Deed of Assignment Arabic Translation Omitted
This
Deed
of Assignment is made and entered into on this day of ,2006 , by and between
"Dover
Investments Limited,
a
corporation organized and existing under the laws of Canada hereinafter referred
to as ("Dover”),
as
ASSIGNOR, and
TransPacific Petroleum Corp., a
corporation organized and existing under the laws of Canada, hereinafter
referred to as (“TransPacific”),
and
Mogul Energy International, Inc.
a
corporation organized and existing under the laws of the United States of
America, hereinafter referred to as (“Mogul”)
and
Sea Dragon Energy Inc.
a
corporation organized and existing under the laws of Canada hereinafter referred
to as (“Sea
Dragon”)
As
ASSIGNEES.
WHEREAS,
“Dover”
has
certain rights, privileges, duties and obligations under the Concession
Agreement issued by Law No. 159 of 2002, dated 18th
of July,
2002, (hereinafter referred to as the “Concession Agreement``), entered into by
the Government of the Arab Republic of Egypt (“Government”),
the
“Egyptian General Petroleum Corporation” (“EGPC”)
and
"Dover Investments Limited
(“Dover”),
for
Petroleum Exploration and Exploitation covering the “East
Wadi Araba ” Area,
Gulf of Suez as described in Annex ``A`` and outlined in Annex ``B`` of
the
above mentioned Concession Agreement.
1
WHEREAS,
Dover
wishes
to
assign: Twenty
Five percent(25%)
to
TransPacific,
Twenty
percent(20%)
to
Mogul
and
Forty percent (40%) to Sea
Dragon of
its
rights, interests, privileges, duties and obligations in the above
mentioned
Concession Agreement.
WHEREAS
TransPacific
Mogul and
Sea
Dragon
accept
such Assignment.
WHEREAS,
pursuant to Article XXI of the aforementioned Concession Agreement,
EGPC
must
review and approve the text of this Assignment.
WHEREAS,
such Assignment is subject to the approval of the Government of the
Arab
Republic of Egypt.
NOW,
THEREFORE, the Parties of this Assignment agree as follows:
1
- This
Assignment is made in accordance with the provisions of Article XXI
of the
aforementioned Concession Agreement.
2
-
Dover
hereby
assigns an eighty five percent (85%) interest of its rights, interests,
privileges, duties and obligations in the above mentioned Concession
Agreement
to TransPacific,
Mogul and Sea Dragon
Upon
the
approval of this Deed of Assignment, the interests of the parties constituting
the Contractor under the aforementioned Concession Agreement shall
be as
follows:
TransPacific 25%
Mogul
20%
Sea
Dragon 40%
Dover 15%
3
- This
Assignment shall be binding upon and inure to the benefit of the Parties
hereto,
their successors and assignees.
2
4
-
Dover
states
that it has duly fulfilled all of its obligations under the aforementioned
Concession Agreement as of the date of this Assignment.
5
-
TransPacific, Mogul, and
Sea
Dragon.
(as
Assignees) expressly state that they are bound by all the provisions
and
covenants contained in the aforementioned Concession Agreement and
any
modifications or additions in writing, as well as any contracts concluded
by
Dover
(as
Assignor) with EGPC
in
implementation thereof that may have been made up to the date of this
Deed of
Assignment.
6
-
Dover, TransPacific, Mogul
and
Sea Dragon state
that the rights and privileges of both the Government
and
EGPC
contained in the Concession Agreement shall not be prejudiced by the
provisions
of this Deed of Assignment.
7
-
Pursuant to Article XXI paragraph (d) of the Concession Agreement,
TransPacific,
Mogul,
Sea Dragon state
that they, together with Dover,
shall
be vis-vis jointly and severally liable to the Government
and
EGPC
for the
performance of the obligations of Contractor under the aforementioned
Concession
Agreement.
8
-
TransPacific
(The
Operator),
(through
it’s office in The A.R.E.) shall further be the entity to which, from
which and
in whose name all notifications related to, or in connection with the
aforementioned Concession Agreement shall be made.
9
- This
Assignment shall be effective as of the date of the approval of the
Government.
3
IN
WITNESS WHEREOF, the Assignment parties have duly executed this Deed
of
Assignment on this day of ,
2006.
ASSIGNOR:
By:
DOVER INVESTMENTS LIMITED
Name:
Xxxxxx X. Xxxxx
Title:
President
Signature:
/s/
Xxxxxx X. Xxxxx
ASSIGNEES:
By:
TRANSPACIFIC PETROLEUM CORP.
Name:
Xx. Xxxxxxx X. Xxxx
Title:
President
Signature:
/s/
Ghareeb X. Xxxx
By:
MOGUL ENERGY INTERNATIONAL INC.
Name:
Naeem Tyab
Title:
President
Signature:
/s/
Naeem
Tyab
4
By:
SEA DRAGON ENERGY INC.
Name:
Xxxxx Xxxxxxxx
Title:
President
Signature
/s/
Xxxxx
Xxxxxxxx
The
above
mentioned Deed of Assignment dated the day
of 2006,
of the East Wadi Araba Area Concession Agreement in the Arab Republic
of Egypt
issued by Law No. 159 of 2002 is approved and accepted.
Egyptian
General Petroleum Corporation
Name:
Eng. Xxxxxxx Xxxxx Xxxxxxx
Title:
Chairman of the Board
Signature:
Date:
Arab
Republic Of Egypt Government
Name:
Eng. Xxxxx Xxxxx
Title:
Minister of Petroleum
Signature:
Date:
5
