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EX-10.10 11 kos-20160331ex101065573.htm EX-10.10

Exhibit 10.10



DEED OF ASSIGNMENT

 

 

between

 

 

ERHC ENERGY EEZ, LDA

 

 

and

 

 

KOSMOS ENERGY SAO TOME AND PRINCIPE

 

relating to the Production Sharing Contract

in respect of the Block 11, São Tomé e Principe



THIS DEED OF ASSIGNMENT is made on the 16TH day of OCTOBER,

2015 between:

 

(1)ERHC ENERGY EEZ, LDA, a company organized and existing

under the laws of the Democratic Republic of São Tomé e Príncipe

whose registered office is at Avenida da Independência, 392, II/III,

São Tomé (hereinafter referred to as “ERHC”); and

 

(2)KOSMOS ENERGY SAO TOME AND PRINCIPE, a company

organized and existing under the laws of the Cayman Islands whose

registered office is at 4th Floor Century Yard, Cricket Square, P.O. Box

32322, Georgetown, Grand Cayman KY1 1209 (hereinafter referred to

as “KOSMOS”).

 

WHEREAS

 

A.



ERHC is the sole Contractor in a production sharing contract

between ERHC and the Government of the Democratic Republic

São Tomé and Principe covering Block 11 offshore São Tomé and

Príncipe, dated July 23, 2014 and any amendment or supplement

thereto.

 



B.



ERHC has agreed to transfer and assign to KOSMOS one

hundred per cent (100%) of its rights and obligations as the

Contractor in the Block 11 PSC and the operatorship of Block 11.



IT IS AGREED AS FOLLOWS:

 

1.

DEFINITIONS AND INTERPRETATION

 

1.1

Definitions

 

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Unless the context otherwise requires, the words and

expressions defined in the PSC shall bear the same meanings

ascribed to them in the PSC wherever used in this Deed of

Assignment (including recitals to this Deed of Assignment).

 

1.1.1



Business Day means means a calendar day on which the

banks in London, Houston and



São Tomé are



customarily open for business;

1.1.2



 

National Petroleum Agency means the national

regulatory agency established by the Government of the

Democratic Republic São Tomé and Principe DecreeLaw 7/2014 of the 25th of April;

 



1.1.3



PSC means the Production Sharing Contract between

ERHC and the Government of the Democratic

Republic São Tomé and Principe covering Block 11

offshore São Tomé and Príncipe, dated July 23, 2014

and any amendment or supplement thereto;



 

1.1.4



Parties means the parties to this Deed of Assignment.



 

1.2



Interpretation



 

1.2.1



In addition to the definitions in clause 1.1, unless the

context requires otherwise:



1.2.1.1

1.2.1.2

1.2.1.3

1.2.1.4



1.2.1.5



the singular includes the plural and vice versa;

a person includes reference to a body corporate

or other legal entity;

any written law includes that law as amended or

re-enacted from time to time;

any agreement or other document includes that

agreement or other document as varied or

replaced from time to time;

a clause is to the relevant clause of this

agreement;

-3-



1.2.1.6



any party includes that party’s successors and

assigns.

 



1.3



Clause headings are inserted for convenience only and shall be

ignored in construing this Deed of Assignment.

 



NOW THIS DEED WITNESSETH THAT

 

2.



With effect from the date first written above, ERHC hereby assigns and

by novation transfers to KOSMOS one hundred per cent (100%) of its

rights, interests, liabilities and/or obligations under the PSC (the

“Transferred Interest”) to hold the same and subject to performance

and observance by KOSMOS of the terms and conditions contained in

the PSC and on the part of the Contractor therein described to be

performed and observed, in so far as they relate to the Transferred

Interest.

 



3.



KOSMOS hereby undertakes and covenants with ERHC that it will hold

the Transferred Interest subject to all of the terms and conditions of the

PSC and, will perform, observe, discharge and be bound by all of the

duties, liabilities and obligations arising under the PSC in respect of the

Transferred Interest in the place of ERHC.



4.



ERHC shall cease, for all purposes, to be a holder of the Transferred

Interest and KOSMOS shall, for all purposes, take the place of ERHC in

respect of the Transferred Interest.



5.



ERHC confirms that the rights and privileges of the Democratic

Republic of São Tomé and Principe under the PSC shall not be

prejudiced by the provisions of this Deed of Assignment.



6.



KOSMOS covenants with and in favour of the National Petroleum

Agency that they will perform and observe the terms and conditions

contained in the PSC and on the part of the Contractor therein described

to be performed and observed.

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7.



For the purpose of this Deed of Assignment, all notices shall be sent to

the following email addresses:



7.1



If to ERHC

Tel: +1 713 626 4700

Email: slyodobulu@erhc.com

Attention : Sylvan Odobulu



 

7.2



If to KOSMOS

 

Tel: + 1-214-445-9792

E-mail: jdoughty@kosmosenergy.com

Attention: Jason Doughty, General Counsel

 



8.



If any clause or provision of this Deed of Assignment shall be ruled

invalid or unenforceable by any court of competent jurisdiction or

appropriate arbitral body, the invalidity or unenforceability of such

clause or provision shall not affect any remaining clause or provision.



 

9.



This Deed of Assignment may be executed in any number of

counterparts with the same effect as if the signatures on the counterparts

were upon a single engrossment of this Deed of Assignment provided

that this Deed of Assignment shall not be effective until all the

counterparts have been executed.



 

10.



The construction, validity and performance of this Deed of Assignment

shall be governed by the Laws of Democratic Republic of São Tomé

and Principe and any disputes hereunder shall be resolved pursuant to

Article 25 of the PSC.



 

IN WITNESS WHEREOF the parties hereunto affixed their respective

common seals the day and year first above written.

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The Common Seal of ERHC

ENERGY

EEZ, LDA was hereunto



)

)



affixed in the presence of:



)

)

)

Director /s/ Peter Ntephe

)

)

)

)

Director/Secretary /s/ Sylvan Odobulu )



The Common Seal of KOSMOS

ENERGY

SAO TOME AND PRINCIPE was

hereunto

affixed in the presence of:

President /s/ Brian F. Maxted



Secretary /s/ Richard Stephens



)

)

)

)

)

)

)

)

)

)



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CONSENT

By executing this Deed of Assignment, the National Petroleum Agency

herein represented by its Executive Director does on behalf of the

Government of the Democratic Republic São Tomé and Principe consent and

approve to the assignment of the Transferred Interest by ERHC ENERGY

EEZ, LDA to KOSMOS ENERGY SAO TOME AND PRINCIPE in

accordance with the provisions of the PSC.

APPROVED BY THE EXECUTIVE DIRECTOR OF THE NATIONAL

PETROLEUM AGENCY:



/s/ Orlando Pontes

The Executive Director



October 20, 2015

Date

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