COBALT INTERNATIONAL ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENT dated as of November 12, 2009, between COBALT INTERNATIONAL ENERGY, INC., (the Company) and Joseph H. Bryant, (Employee)Employment Agreement • November 27th, 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 Joseph H. Bryant (“Employee”) and, for the limited purpose of Article 2, Cobalt International Energy, L.P. (the “Partnership”).
SEVERANCE AGREEMENTSeverance Agreement • November 27th, 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 John P. Wilkirson (“Employee”) and, for the limited purpose of Article 2, Cobalt International Energy, L.P. (the “Partnership”).
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”).
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”).
TERMINATION AND RELEASE OF IRREVOCABLE CONTRACT GUARANTEETermination and Release of Irrevocable Contract Guarantee • November 27th, 2009 • 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 [•] [•], 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”).
IRREVOCABLE CONTRACT GUARANTEEIrrevocable Contract Guarantee • November 27th, 2009 • Cobalt International Energy, Inc. • Crude petroleum & natural gas
This Irrevocable Contract Guarantee (this “Guarantee”) is made in favor of ENSCO Offshore Company, a Delaware corporation (the “Contractor”), by each of the following entities: (a) (i) C/R Cobalt Investment Partnership, L.P. (“C/R CIP”); (ii) C/R Energy Coinvestment II, L.P. (“C/R ECII”); (iii) Riverstone Energy Coinvestment III, L.P. (“RECIII”); (iv) C/R Energy III Cobalt Partnership, L.P. (“CIR ECP”); (v) Carlyle/Riverstone Global Energy and Power Fund III, L.P. (C/R GEPF”); and (vi) Carlyle Energy Coinvestment III, L.P. (“CECIII”) and, together with C/R CIP, C/R ECII, RECIII, C/R ECP, and C/R GEPF, “Carlyle/Riverstone”); (b) (i) First Reserve Fund XI, L.P. (“FR XI”), (ii) FR XI Onshore AIV, L.P. (“FR Onshore” and, together with FR XI, “First Reserve”); (c) (i) GS Capital Partners VI Fund, L.P. (“GSCP VI Onshore”); (ii) GS Capital Partners VI Offshore Fund, L.P. (“GSCP VI Offshore”); (iii) GS Capital Partners V Fund, L.P. (“GSCP V Onshore”); and GS Capital Partners V Offshore Fund, L
