Kingdom of Morocco

All administrative documents and correspondence shall be in the French language, whilst data and other technical documents may be provided in the French language or the English language. This contract is written in French and translated into English. In the event of a dispute, the French version shall prevail.

Boujdour Offshore Map and description of the contract area

Kosmos Energy Offshore Morocco HC

Hydrocarbons; crude oil and natural gas

Office National des Hydrocarures et des Mines

This contract shall terminate in the following circumstances: - if there is no discovery of hydrocarbons during the period of validity of relavent exploration permits; - upon expiration of the last producing exploitation concession obtained pursuant to this contract, or upon the total depletion of the hydrocarbon deposit, whichever occurs first; - if KOSMOS elects to abandon its total participating interest in the exploration permits and in the exploitation concession(s) in accordance this contract; - upon the termination of all of the exploration permits and/or all the exploitation concession(s) in accordance with the Hydrocarbon Code. This contract will enter into force on March 3, 2006.

Kosmos and the government shall conduct all of the exploration works and the development and exploitation works according to the rules of the protection of the environment, in accordance with section 38 of the Hydrocarbon Law and sections 32 and 33 of the Decree.

KOSMOS undertakes to pay Morocco for each commercial discovery a discovery bonus of an amount of USD $1,000,000 in accordance with the following terms: - USD $500,000 is to be paid within 30 days of the declaration of a commercial discovery; - the remaining amount of USD $500,000 is to be paid within 30 days of the conclusion of the first sale contract of production from a commercial discovery of crude oil; within 30 days of the first delivery to the purchaser of production from a commercial discovery of natural gas. In addition, KOSMOS shall pay Morocco the corresponding bonuses payable within 30 days of the end of the month in which the following cumulative levels of its share of production from all exploitation concessions are first reached and maintained for 30 consecutive days: - 50,000 BOE per day: a payment of USD $1,000,000; - 100,000 BOE per day: a payment of USD $2,000,000; - 200,000 BOE per day: a payment of USD $3,000,000; - 300,000 BOE per day: a payment of USD $4,000,000.

Each of the parties shall benefit from total exemption from corporate tax for a consecutive 10 year period for each exploitation concession starting from the date of commencement of regular production from each such exploitation concession.

Each party shall pay to Morocco an annual royalty on the value of its participating interest according to the following: - For crude oil from a water depth less than or equal to 200 metres, production above the first 300,000 tons originating from each exploitation concession is subject to an annual royalty charge of 10%; production of the first 300,000 tons is exempted. - For crude oil from a water depth greater than 200 meters, production above the first 500,000 tons originating from each exploitation concession is subject to an annual royalty charge of 7%; production of the first 500,000 tons is exempted. - For natural gas from a water depth less than or equal to 200 metres, the production above the first 300 millions m3 originating from each exploitation concession is subject to an annual royalty charge of 5%; the first 300 million m(3) is exempted. - For natural gas from a water depth greater than 200 metres. production above the first 500 million m3 originating from each Exploitation Concession the rate is subject to an annual royalty charge of 3.5%; the first 500 million m3 is exempted.

The participating interest of the state in the exploration permits is 25%

Kosmos and the government, in proportion to their participating interest in any exploitation concessions, shall pay an annual surface rental at a rate of 1,000 DH per square kilometre on each of the exploitation concessions.

KOSMOS undertakes to perform at least the following minimum exploration work program: - During the initial period of 18 months from the effective date to acquire 15 230 km of seismic spec at an estimated cost of USD $1,500.000, perform geological and geophysical works at an estimated cost of USD $500,000 and to organize a roadshow in order to farmout at least 50% of its participating interest in the exploration permits. The total minimum expenditure obligation is USD $2,000,000. - If KOSMOS elects to enter into the first extension period of 3 years, KOSMOS shall drill 1 exploration well within the area of interest. The corresponding minimum expenditure obligation is USD. $12,000,000. - If KOSMOS elects to enter into the second extension period of 3 years and 6 months duration divided n two phases of 2 years duration and 18 months duration respectively, KOSMOS shall during the fist phase of 2 years drill 1 exploration well or appraisal well within the area of interest, with a minimum expenditure obligation of USD $12,000,000; during the second phase of 18 months, KOSMOS shall drill one 1 exploration well or appraisal well within the area of interest, with a minimum expenditure obligation of USD $12,000,000.

If any dispute arises out of or in connection with this contract, the parties shall use all reasonable endeavors to come to an amicable and equitable settlement. If such settlement cannot be reached, the parties shall refer the matter to 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 Arbitration of the International Chamber of Commerce (ICC). The arbitration tribunal shall be composed of 3 arbitrators, one each to be appointed by KOSMOS and ONHYM respectively and a third arbitrator, who shall chair the arbitration tribunal, appointed by agreement between the first two arbitrators. The arbitration tribunal shall apply Moroccan law as in force on the date of this contract and generally accepted practice in the petroleum industry. Any arbitration proceeding shall take place in Paris and shall be conducted in the French language.

Each of the parties agrees that all information and data acquired or obtained in respect of joint operations shall be considered confidential. Each of the parties shall keep confidential and not disclose any information or data acquired or obtained in respect of joint operations during the term of the contract to any person or entity not a party to this contract, except: - to an affiliate, provided such affiliate maintains confidentiality; - to a governmental agency or other entity as required by this contract; - to the extent that such information and data is required to be provided in accordance with any applicable laws or regulations, or pursuant to any legal proceedings or as a result of an order of any binding upon a party; - to any contractor, business, consultant or attorney whether prospective or actual, employed by any party where disclosure of such information or data is essential to the performance of such contractor, business, consultant or attorney’s work; - to a prospective bona fide transferee of a party’s participating interest (including an entity with whom a party or its affiliates are conducting bona fide negotiations directed toward a merger, consolidation or sale of a majority of its or an Affiliate’s shares); - to a bank or other financial institution to the extent necessary for a party to arrange for funding; - the extent such data and information must be disclosed pursuant to any rules or requirements of any government or stock exchange having jurisdiction over such party, or its affiliates; - to its respective employees for the purposes of joint operations, subject to each party taking usual precautions to ensure that such data and information remains confidential; - any data or information which, through no fault of a party, becomes a part of the public domain; and - any data or information which the parties have agreed to release into the public domain.

The Hydrocarbon Code, and the laws and regulations of Morocco

In the event that a change in the applicable law would affect the economic and financial conditions of KOSMOS with regard to this contract existing at the effective date, ONHYM shall make every effort to preserve or re­establish the economic and financial conditions which existed for KOSMOS at the effective date and shall, in particular, propose changes to this contract and/or negotiate in good faith the proposals which may be subsequently made in this context by KOSMOS. In the event of any conflict between the provisions of this contract and the Hydrocarbon Code, the provisions of the Hydrocarbon Code shall prevail. In the event of conflict between the provisions of this contract and the association contract, the provisions of this contract shall prevail.