COBALT INTERNATIONAL ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
31,000,000 Shares COBALT INTERNATIONAL ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2011 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
Underwriters to meet requests of purchasers of the Shares under Rule 173 under the Act), is hereinafter referred to as the “Prospectus.”
COBALT INTERNATIONAL ENERGY, INC. as the Company and Wells Fargo Bank, National Association as TrusteeSenior Indenture • December 17th, 2012 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
SENIOR INDENTURE, dated as of December 17, 2012, between Cobalt International Energy, Inc., a Delaware corporation, as the Company, and Wells Fargo Bank, National Association, a national banking association, as Trustee.
COBALT INTERNATIONAL ENERGY, INC. as the Company and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • December 17th, 2012 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 17, 2012 between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.02), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking organization, as trustee (the “Trustee”, as more fully set forth in Section 1.02) supplementing the Senior Indenture dated as of December 17, 2012 between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
EMPLOYMENT AGREEMENT dated as of September 6, 2011, between COBALT INTERNATIONAL ENERGY, INC., (the Company) and Van P. Whitfield, (Employee)Employment Agreement • September 8th, 2011 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 6, 2011, is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and Van P. Whitfield (“Employee”).
RISK SERVICES AGREEMENT BETWEEN Sociedade Nacional de Combustíveis de Angola - Empresa Pública (Sonangol, E.P.) and CIE Angola Block 21 Ltd. and Sonangol Pesquisa e Produção, S.A. and Nazaki Oil and Gáz, S.A. and Alper Oil, Lda in theRisk Services Agreement • March 30th, 2010 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
Sociedade Nacional de Combustíveis de Angola - Empresa Pública (Sonangol, E.P.), hereinafter referred to as “Sonangol”, a company with headquarters in Luanda, Republic of Angola, created in accordance with Decree n°. 52/76, of 9 June 1976;
EXCHANGE AGREEMENTExchange Agreement • May 18th, 2017 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 18, 2017 by and among Cobalt International Energy, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto, and the holders, named in Schedule I hereto (the “Holders”), of the Company’s 3.125% Convertible Senior Notes due 2024 (the “2024 Notes”), which were issued under that certain Second Supplemental Indenture (the “2024 Notes Supplemental Indenture”), dated as of May 13, 2014, supplementing the Senior Indenture (the “Senior Indenture”), dated as of December 17, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SEVERANCE AGREEMENT dated as of April 1, 2010, between COBALT INTERNATIONAL ENERGY, INC., (the Company) and Michael D. Drennon (Employee)Severance Agreement • February 21st, 2012 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This SEVERANCE AGREEMENT (this “Agreement”) dated as of April 1, 2010, is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and Michael D. Drennon (“Employee”).
LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement IPO Award — Class C InterestsNon-Competition Agreement • October 30th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
You have been granted restricted stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Cobalt Energy International, Inc. 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.
EMPLOYMENT AGREEMENT dated as of November 3, 2014, between COBALT INTERNATIONAL ENERGY, INC., (the Company) and JAMES W. FARNSWORTH, (Employee)Employment Agreement • February 23rd, 2015 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 3, 2014 (“Effective Date”), is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and James W. Farnsworth, (“Employee”) (jointly referred to herein as the “Parties”).
50,000,000 Shares COBALT INTERNATIONAL ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2013 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
We have also participated in the preparation of the Company’s registration statement on Form S-3 (File No. 333- 171536) (including the documents incorporated by reference therein (the “Incorporated Documents”)) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”), relating to the registration of securities (the “Shelf Securities”) to be issued from time to time by the Company, the preliminary prospectus supplement dated May 7, 2013 relating to the Shares (the “Preliminary Prospectus Supplement”) and the prospectus supplement dated May 7, 2013 relating to the Shares (the “Prospectus Supplement”). To our knowledge, no stop order suspending the effectiveness of the registration statement has been issued. The registration statement became effective under the Act upon the filing of the registration statement with the Commission on January 4, 2011 pursuant to Rule 462(e). The registration stateme
DIABA LICENSE (G4-223) EXPLORATION AND PRODUCTION SHARING CONTRACT BETWEEN THE GABONESE REPUBLIC AND TOTAL GABONCobalt International Energy, Inc. • October 30th, 2009 • Crude petroleum & natural gas
The Gabonese State, represented by Mr. Richard Auguste ONOUVIET, Minister of Mines, Energy, Petroleum and Hydraulic Resources.
SPECIAL STANDBY RATE AND POTENTIAL SUSPENSION AGREEMENTRate and Potential Suspension Agreement • November 12th, 2010 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
This Special Standby Rate and Potential Suspension Agreement (the “Agreement”) is made and entered into as of November 9, 2010 (the “Effective Date”), by and between Cobalt International Energy, L.P. (“Operator”), a Delaware limited partnership and ENSCO Offshore Company (“Contractor”), a Delaware corporation. Operator and Contractor may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.
FORM OF] SEVERANCE AGREEMENTSeverance Agreement • October 30th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This SEVERANCE AGREEMENT (this “Agreement”) dated as of October 23, 2009, is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and [·] (“Employee”) and, for the limited purpose of Article 2, Cobalt International Energy, L.P. (the “Partnership”).
AMENDMENT NO. 2 To the Drilling Contract For The Rowan RelianceCobalt International Energy, Inc. • September 16th, 2016 • Crude petroleum & natural gas
COBALT INTERNATIONAL ENERGY, INC. LONG TERM INCENTIVE PLAN Special Restricted Stock Award AgreementRestricted Stock Award Agreement • February 22nd, 2016 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
You have been granted restricted stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the 2015 Cobalt International Energy, Inc. 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.
COBALT INTERNATIONAL ENERGY, INC.Stock Unit Award Agreement • March 14th, 2017 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
You have been granted an award of performance stock units (this “Award”) on the following terms and subject to the provisions of Attachment A and Attachment B and the Cobalt International Energy, Inc. 2015 Long Term Incentive Plan (the “Plan”). Unless defined in this Award Agreement (including Attachment A and Attachment B, 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.
ASSIGNMENT AGREEMENT Between TOTAL GABON and CIE GABON DIABA LTD. Block DIABA (G4-223), Offshore GabonAssignment Agreement • October 30th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
TOTAL GABON, a company incorporated under the laws of the Republic of Gabon, whose registered office is located at Boulevard Hourcq, BP 525, Port Gentil, République du Gabon, represented by Mr. Jean BIÉ in his capacity of General Manager (hereinafter referred to individually as “TOTAL GABON” or the “Assignor”), and
INTERNATIONAL DAYWORK DRILLING CONTRACT - OFFSHOREEscrow Agreement • November 12th, 2010 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
FORM OF] EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 23, 2009, is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and [·] (“Employee”) and, for the limited purpose of Article 2, Cobalt International Energy, L.P. (the “Partnership”).
LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement IPO Award — Class D InterestsAward Agreement • October 30th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
You have been granted restricted stock (this “Award”) on the following terms and subject to the provisions of Attachment A and the Cobalt Energy International, Inc. 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.
AMENDMENT NO. 1 [EMPLOYMENT][SEVERANCE] AGREEMENTCobalt International Energy, Inc. • November 12th, 2010 • Crude petroleum & natural gas • Delaware
In connection with the initial public offering (the “IPO”) of shares of common stock of Cobalt International Energy, Inc. (the “Company”), you entered into an [employment][severance] agreement with the Company dated as of [October 23, 2009](1) (the “[Employment][Severance] Agreement”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among COBALT INTERNATIONAL ENERGY, INC. and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of February 21, 2013Stockholders Agreement • February 26th, 2013 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
REORGANIZATION AGREEMENT dated as of December 8, 2009 among COBALT INTERNATIONAL ENERGY, L.P., COBALT INTERNATIONAL ENERGY, INC., COBALT MERGERSUB, INC. and THE OTHER PARTIES SIGNATORY HERETOSeverance Agreement • March 30th, 2010 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 23, 2009, is made by and between COBALT INTERNATIONAL ENERGY, INC., a Delaware corporation (the “Company”), and [·] (“Employee”) and, for the limited purpose of Article 2, Cobalt International Energy, L.P. (the “Partnership”).
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COBALT INTERNATIONAL ENERGY, L.P. A Delaware limited partnership Dated as of , 2009Cobalt International Energy, Inc. • November 27th, 2009 • Crude petroleum & natural gas • Delaware
This Fifth Amended and Restated Agreement of Limited Partnership (this “Agreement”) of Cobalt International Energy, L.P. (the “Partnership”) is entered into by and among CIP GP Corp., a Delaware corporation, as the sole general partner (the “General Partner”), Cobalt International Energy, Inc., a Delaware corporation (“Newco”), and [name of each domestic blocker corporation] (each of Newco and each domestic blocker corporation, a “Limited Partner” and collectively, the “Limited Partners”).
COBALT INTERNATIONAL ENERGY, INC. LONG TERM INCENTIVE PLAN Restricted Stock Unit (“RSU”) Award AgreementAward Agreement • March 1st, 2011 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
You have been granted an RSU (this “Award”) on the following terms and subject to the provisions of Attachment A and the Cobalt International Energy, Inc. 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.
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • June 21st, 2010 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (the “Agreement”) is entered into by and between Cobalt International Energy, Inc., a Delaware corporation (the “Company”), and Rodney L. Gray (“Executive”) (the Company and Executive are referred to individually as a “Party” and collectively as the “Parties”).
GULF OF MEXICO PROGRAM MANAGEMENT AND AMI AGREEMENT by and between COBALT INTERNATIONAL ENERGY, L.P., a Delaware Limited Partnership and TOTAL E&P USA, INC., a Delaware corporationManagement and Ami Agreement • October 9th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This Gulf of Mexico Program Management and AMI Agreement (the “Agreement”) is entered into by and between Cobalt International Energy, L.P., a Delaware limited partnership (“Cobalt”), and TOTAL E&P USA, INC., a Delaware corporation (“Total”) on 6th April, 2009 (the “Effective Date”). Cobalt and Total are each referred to in this Agreement individually as a “Party” and, together, as the “Parties.”
COBALT INTERNATIONAL ENERGY, INC. LONG TERM INCENTIVE PLAN Non-Qualified Stock Option Award AgreementQualified Stock Option Award Agreement • March 1st, 2011 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
You have been granted an option (the “Option”) to purchase shares of Cobalt International Energy, Inc. (this “Award”) on the following terms and subject to the provisions of Attachment A and the Cobalt International Energy, Inc. 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.
52,000,000 Shares COBALT INTERNATIONAL ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2012 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
We have acted as special counsel for Cobalt International Energy, Inc., a Delaware corporation (the “Company”), in connection with the Underwriting Agreement dated February [23], 2012 (the “Underwriting Agreement”) with you and the other several Underwriters named in Schedule B thereto and the selling stockholders named in Schedule A-1 and A-2 thereto (the “Selling Stockholders”), under which you and such other Underwriters have severally agreed to purchase from the Company and the Selling Stockholders an aggregate of [·] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company, of which [·] shares are to be issued and sold by the Company and [·] shares are to be sold by the Selling Stockholders. [The Shares include [·] shares of common stock, par value $0.01 per share, purchased pursuant to the option provided for by the Underwriting Agreement.]
TERMINATION AND RELEASE OF IRREVOCABLE CONTRACT GUARANTEETermination and Release of Irrevocable Contract Guarantee • March 30th, 2010 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
THIS TERMINATION AND RELEASE OF IRREVOCABLE CONTRACT GUARANTEE (this “Release”) is made and entered into as of December 9, 2009, by and among C/R Cobalt Investment Partnership, L.P., C/R Energy Coinvestment II, L.P., Riverstone Energy Coinvestment III, L.P., C/R Energy III Cobalt Partnership, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P., Carlyle Energy Coinvestment III, L.P., First Reserve Fund XI, L.P., FR XI Onshore AIV, L.P., GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., KERN Energy Partners I LP, KERN Energy Partners I U.S., LP, KERN Energy Partners II LP, KERN Energy Partners II U.S., LP, Caisse de Dépôt et Placement du Québec, and The Board of Trustees of the Leland Stanford Junior University (each a “Guarantor” and collectively, the “Guarantors”) and ENSCO Offshore Company, a Delaware corporation (the “Contractor”).
Van P. Whitfield Cobalt International Energy, Inc. Cobalt CenterCobalt International Energy, Inc. • February 23rd, 2015 • Crude petroleum & natural gas
COBALT INTERNATIONAL ENERGY, INC. LONG TERM INCENTIVE PLAN Restricted Stock Unit Award Agreement [Year] GrantRestricted Stock Unit Award Agreement • February 23rd, 2015 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
You have been granted an award of restricted stock units (this “Award”) on the following terms and subject to the provisions of Attachment A and the Cobalt International Energy, Inc. 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.
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • November 3rd, 2015 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (the “Agreement”) is entered into by and between Cobalt International Energy, Inc., a Delaware corporation (the “Company”), and John P. Wilkirson (“Executive”) (the Company and Executive are referred to individually as a “Party” and collectively as the “Parties”).
COBALT INTERNATIONAL ENERGY, INC. 3.125% Convertible Senior Notes due 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2014 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued, provided that we express no opinion as to the (w) enforceability of any waiver of rights under any usury or stay law, (x) validity, legally binding effect or enforceability of any provision in the Securities that requires or relates to adjustments to the conversion rate at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture and (y) validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.
