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 DEED OF ASSIGNMENT





TANO DEEP








THIS DEED OF ASSIGNMENT is made the 31st day of March 2008


BY AND AMONG:


Tullow Ghana Limited a Jersey Company (“Tullow”);


Kosmos Energy Ghana HC a Cayman Islands company (“Kosmos”);


Anadarko WCTP Company a Cayman Islands company (“Anadarko”);


Sabre Oil and Gas Limited a Scottish Company (“Assignor”); and


Sabre Oil & Gas Holdings Limited (“Assignee”) a British Virgin Islands Company


collectively referred to as the “Parties” and individually as a “Party”.


WHEREAS


(A) In implementation of a group restructuring, Assignor has agreed to assign and


transfer to Assignee its entire undivided Participating Interest of four point five


percent 4.5% in the Petroleum Agreement dated 10th March 2007 in respect of the


Deep Water Tano Contract Area (the “Subject Interest”).


(B) The prior consent of the Minister of Energy of the Government of the Republic of


Ghana and of GNPC to these assignments has been granted.


(C) In order to effect the assignments and transfers referred to in Recital (A), the


Parties have agreed to the execution of this Deed.


THEREFORE it is agreed as follows:


1. InthisDeed:-


(a) unless the context otherwise requires, the words, phrases and expressions


defined in the Petroleum Agreement shall have the meanings given to


them in the Petroleum Agreement;


(b) references to clauses are to clauses to this Deed unless otherwise


specified;


(c) references to the singular shall include the plural and vice versa; and


(d) the following terms shall bear the meanings ascribed to them:-


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“Effective Date” shall mean 14th June 2007;











“Participating Interest” means an undivided percentage interest in the


rights, privileges, duties and obligations of the


Contractor under the Petroleum Agreement;


“Petroleum Agreement” means the Petroleum Agreement dated 10th March ,





2006 amongst the Government of the Republic of


Ghana, GNPC, Tullow, Kosmos and Assignor in


respect of the Deep Water Tano Contract Area,


offshore Ghana; and


“Subject Interest” shall have the meaning ascribed thereto in the


Recitals.


2. By this Deed Assignor assigns and Assignee accepts the assignment by Assignor





with effect on and from the Effective Date, of all of Assignor’s rights,


entitlements, obligations and liabilities in the respective Subject Interest, subject


to and in accordance with the terms and conditions of this Deed.


3. Assignee hereby covenants that with effect on and from the Effective Date, it





shall perform and observe all of the terms and conditions contained in, and shall


assume all obligations and liabilities arising in and under, the Petroleum


Agreement and each Party shall accept such performance and observance by


Assignee in place of Assignor in relation to the Subject Interest. Assignee shall be


liable to the other Parties for any claims, fines, proceedings, injury, costs


(including reasonable legal costs), loss, damage or expense incurred by die other


Parties as a result of the failure by Assignee to comply with its obligations under


this clause 3.


4. Nothing contained herein shall prejudice the rights and obligations of Assignor





and Assignee under or in connection with the Petroleum Agreement and any other


documents made between them in relation to the transfer of the Subject Interest.





5. No Party shall make any announcement to the public or otherwise publicise this


Deed or any arrangement entered into under or in connection with this Deed


without the prior written consent of the other Parties, such consent not to be


unreasonably withheld or delayed.





6. This Deed may only be amended or varied by the written agreement of each of the


Parties.


7. No waiver or failure by a Party to insist on the strict performance of this Deed or


to act in respect of the default of another Party and no acceptance of payment or


performance during the continuance of any such default shall preclude any right,


relief or remedy under or in connection with this Deed available to the non-


«

















defaulting Parties and may not be relied upon by the defaulting Party as a consent


to that default or to its repetition.


8. No Party shall be entitled to assign this Deed without the consent of the other


Parties. This Deed shall bind and enure to the benefit of the Parties and their


respective successors and permitted assigns.





9. All notices and other communications required or permitted under this Deed shall


be in writing to the appropriate Party at the address specified below:





If to Tullow, to: If to Kosmos, to:





Tullow Ghana Limited Kosmos Energy Ghana HC


do 21st Floor c/o Kosmos Energy, LLC


Metropolitan Centre 8401 North Central Expressway; Suite 280


7 Coen Steytler Ave Dallas, Texas 75225


Cape Town 8001 Attn: W. Greg Dunlevy


South Africa Fax: (214) 363 9024


Attn: Exploration Manager


Fax: +27 21400 7660








If to Anadarko, to: If to Assignor, to:














Anadarko WCTP Company Sabre Oil and Gas Limited


1201 Lake Robbins Drive 4 Rubislaw Place


The Woodlands, Texas 77380 USA Aberdeen


ATTN: Manager, IntT Negotiations Scotland AB10 1XN


Fax: +832-636-8023 Attn: Andrew MacDonald


Tel: +1 832/636-2827 Fax: +44(0)1224 649 700


Anadarko WCTP Company


 If to Assignee, to:





Sabre Oil & Gas Holdings Limited


Avenue Louis-Casai


CH-1209 Geneva


Switzerland


Attn. David Lampe





Fax+41 22 747 7990

















10. Any Party may send any notice, request, demand, claim or other communication


hereunder to the intended recipient Party at the address set forth above by mail,


personal delivery, expedited or overnight courier, messenger service or fax, but no


such notice, request, demand, claim or other communication shall be deemed to


have been duly given unless and until it actually is received by the intended


recipient Party. Any Party may change the address to which notices, requests,


demands, claims arid other communications hereunder are to be delivered by


giving the other Parties notice in the manner herein set forth.


11. The Parties agree to promptly execute and deliver all such further instruments and





promptly do and perform all such further acts and things as shall be necessary or


expedient for the carrying out of the provisions of this Deed.





12. This .Deed shall not confer any rights or remedies upon any person other than the


Parties and their respective successors and permitted assigns.


13. This Deed is governed by and shall be construed in accordance with the laws of



























































l


 12. This Deed shall not confer any rights or remedies upon any person other than the


Parties and their respective successors and permitted assigns..........


13. This Deed is governed by and shall be construed in accordance with the laws of


Ghana.


IN WITNESS WHEREOF this Deed has been executed for and on behalf of the Parties.





EXECUTED as a DEED )


on behalf of )


TULLOW GHANA LIMITED )


Director








Director/Secretary


EXECUTED as a DEED )


on behalf of )


KOSMOS ENERGY GHANA HC )


"13^---- Director

















EXECUTED as a DEED )


on behalf of )


ANADARKO WCTP COMPANY )











Director











Director/Secretary











on behalf of THE GOVERNMENT)


OF THE REPUBLIC OEjGHANAT





L Ministry-of Energy


10. Any Party may send any notice, request, demand, claim or other communication


hereunder to the intended recipient Party at the address set forth above by mail, personal


delivery, expedited or overnight courier, messenger service or fax, but no such notice,


request, demand, claim or other communication shall be deemed to have been duly given


unless and until it actually is received by the intended recipient Party. Any Party may


change the address to which notices, requests, demands, claims and other


communications hereunder are to be delivered by giving the other Parties notice in the


manner herein set forth.


11. The Parties agree to promptly execute and deliver all such further instruments and


promptly do and perform all such further acts and things as shall be necessary or


expedient for the carrying out of the provisions of this Deed.


12. This Deed shall not confer any rights or remedies upon any person other than the Parties


and their respective successors and permitted assigns.


13. This Deed is governed by and shall be construed in accordance with the laws of Ghana.


IN WITNESS WHEREOF this Deed has been executed for and on behalf of the Parties.





EXECUTED as a DEED )


on behalf of )


TULLOW GHANA LIMITED )





Director








Director/Secretary





EXECUTED as a DEED )


on behalf of )


KOSMOS ENERGY GHANA HC )





Director








Director/Secretary








EXECUTED as a DEED )


on behalf of )


ANADARKO WCTP COMPANY )





Director














4


EXECUTED as a DEED )


on behalf of )


SABRE OIL AND GAS LIMITED)








Director/Secretary jOqXn





EXECUTED as a DEED


on behalf of


SABRE OIL & GAS HOLDINGS LIMITED S>#nb l/m/fc


Director





Director/Secretary