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.]
