Assignment and Assumption Agreement, dated April 30, 2012



 EXHIBIT 10.2 

EXECUTION COPY 

ASSIGNMENT AND ASSUMPTION AGREEMENT 
 This Assignment and Assumption Agreement (“Agreement”), dated as of April 30, 2012, is entered into by and among (w) CONSTELLATION OVERSEAS LTD., a company incorporated in the
British Virgin Islands (“Company Assignor”), (x) QGOG CONSTELLATION S.A., a company incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 40, avenue Monterey L - 2163 Luxembourg,
registered with the register of commerce and companies of Luxembourg (“RCS”) under registration number B163.424 (the “Company Assignee”), (y) CIPEF CONSTELLATION COINVESTMENT FUND, L.P., a limited partnership
organized under the laws of Delaware (“Original Capital 1”), CIPEF V CONSTELLATION HOLDING, L.P., a limited partnership organized under the laws of Delaware (“Original Capital 2” and, together with Original Capital
1, the “Investor Assignors”) and (z) CONSTELLATION COINVESTMENT S.à.r.l, a company organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 Rue Guillaume Kroll, L-I882 Luxembourg,
registered with the RCS under registration number B167.337 (“Capital 1”) and CONSTELLATION HOLDING S.à.r.l, a company organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 Rue Guillaume
Kroll, L-1882 Luxembourg, registered with the RCS under registration number B167.333 (“Capital 2” and, together with Capital 1, the “Investor Assignees”). 

WHEREAS, the Company Assignor and the Investor Assignors are party to a Registration Rights Agreement, dated June 15, 2010 (the
“Registration Rights Agreement”); 
 WHEREAS, the Company Assignor and Investor Assignors are willing to
transfer and assign to the Company Assignee and the Investor Assignees, and the Company Assignee and the Investor Assignees are willing to assume, subject to the terms and conditions set forth herein, all of their respective rights, obligations and
responsibilities, as applicable, arising from or in connection with the Registration Rights Agreement; 
 Now, therefore, in
consideration of the foregoing and of the representations, warranties, and covenants set forth herein, the parties agree as follows: 
  

	1.	Assignment 

  

	1.1	As of the date hereof, the Company Assignor hereby assigns and transfers to the Company Assignee, and the Company Assignee hereby accepts and assumes from the Company
Assignor, all of the Company Assignor’s rights, obligations and responsibilities under the Registration Rights Agreement. 

  

	1.2	As of the date hereof, the Investor Assignors hereby assign and transfer to the Investor Assignees, and the Investor Assignees hereby accept and assume from the
Investor Assignor, all of the Investor Assignors’ rights, obligations and responsibilities under the Registration Rights Agreement. 









	2.	Counterparts 

  

	2.1	This Agreement is executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Agreement.


  

	3.	Governing Law 

  

	3.1	All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, and all matters relating hereto, shall be governed
by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of New York. 


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the first date written above. 
  

					
	CONSTELLATION OVERSEAS LTD.
		
	By:	 	 /s/ Leduvy de Pina Gouvea Filho

		 	Name: Leduvy de Pina Gouvea Filho
		 	Title: Director and Chief Executive Officer
		
	By:	 	 /s/ Luis Alberto Andres

		 	Name: Luis Alberto Andres
		 	Title: Chief Operating Officer



  
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	CIPEF CONSTELLATION COINVESTMENT FUND, L.P.
		
	By:	 	 /s/ Nelson Lee

		 	Name: Nelson Lee
		 	Title: Authorized Signatory



  
 [Signature
Pages to Registration Rights Assignment and Assumption Agreement] 








 
			
	CIPEF V CONSTELLATION HOLDING, L.P.
		
	By:	 	 /s/ Nelson Lee

		 	Name: Nelson Lee
		 	Title: Authorized Signatory



  
 [Signature
Pages to Registration Rights Assignment and Assumption Agreement] 








 
			
	QGOG CONSTELLATION S.A.
		
	By:	 	 /s/ Onno Bouwmeister

		 	Name: Onno Bouwmeister
		 	Title: Authorized Signatory



  
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	CONSTELLATION COINVESTMENT S.à.r.l.,
	
	Manager A
	
	 CIPEF V Global Management, LLC

			
		 	 By:
	 	 /s/ Nelson Lee

		 		 	 Name: Nelson Lee

		 		 	 Title: Authorized Signatory

	
	Manager B
			
		 	 By:
	 	 /s/ Ingred Moinet

		 		 	 Name: Ingred Moinet

		 		 	 Title: Authorized Signatory




  
 [Signature
Pages to Registration Rights Assignment and Assumption Agreement] 








 
					
	CONSTELLATION HOLDINGS S.à.r.l.,
	
	Manager A
	
	CIPEF V Global Management, LLC
			
		 	By:	 	 /s/ Nelson Lee

		 		 	Name: Nelson Lee
		 		 	Title: Authorized Signatory
	
	Manager B
			
		 	By:	 	 /s/ Ingred Moinet

		 		 	Name: Ingred Moinet
		 		 	Title: Authorized Signatory



  
 [Signature
Pages to Registration Rights Assignment and Assumption Agreement]