INDENTURE Dated as of March 8, 2024 Among KOSMOS ENERGY LTD. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 3.125% Convertible Senior Notes due 2030Indenture • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
INDENTURE dated as of March 8, 2024 among KOSMOS ENERGY LTD., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors listed on the signature pages hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Subordinated Indenture Dated as of , 20Kosmos Energy Ltd. • August 28th, 2018 • Crude petroleum & natural gas • New York
SUBORDINATED INDENTURE, dated as of , 20 , between Kosmos Energy Ltd., an exempted company incorporated pursuant to the laws of Bermuda, as the Company, and , as Trustee.
37,500,000 Common Shares KOSMOS ENERGY LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2021 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
Dealer Name and Address]Letter Agreement • March 8th, 2024 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Kosmos Energy Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer Name and Address]Kosmos Energy Ltd. • March 8th, 2024 • Crude petroleum & natural gas
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Kosmos Energy Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
EXPLORATION AND PRODUCTION CONTRACT BETWEEN THE ISLAMIC REPUBLIC OF MAURITANIA AND BP MAURITANIA INVESTMENTS LIMITED KOSMOS ENERGY MAURITANIA SOCIETE MAURITANIENNE DES HYDROCARBURESKosmos Energy Ltd. • February 28th, 2023 • Crude petroleum & natural gas
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
PRODUCTION SHARING CONTRACT BETWEEN THE DEMOCRATIC REPUBLIC OF SAO TOME AND PRINCIPE REPRESENTED BY AGENCIA NACIONAL DO PETROLEO DE SAO TOME AND PRINCIPE BP EXPLORATION (STP) LIMITED AND KOSMOS ENERGY SAO TOME AND PRINCIPE FOR BLOCK 10Kosmos Energy Ltd. • May 7th, 2018 • Crude petroleum & natural gas • Principe
PETROLEUM AGREEMENT BETWEEN THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA AND SIGNET PETROLEUM LIMITED CRICKET INVESTMENTS (PTY) LTD NATIONAL PETROLEUM CORPORATION OF NAMIBIA FOR BLOCK 2914B On ….. June 2011Petroleum Agreement • March 1st, 2019 • Kosmos Energy Ltd. • Crude petroleum & natural gas
WHEREAS all rights in relation to the exploration for, the production and disposal of, and the control over, Petroleum in or upon any Land in Namibia vest in the State;
15,000,000 Common Shares KOSMOS ENERGY LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2018 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
THE REPUBLIC OF SENEGAL One People — One Goal — One Faith HYDROCARBON EXPLORATION AND PRODUCTION SHARING CONTRACT SAINT LOUIS OFFSHORE PROFONDKosmos Energy Ltd. • November 3rd, 2014 • Crude petroleum & natural gas
· the Republic of Senegal (hereinafter the “State”), represented for the purposes hereof by Mr. Karim WADE, Minister of State, Minister of International Cooperation, Air Transport, Infrastructure and Energy,
HYDROCARBONS PRODUCTION SHARING AGREEMENT BLOCK CI-708Kosmos Energy Ltd. • February 26th, 2018 • Crude petroleum & natural gas
The Republic of Côte d’Ivoire, hereinafter referred to as the “Government,” represented herein by the Minister of Petroleum, Energy and Development of Renewable Energies, Mr. Thierry TANOH, the Secretary of State to the Prime Minister in charge of the State Budget and Portfolio, Mr. Moussa SANOGO, and the Minister of Economy and Finance, Mr. Adama KONE, duly authorised to sign hereunder;
JOINT OPERATING AGREEMENT BETWEEN TULLOW GHANA LIMITED SABRE OIL AND GAS LIMITED And KOSMOS ENERGY GHANA HC THE DEEPWATER TANO CONTRACT AREA, OFFSHORE GHANAJoint Operating Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas • England
WHEREAS, Tullow, Sabre and Kosmos have entered into a Petroleum Agreement dated March 10th 2006 with the Ghana National Petroleum Corporation (hereinafter referred as “GNPC”) and the government of the Republic of Ghana (hereinafter referred to as the “State”) covering the Deepwater Tano Block, offshore Ghana; and
AMENDED AND RESTATEDFACILITY AGREEMENTFacility Agreement • November 6th, 2023 • Kosmos Energy Ltd. • Crude petroleum & natural gas
PRODUCTION SHARING CONTRACT BETWEEN THE REPUBLIC OF EQUATORIAL GUINEA AND GUINEA ECUATORIAL DE PETROLEOS AND KOSMOS ENERGY EQUATORIAL GUINEA FOR BLOCK “W”Annex a Contract • May 7th, 2018 • Kosmos Energy Ltd. • Crude petroleum & natural gas
NOW THEREFORE, in consideration of the undertakings and mutual covenants contained herein, the Parties agree as follows:
SENIOR NOTES INDENTURE Dated as of October 26, 2021 Among KOSMOS ENERGY LTD. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent and BANQUE...Senior Notes Indenture • October 26th, 2021 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
INDENTURE, dated as of October 26, 2021, among Kosmos Energy Ltd., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar and Transfer Agent and Banque Internationale à Luxembourg S.A., as Luxembourg listing agent, Luxembourg paying agent and Luxembourg transfer agent.
PRODUCTION SHARING CONTRACT BETWEEN THE REPUBLIC OF EQUATORIAL GUINEA AND GUINEA ECUATORIAL DE PETROLEOS AND OPHIR EQUATORIAL GUINEA (EG-24) LIMITED FOR BLOCK EG-24Kosmos Energy Ltd. • August 6th, 2018 • Crude petroleum & natural gas
The State, Ophir Energy, and the National Company, including their transferees as approved under the law and this Contract, may be referred to individually as "Party" and collectively as "Parties."
KOSMOS ENERGY LTD. LONG TERM INCENTIVE PLAN RSU Award Agreement [Service Vesting — for Employees]Long Term Incentive Plan • November 5th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas
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.
SENIOR SECURED NOTES INDENTURE Dated as of August 1, 2014 Among KOSMOS ENERGY LTD. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent and...Senior Secured Notes Indenture • August 4th, 2014 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
INDENTURE, dated as of August 1, 2014, among Kosmos Energy Ltd., a Bermuda company (the “Company”), the Guarantors listed on the signature pages hereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar and Transfer Agent and Banque Internationale à Luxembourg S.A., as Luxembourg listing agent, Luxembourg paying agent and Luxembourg transfer agent.
PETROLEUM AGREEMENT REGARDING THE EXPLORATION FOR AND 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 BOUJDOUR OFFSHOREPetroleum Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The OFFICE NATIONAL DES HYDROCARURES ET DES MINES, a public Moroccan public entity instituted by law n°33-01, promulgated by dahir n° 1-03-203 on the date of 16 Ramadan 1424 (11 November 2003) and implemented by decree n°2-04-372 on the date of the 16 Kaada 1425 (29 December 2004), whose headquarters are at 5, Avenue Moulay Hassan — BP 99, Rabat, Morocco, hereinafter referred to as “ONHYM”, acting on behalf of the Kingdom of Morocco, hereinafter called “the STATE”, herein represented by its General Director, Amina BENKHADRA;
KOSMOS ENERGY LTD. LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement [Exchange]Restricted Stock Award Agreement • March 30th, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
You have been granted Restricted Stock (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.
PETROLEUM AGREEMENT Among THE REPUBLIC OF GHANA GHANA NATIONAL PETROLEUM CORPORATION KOSMOS ENERGY GHANA HC And THE E. O. GROUP IN RESPECT OF WEST CAPE THREE POINTS BLOCK OFFSHORE GHANA DATED 22ND JULY 2004Petroleum Agreement • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
THIS PETROLEUM AGREEMENT, made this day of 2004, by and among the Government of the Republic of Ghana (hereinafter referred to as “The State”), represented by the Minister of Energy (hereinafter referred to as the “Minister”), the Ghana National Petroleum Corporation, a public corporation established by Provisional National Defence Council Law 64 of 1983 (hereinafter referred to as (“GNPC”), and Kosmos Energy Ghana HC, a Cayman Islands exempted company (“Kosmos”) and the E.O.Group, a Ghanaian Company (“EO”), (EO and Kosmos being hereinafter referred to as “Contractor”)
NDIAN RIVER PRODUCTION SHARING CONTRACT BETWEEN THE REPUBLIC OF CAMEROON AND KOSMOS ENERGY CAMEROON HCProduction Sharing Contract • March 3rd, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas
Having regard to Law No. 99/013 of December 22, 1999 instituting the Petroleum Code and its implementing texts, in particular the Petroleum Regulations; and
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...Agreement • November 5th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas
PETROLEUM AGREEMENT REGARDING THE EXPLORATION FOR AND EXPLOITATION OF HYDROCARBONS BETWEEN OFFICE NATIONAL DES HYDROCARBURES ET DES MINES ACTING ON BEHALF OF THE STATE AND KOSMOS ENERGY DEEPWATER MOROCCO IN THE AREA OF INTEREST NAMEDPetroleum Agreement • November 5th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas
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 11th, 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;
SHAREHOLDERS AGREEMENT by and among KOSMOS ENERGY LTD. and EACH OF THE PARTIES IDENTIFIED ON SCHEDULE A Dated as of May 10, 2011Shareholders Agreement • February 25th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
This SHAREHOLDERS AGREEMENT is entered into as of May 10, 2011 (and effective as set forth in Section 4.15) by and among Kosmos Energy Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), and each of the parties identified on Schedule A.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 11th, 2020 • Kosmos Energy Ltd. • Crude petroleum & natural gas • Texas
• Separation and Release Agreement and Severance Benefit: By this Separation and Release Agreement (the “Agreement”), Kosmos Energy, LLC (“Kosmos”) offers you (i) severance pay equal to $802,912.90, subject to applicable taxes and withholdings; and (ii) 18 months of paid outplacement services provided by a third-party provider selected by Kosmos in its sole discretion (collectively, the “Severance Benefit”). If you (i) timely sign without modification and do not revoke the Agreement, and (ii) return all Kosmos property in your possession, Kosmos will pay the Severance Benefit in a lump-sum within ten business days after the Effective Date (as defined below).
ADDENDUM II TO PETROLEUM AGREEMENT entered into betweenPetroleum Agreement • March 1st, 2019 • Kosmos Energy Ltd. • Crude petroleum & natural gas
Whereas the Government, Signet Petroleum Limited (“Signet”), Cricket Investments (Proprietary) Limited (“Cricket”) and Namcor had, on 17th June 2011, entered into a petroleum agreement (the “Agreement”) in respect of petroleum exploration licence PEL 0039, pertaining to Offshore Blocks 2913A and 29148 – Orange Basin;
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2009, is by and among Kosmos Energy Holdings, a Cayman Islands Exempted Company limited by guarantee but not having a share capital and the expected predecessor company to the IPO Corporation (as hereinafter defined) (“Kosmos”), and each of the parties listed on Annex A (the “Initial Stockholders”, and as such Annex A is updated and amended pursuant to Section 12(c) hereof, the “Stockholders”), and amends and restates that certain Registration Rights Agreement, dated as of March 9, 2004, by and among Kosmos and the other parties thereto.
PARENT GUARANTEE AGREEMENTParent Guarantee Agreement • November 9th, 2020 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York
This PARENT GUARANTEE AGREEMENT (this “Agreement”) dated as of September 30, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) made by KOSMOS ENERGY LTD., a Delaware corporation (the “Guarantor”) in favor of CLMG CORP., a Texas corporation, as administrative agent and term loan collateral agent (together with its successors in such capacities, the “Term Loan Agent”) for the benefit of (a) the Lenders from time to time parties to the Credit Agreement referred to below and (b) the other Secured Parties (as hereinafter defined). Capitalized terms used and not defined herein have the meanings given such terms in the Credit Agreement.
ENVIRONMENT, TERRITORIAL PLANNING AND ENERGY STATE DEPARTMENT ADDENDUM TO THE CONTRACT ENTERED INTO BETWEEN THE PORTUGUESE STATE AND PETROBRAS INTERNATIONAL BRASPETRO BV, PETRÓLEOS DE PORTUGAL — PETROGAL, S.A. AND PARTEX OIL AND GAS (HOLDINGS)...Kosmos Energy Ltd. • May 4th, 2015 • Crude petroleum & natural gas
On the 12th day of March 2015, at 3 p.m., at the Energy Secretariat of State, in Lisbon, the following persons were present, Mr. Artur Trindade, Energy Secretary of State, as first contracting party and in representation of the Portuguese State (hereinafter called to as “State”), through a delegation of signature granted, issued by ordinance, in February 20, 2015, by the Environment, Territorial Planning and Energy Minister and, as second contracting parties, Mr. Mikel Erquiaga Aguirre, a Spanish citizen, acting on behalf of REPSOL EXPLORACIÓN, S.A., a company set up under and regulated by Spanish law, with registered seat at Calle Méndez Álvaro, 44, 28045 Madrid, España, registered with the Commercial Registry Office of Madrid, Tax Payer Number A-28/138873, having the share capital of 24,617,080.20 Euro, with a branch in Portugal, at Avenida José Malhoa, 16, 1099-091, Lisboa and holder of tax payer number 980378419 (hereinafter called to as “Repsol”), Mr. Paul Anthony Dailly, a Britis
DEED OF NOVATION AND ASSIGNMENT AND TRANSFERKosmos Energy Ltd. • March 30th, 2015 • Crude petroleum & natural gas • England and Wales
a company incorporated under the laws the Cayman Islands and having its registered office at 4th Floor, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 32322, Grand Cayman KY1-1209, Cayman Islands (“Assignor” or “Kosmos”);
DEED OF TRANSFER BETWEEN LA SOCIETE DES PETROLES DU SENEGAL (PETROSEN) TIMIS CORPORATION LIMITED AND KOSMOS ENERGY SENEGAL ConcerningAsset Purchase Agreement • November 3rd, 2014 • Kosmos Energy Ltd. • Crude petroleum & natural gas
The Hydrocarbons Exploration and Production Sharing Contracts and Joint Operating Agreements covering the following Permits:
EXPLORATION-PRODUCTION CONTRACT BETWEENKosmos Energy Ltd. • February 26th, 2018 • Crude petroleum & natural gas
DATED 28 March 2011 BNP PARIBAS as Facility Agent The Lenders The Hedging Counterparties KOSMOS ENERGY FINANCE INTERNATIONAL as Borrower KOSMOS ENERGY FINANCE INTERNATIONAL, KOSMOS ENERGY OPERATING, KOSMOS ENERGY INTERNATIONAL, KOSMOS ENERGY...Intercreditor Agreement • April 25th, 2011 • Kosmos Energy Ltd. • Crude petroleum & natural gas • England and Wales
KOSMOS ENERGY LTD. AMENDMENT NUMBER THREE TO CONSULTING AGREEMENTConsulting Agreement • November 5th, 2013 • Kosmos Energy Ltd. • Crude petroleum & natural gas
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.
