Exploration Work Program set out in the relevant Article.



4.2.7



Subject to Article 4.2.6, it is understood and expressly agreed, that it is the performance of the Minimum Exploration Work Program and not the

expenditures associated with the estimated cost thereof which shall determine KOSMOS ’s compliance with this Agreement. Performance of the

Minimum Exploration Work Program shall be deemed to constitute the fulfillment of all obligations related to payment of the estimated costs provided

in Articles 4.2.1, 4.2.2, and 4.2.3 for the applicable period.



4.2.8



Notwithstanding the provisions of Article 3.1, all costs incurred in carrying out Exploration Work shall be borne entirely by KOSMOS , without

any obligation for ONHYM to provide any reimbursement.



4.2.9



Furthermore, ONHYM has the right to control and audit expenditures relating to Exploration Works incurred by KOSMOS during the Initial Period

and any Extension Periods in order to control the fulfilment of the Minimum Exploration Work Program.



15



PART III

EXPLOITATION CONCESSION(S)



16



ARTICLE 5

HYDROCARBON EXPLOITATION



5.1



In accordance with the provisions of Section 27 of the Law, the discovery of a commercially exploitable Hydrocarbon deposit shall give the Parties

the right to obtain, at their request, an Exploitation Concession covering all of the area of said deposit. The maximum duration of the Exploitation

Concession shall be twenty-five (25) years. However, one single exceptional extension, not to exceed ten (10) years, may be granted, upon joint

application by the Parties if the rational and economic exploitation of the deposit so justifies; ONHYM and KOSMOS shall jointly apply the

procedure to obtain the aforementioned exceptional extension.



5.2



Subject to any assignment in accordance with Article 17, the indivisible Percentage Interest of the Parties in each of the Exploitation

Concession(s) shall be:



KOSMOS

ONHYM



75%

25%



5.3



Expenses for Development and Exploitation Work in respect of a Hydrocarbons deposit, incurred after the declaration made in accordance with the

provisions of the Hydrocarbon Code and the Association Contract that such deposit contains commercially exploitable quantities, shall be funded by

the Parties in proportion to their respective Percentage Interests. However ONHYM shall not be required to commence the payment of its share of such

expenses until the effective date of the relevant Exploitation Concession.



5.4



The Parties, each being the sole owner at the point of production of their respective Percentage Interest shares in the Hydrocarbons produced from the

Exploitation Concession(s), shall each have the right to take, dispose of and separately sell their share of Available Crude Oil and Available Natural

Gas.



No later than ninety (90) days before commencement of production from the Exploitation Concession, the Parties shall sign an agreement (the

“Lifting Agreement”) the terms of which shall govern and facilitate the separate lifting of Crude Oil by the Parties. The Lifting Agreement shall detail,

inter alia, terms relating to each Party’s share in the Crude Oil, the timetable for lifting nominations by the Parties, under/overlift provisions, cargo

procedures, vessel capacity acceptance procedures and failure to lift provisions.



In accordance with Section 41 of the Law, KOSMOS must, before contemplating export of its share of production of Available Crude Oil, contribute

to the needs of the local market of Morocco. The price of the sold Available Crude Oil in the domestic market shall be the Market Price as determined

pursuant to Article 6. The portion so required to be sold by



17



KOSMOS in any calendar year shall not (unless otherwise agreed between the Parties) exceed the lesser of the quantities determined according to the

following ratios): either twenty percent (20%)of KOSMOS ’s share of Available Crude Oil or KOSMOS ’s share of the domestic market deficit as

measured by the ratio of KOSMOS ’s share of Available Crude Oil to the total production of Crude Oil under all petroleum agreements concluded in

Morocco.

5.5



In the case of Natural Gas, the Parties will use their best endeavors to find domestic and foreign markets for such Natural Gas.

If the Parties agree that the quantity of Natural Gas discovered requires the construction of export facilities, in addition to domestic market facilities,

the Parties shall determine, after having informed the STATE, respective quantities to be reserved for the domestic market and for export customers

having entered into long-term contracts. ONHYM shall use its best endeavors to assist KOSMOS to obtain all necessary licenses and authorisations

for the construction of such facilities.



18



ARTICLE 6

MARKET PRICE



6.1



The Market Price in Dollars as determined in accordance with this Article 6 shall be used for the calculation of the royalty in cash and of the

corporate tax pursuant to Section 46 of the Law.



6.2



The Market Price for Crude Oil shall be determined each Quarter for each of the Parties, as follows:



(a)



Except in the case of sales of Crude Oil which do not meet the conditions set out below in Article 6.2 (b) or which are excluded by Article 6.5, the

Market Price shall be the actual price received by the Party in question for sales of Crude Oil in the relevant period. Market Price shall be determined

separately for each type of Crude Oil or Crude Oil blend and for each place of loading.



Such actual prices shall be adjusted to the price per Barrel, F.O.B. place of loading in Morocco.

(b)



Actual prices shall only be used if they are obtained from customers who generally purchase on a regular basis pursuant to purchase contracts

contemplating liftings over a period of at least ninety (90) days or from spot sales under arms length transactions, including contracts notified under

Article 6.2 (c).



(c)



If Crude Oil is to be sold by a Party under a long term contract with its Affiliate at a price based on the published prices of Crude Oil on the

international market, adjusted in particular to account for differences in quality and transport, then such Party shall submit a copy of the contract to

the appropriate department of the STATE.



6.3



If, during a given Quarter, a Party has made Crude Oil sales that do not fall under Article 6.2, the price to be applied to such sales shall be the

Market Price per barrel determined in accordance with Article 6.2 for the sales of said Party.



6.4



If there are no sales of Crude Oil within a Quarter by a Party which fall within Article 6.2, then the Market Price for the Party concerned will be

determined by agreement between the appropriate departments of the STATE and such Party.



Such Market Price shall be based upon weighted average sales prices in Dollars in the past preceding Quarter of a basket of leading types of Crude

Oils produced in major Crude Oil producing countries in the Arabian-Persian Gulf, Mediterranean, or in Africa, which are quoted and regularly sold

on the open market. The composition and weighting of the said basket shall be agreed between the STATE and the Party(ies) concerned, and may be

adjusted to reflect the individual characteristics of the particular Crude Oil or Crude Oil



19



blend produced, taking into consideration positive or negative adjustments generally applied in the international petroleum industry (corrections for

quality, transportation, etc.). The intent of this provision is to determine the Market Price in foreign currency that is obtainable generally in armslength transactions, on the open market from customers regularly purchasing on competitive commercial terms.



In determining the Market Price of Crude Oil produced under this Agreement pursuant to this Article 6.4, the STATE and the Party(ies) shall

consider all available relevant data, including the weighted average actual prices, F.O.B. (INCOTERMS 2000 by the International Chamber of

Commerce — I.C.C and its future updates), exclusive of any marketing fee, of any export sales by the Parties or by their Affiliates to third parties

that are non-Affiliates.

6.5



6.6



Prices of the following types of sales shall not be considered in fixing Market Price:

(i)



Sales, whether direct or indirect, through brokers or otherwise, by any Party to any Affiliate of such Party, unless such sales are under a

contract submitted to the STATE under Article 6.2(c) (except where the STATE has notified the Party, giving its reasons, within sixty (60)

days of submission, that it is not satisfied with the terms of such contract submitted under Article 6.2(c), because it does not agree on the Fair

Value of the price for such contract).



(ii)



Sales involving a quid pro quo other than payment in a foreign currency or motivated in whole or in part by considerations other than the

usual economic incentives for arms-length Crude Oil sales, for example, sales influenced by or involving special dealings, relations between

governments or barter transactions.



If the STATE and the relevant Party fail to agree under Article 6.4 on Market Price for any Crude Oil for any Quarter by at least fifteen (15) days

after the end of that Quarter, either of them, with notice to the other, may submit, for determination by a single arbitrator designated by the

International Center of Technical Expertise of the International Chamber of Commerce (I.C.C.), the question, what single price per Barrel, in the

arbitrator’s judgment, performed under I.C.C. rules and procedures, best represents the Market Price of that Crude Oil for the pertinent Quarter.



If the STATE does notify a Party that it is not satisfied that the price under a contract submitted under Article 6.2(c) is Fair Value, the question of

whether the price under the contract is Fair Value may be submitted for arbitration on the same basis as set out in the above paragraph.



The arbitrator’s decision shall be final and binding on the STATE and the Parties. For the purpose of arbitration under this Article 6.6, the

provisions of Articles 22.4 to 22.7 inclusive shall apply.



6.7



Market Price for Natural Gas shall be determined by applying, when applicable, the same general principles as those enumerated above for the

determination of the Market Price of

20



Crude Oil, in respect of export sales of Natural Gas. In the case of domestic sales, the Market Price shall be the price received.

6.8



The Parties agree that for the determination of royalties payable pursuant to Article 11, the Market Price fixed according to the above provisions shall

be adjusted by the deduction of all processing and transportation costs as well as sales costs incurred to deliver such Hydrocarbons to the purchaser.



21



PART IV

THE PARTIES’ OBLIGATIONS



22



ARTICLE 7

APPLICABLE LAW



7.1



Exploration Work and Development and Exploitation Work in the Area of Interest shall be performed in conformity with the provisions of this

Agreement, executed according to the Hydrocarbon Code, and with the laws and regulations of Morocco in force on the date of signature.



7.2



This Agreement shall be governed and interpreted in conformity with Moroccan Law in accordance with Section 33 of the Law. Without prejudice to

the foregoing, the principles and customs of the international petroleum industry may be applied in the interpretation of this Agreement.

23



ARTICLE 8

ADMINISTRATION CONTROL



8.1



The Parties shall be bound by the control procedures set out by the Hydrocarbon Code for all their activities relating to Exploration Works and to

Development and Exploitation Works.



8.2



ONHYM shall provide the appropriate assistance to the Operator to enable it to obtain any necessary authorisations and approvals required for the

performance of Exploration Works under the Exploration Permits.



8.3



ONHYM shall give all necessary assistance to the Parties applying for an Exploitation Concession, to obtain any authorisations or approvals required

for the construction of facilities and pipelines to exploit the Hydrocarbon discovery within the Exploitation Concession, and for the construction of

such facilities necessary for Development Works located outside the boundaries of the Exploitation Concession but within the jurisdiction of Morocco.

24



ARTICLE 9

PROFESSIONAL TRAINING



9.1



KOSMOS shall contribute to the training of ONHYM ’s staff and technicians up to fifty thousand US Dollars (US $50,000) for each twelve (12)

Month period during the entire duration of this Agreement. The annual contribution to training shall be increased by twenty-five thousand US

Dollars (US $25,000) each time an Exploitation Concession is granted, not to exceed a total annual amount of one hundred thousand US Dollars

(US$100,000). The training programs and the method and schedule of payment of these contributions shall be established by agreement between the

Parties, and shall include the costs of all training organized by KOSMOS on behalf of the personnel of ONHYM .

If KOSMOS is going to retire from this Agreement, KOSMOS must complete any training program already in progress and shall not be required to

contribute to training programs other than that already in progress. Moreover, it is agreed that the accumulated outstanding amounts of the annual

training budgets will be paid by KOSMOS to ONHYM in accordance with and on written request from ONHYM .



9.2



Pursuant to Article 47 of the Law, all training expenses incurred by KOSMOS in accordance with Article 9.1 of this Agreement shall be considered

as costs of exploration or exploitation in relation to the Exploration Permits or Exploitation Concession(s), as the case may be.



25



ARTICLE 10

SAFETY AND ENVIRONMENT

The Parties shall conduct all Exploration Works and the Development and Exploitation Works according to the rules relating to safety and the

protection of the environment in conformity with Section 38 of the Law as well as Sections 32 and 33 of the Decree.



26



PART V

FISCAL PROVISIONS



27



ARTICLE 11

ANNUAL ROYALTY



11.1



Each of the Parties shall pay the STATE an annual royalty on the value of its Percentage Interest of the Available Crude Oil and Available Natural

Gas produced from each Exploitation Concession at the following rates:



(a)



Exploitation Concession located onshore or offshore at a water depth less than or equal to 200 meters



Crude Oil

The production of the first 300,000 tons from an Exploitation Concession is exempt from the payment of royalty. Any production in excess of 300,000

tons from an Exploitation Concession shall be subject to royalty at the rate of ten percent (10%).



Natural Gas

The production of the first 300 million cubic meters from an Exploitation Concession is exempt from the payment of royalty. Any production in

excess of 300 million cubic meters from an Exploitation Concession shall be subject to royalty at the rate of five percent (5%).



(b)



Exploitation Concession located offshore at a water depth of more than 200 meters



Crude Oil

The production of the first 500,000 tons from an Exploitation Concession is exempt from the payment of royalty. Any production in excess of

500,000 tons from an Exploitation Concession shall be subject to royalty at the rate of seven percent (7%).



Natural Gas

The production of the first 500 million cubic meters from an Exploitation Concession is exempt from the payment of royalty. Any production in

excess of 500 million cubic meters from an Exploitation Concession shall be subject to royalty at the rate of three-and-a-half percent (3.5%).



11.2



Payment of the annual royalty shall be made by the Parties as follows:



11.2.1



In respect of Natural Gas produced from any Exploitation Concession, royalty shall be paid to the STATE in cash, unless the STATE decides one

year in advance, by so notifying each of the Parties, to be paid in kind, in the point of production, for such Exploitation Concession.

In the case of Crude Oil, the STATE reserves the right to be paid royalties in cash or in kind



28



in the point of production. Any decision by the STATE to modify its choice of payment in respect of Crude Oil must be communicated to each of the

Parties in writing at least six (6) Months prior to the effective date of such a change.



11.2.2



In respect of any royalties to be paid to the STATE in cash, on or before 31 st of July and 31 st of January of each calendar year, each of the Parties

shall pay the STATE on account of the annual royalty for the six (6) Month periods ending 30 th June and 31 st December of the calendar year in

question, in respect of the sales of Available Crude Oil or Available Natural Gas produced from each of the Exploitation Concession(s) during such

six (6) Month period.



The amount of such payments shall be estimated by each of the Parties by utilizing the appropriate Market Prices for royalty calculations for Crude

Oil and/or Natural Gas in effect during the Quarters to which such payment relates as determined pursuant to Article 6.



11.2.3



Within ninety (90) days following the end of each calendar year, each of the Parties shall submit to the STATE the final annual royalty declaration.

In the case of payment of royalty in cash, the Parties shall then settle the difference between the actual amounts due and the sum of the estimated

payments made for the calendar year in question.

If the sum of the estimated payments made is greater than the final amount due, the difference shall be carried forward as a credit to the annual

royalty for the next calendar year, and shall be deducted from the next payment(s) to be made.



29



ARTICLE 12

CORPORATE INCOME TAX



12.1.



In accordance with articles 2, 5 and 8 of the code général des impôts instituted by finance law n° 43-06 for the 2007 financial year, promulgated by

dahir n° 1-06-232 of 10 Hijja 1427 (31 st December 2006), as amended and completed (“Code Général des Impôts”), each of the Parties shall calculate

and pay the STATE the corporate income tax, utilizing the Market Prices determined pursuant to Article 6.



12.2.



In accordance with article 6-II-B-2° of Code Général des Impôts, each of the Parties shall benefit of a total exemption from corporate income tax for a

ten consecutive year-period for each Exploitation Concession starting from the date of commencement of regular production from such Exploitation

Concession.

30



ARTICLE 13

CUSTOMS

Each of the Parties, their contractors and sub-contractors shall benefit from the customs regime specified in Sections 50, 51 and 52 of the Law.

31



ARTICLE 14

FOREIGN EXCHANGE AND OTHER FISCAL PROVISIONS



14.1



In accordance with article 6-I-C-1 of Code Général des Impôts, and with provisions of Sections 54 to 58 and 60 of the Law, each of the Parties,

when applicable, shall benefit, from measures relating to the foreign exchange regime and the withholding tax on proceeds from shares, capital rights

and similar revenues.



14.2



In accordance with section 6-I-A-31° of the law n°47-06 dated 30 November 2007 relating to local taxation, each of the Parties shall benefit from a

total exemption of business activity tax, and in accordance with section 41-3° of the law n°47-06, the Parties are exempted from the un built urban

areas tax.



14.3



In accordance with the provisions of articles 92-I-40° and 123-41° of Code Général des Impôts , each of the Parties, their contractors and subcontractors shall benefit from exemption from value-added tax on goods and services acquired in the domestic market or imported from abroad.



14.4



Withholding tax will apply to payments for services provided by all foreign companies in accordance with the provisions of articles 4-III, 15, 19-IVB and 160 of Code Général des Impôts and in accordance with any double taxation treaties applicable to such foreign company.



14.5



KOSMOS shall pay the application fees for the institution and extensions of the Exploration Permits.



14.6



Each of the Parties shall pay its proportional share of the annual surface rental of one thousand Dirham (1,000 DH) per square kilometers on all

Exploitation Concession(s).

32



ARTICLE 15

BONUSES



15.1



KOSMOS agrees to pay the STATE, when a deposit of Hydrocarbons in the Area of Interest in which it has a Percentage Interest is declared

pursuant to the Association Contract to contain commercially exploitable quantities, a discovery Bonus of an amount of one million US Dollars (US

$1,000,000). This payment has to be made within thirty (30) days of the official granting of the Exploitation Concession.



15.2



In addition, starting from the date the total production of Crude Oil or Barrels equivalent Crude Oil, from all Exploitation Concessions in the Area of

Interest in which KOSMOS has a Percentage Interest has reached and been maintained during a period of thirty (30) consecutive days at the daily

production levels listed below, KOSMOS shall pay the STATE the corresponding bonuses payable within thirty (30) days of the end of the Month

in which the aggregate levels of production have first been so maintained:



50,000 BOPD/BOE per day

75,000 BOPD/BOE per day

100,000 BOPD/BOE per day

More than 100,000 BOPD/BOE per day



one million US Dollars (US$1,000,000)

two million US Dollars (US$2,000,000)

three million US Dollars (US $3,000,000)

four million US Dollars (US$4,000,000)



It is understood that the Bonuses specified in Article 15.2 will be a one time, lump sum payment for each level of production when such level of

production is reached and maintained for a period of thirty (30) consecutive days.



These Bonus payments established in Articles 15.1 and 15.2 above shall be deemed development costs and shall be deductible for the calculation of

KOSMOS ’s taxable profits.

33



ARTICLE 16

STABILITY



16.1



The economic terms and conditions which will apply to KOSMOS for the activities to be conducted by KOSMOS under this Petroleum Agreement

and throughout its period of validity, have been agreed after negotiations in good faith on the basis of the legislation in force in Morocco on the date of

signature.



16.2



In the event that a change in Regulations has a significant adverse effect on the economic benefits that KOSMOS would have received if such change

had not been made, the terms of this Agreement will be as soon as possible adjusted in order to compensate KOSMOS for such adverse effect.



ONHYM shall use every effort with the STATE to preserve or re-establish in favor of KOSMOS the economic terms and conditions prevailing at the

time of signature. If despite the efforts of ONHYM , this should not prove to be possible, KOSMOS shall notify in writing to ONHYM a proposal

for the necessary changes to be made to the terms of this Agreement in order to compensate for such adverse effect, and the Parties shall endeavor to

agree on such changes to the terms hereof.



If the Parties fail to agree on such changes within a term of sixty (60) days from the date on which KOSMOS deliver a notice on this regard to

ONHYM , the matter may be referred to Arbitration under Article 22

34



PART VI

MISCELLANEOUS PROVISIONS



35



ARTICLE 17

TRANSFER OF PERCENTAGE INTERESTS



17.1



KOSMOS shall be entitled to transfer all or part of its Percentage Interest in the Exploration Permits, in accordance with the provisions of the

Hydrocarbon Code, and subject to the provisions of the Association Contract. Any transfer of KOSMOS ’s Percentage Interest in the Exploration

Permits during the validity of an Exploration Period, may not be made without the prior written authorization of the Minister in charge of Energy.

Notwithstanding the foregoing and for the avoidance of doubt, the Parties agree and acknowledge that any pledge, mortgage charge, lien,

hypothecation, encumbrance, by way of security of their Percentage Interest under the Exploration Permits will require only notification to the

Minister in charge of Energy.

If such a transfer takes place, the Parties shall enter into an amendment to this Agreement to define the new Percentage Interests and the corresponding

commitments.



17.2



Any Party shall be entitled at any time to transfer all or part of its Percentage Interest in any Exploitation Concession, independently from the other

Exploitation Concession(s) in accordance with the provisions of the Hydrocarbon Code and subject to the provisions of the Association Contract. If

such a transfer takes place, the Parties shall enter into an amendment to this Agreement to recognize the new Percentage Interests and the

corresponding commitments.



17.3



The transferee of any such Percentage Interest shall become a Private Party upon the completion of the transfer of the Percentage Interest to it in

accordance with the provisions of the Hydrocarbon Code and the provisions of the Association Contract. The Private Party(ies) shall be jointly and

severally responsible for the obligations of KOSMOS set out in this Agreement.



36



ARTICLE 18

ASSOCIATION CONTRACT



18.1



Simultaneously with the signing of this Petroleum Agreement, ONHYM and KOSMOS shall sign an Association Contract in order to:



18.1.1



Establish the appropriate procedures to enable the Parties to perform jointly successful Exploration Works and Development and Exploitation Works

as specified in this Agreement relating to the Area of Interest;



18.1.2



Establish the necessary procedures to secure an orderly conduct of joint operations and to govern relations between the Parties; and,



18.1.3



Define and set forth the rights and obligations of each of the Parties.

37



ARTICLE 19

THE OPERATOR



19.1



KOSMOS is hereby designated as Operator for the conduct all the operations and activities in respect of the Exploration Permits and the Exploitation

Concession(s) which will derive from the said Exploration Permits, until the creation of a Joint Operating Company or until such time as it ceases to

be Operator in accordance with the provisions of the Association Contract.



19.2



The rights and duties of the Operator are detailed in the Association Contract. The Operator shall unless otherwise agreed by the Parties or provided

herein, give notice on behalf of the Parties to the STATE under this Agreement and represent the Parties in discussions with the STATE or any other

Moroccan authorities, in accordance with the provisions of the Association Contract.

38



ARTICLE 20

CONFIDENTIALITY



20.1



Each of the Parties undertakes to treat as confidential the terms of this Agreement, and information gathered by it as a result of the operations under

this Agreement (“Confidential Information”), and shall not divulge Confidential Information to a person who is not a Party. Provided that a Party

may divulge Confidential Information in the following cases:



a)



to the extent such Confidential Information is required to be furnished pursuant to any arbitration or legal proceedings, or by virtue of any law

applicable to such Party;



b)



to any of its Affiliates, provided any such Affiliate maintains confidentiality as provided in this Article;



c)



to its or its Affiliates’ employees for the purposes of conducting operations hereunder, subject to each Party taking customary precautions to ensure

Confidential Information is kept confidential;



d)



subject to Article 20.2, to a contractor, subcontractor, professional adviser or auditor employed or potentially to be employed by a Party in relation to

the operations described in this Agreement, where such disclosure is required for the effective performance of the recipient’s duties;



e)



subject to Article 20.2, to a credit establishment, finance provider or any other financial institution or insurance institution in connection with the

prospective funding of a loan or other financial agreement or insurance agreement to be entered into for financing operations described in this

Agreement or insuring a Party’s interests in this Agreement;



f)



subject to Article 20.2, to a bona fide prospective transferee of the whole or part of a Percentage Interest in this Agreement, including an entity with

which such Party is conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of the shares in such Party or

any of its Affiliates;



g)



to the extent Confidential Information must be disclosed by the Party as a public communication for the purpose of complying with laws, regulations

and requirements of the Moroccan Government or pursuant to any rules or requirements of any other government or stock exchange having

jurisdiction over such Party, or its Affiliates;



h)



if, before such disclosure, the Confidential Information had become public knowledge or had been legally obtained by the Party or any Affiliate from

a source other than under this Agreement; or



39



i)



if such disclosure is approved in writing by all of the Parties.



20.2



Disclosure pursuant to Articles 20.1 (d), (e) and (f) shall not be made unless prior to such disclosure the disclosing Party has obtained a written

undertaking from the recipient to keep the data and information strictly confidential and not to use or disclose the data and information except for the

express purpose for which disclosure is to be made.



20.3



The Parties agree under all circumstances to honor the provisions of this Article 20 throughout the entire term of this Agreement. In addition,

KOSMOS undertakes under all circumstances to comply with the provisions of this Article 20 for a duration of three (3) years after the expiry of the

Exploration Permits in respect of which the Confidential Information was obtained.



20.4



KOSMOS shall inform ONHYM before sending any press release or providing any previously unpublished information required, demanded or

requested by any law or stock exchange regulation relating to this Agreement. ONHYM shall respond within seventy-two (72) hours of receipt of

such notice. If ONHYM does not provide a response within said seventy-two (72) hours, approval by ONHYM shall be deemed to have been given.

40



ARTICLE 21

FORCE MAJEURE



21.1



Any failure or delay by one of the Parties in the performance of any of its obligations under this Agreement, with the exception of obligations in

respect of the payment of any amount due hereunder, shall be excused to the extent that it is attributable to an event of Force Majeure. For the

purposes of this Agreement, an event of Force Majeure shall mean any event which is unforeseen, insurmountable or beyond the reasonable control of

the Party affected, and which the Party affected can not prevent or overcome by exercising due diligence in accordance with oil industry standards.



21.2



The Party whose ability to perform its obligations is affected by an event of Force Majeure, shall advise the other Parties thereof in writing as soon as

possible. Each of the Parties shall take all steps that are reasonably within their power to ensure that the event of Force Majeure is overcome as soon

as possible.



21.3



As soon as practicable, once the period of an event of Force Majeure ceases, operations affected by an event of Force Majeure shall recommence.



21.4



If as a result of an event of Force Majeure, the operations are delayed, curtailed or prevented for a period of time then the time for carrying out the

affected operations will be extended by a period equal to the period of an event of Force Majeure. In addition the period of validity of the Exploration

Permits and/or Exploitation Concession(s) shall be extended by a period equal to the period of an event of Force Majeure.

41



ARTICLE 22

ARBITRATION



22.1



If any dispute arises out of or in connection with this Agreement, the Parties shall use all reasonable endeavors to amicably reach an equitable

settlement. If an amicable settlement cannot be reached within sixty (60) days from the time one Party delivers a notice to the other Party , such

dispute shall be settled by arbitration as provided below.



22.2



With the exception of any disputes with regard to the determination of Market Price, which shall be settled in conformity with Article 6, all disputes

arising out of or in connection with this Agreement, which have not been amicably resolved as proved in Article 22.1, shall be definitively settled by

arbitration before the International Centre for the Settlement of Investment Disputes (ICSID). If, for whatever reason, the dispute does not fall within

the jurisdiction of ICSID, it shall then be submitted to arbitration under the rules for conciliation and arbitration of the International Chamber of

Commerce (ICC).



22.3



The arbitration tribunal shall be composed of three (3) arbitrators, one appointed by each Private Party and the third arbitrator, who shall be

president of the arbitral tribunal, appointed by agreement between the first two arbitrators. If there shall be any default in appointing an arbitrator,

such arbitrator shall be appointed on the application of any Party by the President of the Administrative Council of ICSID (or, if the arbitration is

being conducted under the ICC rules, by the President of the ICC Arbitration Court). The arbitration tribunal shall apply Moroccan Law.



22.4



Any arbitration proceeding shall take place in Paris (France) and shall be conducted in the French language.



22.5



It is agreed that recourse to arbitration shall be made directly by one Party by notice to ICSID (or ICC) with a copy to the other Party(ies). The Parties

expressly agree that the arbitration award shall be final and binding and that it may be recognised or enforced by any court of competent jurisdiction,

in accordance with article 54 of the ICSID Convention or the ICC Rules as the case may be.



The Parties waive any right of immunity as to it or its property in respect of the enforcement of and execution upon any award rendered under this

Article 22.



22.6



The Parties commit irrevocably to apply any decision given by an arbitral tribunal constituted according to the provisions of this Agreement.



22.7



Each Party shall bear all its own costs and expenses, including its attorneys’ fees, incurred relating to the arbitration but the costs of the arbitrators

and the arbitration tribunal shall be borne by the Party against whom the ruling is made.

42



ARTICLE 23

NOTIFICATION



All notices which must or may be given in accordance with the Hydrocarbon Code and with this Agreement, shall be in writing and may be delivered

by hand, courier or notified by electronic mail, or fax, at sender’s option and expense. Any such notice shall be deemed to have been given or received

at the time of delivery (if delivered by hand), the first working day following the day of sending (if sent by facsimile), the day the sender receives an

acknowledgment of receipt (if sent by courier) and when a read-receipt has been received by the sender (if sent by email):



These notices shall be addressed as follows:



To:

Address:



The STATE

Ministry in charge of Energy,

B.P. 6208 - Rabat Instituts

Haut Agdal, Rabat — MAROC



Attention:

Fax:



Le Secretaire General



To:

Address



ONHYM

Office National des Hydrocarbures et des Mines

5 Avenue Moulay Hassan

B.P. 99 - RABAT - MAROC

Le Directeur General

benkhadra@onhym.com

(212) 05 37 28 16 26 / 05 37 79 44 75



Attention:

E-mail:

Fax:



To:

Address:



Attention:

E-mail:

Fax:



(212) 05 37 77 47 32



KOSMOS

Kosmos Energy Deepwater Morocco

4th Floor, Century Yard

Cricket Square, Hutchins Drive

Elgin Avenue, George Town

Grand Cayman KY1-1209

Cayman Islands

Andrew Johnson

MoroccoNotifications@kosmosenergy.com

+1 345 527 2105

43



with copy to:

Address:



Attention:

E-mail:

Fax:



KOSMOS ENERGY DEEPWATER MOROCCO

c/o KOSMOS ENERGY, LLC

8176 Park Lane

Suite 500

Dallas, Texas 75231

General Counsel

KosmosGeneralCounsel@kosmosenergy.com

+1 214 4459705



For the purposes of this Agreement, any Party may change its notification address by notice in writing to the other Party(ies), provided that notices to

the old address shall continue to be validly served for a period of ten (10) days following notification of such change.

44



ARTICLE 24

OTHER PROVISIONS



24.1



All notices and any applications to and correspondence with the STATE which may have to be given in accordance with the Hydrocarbon Code and

this Agreement will be in the French language, while technical data and documents may be established in the French language or the English

language.



24.2



If any Party does not require performance of any of the provisions of this Agreement or exercise its rights and privileges arising out of the

Hydrocarbon Code and/or of this Agreement, this shall not be deemed a waiver of any such provisions, rights and privileges. Any express waiver

shall not be deemed to be a waiver in respect of any future exercise of such provisions, rights and privileges.



24.3



The Parties’ respective successors and all their assignees shall be bound by and benefit from this Agreement.



24.4



This Agreement is signed in French and English versions. In case of any difference of interpretation, the French version shall prevail.



24.5



No provision of this Agreement may be amended or modified except by mutual agreement in writing and signed by the Parties. Such amendments or

modifications shall not become effective until they have been approved by a joint order issued in accordance with the Hydrocarbon Code. ONHYM

shall assist KOSMOS in procuring such approval.



24.6



Where this Agreement is silent in respect of any given situation, the provisions of the Hydrocarbon Code shall apply.



45



ARTICLE 25



EFFECTIVE DATE



25.1



As stipulated in Section 34 of the Law and Section 60 of the Decree, this Petroleum Agreement shall be approved by a joint order issued by the

Minister in charge of Energy and the Minister in charge of Finance.



25.2



This Agreement will become effective on the date of the signature of the aforesaid joint order “Effective Date” and will remain in force until its

termination in accordance with the provisions of Article 2.



IN WITNESS WHEREOF, THIS AGREEMENT IS EXECUTED IN FOUR (4) ORIGINAL COPIES IN THE FRENCH LANGUAGE AND

TWO (2) ORIGINAL COPIES IN THE ENGLISH LANGUAGE.



IN RABAT ON THIS



October 10, 2013



OFFICE NATIONAL DES HYDROCARBURES ET DES MINES,

ACTING ON BEHALF OF THE KINGDOM OF MOROCCO

BY



: MME. AMINA BENKHADRA



/s/ MME. AMINA BENKHADRA



TITLE



: GENERAL DIRECTOR



KOSMOS ENERGY DEEPWATER MOROCCO

BY



: MR. RAGNAR FREDSTED



/s/ MR. RAGNAR FREDSTED



TITLE



: VICE PRESIDENT AND COUNTRY MANAGER



46



APPENDIX I

DEFINITIONS

The corresponding definitions set forth in the Law are hereby adopted and incorporated by reference herein, and accordingly shall apply for all

purposes hereof.

The following words, terms and phrases shall have the meaning ascribed thereto below and accordingly shall apply for all purposes hereof,

whenever any of the following words and expressions (words importing gender include all genders) are used in this Petroleum Agreement with an

initial capital letter:



1)



“Affiliate” means:

(i) in relation to KOSMOS ; any company which for the time being directly or indirectly controls, or is directly or indirectly controlled by

KOSMOS , or that is directly or indirectly controlled by an entity that controls, KOSMOS .



(ii) in relation to any Party other than KOSMOS ; (a)

(b)

(c)



any company or entity controlled by such Party;

any company or entity which controls such Party;

any company or entity which is controlled by another company or entity which controls such Party.



“Control” shall mean the ownership, (whether such ownership is direct or indirect through a series of companies or entities) by one or more

companies or entities of at least fifty percent (50 %):

(a)

(b)



of the voting stock of another company or entity which is issuing voting stock; or

of the rights to decide the appointment of managers of another entity which is not issuing voting stock.



In the case of ONHYM , this definition shall include the STATE and any entity controlled by the STATE.



2)



“Appraisal Well” means any well whose purpose at the time of commencement of drilling such well is the determination of the extent,

volume or producibility of a discovery of Hydrocarbons.



3)



“Area of Interest” means the Area of Interest more particularly described in Appendix II of the Petroleum Agreement or the portion of such

Area that remains subject to this Agreement



4)



“Article” means an article of this Agreement unless otherwise indicated.

47



5)



“Association Contract” means the document referred to in Article 18.1.



6)



“Available Crude Oil” means, for each Exploitation Concession, the Crude Oil produced after deduction of the Crude Oil used in carrying

out Development and Exploitation Work and Exploration Work.



7)



“Available Natural Gas” means, for each Exploitation Concession, Natural Gas produced, whether or not produced in association with

Crude Oil, after deduction of the Natural Gas used as fuel, or for secondary recovery, re-injected or flared in carrying out Development and

Exploitation Work and Exploration Work.



8)



“Bank” means any financial institution that issues a guarantee pursuant to Article 4.2.4.



9)



“Bank Guarantee” means irrevocable on first demand bank guarantee, acceptable to ONHYM, provided by KOSMOS in order to secure

the completion of the Minimum Exploration Work Programs set out in Articles 4.2.1, 4.2.2 and 4.2.3.



10) “Code Général des Impôts ” means general tax code instituted by finance law n° 43-06 for the 2007 financial year, promulgated by dahir n°

1-06-232 of 10 Hijja 1427 (December 31 st, 2006), as amended and completed .



11) “Commercial Discovery” means a discovery of Hydrocarbons which, after completion of an adequate program of appraisal drilling, the

Parties prove reveals potentially recoverable Hydrocarbon reserves which could give rise to an economically profitable exploitation, and which

the Parties undertake to develop.



12) “Crude Oil” means all Hydrocarbons that are liquid in their natural state, or obtained by the condensation or separation of Natural Gas and

asphalt.

13) “Decree” has the meaning ascribed thereto in the Preamble.

14) “Development and Exploitation Work” means any operation relating to the development or production of a Hydrocarbon deposit within the

area covered by an Exploitation Concession, whether carried out within or outside Morocco and, in particular, geological and geophysical

work, the drilling of development wells, the production of Hydrocarbons, the installation of collection pipes and the operations necessary to the

maintenance of pressure and to primary or secondary recovery.

15) “Dollar or US$” means Dollar of United States of America.

16) “Effective Date” means the date on which the joint order has been signed pursuant to Article 25.

48



17) “Exploitation Concession” means any Exploitation Concession granted to the Parties pursuant to the Hydrocarbon Code and this Agreement,

which derives from the Exploration Permits.



18) “Exploration Period” means the Initial Period, or any of the Extension Periods referenced in Article 4.2.

19) “Exploration Permits” means the Exploration Permits referred to in Article 3 granted to the Parties pursuant to the Hydrocarbon Code and this

Agreement in the Area of Interest.

20) “Exploration Work” has the meaning set out in Article 4.1.



21) “Exploration Well” means any well whose purpose at the time of commencement of drilling such well is to explore for any accumulation of

Hydrocarbons whose existence at that time was not confirmed by drilling.



22) “Extension Period” means the First and/or the Second Extension Period.

23) “Fair Value” means the Market Price based upon weighted average sales prices in Dollars in the past Quarter of a basket of leading Crude

Oils produced in major Crude Oil producing countries in the Arabian-Persian Gulf, Mediterranean, or in Africa which are quoted and regularly

sold on the open market. The composition and weighting of the said basket shall be agreed between the STATE and the Party(ies) concerned,

and may be adjusted from time to time, to reflect the individual characteristics of the particular Crude Oil or Crude Oil blend produced, taking

into consideration positive or negative adjustments generally applied in the international petroleum industry (corrections for quality,

transportation, etc.).

24) “First Extension Period” shall mean the period of two (2) years and six (6) months duration as stipulated in Article 3.3(b).

25) “Force Majeure” has the meaning set out in Article 21.

26) “Hydrocarbon Code” has the meaning ascribed thereto in the Preamble.



27) “Hydrocarbons” means naturally occurring Hydrocarbons whether liquid, gaseous or solid other than bituminous shale, and shall include

Crude Oil and Natural Gas

28) “Initial Period” means the period of two (2) years and six (6) months duration as stipulated in Article 3.3(a).

29) “Kosmos ” means Kosmos Energy Deepwater Morocco and any of its successors and assigns.



49



30) “Law” has the meaning ascribed thereto in the Preamble.



31) “Market Price” means the prices for Hydrocarbons, determined as provided in Article 6 which shall be used for calculation of annual

royalty in cash and of corporate income tax.



32) “Minimum Exploration Work Program” means the Exploration Work to be completed before the end of the Initial Period or any of the

Extension Periods referred to in Articles 4.2.1, 4.2.2 and 4.2.3.



33) “Month” means a calendar month according to the Gregorian calendar.

34) “Natural Gas” means all gaseous Hydrocarbons obtained from oil or gas wells together with gas that is the residue of the process of

separation of liquid Hydrocarbons.

35) “ONHYM ” means the Office National des Hydrocarbures et des Mines and all of its successors and assigns .

36) “Operator” means KOSMOS , appointed in accordance with Article 19 or such other Party subsequently designated as such pursuant to the

Association Contract.



37) “Party” means ONHYM and/or KOSMOS and/or any Private Party individually and “the Parties” shall refer to them collectively.

38) “Percentage Interest” means in respect of the Exploration Permits, the percentage interests of the Parties as set forth in Article 3.1(b) and, in

respect of any Exploitation Concession, the percentage interests of the Parties as set forth in Article 5.2.

39) “Petroleum Agreement” or “this Agreement” means the agreement of which this Appendix I forms part.

40)



“Private Party” means KOSMOS in its capacity as a Party and / or any transferee of KOSMOS or of another Private Party in accordance

with Article 17.



41)



“Quarter” means a period of three Months commencing on the first day of January, April, July or October in any calendar year.



42) “Regulations” means all applicable laws, decrees, rules and regulations, including all administrative practices relating thereto.

43) “Second Extension Period” shall mean the period of three (3) years duration as stipulated in Article 3.3(c).



50



APPENDIX II



MAP AND DESCRIPTION OF THE AREA OF INTEREST



51



52



APPENDIX III



LIST OF DELIVERABLES

The Deliverables shall be remitted to ONHYM in the following formats:



I.



Seismic : Acquisition and processing



I.1. 2D and 3D Seismic :

·

·

·

·

·

·

·

·



Field data on cartridges, 3592 or LTO-04 in an international standard format (SEG-D format)

Intermediate data such as pre-migrated CDP gathers

Data processed on cartridge, 3592 or LTO-04 (stack and migration) SEG-Y with header information about the processed seismic data

(processing sequence, navigation data or coordinates)

Special processing (PSDM, AVO) on cartridge 3592 or LTO-04 in SEG-Y format with header information about the processed seismic data

(processing sequence, navigation data or coordinates)

Complete sequence of processing in hard copy or electronic format

Velocities analysis data

Field documents (operating report of the seismic acquisition, field note-book, coordinates of the shooting points and of the receivers and seismic

data test ) in hard copy and electronic formats

Navigation data on CD in either ASCII or SEG P1 format (for the offshore data)



For offshore data acquisition, the Projection System is : UTM

Options for the projection: Ellipsoid: WGS84

Format: UKOOA in ASCII or EXCEL



I.2.Seismic: Reprocessing:



·

·

·

·



Data processed on cartridge, 3592 or LTO-04 (Stack and migration) SEG-Y with header information about the processed seismic data

(processing sequence, navigation data or coordinates)

Special processing (PSDM, AVO) on cartridge 3592 or LTO-04 in SEG-Y format with header information about the processed seismic data

(processing sequence, navigation data or coordinates)

Complete sequence of processing in hard copy or electronic format

Velocities analysis data in ASCCI format



53



II.



Magnetic, gravimetric, Electromagnetic, Magneto —telluric and electrical data:



·

·

·



Raw data in an international standard format together with all the supporting documents

Processed data in an international standard format

Interpretation of these data



III. Drilling :



·

·

·

·

·

·

·

·



Cuttings: an average of 500 grams of washed cuttings and 500 grams of non-washed cuttings from each 5 m for the interval of the reservoir ;

and from each 10-20 m for the remaining of the well

Cores : half of the cores cut in length

Electrical logs: data of all drilling operations in an international standard format



Check shot Survey ,VSP

Seismic coring

data of well test (pressure, samples of received fluide, PVT analysis and water analysis)

Final well report that includes drilling evaluation report and logs interpretation (paper and electronic format)

Copy of composite log



IV. Studies :



·

·

·

·

·

·

·



Preliminary Reports (work progress reports at the end of each year)

Final Report for each phase (paper and electronic format): this report will include in particular :

Text and plates

Report on the field geological work

Conventional and special analysis of the cores

Copy of electrical logs of drilling in standard electronic format (Las, picture)

Copies of different laboratory studies and analyses

·

Geochemistry,

·

Stratigraphy

·

Petrophysics

·

Sedimentology



Any other studies, operational reports and/or operational data resulting from any works executed by third parties on behalf of KOSMOS directly relating to

the Exploration Work or Development and Exploitation Work in the area of the Permits. For the avoidance of doubt, this obligation does not apply to such

information as any proprietary or confidential information or reports, parent company financial information, reserve information or confidential information

or reports provided to governmental authorities.



Copy of any tender and contract with a value in excess of one million US Dollars (US$ 1,000,000) with service companies in paper and electronic format.



54



Exhibit 10.17



ISLAMIC

REPUBLIC

OF



MAURITANIA



HONOR — BROTHERHOOD -



JUSTICE

EXPLORATION AND PRODUCTION CONTRACT



BETWEEN

THE ISLAMIC REPUBLIC OF MAURITANIA



AND

KOSMOS ENERGY MAURITANIA



Bloc C8



INDEX



ARTICLE 1 : DEFINITIONS



ARTICLE 2 : SCOPE OF APPLICATION OF THE CONTRACT

ARTICLE 3 : EXPLORATION AUTHORIZATION

ARTICLE 4 : EXPLORATION WORKS OBLIGATION



ARTICLE 5 : ESTABLISHMENT AND APPROVAL OF ANNUAL WORK PROGRAMS

ARTICLE 6 : OBLIGATIONS OF THE CONTRACTOR IN THE CONDUCT OF PETROLEUM OPERATIONS

ARTICLE 7 : RIGHTS OF THE CONTRACTOR IN THE CONDUCT OF PETROLEUM OPERATIONS



ARTICLE 8 : MONITORING OF PETROLEUM OPERATIONS AND ACTIVITY REPORTS — CONFIDENTIALITY

ARTICLE 9 : APPRAISAL OF A DISCOVERY AND GRANTING OF AN EXPLOITATION AUTHORIZATION

ARTICLE 10 : RECOVERY OF PETROLEUM COSTS AND PRODUCTION SHARING



ARTICLE 11 : TAX REGIME



ARTICLE 12 : PERSONNEL



ARTICLE 13 : BONUS

ARTICLE 14 : PRICE AND MEASUREMENT OF HYDROCARBONS



ARTICLE 15 : NATURAL GAS

ARTICLE 16 : TRANSPORT OF HYDROCARBONS BY PIPELINES

ARTICLE 17 : OBLIGATION FOR SUPPLYING THE DOMESTIC MARKET

ARTICLE 18 : IMPORTATION AND EXPORTATION

ARTICLE 19 : FOREIGN EXCHANGE

ARTICLE 20 : BOOK-KEEPING, MONETARY UNIT, ACCOUNTING



2



ARTICLE 21 : PARTICIPATION OF THE STATE

ARTICLE 22 : ASSIGNMENT

ARTICLE 23 : OWNERSHIP, USAGE AND ABANDONMENT OF PROPERTY

ARTICLE 24 : LIABILITY AND INSURANCE



ARTICLE 25 : TERMINATION OF THE CONTRACT

ARTICLE 26 : APPLICABLE LAW AND STABILIZATION OF TERMS

ARTICLE 27 : FORCE MAJEURE



ARTICLE 28 : ARBITRATION AND EXPERTISE



ARTICLE 29 : TERMS FOR APPLICATION OF THE CONTRACT

ARTICLE 30 : ENTRY INTO FORCE

APPENDIX 1 : EXPLORATION PERIMETER



APPENDIX 2 : ACCOUNTING PROCEDURE

APPENDIX 3 : MODEL BANK GUARANTEE

3



BETWEEN

The Islamic Republic of Mauritania (hereafter referred to as « the State »), represented for purposes of these presents by the Minister in Charge of Crude

Hydrocarbons



ON THE ONE HAND,



AND

Kosmos Energy Mauritania, a company under the Cayman Islands laws, having its registered headquarters at 4th Floor Century Yard, Cricket Square, PO

Box 32322, George Town, Grand Cayman KY1, 1209 (hereafter referred to as « the Contractor »), represented herein by John R. KEMP III, having all

powers and being endowed with full authority for these purposes.



ON THE OTHER HAND,

The State and the Contractor being hereafter collectively referred to as « Parties » or individually « Party ».



WHEREAS:

The State, owner of the deposits and natural accumulations of hydrocarbons contained in the soil and the subsoil of the national territory, wishes to promote

the discovery and the production of hydrocarbons in order to promote economic expansion within the framework instituted by Law No. 2010-033 of 20

July 2010 containing the Crude Hydrocarbons Code;

The Contractor wishes to explore and to exploit, within the framework of this exploration-production contract and pursuant to the Crude Hydrocarbons Code,

the hydrocarbons which may be contained in the perimeter described in Appendix 1 of this Contract, and has shown it possesses the technical and financial

means necessary for this purpose.



IT HAS BEEN AGREED AS FOLLOWS:

4



ARTICLE 1 : DEFINITIONS

The terms utilized in this text have the following meaning:



1.1



« Calendar Year » means a period of twelve (12) consecutive months commencing on the first (1st) of January and terminating on the thirty-first

(31st) of the following December.



1.2



« Contract Year » means a period of twelve (12) consecutive months beginning on the Effective Date or the anniversary date of said Effective Date.



1.3



« Appendices » (also called Annexes) means the appendices to this Contract consisting of :



·



The Exploration Perimeter constituting Appendix 1



·



The Accounting Procedure constituting Appendix 2



·



The model bank guarantee constituting Appendix 3



1.4



« Exploration Authorization » means the authorization referred to in Article 3 of this Contract by which the State authorizes the Contractor to carry

out, on an exclusive basis, all works of prospection and exploration of Hydrocarbons within the Exploration Perimeter.



1.5



« Exploitation Authorization » means the authorization granted to the Contractor to carry out, on an exclusive basis, all works of development and

of exploitation of the deposits of Hydrocarbons within the Exploitation Perimeter.



1.6



« Barrel» means « U.S. barrel », or 42 American gallons (159 liters) measured at the temperature of 60°F (15.6 °C) and at atmospheric pressure.



1.7



« BTU » means the British unit of energy « British Thermal Unit » in such manner that a million BTU (MMBTU) is equal to approximately

1055 joules.



1.8



« Annual Budget » means the detailed estimate of the cost of Petroleum Operations defined in an Annual Work Program.



1.9



« Crude Hydrocarbons Code » means Law No. 2010-033 of 20 July 2010 containing the Crude Hydrocarbons Code, its amendments and its

application texts.



1.10



« Environmental Code » means Law No. 2000-045 of 26 July 2000 containing the Environmental Code, its amendments and its application texts.



1.11



« Contractor » means collectively or individually the company(ies) signing this Contract as well as any entity or company to which an interest

would be assigned in application of Articles 21 and 22 of this Contract.



1.12



« Contract » means this text as well as its appendices and amendments.

In the case of contradiction between the provisions of this text and those of its appendices, the



5



provisions of this text shall prevail.



1.13



« Petroleum Costs » means all the costs and expenses incurred by the Contractor in execution of Petroleum Operations provided for in this Contract

and determined according to the Accounting Procedure, the subject of Appendix 2 to this Contract.



1.14



« Effective Date » means the date of entry into force of this Contract such as it is defined in Article 30.



1.15



« Dollar » means the dollar of the United States of America ($).



1.16



« State » means the Islamic Republic of Mauritania.



1.17



« Gross Negligence » means imprudence or negligence of such gravity that it raises a presumption of malicious intent on the part of the person

responsible for such action .



1.18



« Wet Gas » means Natural Gas containing a fraction of elements becoming liquid at ambient pressure and temperature, justifying the creation of a

facility to recover such liquids.



1.19



« Natural Gas » means all gaseous hydrocarbons produced from a well, including Wet Gas and Dry Gas which may be associated or nonassociated with liquid hydrocarbons and the residual gas which is obtained after extraction of the liquids from Natural Gas.



1.20



« Associated Natural Gas » means the Natural Gas existing in a reservoir in a solution with Crude Petroleum or in the form of “Gas Cap” in contact

with Crude Petroleum, and which is produced or may be produced in association with the Crude Petroleum.



1.21



« Non-Associated Natural Gas » means Natural Gas excluding Associated Natural Gas.



1.22



« Dry Gas » : means Natural Gas containing essentially methane, ethane and inert gases.



1.23



« Hydrocarbons » means liquid and gaseous or solid hydrocarbons, in particular oil sands and oil shale.



1.24



« LIBOR » means the annual interbank rate applicable for the Dollar as published by the Financial Times, The Wall Street Journal or any other

comparable publication of reference.



1.25



« Ministry » means the Ministry in Charge of Crude Hydrocarbons.



1.26



« Minister » means the Minister in Charge of Crude Hydrocarbons.



1.27



« Operator » means the company designated in Article 6.2 here below in charge of the conduct and the execution of Petroleum Operations or any

company which would later be substituted for it according to applicable terms.



1.28



« Petroleum Operations » means all operations of exploration, exploitation, storage, transport and marketing of Hydrocarbons, including therein

operations of evaluation/appraisal, development, production, separation, processing up until the Delivery Point, as well as the



6



remediation of the sites to their prior condition, and, more generally, all other operations directly or indirectly linked to the foregoing, carried out by

the Contractor within the framework of this Contract, with the exclusion of refining and distribution of petroleum products.



1.29



« Ouguiya » means the currency of the Islamic Republic of Mauritania.



1.30



« Exploitation Perimeter » means all or part of the Exploratation Perimeter for which the State, within the context of this Contract, grants to the

Contractor an Exploitation Authorization pursuant to the provisions of Article 9 here below .



1.31



« Exploration Perimeter » means the surface defined in Appendix 1, reduced, as the case may be, by relinquishments provided for in Article 3 and/or

by Exploitation Perimeters, for which the State, in the context of this Contract, grants to the Contractor an Exploration Authorization pursuant to the

provisions of Article 2.1 here below.



1.32



« Crude Petroleum » means all liquid Hydrocarbons in the natural state or obtained from Natural Gas by condensation or separation as well as

asphalt.



1.33



« Delivery Point means:



·



For Crude Petroleum, the loading point F.O.B. of the Crude Petroleum as may be further defined more precisely in the possible lifting

agreement(s) the Parties may enter into.



·



For Natural Gas, the Delivery Point set by common agreement between the Parties pursuant to Article 15 of this Contract.



1.34



« Remediation Plan » means the document detailing the program of work to be carried out by the Contractor at the expiration, the surrender or the

canceling of an Exploitation Authorization, pursuant to Article 23.2 here below.



1.35



« Annual Work Program » means the descriptive document, item by item, of the Petroleum Operations to be carried out during the course of a

Calendar Year within the framework of this Contract prepared pursuant to the provisions of Articles 4, 5 and 9 here below.



1.36



« Affiliated company » means:



a)



Any company or any other entity which controls or is controlled, directly or indirectly, by a company or entity, party to this contract, or



b)



Any company or any other entity which controls or is controlled, directly or indirectly, by a company or entity which itself controls directly

or indirectly any company or entity, party to this contract.



For purposes of this definition, the term « control » means the direct or indirect ownership by a



7



company or any other entity of a percentage of capital stock or shares greater than fifty percent (50%) of the voting rights at the shareholders’ meeting

of another company or entity.



1.37



« Third Party » means any natural person or legal entity other than the State, the Contractor and the Affiliated Companies of the Contractor.



1.38



« Quarter » means a period of three (3) consecutive months beginning on the first day of January, April, July or October of each Calendar Year.



ARTICLE 2 : SCOPE OF APPLICATION OF THE

CONTRACT

Pursuant to the Crude Hydrocarbons Code, the State hereby authorizes the Contractor to carry out on an exclusive basis in the Exploration Perimeter defined in

Appendix 1 the appropriate and necessary Petroleum Operations within the framework of this Contract.



2.1



This Contract is entered into for the duration of the Exploration Authorization such as provided for in Article 3 of this Contract, including therein its

renewal periods and possible extensions, and, in the case of a commercial discovery, for the duration of the Exploitation Authorizations which will

have been granted, such as defined in Article 9.11 here below.



2.2



This Contract shall terminate if, at the expiration of all of the exploration phases provided for in Article 3, the Contractor has not notified the State of

its decision to develop a commercial Hydrocarbons deposit and applied for an Exploitation Authorization relative to such deposit, pursuant to the

provisions of Article 9.5 here below.

In the event of the grant of more than one Exploitation Authorization and unless there is an early termination, this Contract will expire upon the

expiration of the last current valid Exploitation Authorization.



2.3



The expiration, surrender or termination of this Contract for whatever reason it may be, shall not free the Contractor from his obligations under this

Contract, which came into being prior to the time of such expiration, surrender or termination, which obligations must be carried out by the

Contractor.



2.4



The Contractor shall have the responsibility to carry out the Petroleum Operations provided for in this Contract. For their execution he undertakes to

comply with good oilfield practice of the international petroleum industry and to comply with norms and standards decreed by Mauritanian

regulations in matters of industrial safety, protection of the environment, and operational techniques.



8



2.5



The Contractor shall supply all the financial and technical means necessary for the proper functioning of the Petroleum Operations and shall bear in

full all the risks linked to the execution of said Operations, and without prejudice to the provisions of Article 21 of this Contract. The Petroleum

Costs borne by the Contractor shall be recoverable by the Contractor pursuant to the provisions of Article 10 here below.



2.6



During the period of validity of the Contract, the production resulting from the Petroleum Operations shall be shared between the State and the

Contractor pursuant to the provisions of Article 10 here below.



ARTICLE 3 : EXPLORATION AUTHORIZATION

3.1



The Exploration Authorization in the Exploration Perimeter defined in Appendix 1 shall be granted to the Contractor for a first phase of Four

(4) Contract Years.



3.2



The Contractor shall have right to renewal of the Exploration Authorization two times, for a period of Three (3) Contract Years each time, if he has

fulfilled for the preceding exploration phase the work obligations stipulated in Article 4 here below and provided that he furnishes the bank guarantee

for the renewal period pursuant to Article 4.6 here below.



3.3



In accordance with Article 21of the Crude Hydrocarbon Code, if at the expiration of any phase of the exploration period defined in Article 3.1 or 3.2

here above, works are actually still in progress, the Contractor shall have the right, if he submits an application duly providing supporting

information, to a special extension of such phase for a period of time not to exceed twelve (12) months.



3.4



If the Contractor discovers one or more deposits of Hydrocarbons for which he cannot present the declaration of commerciality prior to the end of the

third phase of the exploration period pursuant to Article 9.5 here below, by reason of the distance of the deposit in relation to possible delivery points

on the Mauritanian territory and of the lack of infrastructure of transportation by pipeline, or the lack of a market for the production of the Natural

Gas, he may apply for an extension of the Exploration Authorization for a maximum period of three (3) years for deposits of Petroleum or of Wet Gas

and five (5) years for deposits of Dry Gas, the Exploration Perimeter being thus reduced to the presumed limits of the deposit(s) in question.



3.5



In the case where such an extension is granted, the Contractor must furnish to the Minister within sixty (60) days following the end of each Calendar

Year of the period of extension a report showing whether or not the relevant deposit(s) is/are commercial, and, in the case of a deposit of Natural Gas,

the results of the works and studies carried out pursuant to Article 15 here below.



9



3.6



For each renewal or extension, other than the extension contemplated by Article 3.3, the Contractor must submit an application to the Minister not

later than two (2) months prior to the expiration of the current exploration phase.



The renewals shall be granted by decree of the Minister while the extensions shall be granted by decree of the Council of Ministers; such decrees shall

take effect starting from the date following the expiration of the preceding period.



3.7



The Contractor undertakes to relinquish to the State at least twenty-five percent (25%) of the initial surface area of the Exploration Perimeter at the

time of each renewal of same, in such fashion as to not retain during the second phase of the exploration period more than seventy-five percent (75%)

of the initial surface area of the Exploration Perimeter and during the third phase of the exploration period, not more than fifty percent (50%) of the

initial surface area of the Exploration Perimeter.



3.8



For the application of Article 3.7 here above :



a)



3.9



The surfaces having previously been the subject of a voluntary relinquishment per Article 3.9 here below and the surfaces already covered by

Exploitation Authorizations shall be deducted from the area subject to mandatory relinquishment.



b)



The Contractor shall have the right to determine the extent, the form and the location of the portion of the Exploration Perimeter which he

intends to keep. However, the portion relinquished must consist of a perimeter of simple geometric form, delimited by North-South, East-West

lines or by natural limits or frontiers. The surface relinquishment shall be made according to the land registry grid from one of the borders of

the initial or residual Exploration Perimeter and in a contiguous fashion.



c)



The application for renewal must be accompanied by a plan containing an indication of the Exploration Perimeter that was kept as well as a

report specifying the works carried out since the Effective Date on the relinquished surfaces and the results obtained.



The Contractor may at any time, upon three (3) months’ notice, notify the Minister that he is surrendering all or a portion of the Exploration

Perimeter. In the event of a full surrender, the Exploration Authorization shall terminate automatically on the date of said notification. In the case of a

partial surrender, the provisions of Article 3.8 here above shall be applicable.

In all cases, no voluntary surrender during the course of an exploration phase shall reduce the exploration work commitments stipulated in Article 4

here below for said phase, nor does it terminate the corresponding bank guarantee.

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3.10



Except in the case of extension pursuant to Articles 3.3 and 3.4 here above, upon the expiration of the third phase of the exploration period, the

Contractor must relinquish the remaining surface of the Exploration Perimeter, except for areas already comprised within Exploitation Perimeters.



Notwithstanding the preceding paragraph and pursuant to the provisions of Article 26.2 of the Crude Hydrocarbons Code, the Exploration

Authorization shall remain in effect until Contractor submits a request for an Exploitation Authorization in accordance with the time frames

stipulated in Article 9.



ARTICLE 4 : EXPLORATION WORKS OBLIGATION

4.1



During the first phase of the exploration period of four (4) Contract Years defined in Article 3.1 here above, the Contractor undertakes to carry out

the following work:



·



Acquire two thousand (2000) km 2D seismic



Said works must commence within the twelve (12) months following the Effective Date.



4.2



During the second phase of the exploration period of three (3) Contract Years defined in Article 3.2 here above, the Contractor undertakes to carry out

the following work:



·



Acquire one thousand (1000) sq. km 3D seismic;



·



Drill one (1) Exploration well to a depth of two thousand five hundred (2500) meters below the mud line.



Said works must commence within the six (6) months following the start of the phase in question.

4.3



During the third phase of the exploration period of Three (3) Contract Years defined in Article 3.2 here above, the Contractor undertakes to carry out

the following work:



·



Drill one (1) Exploration well to a depth of two thousand five hundred (2500) meters below mud line.



Said works must commence within the three (3) months following the start of the phase in question.

4.4



Each of the above-cited wells shall be carried out up to the minimum depth set forth here above, or to a lesser depth, upon authorization of the

Minister, if the pursuit of the well, carried out according to good oilfield practices in the international petroleum industry, is impractical for one or

another of the following reasons:



11



a)



The basement is encountered at a depth that is less than the minimum depth referred to above;



b)



The pursuit of the well presents a manifest danger by reason of the existence of an abnormal stratum pressure ;



c)



Rock formations are encountered, the hardness of which does not allow the practical advancement of the well carried out with the appropriate

means of equipment;



d)



Petroliferous formations are encountered which in order to cross through requires for their protection the laying of casings, preventing the

attainment of the above-cited minimum depth.



In each of the cases cited here above, the Contractor shall inform the Minister and shall be authorized to suspend the well and said well shall be

deemed to have been drilled to the minimum depth referred to above.



4.5



If the Contractor, either during the course of the first phase of the exploration period, or during the course of the second phase of the exploration

period, defined respectively in Articles 3.1 and 3.2 here above, carries out a number of exploration wells greater than the minimum commitments

stipulated respectively in Articles 4.1 and 4.2 here above for said phase, the excess wells may be carried over to the following phase(s) of the

exploration period and shall be deducted from the minimum work commitments stipulated for said phase(s).



For purposes of the application of Articles 4.1 to 4.5 here above, the wells carried out in the context of a program for evaluation of a discovery shall

not be considered to be exploration wells, and, in the case of a discovery of Hydrocarbons, only one well per discovery shall be deemed to be an

exploration well.



4.6



Within the thirty (30) days following the Effective Date, the Contractor must remit to the Minister a bank guarantee issued by an international bank

of first order, pursuant to Appendix 3 of nine million Dollars ($9,000,000), covering his minimum work commitments for the first phase of the

exploration period defined in Article 4.1 here above.

In the case of renewal of the Exploration Authorization, the Contractor also must remit to the Minister, within the thirty (30) days following receipt of

the decree from the Minister granting the renewal, a bank guarantee issued by an international bank of first order, pursuant to Appendix 3 of twentyseven million Dollars ($27,000,000) for the second Phase of the exploration period and of twenty-two million Dollars ($22,000,000) covering his

minimum work commitments for the relevant phase.

If on expiration of any phase of the exploration period or in the case of total or partial surrender



12



or termination of the Contract, the exploration works have not reached the minimum commitments of this Article 4, the Minister shall have the right

to call the guarantee for an amount equal to the amount of the guarantee after deduction of the estimated cost of the minimum work actually carried

out.



Such cost shall be calculated on a lump-sum basis in utilizing the following unit costs:



a)



four thousand five hundred Dollars ($4,500) per kilometer of seismic;



b)



five thousand Dollars ( $5,000) per square kilometer of seismic;



c)



twenty-two million Dollars ($22,000,000) per exploration well.



Once the payment is made, the Contractor shall be deemed to have fulfilled his minimum exploration work obligations per Article 4 of this Contract;

the Contractor may, except in the event of cancellation of the Exploration Authorization for a major failure in performance of this Contract, continue

to benefit from the provisions of said Contract and, in the case of an acceptable application, obtain the renewal of the Exploration Authorization.



ARTICLE 5 : PRESENTATION AND APPROVAL OF

ANNUAL WORK PROGRAMS



5.1



Not later than (2) months after the Effective Date, the Contractor shall prepare and submit to the Ministry for approval an Annual Work Program,

detailed item by item, including therein the corresponding Annual Budget for all of the Exploration Perimeter, specifying the Petroleum Operations

relating to the period running from the Effective Date to the following 31 December.

Thereafter, not later than (3) months prior to the start of each Calendar Year, the Contractor shall prepare and submit to the Ministry for approval an

Annual Work Program, detailed item by item, including therein the corresponding Annual Budget for all of the Exploration Perimeter, then, if

applicable, for the Exploitation Perimeter(s), in specifying the Petroleum Operations which he proposes to carry out over the course of the following

Calendar Year.

Each Annual Work Program and corresponding Annual Budget shall be itemized between the different activities of exploration, and if applicable, of

appraisal for each discovery, of development and of production for each commercial deposit.



5.2



If the Ministry deems that revisions or modifications to the Annual Work Program and to the corresponding Annual Budget are necessary and

appropriate, it must so notify the Contractor in

13



writing with all supporting documentation deemed appropriate within a time period of sixty (60) days following their receipt. In such case, the

Ministry and the Contractor shall meet as soon as possible in order to study the revisions or modifications requested and establish by common

agreement the Annual Work Program and the corresponding Annual Budget in their definitive form, according to good oilfield practice in the

international petroleum industry . The date of adoption of the Annual Work Program and of the corresponding Annual Budget shall be the above-cited

mutually agreed date.

In the absence of notification by the Ministry to the Contractor of his wish for revision or modification within the time period of the above-referenced

sixty (60) days, said Annual Work Program and corresponding Annual Budget shall be deemed accepted by the Ministry upon the date of expiration

of said time period.



In all cases, each operation of the Annual Work Program, for which the Ministry has not requested revision or modification, must be carried out by

the Contractor within the time periods set forth.



5.3



The Parties accept that the results obtained during the course of the works taking place, or that special circumstances may justify changes to an

Annual Work Program and to the corresponding Budget. In such case, after notification to the Ministry, the Contractor may make such changes

provided that the fundamental objectives of said Annual Work Program are not modified.



ARTICLE 6 : OBLIGATIONS OF THE CONTRACTOR IN

THE CONDUCT OF PETROLEUM OPERATIONS



6.1



Without prejudice to the provisions of Article 21 here below, the Contractor must furnish all necessary funds and purchase or rent all tools,

equipment and construction supplies that are indispensable for the execution of Petroleum Operations. The Contractor is responsible for the

preparation and the execution of the Annual Work Programs which are to be carried out in the most appropriate manner in compliance with good

oilfield practice in the international petroleum industry.



6.2



Upon the Effective Date of this Contract, Kosmos Energy Mauritania is designated as Operator and shall be responsible for the conduct and the

execution of the Petroleum Operations. The Operator, in the name of and on the behalf of the Contractor, shall communicate to the Minister all

reports and information referred to in this Contract. Any change of Operator contemplated by the entities of the Contractor must receive the prior

14



approval of the Minister, which approval shall not be withheld without reasonable justification provided therefor.



6.3



The Operator must maintain during the term of the Contract in Mauritania, a branch which shall in particular be staffed with a responsible

person having authority for the conduct of the Petroleum Operations and to whom any notification with regard to this Contract can be sent.



6.4



The Contractor must during the course of the Petroleum Operations take all necessary measures for the protection of the environment.



He must in particular, for any Petroleum Operation subject to prior authorization according to the Environmental Code, submit to the Minister,

depending on the case, the studies or notices of environmental impact required for this type of operation, carry out the measures and comply with

restrictions set forth in the environmental management plan, furnish the declarations and submit himself to the oversight provided for in the

Environmental Code

The Contractor must moreover take all reasonable measures according to good oilfield practice in the international petroleum industry in order to:



a)



Ensure that all of the facilities and equipment utilized for purposes of the Petroleum Operations be at all times in good repair and in conformity

with the applicable norms, including therein those which result from international conventions ratified by the Islamic Republic of Mauritania

and relative to the prevention of pollution;



b)



avoid losses and dumping:



· of Hydrocarbons, including the flaring of Natural Gas, (with the exception of the cases provided for in Article 40 of the law instituting the

Crude Hydrocarbons Code, under penalty of a fine which shall be later be determined by a decree taken by the Council of Ministers and

which shall not under any circumstances exceed twenty (20) per cent of the then current market price of Natural Gas in Mauritania),

The above-cited fine shall not be considered a recoverable Petroleum Cost nor a deductible charge.



c)



DOES NOT APPLY.



d)



Store the Hydrocarbons produced in the facilities and receptacles constructed for this purpose ;



15



6.5



e)



Without prejudice to the provisions of Article 23.2 here below, dismantle facilities which are no longer necessary to the Petroleum Operations

and return the sites to their original condition;



f)



and, generally, prevent pollution of the soil and of the subsoil, of the water and of the atmosphere, as well as prevent harm to fauna and flora.



The Contractor must, during the course of the Petroleum Operations, take all necessary measures to ensure the safety and protect the health of

persons according to good oilfield practices in the international petroleum industry and the Mauritanian regulations in force, and in particular to

put into place:



a)



Appropriate means for prevention, rapid response and handling of risks, including the risks of blow-out;



b)



Measures for information, training and means adapted to the risks encountered, including therein individual protective equipment, firefighting materials as well as means of first-aid and prompt evacuation of victims.



6.6



All works and facilities set up by the Contractor under this Contract must, according to the nature and circumstances, be constructed, shown

with markers and sign posts and equipped in such fashion as to allow at any time and in complete safety free passage within the Exploration

Perimeter and the Exploitation Perimeter(s).



6.7



While carrying out his right of construction, to execute works, and to maintain all facilities necessary for the purposes of this Contract, the

Contractor should not occupy lands situated less than five hundred (500) meters away from any religious buildings, whether cultural or not,

burial grounds, walled enclosures, courts and gardens, dwelling places, groups of dwelling places, villages, built-up areas, wells, springs ,

reservoirs, roads, routes, railways, water conduits, pipelines, works of public utility, civil engineering works, without the prior consent of the

Minister. The Contractor shall be required to repair any damages which his works may have caused to occur.



6.8



The Contractor commits to granting preference to Mauritanian enterprises and products, on equivalent conditions in terms of price, quantity,

quality, terms for payment and timeframe of delivery, and to require his subcontractors to make a similar commitment



16



All contracts of supply, construction or service of a value greater than seven hundred fifty thousand (750,000) Dollars where works of

exploration/appraisal are concerned and one million five hundred thousand ($1,500,000) Dollars where works of development/exploitation are

concerned, must be the subject of a call for bids from Mauritanian and foreign bidders, unless there is a prior consent from the Minister.

Copies of such contracts entered into during the course of each Quarter shall be sent to the Minister within the thirty (30) days following the end of

the relevant Quarter.



6.9



The Contractor undertakes to grant preference, on equivalent economic terms, in the purchase of goods necessary for the Petroleum Operations,

taking into account rental terms and any other lease arrangements and to require from his subcontractors a similar commitment .



To this end, every Annual Budget referred to in Article 5 must specify all the draft rental contracts of an annual value greater than seven hundred

fifty thousand (750,000) Dollars.



ARTICLE 7 : RIGHTS OF THE CONTRACTOR IN THE

CONDUCT OF PETROLEUM OPERATIONS



7.1



The Contractor has the exclusive right to carry out Petroleum Operations inside of the Exploration Perimeter or any Exploitation Perimeter resulting

therefrom, as long as the Petroleum Operations are in conformity with the terms and conditions of this Contract, of the Crude Hydrocarbons Code as

well as with the provisions of the laws and regulations in force in Mauritania, and that they are executed according to good oilfield practice in the

international petroleum industry.



7.2



For purposes of the execution of the Petroleum Operations, the Contractor shall benefit from the rights set forth in Article 54 of the Crude

Hydrocarbons Code.



7.3



The costs, compensation payments, and in general all charges resulting from occupation of lands referred to in Articles 55 to 57 of the Crude

Hydrocarbons Code shall be at the expense of the Contractor and shall be recoverable as Petroleum Costs pursuant to the provisions of Article 10.2

here below.



7.4



The expiration of an Exploration Authorization or of an Exploitation Authorization, or the obligatory or voluntary relinquishment, partial or total of

an Exploration Perimeter or of an Exploitation Perimeter has no effect with regard to the rights resulting from Article 7.2 here above for the Contractor,

on works and facilities executed in application of the provisions of this Article 7, provided that said works and facilities continue to be utilized in the

framework of



17



the Contractor’s activity on the portion kept or on other exploration or exploitation perimeters in Mauritania.



7.5



Subject to the provisions of Articles 6.8 and 6.9 here above, the Contractor has freedom of choice concerning suppliers and subcontractors and

shall benefit from the customs regime set forth in Article 18 of this Contract.



7.6



Unless there are provisions to the contrary in the Contract, no restriction shall be set upon the entry, the stay, freedom of movement, employment

and repatriation of persons and their families as well as their goods, for the employees of the Contractor and those of his subcontractors, subject to

compliance with employment legislation and regulations as well as social laws in force in Mauritania.



The Ministry shall facilitate the delivery to the Contractor, as well as to his agents, to his subcontractors and to their families, all administrative

authorizations which may possibly be required in relation with the Petroleum Operations carried out in the framework of this Contract, including

entry and exit visas.



ARTICLE 8 : MONITORING OF PETROLEUM

OPERATIONS AND ACTIVITY REPORTS —

CONFIDENTIALITY



8.1



The Petroleum Operations shall be subject to monitoring by the Ministry pursuant to the provisions of Title VIII of the Crude Hydrocarbons Code.

The duly mandated representatives of the Ministry shall in particular have the right to monitor the Petroleum Operations, to inspect facilities,

equipment, materials, and to audit said procedures, norms, records and books pertaining to the Petroleum Operations. Said such representatives

shall make every effort not to disrupt the normal conduct of Contractor’s operations.

In order to allow the exercise of the rights referred to here above, the Contractor shall furnish to the representatives of the Ministry and to the other

agents of the State in charge of the supervision of Petroleum Operations reasonable assistance in the matter of means of transport and of lodging. The

reasonable expenses for transport and lodging directly linked to monitoring and inspection shall be at the expense of the Contractor. Such expenses

shall be considered as recoverable Petroleum Costs according to the provisions of Article 10.2 of this