Standard Contracts
COBALT INTERNATIONAL ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
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 TrusteeFirst Supplemental 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”).
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.”
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;
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”).
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”).
AMENDMENT NO. 2 To the Drilling Contract For The Rowan RelianceDrilling Contract • September 16th, 2016 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
COBALT INTERNATIONAL ENERGY, INC. LONG TERM INCENTIVE PLAN Special Restricted Stock Award AgreementSpecial Restricted 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.
LONG TERM INCENTIVE PLAN Restricted Stock Award Agreement IPO Award — Class C InterestsRestricted Stock Award 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”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • December 7th, 2016 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
THIS PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2016 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 (i) 2.625% Convertible Senior Notes due 2019 (the “2019 Notes”), which were issued under that certain First Supplemental Indenture (the “2019 Notes Supplemental Indenture”), dated as of December 17, 2012, 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”) and (ii) 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.
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
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 3rd, 2015 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
NOW THEREFORE, in consideration of the premises and mutual covenants and agreements and obligations set out below and to be performed, the Parties agree as follows:
COBALT INTERNATIONAL ENERGY, INC. LONG TERM INCENTIVE PLAN Special Non- Qualified Stock Option Award AgreementSpecial Non-Qualified Stock Option Award Agreement • February 22nd, 2016 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Texas
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 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.
DIABA LICENSE (G4-223) EXPLORATION AND PRODUCTION SHARING CONTRACT BETWEEN THE GABONESE REPUBLIC AND TOTAL GABONExploration and Production Sharing Contract • October 30th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
The Gabonese State, represented by Mr. Richard Auguste ONOUVIET, Minister of Mines, Energy, Petroleum and Hydraulic Resources.
DATED 13 February 2009 (1) WHITTON PETROLEUM SERVICES LIMITED and (2) CIE ANGOLA BLOCK 9 LIMITED CIE ANGOLA BLOCK 20 LIMITED CIE ANGOLA BLOCK 21 LIMITED and (3) COBALT INTERNATIONAL ENERGY L.P. RESTATEMENT AGREEMENT RELATING TO OVERRIDING ROYALTY...Restatement Agreement • November 3rd, 2015 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • England and Wales
DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • Delaware
Indemnification Agreement (this “Agreement”), dated as of , 2009 between Cobalt International Energy, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SPECIAL STANDBY RATE AND POTENTIAL SUSPENSION AGREEMENTSpecial Standby Rate 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”).
COBALT INTERNATIONAL ENERGY, INC.Performance 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 - OFFSHOREInternational Daywork Drilling Contract • 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 InterestsRestricted Stock Award 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] AGREEMENTEmployment Agreement • November 12th, 2010 • Cobalt International Energy, Inc. • 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 HERETOReorganization 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 , 2009Limited Partnership Agreement • November 27th, 2009 • Cobalt International Energy, Inc. • 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 AgreementRestricted Stock Unit Award 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 • 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 corporationGulf of Mexico Program Management 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 AgreementNon-Qualified 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.]
