Exhibit 2.1 

October 13, 2021

ANADARKO OFFSHORE HOLDING COMPANY, LLC

(SELLER)

-AND-

ANADARKO PETROLEUM CORPORATION

(SELLER’S GUARANTOR)

-AND-

KOSMOS ENERGY GHANA HOLDINGS LIMITED

(PURCHASER)

-AND-

KOSMOS ENERGY LTD.

(PURCHASER’S GUARANTOR)

CONTENTS 

THIS AGREEMENT is made on October 13, 2021

Parties:

(each a Party in this Agreement and together, the Parties).

Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 14 (Definitions and Interpretation).

IT IS AGREED:

PREAMBLE

For the purposes of this Clause 2.2:

such sum being the Estimated Price.

The first day on which the Conditions have been fulfilled is the Unconditional Date (and if the Conditions have been fulfilled on or before the date of this Agreement, then the Unconditional Date shall be the date of this Agreement).

then the Purchaser and/or the Seller, as applicable, shall not be required to implement such requests or requirements in order to satisfy the Conditions.

in each case to the extent required to comply with the Purchaser Price Payment Obligations.

the Closing Date.

For the purposes of this Clause 7.3, a Material Obligation is: (i) in respect of the Seller, those obligations set out in paragraphs 1(b) and 1(c) of Part A of Schedule 5 (Closing Arrangements) and all of Part C of Schedule 5 (Closing Arrangements); and (ii) in respect of the Purchaser, the obligations set out in paragraph 1(e) of Part B of Schedule 5 (Closing Arrangements) and all of Part C of Schedule 5 (Closing Arrangements).

These obligations are subject to the provisions of Clause 22 (Confidentiality).

then, in each such case, proper provisions shall be made so that the successors and assigns of the Company shall assume the obligations set forth in this Clause 18.1 and the Purchaser and the Company shall not sell, transfer, distribute or otherwise dispose of any of their assets in a manner that would reasonably be expected to render them unable to satisfy their obligations under this Clause 18.1.

The provisions of this Clause 18.1 are intended to be for the benefit of, and shall be enforceable by, the Parties and all persons entitled to indemnification or insurance coverage or expense advancement pursuant to this Clause 18.1, and their heirs and representatives.

For the purposes of this Clause 22.5 document includes any material prepared by or on behalf of any Party or its Representatives.

and provided further that in each of (a) and (b) above, the Purchaser shall give the Seller prior written notice (of at least three Business Days) of any such proposed assignment of rights and details of the proposed assignee.

If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail (as between the Parties and as between any members of the Seller Group and any members of the Purchaser Group) unless such other agreement expressly states that it overrides this Agreement in the relevant respect.

Except as expressly provided in this Agreement, no failure or delay by any Party in exercising any right or remedy provided by law or under this Agreement or any Transaction Document shall affect or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other right or remedy.

Notwithstanding Closing: (i) each provision of this Agreement and any other Transaction Document not performed at or before Closing but which remains capable of performance; (ii) the Seller Warranties and the Purchaser Warranties; and (iii) all covenants, indemnities and other undertakings and assurances contained in or entered into pursuant to this Agreement or any other Transaction Document will remain in full force and effect and (except as otherwise expressly provided) without limit in time.

This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment shall be an effective mode of delivery.

No amendment of this Agreement (or of any other Transaction Document) shall be valid unless it is in writing and duly executed by or on behalf of all of the Parties to it.

Each of the provisions of this Agreement and the other Transaction Documents is severable. If any such provision is held to be or becomes invalid or unenforceable under the law of any jurisdiction, the Parties shall use all reasonable efforts to replace it with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, English law.

For the avoidance of doubt, the financial thresholds set out in Clause 8 (Seller Warranties and Undertakings) and Schedule 2 (Seller Warranties) and Schedule 3 (Limitations on Liability) shall not be altered by or reduced as a result of any agreement entered into in connection with any DWT JOA Pre-emption Process, notwithstanding that any DWT JOA Partner would be indirectly acquiring interests which represent less than the entirety of the Company’s interests in the DWT JOA and the WCTP JOA as at the date of this Agreement and after completion of the Carve-out.

Schedule 1
Form of Pre-emption Notice

BY COURIER AND EMAIL

__________ 2021

Strictly Private and Confidential

Dear Sir/Madam

Pre-Emption Notice in relation to the Deep Water Tano Joint Operating Agreement

Yours sincerely,

[ ]

Anadarko WCTP Company

Acknowledged, agreed and executed and delivered as a deed:

Annex 1 – PSA

Annex 2 – DISCLOSURE LETTER

Schedule 2
Seller Warranties

Each statement set out below in this Schedule 2 (Seller Warranties) is made subject to and on the terms of Clause 8 and Schedule 3 (Limitations on Liability).

Part A: General/Commercial

excluding, in each case, pursuant to any agreement whereby the Company and the other joint venture partners under the relevant Interest Documents are also a party; and

The Company is not involved as a party in or subject to any current or pending material Proceedings (other than in circumstances where the Company and the other joint venture partners under the relevant Interest Documents are parties or subject to such Proceedings) and, so far as the Seller is aware, in the three years prior to the date of this Agreement, no such material Proceedings (other than in relation to the Interest Documents) have been threatened in writing against the Company. For this purpose: (i) material means Proceedings that (if successful) may result in a cost to the Company of US$5,000,000 or more; and (ii) any proceedings for collection by the Company of debts not exceeding US$5,000,000 in aggregate arising in the ordinary course of business and any proceedings in respect of claims identified and fairly disclosed in the Disclosure Letter and/or the Data Room are excluded.

Part B: Employment

including, in each case, their material terms and conditions (including notice provisions and all material benefits and incentives).

Part C: Tax

Schedule 3
Limitations on Liability

The failure by the Purchaser to comply with its obligations in this paragraph 12 of this Schedule 3 (Limitations on Liability) shall not of itself prevent the Purchaser from bringing the relevant Claim against the Seller, but the Seller shall not be liable to the Purchaser to the extent that the amount of it is increased, or is not reduced, as a result of such failure.

Schedule 4
Purchaser Warranties

in each case which are likely to prevent, materially impact or restrict the Purchaser’s ability to satisfy the Purchaser Price Payment Obligations and which have not been disclosed in writing to the Seller.

Schedule 5
Closing Arrangements

Part A: Seller Obligations

Part B: Purchaser Obligations

Part C: Inter-Company Debt

At Closing the Seller and the Purchaser shall carry out those of their respective obligations under Schedule 9 (Inter-Company Debt) required to be performed at Closing.

Part D: General

Schedule 6
The Company’s Interests

Schedule 7
Information on the Company

Schedule 8
Tax

The Seller and Purchaser acknowledge their common view that no withholding or deduction on account of Tax arises or falls to be assessed in connection with the payment of the Purchase Price. If any such withholding or deduction is required by a relevant Government Entity, the Purchaser shall pay to the Seller such additional amount as will, after such deduction or withholding has been made, leave the Seller with the same amount as it would have been entitled to receive in the absence of such withholding or deduction. To the extent that any deduction or withholding in respect of which an additional amount has been paid under this paragraph 3 results in the Seller obtaining a refund of Tax or credit against Tax the Seller shall repay to the Purchaser within 20 Business Days of obtaining such refund or utilising such credit an amount equal to the lower of (i) the value of such refund or credit and (ii) the additional sum paid under this paragraph 3 (net of any Tax thereon).

Any payment made (or procured) by the Purchaser to the Seller or a member of the Seller Group under or pursuant to this Agreement is exclusive of any applicable VAT. If any VAT is or becomes chargeable on any supply made by the Seller or any member of the Seller Group under or pursuant to this Agreement, the Purchaser shall, subject to the receipt of a valid VAT invoice, pay to the Seller or the relevant member of the Seller Group (in addition to, and at the same time as, any other consideration for that supply) an amount equal to such VAT.

Schedule 9
Inter-Company Debt

in each case as notified in accordance with paragraph 1 of this Schedule 9 and the Inter-Company Debt shall be treated as discharged to the extent of that payment.

Schedule 10
Closing Statement Process

Part A: Preliminary

Part B: Final Closing Statement

Part C: Financial adjustments

Contributions

Leakage

Part D: Form of Closing Statement

Schedule 11
Marketing Transition

(collectively, the PetroSA Marketing Agreements), in the form set out in Schedule 12 (Form of notice of termination for PetroSA Marketing Agreements); and

(collectively, the Inter-Company Marketing Agreements), in the form set out in Schedule 13 (Form of notice of termination for Inter-Company Marketing Agreements).

in each case in a commercially reasonable manner consistent with past practice.

Schedule 12
Forms of notice of termination of PetroSA Marketing Agreements

____________, 2021

VIA COMMERCIAL COURIER AND FACSIMILE

PetroSA Ghana Limited

c/o PetroSA

151 Frans Conradie Drive

Parow

Cape Town

7500

Private Bag X5

Parow, Cape Town

7499

Fax: +27 21 929 3574

To whom it may concern:

This notice of termination is provided in relation to (i) that certain Crude Oil Sales Agreement, dated effective June 7, 2016, between Anadarko Energy Services Company (“AESC”) and PetroSA Ghana Limited (“PetroSA”) for the purchase and sale of crude oil production from the Jubilee Field Unit, and (ii) that certain Crude Oil Sales Agreement, dated effective June 7, 2016, between AESC and PetroSA for the purchase and sale of crude oil production from the TEN Field (collectively, the “PetroSA Marketing Agreements”).

Pursuant to Section 8.3 of the each of the PetroSA Marketing Agreements, AESC hereby provides PetroSA notice that it has elected to terminate the PetroSA Marketing Agreements effective 31 January 2022 (the “Termination Effective Date”). As a result, AESC will not have any further obligations to PetroSA under the PetroSA Marketing Agreements on or after the Termination Effective Date, including but not limited to, any obligation related to any liftings of crude oil that may occur after the Termination Effective Date.

Schedule 13
Forms of notice of termination of Inter-Company Marketing Agreements

_____________, 2021

VIA FACSIMILE

Anadarko WCTP Company

C/O KOSMOS ENERGY GHANA HOLDINGS LIMITED

C/O KOSMOS ENERGY, LLC

8176 Park Lane, Suite 500

Dallas, Texas 752331

Attn: General Counsel

Fax: +1 214 445 9705

To whom it may concern:

This notice of termination is provided in relation to (i) that certain Crude Oil Sales Agreement, dated effective January 1, 2011, between Anadarko Energy Services Company (“AESC”) and Anadarko WCTP Company (“AWCTP”) for the purchase and sale of crude oil production from the Jubilee Field Unit, and (ii) that certain Crude Oil Sales Agreement, dated effective September 1, 2016, between AESC and AWCTP for the purchase and sale of crude oil production from the TEN Field (collectively, the “AWCTP Marketing Agreements”).

AESC hereby provides AWCTP notice that it has elected to terminate the AWCTP Marketing Agreements effective 31 January 2022 (the “Termination Effective Date”). As a result, AESC will not have any further obligations to AWCTP under the AWCTP Marketing Agreements on or after the Termination Effective Date, including but not limited to, any obligation related to any liftings of crude oil that may occur after the Termination Effective Date.

Schedule 14
Definitions and Interpretation

In this Agreement, the following words and expressions shall have the following meanings:

Accounting Principles means IFRS, as applied in the Locked Box Accounts as set out therein;

Additional Consideration Amount has the meaning given in Clause 2.2;

Additional Consideration Amount Date has the meaning given in Clause 2.2;

Adjusted Base Price has the meaning given in Clause 2.2;

AESC means Anadarko Energy Services Company;

Affiliate means in relation to any Party, any subsidiary or parent company of that Party and any subsidiary of any such parent company, in each case from time to time;

after tax basis means a basis pursuant to which:

provided that, in either case, to the extent that any deduction, withholding or Tax in respect of which an additional amount has been paid under limb (a) or limb (b) of this definition results in the Payee obtaining a Relief, the Payee shall pay to the Payer, within 10 Business Days of obtaining the benefit of the Relief, an amount equal to the lesser of the value of the Relief actually received and the additional sum paid under limb (a) or limb (b);

Agreed Form means, in relation to a document, the form of that document that has been (a) initialled for the purpose of identification or (b) confirmed to be in the agreed form via email, in each case by or on behalf of the Seller and the Purchaser (in each case with such amendments as may be agreed by them or on their behalf);

Allocated to the Carve-out Interests has the meaning given in Clause 3.7;

Anti-Corruption Law means any applicable law, rule or regulation that relates to the identification, prevention or punishment of corruption and bribery, including those that exist under Ghanaian Law, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010;

AOE means (i) Additional Oil Entitlement as contemplated by Article 10 of each of the DWT Petroleum Agreement and WCTP Petroleum Agreement and (ii) all penalties, charges, deposits and interest relating to the foregoing or to any late or incorrect return in respect of any of them;

Audit Assessments means the assessments and demands against the Company in connection with the Ghanaian Tax Authority’s final audit report dated 7 May 2020 and revised tax audit report dated 20 September 2021, which have been disclosed in the Data Room;

Base Price has the meaning given in Clause 2.1;

Branch Profits Tax means (i) Ghanaian Tax pursuant to section 66 of the Internal Revenue Act, 2000 (Act 592) and/or section 60 of the Income Tax Act, 2015 (Act 896) (as they may be in force from time to time and including any related legislation, regulations, rules, directions and Tax Authority practice) and any other Ghanaian Tax of a similar nature and (ii) all penalties, charges, deposits and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them;

Business means the business and operations of the Company, comprising its ownership of the Interests (and, for the avoidance of doubt, excluding the Carve-out Interests) and matters ancillary thereto;

Business Day means a day other than a Saturday or Sunday or public holiday in Accra (Ghana), Houston (Texas), and George Town (Cayman Islands) on which banks are open in Accra (Ghana), Houston (Texas), and George Town (Cayman Islands) for general commercial business;

Carve-out has the meaning given to it in Recital (D);

Carve-out APA means the asset purchase agreement between the Company and NewCo dated on the date of this Agreement pursuant to which the Company has sold the Carve-out Interests to NewCo;

Carve-out Interests means:

Carve-out Receivable has the meaning given to it in Recital (D);

Claim means any claim for breach of Seller Warranty and any other claim under or for breach of this Agreement (excluding any claim made in connection with a breach of Clause 3 (Leakage and Contribution Amount) of this Agreement);

Closing means completion of the sale and purchase of the Shares in accordance with the provisions of this Agreement;

Closing Date has the meaning given in Clause 7.1;

Commitment has the meaning given in Clause 4.6;

Company means Anadarko WCTP Company, an exempted company incorporated under the laws of Cayman Islands, whose registered office is Maples Corporate Services Limited, Ugland House, P.O. Box 309 GT, George Town, Grand Cayman, Cayman Islands;

Conditions means the conditions to Closing set out in Clause 4.1 and Condition means any of them;

Confidential Information has the meaning given in Clause 22;

Connected Persons means, in relation to any person, such person’s officers, employees, agents and advisers;

Constitutional Documents means with respect to an entity its memorandum and articles of association, by laws or equivalent constitutional documents;

Contribution means, without any double counting, any of the following payments made to the Company or items of value received by the Company from (and including) the Locked Box Date up to Closing:

but excluding any payment made (or deemed to be made) to the Company in connection with (i) the payment and/or settlement of the Settlement Sum, (ii) the payment of Inter-Company Debt pursuant to paragraph 2 of Schedule 9 (Inter-Company Debt), and (iii) the Carve-out, the Carve-out Receivable and/or the GNPC Transaction;

Contribution Amount means the amount equal to (a) the aggregate amount of all Contributions from (and including) the Locked Box Date up to Closing, less (b) the aggregate amount of each Contribution from (and including) the Locked Box Date up to Closing to the extent Allocated to the Carve-out Interests;

Control means, in relation to a person, the ability of another person to ensure that the activities and business of that person are conducted in accordance with its wishes or the power to direct or cause the direction of the management or policies of such person (whether through ownership, contractual rights (including fund management arrangements) or otherwise), and a person shall be deemed to have Control of a body corporate if that person possesses or is entitled to acquire the majority of the issued share capital or the voting rights in that body corporate, the right to appoint a majority of the directors on the board of that body corporate or the right to receive the majority of the income of that body corporate on any distribution by it of all of its income or the majority of its assets on a winding up;

Costs means actual losses, damages, costs (including legal costs) and expenses (including Taxation) in each case of any nature;

Daily Rate means an amount calculated as though it were interest at a rate of 4% on an annualised basis, calculated as a daily rate assuming a 365-day year;

Data Room means the data room comprising the documents and other information relating to the Company made available by the Seller as listed on the data room index in the Agreed Form attached to the Disclosure Letter;

Decommissioning and Abandonment Liabilities means any Costs arising from or relating to any or all of: abandonment, decommissioning, site restoration, removal and making safe of any of the property relating to, associated with, employed, held or utilised in connection with the Business (including any pipelines, plant, machinery, wells, facilities and any other offshore and onshore installations and structures) including any Costs arising from or relating to any obligation (whether express or implied) under or pursuant to the Interest Documents or any other agreement (including any amendments, extensions, renewals or replacements thereof) or any Environmental Laws or other law, duty of care, contractual obligation, international law or convention or other obligation howsoever arising, including obligations under all applicable regulations and any commitments made under any abandonment and site restoration plans prepared in respect of all or any part of the Business, and including any residual liability for continuing insurance, maintenance and monitoring costs, irrespective of whether such Costs arise as a consequence of the negligence, fault or breach of duty or on account of strict liability on the part of the Company or any Seller Indemnified Person;

Default Interest means interest at a daily rate of 6% on an annualised basis, calculated as a daily rate assuming a 365-day year;

Disclosure Letter means the letter from the Seller to the Purchaser executed and delivered immediately before the signing of this Agreement;

Dispute means a dispute arising between the Parties out of or in connection with this Agreement including disputes arising out of or in connection with:

DWT JOA means the Joint Operating Agreement entered into between Tullow Ghana Limited, Sabre Oil and Gas Limited and Kosmos Energy Ghana HC in respect of the Deep Water Tano Contract Area on 15 August 2006, as amended, modified, supplemented, assigned and novated from time to time;

DWT JOA Partners means the parties to the DWT JOA as at the date of this Agreement;

DWT JOA Pre-emption Process means the process for giving effect to the DWT JOA Pre-emption Right, as set out in Article 12.1(G) of the DWT JOA;

DWT JOA Pre-emption Right means the pre-emption right afforded to the DWT JOA Partners pursuant to Article 12.1(G) of the DWT JOA in connection with the Proposed Transaction;

DWT Petroleum Agreement means the Petroleum Agreement entered into between the Government of the Republic of Ghana, Tullow Ghana Limited, Sabre Oil and Gas Limited and Kosmos Energy Ghana HC in respect of the Deep Water Tano Contract Area on 10 March 2006, as amended, modified, supplemented, assigned and novated from time to time;

Employees means the employees of the Company from time to time;

Environment means all or any of the following media, namely air (including the air within buildings or other natural or man-made structures above or below ground), water (including surface or ground water) or land;

Environmental Laws means all international, national, state, federal, regional or local laws (including common law, statute law, civil, criminal and administrative law), together with all subordinate legislation relating to Environmental Matters, together with any judicial or administrative interpretation of each of the foregoing;

Environmental Liabilities means any Costs whatsoever (other than Decommissioning and Abandonment Liabilities) that relate to Environmental Matters arising under any Environmental Law or otherwise in connection with the Business or the Interests or the Company, irrespective of whether such Costs arise as a consequence of the negligence, fault or breach of duty or on account of strict liability on the part of the Company or any Seller Indemnified Person;

Environmental Matters means all matters relating to the pollution or protection of the Environment;

Estimated Additional Consideration Amount means the Seller’s good faith estimate of the Additional Consideration Amount, as set out in the Preliminary Closing Statement;

Estimated Contribution Amount means the Seller’s good faith estimate of the Contribution Amount, as set out in the Preliminary Closing Statement;

Estimated Leakage Amount means the Seller’s good faith estimate of the Leakage Amount, as set out in the Preliminary Closing Statement;

Estimated Price has the meaning given in Clause 2.3;

Exchange Rate means with respect to a particular currency for a particular day the spot rate of exchange (the closing mid-point) for that currency into US dollars on such date as published in www.oanda.com as at the close of business in New York as at such date;

Existing Anadarko PCG means the guarantee dated July 8, 2009 by Anadarko Petroleum Corporation in favour of the Government of the Republic of Ghana and the GNPC in respect of the performance by the Company of its obligations under the WCTP Petroleum Agreement, the DWT Petroleum Agreement and in connection with the unitization of the Jubilee Field (including pursuant to the UUOA);

Existing Kosmos PCGs means:

Final Closing Statement has the meaning given in Schedule 10 (Closing statement Process);

Finally Determined means, in relation to an amount of or in respect of Tax, a decision of a court or tribunal is given or any binding agreement or determination is made from which no appeal lies or in respect of which no appeal is made within the prescribed time limit;

Financial Debt means borrowings and indebtedness in the nature of borrowing (including by way of acceptance credits, discounting or similar facilities, loan stocks, bonds, debentures, notes, overdrafts, finance leases or any other similar arrangements the purpose of which is to raise money) owed to any banking, financial, acceptance credit, lending or other similar institution or organisation;

Firm has the meaning given in Schedule 10 (Closing statement Process);

Ghanaian Tax means any Tax imposed, levied, charged or otherwise assessed or collected by any Government Entity in Ghana;

GNPC means the Ghana National Petroleum Corporation;

GNPC PSA means the sale and purchase agreement between (among others) the Seller and the GNPC entered into on or around the date of this Agreement;

GNPC Transaction means the proposed sale by the Seller to the GNPC of the entire issued share capital of NewCo pursuant to the GNPC PSA;

Government Entity means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority, including the Minister of Energy, the GNPC and any Tax Authority;

IFRS means the International Financial Reporting Standards, International Accounting Standards, and interpretations of those standards, issued by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee and their predecessor bodies;

Indemnified Liabilities has the meaning given in Clause 18.1;

Indemnified Officer has the meaning given in Clause 18.1;

Inter-Company Debt means Inter-Company Payables and Inter-Company Receivables;

Inter-Company Marketing Agreements has the meaning given in Schedule 11 (Marketing Transition);

Inter-Company Payables means, in relation to the Company, any amounts owed as at Closing by the Company to any member of the Seller Group together with accrued interest, if any, up to the date of Closing on the terms of the applicable debt but excluding any amounts owed under the Inter-Company Marketing Agreements in respect of liftings made on or after 1 July 2021;

Inter-Company Receivables means, in relation to the Company, any amounts owed as at Closing to the Company by any member of the Seller Group together with accrued interest, if any, up to the date of Closing on the terms of the applicable debt but excluding any amounts owed in respect of the Carve-out Receivable and the Inter-Company Marketing Agreements in respect of liftings made on or after 1 July 2021;

Interest Documents means:

Interests means the Company’s interests in (a) each of the DWT Petroleum Agreement and WCTP Petroleum Agreement as set out in Schedule 6 (The Company’s Interests), and (b) each of the other Interest Documents, in each case following completion of the Carve-out;

Jubilee COLA has the meaning given in Schedule 11 (Marketing Transition);

July Jubilee Lifting Receivable means an inter-company receivable in an amount of US$62,614,070.33 owed by AESC to the Company in relation to hydrocarbons lifted from the Jubilee field in July 2021 pursuant to the relevant Inter-Company Marketing Agreement;

Last Audited Accounts means the audited financial statements of the Company for the financial year ended on 31 December 2020;

Leakage means:

in each case (except for paragraph (e) and (h)) to, or on behalf of, or for the benefit of the Seller or any member of the Seller Group (but in each case does not include Permitted Leakage);

Leakage Amount means an amount equal to (i) the aggregate amount of all Leakage from and including the Locked Box Date up to the Closing Date less (ii) the aggregate amount of all such Leakage to the extent Allocated to the Carve-out Interests, being in each case, in relation to those types of Leakage set out in:

provided that the Leakage Amount shall:

Locked Box Accounts means the management accounts of the Company in respect of the three month period ending on the Locked Box Date in the Agreed Form;

Locked Box Date means 1 April 2021;

Longstop Date means the date which is 30 Business Days from the date of this Agreement;

Marketing Transition Termination Date has the meaning given in Schedule 11 (Marketing Transition);

Material Contract has the meaning given in paragraph 10.1 of Schedule 2 (Seller Warranties);

Material Obligation has the meaning given in Clause 7.3;

Minister of Energy means the Ghanaian Minister of Energy;

NewCo has the meaning given to in Recital (D);

Objection Notice has the meaning given in Schedule 10 (Closing statement Process);

parent company means any company that in relation to another company (its ‘subsidiary’):

in each case whether directly or indirectly through one or more companies or other entities;

Permitted Leakage means:

in each case, which shall be no more than US$250,000 (in aggregate) per calendar month when calculated as an average for each calendar month between the Locked Box Date and Closing and which, for the avoidance of doubt, shall exclude any and all amounts and/or liabilities covered by paragraphs (a) to (g) above, the Post-Effective Date Adjustment, and/or any amounts or liabilities due and payable under the Inter-Company Marketing Agreements; and

PetroSA has the meaning given in Schedule 11 (Marketing Transition);

PetroSA Marketing Agreements has the meaning given in Schedule 11 (Marketing Transition);

Post-Effective Date Adjustment means the amount equal to:

Pre-emption Notice has the meaning given in Clause 5.1;

Preliminary Closing Statement has the meaning given in Clause 2.4;

Proceeding means any claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, regulatory, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action;

Properties all of the land and premises owned or leased by the Company or in which the Company has an interest, but excluding any joint property or other property that is also owned, leased or used by any of the other joint venture partners under any of the Interest Documents or in which any such joint venture partners also have an interest;

Proposed Transaction means the transaction for the sale and purchase of Shares as contemplated by the Transaction Documents and, for the avoidance of doubt, excludes the Carve-out and the GNPC Transaction;

Purchase Price has the meaning given in Clause 2.1;

Purchaser Financing Agreements means:

Purchaser Fundamental Warranties means the Purchaser Warranties set out in paragraphs 1, 2, 3, 7, 8, and 9 of Schedule 4 (Purchaser Warranties);

Purchaser Group means the Purchaser and its Affiliates from time to time, which from Closing shall include the Company;

Purchaser Obligation means any representation, covenant, warranty or undertaking to indemnify given by the Purchaser to the Seller under this Agreement;

Purchaser Price Payment Obligations means the Purchaser’s obligations under Clause 2.3 and, if applicable, Part C of Schedule 11 (Closing Statement Process).

Purchaser Records has the meaning given in Clause 17.1(a) (Information, Records and Assistance Post-Closing);

Purchaser Warranties means the warranties given pursuant to Clause 9 (Purchaser Warranties and Undertakings) and set out in Schedule 4 (Purchaser Warranties);

Purchaser’s Attorneys means Slaughter and May;

Purchaser’s Bank Account means the Purchaser’s bank account as notified in writing by the Purchaser to the Seller;

Purchaser’s Guaranteed Obligations has the meaning given in Clause 19.2(a);

Q1 Tax Payment means US$39,205,059 being an amount equal to the payment of Tax made by the Company to the Ghanaian Tax Authority in April 2021 in respect of the period from 1 January 2021 to 31 March 2021;

Relief includes any allowance, credit, deduction, exemption or set off in respect of any Tax, or any saving or repayment of Tax;

Representatives means, in relation to a Party, its respective Affiliates and the directors, officers, employees, agents, advisers, accountants, auditors and consultants of that Party and/or of its respective Affiliates;

Sanctioned Person means any person, organisation or vessel:

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under any Sanctions Law;

Sanctions Law means any economic or financial sanctions administered by the OFAC, the US State Department, the United Nations, the United Kingdom, the European Union or any member state thereof, or any other national economic sanctions authority with jurisdiction over any Party;

Seller Group means the Seller and its Affiliates from time to time but excluding the Company;

Seller Indemnified Persons has the meaning given in Clause 9.2;

Seller Obligation means any representation, covenant, warranty or undertaking to indemnify given by the Seller to the Purchaser under this Agreement;

Seller Records has the meaning given in Clause 17.1(b) (Information, Records and Assistance Post-Closing);

Seller Representation has the meaning given in Clause 8.5;

Seller Fundamental Warranties means the Seller Warranties set out in paragraphs 1.1 and 1.2 (The Seller Group and the Shares), 2.1 (The Company), 3.1 and 3.3 (The Assets) and 12 (Solvency) of Part A of Schedule 2;

Seller Warranties means the warranties given pursuant to Clause 8 (Seller Warranties and Undertakings) and set out in Schedule 2 (Seller Warranties);

Seller’s Attorneys means Freshfields Bruckhaus Deringer LLP;

Seller’s Bank Account means the Seller’s bank account at Bank of America, N.A.; account name: Anadarko Offshore Holding Co LLC; account number: 1257727887; account address: 1201 Lake Robbins Dr The Woodlands TX 77380-1124; Routing number ACH/EFT: 122000661; Routing number DOM. WIRES: 026009593; SWIFT Code INTL WIRES: BOFAUS3N (or such other account(s) as the Seller and Purchaser may agree in writing);

Seller’s Guaranteed Obligations has the meaning given in Clause 19.1(a);

Settlement Agreement means an agreement between the Seller, the Company, the Seller’s Guarantor, NewCo and the Ghanaian Tax Authority (and such other persons as may be appropriate) dated on or around the date of this Agreement;

Settlement Sum means the amount to be paid and/or settled with the Ghanaian Tax Authority at or around Closing pursuant to the Settlement Agreement;

Shares means the shares comprising the entire issued share capital of the Company;

Surviving Provisions means Clauses 21 (Announcements), 22 (Confidentiality), 23 (Assignment), 25 (Costs), 26 (Notices), 27 (Conflict with other Agreements), 28 (Whole Agreement), 29 (Waivers, Rights and Remedies), 31 (Counterparts), 32 (Variations), 33 (Invalidity), 34 (Third Party Enforcement Rights), 35 (Governing Law), 36 (Jurisdiction), 37 (Agent for Service of Process), Schedule 3 (Limitations on Liability), Schedule 8 (Tax) and Schedule 14 (Definitions and Interpretation);

Tax and Taxation means: (i) taxes on any or all of income, profits and gains; and (ii) all other taxes, levies, duties, imposts, charges, deductions and withholdings of any fiscal nature, including any excise, property, value added, sales, use, occupation, transfer, franchise and payroll taxes, any income tax, withholding tax and branch profits tax and any other tax charged under the Petroleum Income Tax Act 1987, the Internal Revenue Act, 2000 (Act 592) and/or the Income Tax Act 2015 (Act 896), together with all penalties, charges, deposits and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them (and, for the avoidance of doubt, “Tax” and “Taxation” does not include AOE);

Tax Authority means any statutory, governmental, state, federal, provincial, municipal, local or other fiscal, revenue, customs or excise authority, body or official, in any jurisdiction, with responsibility for, and competent to impose, levy, assess, collect or administer any form of Tax (including the Ghana Revenue Authority);

Tax Matters has the meaning given in paragraph (a) of Schedule 3 (Limitations on Liability);

Tax Return means any return to be made or submitted to any Tax Authority of income, profits or gains or of any other amounts relevant for the purposes of Tax, including any related attachments;

Tax Warranties means the warranties set out in Part C of Schedule 2 (Seller Warranties);

TEN COLA has the meaning given in Schedule 11 (Marketing Transition);

Terminal-Related Claims has the meaning given in Schedule 11 (Marketing Transition);

Third Party Assurances means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature given (i) to a third party by the Company in respect of any obligation of a member of the Seller Group; and/or (as the context may require) (ii) to a third party by a member of the Seller Group in respect of any obligation of the Company;

Third Party Claim has the meaning given in Clause 10.1;

Third Party Right means any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, or any agreement to create any of the above;

Title and Capacity Warranties means the warranties set out in paragraphs 1.1 and 1.2 (The Seller Group and the Shares), 2.1 (The Company) and 3.1 (The Assets) of Part A of Schedule 2 (Seller Warranties);

Transaction Documents means this Agreement and the Disclosure Letter and any other document that may be designated by the Seller and Purchaser in writing as a Transaction Document;

Tullow Receivable means a receivable owed by Tullow Ghana Limited of an amount equal to US$6,854,888.22 as at 31 March 2021 plus any additional amounts accruing in respect of such amount from 31 March 2021 for which a payment has been received by the Company prior to the date of this Agreement;

Unconditional Date has the meaning given in Clause 4.3;

UUOA means the Unitization and Unit Operating Agreement entered into between the GNPC, Tullow Ghana Limited, Kosmos Energy Ghana HC, the Company, Sabre Oil & Gas Holdings Limited and EO Group Limited in relation to the Jubilee Field Unit on 13 July 2009, as amended, modified, supplemented, assigned and novated from time to time;

VAT means value added tax and any similar sales or turnover tax;

WCTP JOA means the Joint Operating Agreement entered into between Kosmos Energy Ghana HC and The E.O. Group in respect of the West Cape Three Points Contract Area on 22 July 2004, as amended, modified, supplemented, assigned and novated from time to time;

WCTP Petroleum Agreement means the Petroleum Agreement entered into between the Government of the Republic of Ghana, the GNPC, Kosmos Energy Ghana HC and The E.O. Group in respect of the West Cape Three Points Contract Area on 22 July 2004, as amended, modified, supplemented, assigned and novated from time to time;

Work Programs and Budgets means:

Working Hours means 9.30am to 5.30pm in the relevant location on a Business Day.

In this Agreement, unless the context otherwise requires:

Except as otherwise expressly provided in this Agreement, any express reference to an enactment (which includes any legislation in any jurisdiction) includes references to (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the date of this Agreement; (ii) any enactment that that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made (before or after the date of this Agreement) under that enactment, as amended, consolidated or re-enacted as described in (i) or (ii) above.

The Schedules comprise schedules to this Agreement and form part of this Agreement.

Where there is any inconsistency between the definitions set out in this Schedule and the definitions set out in any Clause or any other Schedule, then, for the purposes of construing such Clause or Schedule, the definitions set out in such Clause or Schedule shall prevail.

Signature

This Agreement is signed by duly authorised Representatives of the Parties: