Exhibit 4.2


 


 


REORGANIZATION
AGREEMENT





dated as of





                        ,
2009





among





COBALT INTERNATIONAL ENERGY, L.P.,





COBALT INTERNATIONAL ENERGY, INC.,





[COBALT MERGER SUBSIDIARY]





and





THE OTHER PARTIES SIGNATORY HERETO


 

















 


TABLE OF
CONTENTS


 


	
   

  	
  PAGE

  
	
   

  
	
  ARTICLE 1

  
	
  DEFINITIONS

  
	
   

  
	
  Section 1.01.
  Definitions

  	
  1

  
	
  Section 1.02.
  Other Definitional and Interpretative Provisions

  	
  3

  
	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
  PRE-IPO GRANT OF
  CLASS C AND D INTERESTS

  	
   

  
	
   

  	
   

  
	
  Section 2.01.
  Outstanding Class B and C Interests

  	
  3

  
	
  Section 2.02.
  Class C and D Interests to be Granted in Connection with IPO

  	
  4

  
	
  Section 2.03.
  Grant of Class C and D Interests

  	
  4

  
	
   

  	
   

  
	
  ARTICLE 3

  
	
  THE CORPORATE
  REORGANIZATION

  
	
   

  	
   

  
	
  Section 3.01.
  The Contribution

  	
  5

  
	
  Section 3.02. The
  Exchange

  	
  5

  
	
  Section 3.03.
  The Merger

  	
  6

  
	
  Section 3.04.
  Newco Charter and Bylaws

  	
  7

  
	
  Section 3.05.
  Termination of Rig Guarantees

  	
  7

  
	
  Section 3.06.
  PEP, L.P.

  	
  8

  
	
  Section 3.07. Newco
  LTIP

  	
  8

  
	
  Section 3.08. Other
  Agreements

  	
  8

  
	
  Section 3.09. Post-IPO
  Exchanges

  	
  8

  
	
  Section 3.10. Tax
  Withholdings

  	
  9

  
	
   

  	
   

  
	
  ARTICLE 4

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  	
   

  
	
  Section 4.01.
  Existence and Power

  	
  9

  
	
  Section 4.02.
  Binding Agreement

  	
  9

  
	
  Section 4.03.
  Governmental Authorization

  	
  9

  
	
  Section 4.04.
  Non-contravention

  	
  10

  
	
  Section 4.05. Additional
  Representations and Warranties

  	
  10

  
	
   

  	
   

  
	
  ARTICLE 5

  
	
  COVENANTS

  
	
   

  	
   

  
	
  Section 5.01.
  Reasonable Best Efforts

  	
  11

  
	
  Section 5.02.
  Public Announcements

  	
  12

  
	
  Section 5.03.
  Further Assurances

  	
  12

  
	
  Section 5.04. Intended
  Tax Treatment

  	
  12

  



 

















 


	
  ARTICLE 6

  
	
  CONDITIONS TO
  THE MERGER; TERMINATION

  
	
   

  	
   

  
	
  Section 6.01.
  Conditions to the Obligations of Each Party

  	
  13

  
	
  Section 6.02.
  Termination

  	
  13

  
	
  Section 6.03.
  Effect of Termination

  	
  13

  
	
   

  	
   

  
	
  ARTICLE 7

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 7.01.
  Notices

  	
  13

  
	
  Section 7.02.
  Amendments and Waivers

  	
  14

  
	
  Section 7.03.
  Binding Effect; Benefit; Assignment

  	
  15

  
	
  Section 7.04.
  Governing Law

  	
  15

  
	
  Section 7.05.
  Jurisdiction

  	
  15

  
	
  Section 7.06.
  WAIVER OF JURY TRIAL

  	
  15

  
	
  Section 7.07.
  Counterparts; Effectiveness

  	
  16

  
	
  Section 7.08.
  Entire Agreement

  	
  16

  
	
  Section 7.09.
  Severability

  	
  16

  
	
  Section 7.10.
  Specific Performance

  	
  16

  
	
  Section 7.11. Expenses

  	
  16

  
	
   

  	
   

  
	
  Schedules and Exhibits

  	
   

  
	
   

  	
   

  
	
  Schedule 2.03 Pre-IPO Grants and Locked Shares

  	
   

  
	
  Schedule 3.01 Pre-IPO Capital Contribution

  	
   

  
	
  Schedule 3.02 Pre-IPO Exchange

  	
   

  
	
  Schedule 3.03 Example Calculation of IPO Waterfall

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Forms of Restricted Stock Award Agreements and
  Deferred Compensation Plan

  	
   

  
	
  Exhibit B

  	
  Partnership Agreement

  	
   

  
	
  Exhibit C

  	
  Certificate of Incorporation and Bylaws

  	
   

  
	
  Exhibit D

  	
  Guarantee Release Agreement

  	
   

  
	
  Exhibit E

  	
  Long Term Incentive Plan

  	
   

  
	
  Exhibit F

  	
  Forms of Employment, Severance and Lock up
  Agreements

  	
   

  
	
  Exhibit G

  	
  Stockholders Agreement

  	
   

  
	
  Exhibit H

  	
  Registration Rights Agreement

  	
   

  
	
  Exhibit I

  	
  Directors’ Indemnification Agreement

  	
   

  
	
  Exhibit J

  	
  Contribution Agreement

  	
   

  
				



 


ii

















 


REORGANIZATION AGREEMENT


 


REORGANIZATION AGREEMENT (this “Agreement”) dated as of
                        ,
2009(1) among Cobalt International Energy, L.P., a Delaware limited
partnership (the “Partnership”),
Cobalt International Energy, Inc., a Delaware corporation and wholly-owned
subsidiary of the Partnership (“Newco”),
[Cobalt Merger Subsidiary], a Delaware corporation and wholly-owned subsidiary
of Newco (“Merger Subsidiary”),
and the other parties signatory hereto.


 


W I T N E S S E T H :


 


WHEREAS, the parties hereto intend that (i) the
exchange contemplated by Section 3.02, (ii) the receipt of Newco
common stock pursuant to the merger contemplated by Section 3.03 (other
than restricted shares as to which an election under Section 83(b) of
the Code will not be made) and (iii) the issuance of Newco common stock in
the IPO shall be treated as exchanges qualifying under Section 351 of the
Code;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01.  Definitions. 
(a) As used herein, the following terms have the
following meanings:


 


“affiliate”
means, with respect to any person, any other person directly or indirectly
controlling, controlled by or under common control with such person.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Delaware Law”
means the General Corporation Law of the State of Delaware and/or the Delaware
Revised Uniform Limited Partnership Act, as applicable.


 


“Governmental
Authority” means any government, court, tribunal, regulatory or
administrative agency, commission or authority or other governmental
instrumentality, whether domestic or foreign, federal, state or local,
multinational or supranational.


 






(1) This agreement will be executed prior
to printing the preliminary prospectus and the beginning of the road show.


 


[Pursuant to the Partnership Agreement, this
Agreement will require the approval of the Investor Majority, the Board of
Directors and the Executive Board.]


 

















 


“IPO” means the underwritten public offering of shares of
Newco common stock pursuant to Registration Statement No. 333-161734 on Form S-1
filed with the Securities and Exchange Commission.


 


“Law” means all laws (including common and civil law),
statutes, ordinances, codes, rules and regulations of any Governmental
Authority.


 


“Lien”
means, with respect to any property or asset, any mortgage, lien, pledge,
charge, security interest, encumbrance or other adverse claim of any kind in
respect of such property or asset.


 


“Partnership
Agreement” means the Fourth Amended and Restated Agreement of
Limited Partnership of Cobalt International Energy, L.P. dated as of February 6,
2009.


 


“person” means an individual,
corporation, partnership, limited liability company, association, trust or
other entity or organization, including a Governmental Authority.


 


“subsidiary” means, with respect to
any person, (i) any entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are directly or
indirectly owned by such person and (ii) any entity that does not have a
board of directors or other persons performing similar functions in which such
person owns directly or indirectly general partnership interests, management
rights or other interests that permit such person to control such entity.


 


(b)        Each of the following terms is defined in the Section set
forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Class D
  Interests

  	
   

  	
  2.02

  
	
  Contribution

  	
   

  	
  3.01

  
	
  Effective
  Time

  	
   

  	
  3.03

  
	
  Exchange

  	
   

  	
  3.02

  
	
  Guarantee
  Release Agreement

  	
   

  	
  3.05

  
	
  LTIP

  	
   

  	
  3.07

  
	
  Merger

  	
   

  	
  3.03

  
	
  Merger
  Subsidiary

  	
   

  	
  Preamble

  
	
  Newco

  	
   

  	
  Preamble

  
	
  Partnership

  	
   

  	
  Preamble

  
	
  Public
  Offering Price

  	
   

  	
  3.02

  
	
  Special
  Purpose Holdco

  	
   

  	
  3.02

  
	
  Surviving
  Entity

  	
   

  	
  3.03

  



 


2

















 


(c)        Capitalized terms defined in the Partnership Agreement and
used but not otherwise defined herein are used as therein defined.


 


Section 1.02.  Other Definitional and
Interpretative Provisions.  The
words “hereof”, “herein” and “hereunder” and words of like import used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.  The
captions herein are included for convenience of reference only and shall be ignored
in the construction or interpretation hereof. 
References to Articles, Sections, Exhibits and Schedules are to
Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise
specified.  All Exhibits and Schedules
annexed hereto or referred to herein are hereby incorporated in and made a part
of this Agreement as if set forth in full herein.  All terms defined in this Agreement and used
but not otherwise defined in any Exhibit or Schedule or any other document
made or delivered pursuant hereto shall have the meaning as defined in this
Agreement.  Any singular term in this
Agreement shall be deemed to include the plural, and any plural term the
singular.  Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation”, whether or not they are in fact
followed by those words or words of like import.  “Writing”, “written” and comparable terms
refer to printing, typing and other means of reproducing words (including
electronic media) in a visible form. 
References to any statute shall be deemed to refer to such statute as
amended from time to time and to any rules or regulations promulgated
thereunder.  References to any agreement
or contract are to that agreement or contract as amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof;
provided that with respect to any
agreement or contract listed on any schedules hereto, all such amendments,
modifications or supplements must also be listed in the appropriate
schedule.  References to any person
include the successors and permitted assigns of that person.


 


ARTICLE 2

PRE-IPO GRANT OF CLASS C AND D INTERESTS


 


Section 2.01.  Outstanding Class B and C
Interests.  All of the Class B
Interests consisting of 100,000 Class B Units and 25% of the Class C
Interests consisting of 25,000 of the 100,000 Class C Units (after giving
effect to a split of each existing Unit into 100 Units effective as of the date
hereof) have been granted prior to the date hereof.  All shares or restricted shares issued with
respect to such Partnership Interests in the Merger that are vested at the
Effective Time or become vested at any time thereafter will not, from and after
the date of vesting, be subject to forfeiture (including in the case of a
termination by Newco for cause).  All
such Partnership Interests that are unvested as of the Effective Time will, as
of the Effective Time, be modified so that the terms and conditions to be
applicable to the restricted shares to be issued with respect to such
Partnership 


 


3

















 


Interests in the Merger will be as set forth
on Exhibit A-1 in the case of the Class B Interests and Exhibit A-2
in the case of the Class C Interests.


 


Section 2.02.  Class C and D Interests
to be Granted in Connection with IPO.  The
Partnership Agreement is hereby amended


 


(a)        to amend the terms and conditions of the Class C
Interests that have not been granted prior to the date hereof so that the terms
and conditions to be applicable to the restricted shares to be issued with
respect to such Partnership Interests in the Merger will be as set forth on Exhibit A-2,


 


(b)        to create a new class of limited partnership interests (the “Class D Interests”), which shall be subject to the same
terms and conditions as the Class C Interests as set forth in the
Partnership Agreement as in effect immediately prior to the date hereof, except
that


 


(i)    the
total number of Class D Units shall be 100,000;


 


(ii)   the
term “Tier 3 Promote Fraction” as used with respect to the Class D
Interests shall mean a fraction, the numerator of which is the aggregate amount
of the “Total Capital Call” as set forth on Schedule II, and the
denominator of which is the aggregate Capital Contributions;


 


(iii)  the
definition of “Tier 4 Promote Fraction” shall be revised to read as
follows:  “Tier 4 Promote Fraction” means
a fraction, the numerator of which is the amount by which the aggregate Capital
Contributions exceed the sum of (a) $1,021,171,276.85 plus (b) all
amounts contributed to the Partnership pursuant to the Equity Commitment Letter
plus (c) the aggregate amount of the “Total Capital Call” as set forth on Schedule
II of the Reorganization Agreement, and the denominator of which is the
aggregate Capital Contributions; and


 


(iv)  the
terms and conditions to be applicable to the restricted shares to be issued
with respect to such Partnership Interests in the Merger will be as set forth
on Exhibit A-3.


 


(c)        to provide that all restricted shares issued with respect to Class C
or D Interests in the Merger that become vested at any time after the Effective
Time will not, from and after the date of vesting, be subject to forfeiture
(including in the case of a termination by Newco for cause).


 


Section 2.03.  Grant of Class C and D
Interests.  (a) The Class C
Interests that have not been granted prior to the date hereof (or 75,000 Class C
Units) and [    ]%(2) of the Class D Interests
(or [      ] Class D Units) will be granted
by the 


 






(2) This percentage
will be determined when the number of Class D units to be issued pre-IPO
has been resolved.


 


4

















 


Partnership immediately prior to the
Effective Time to the individuals listed on Schedule 2.03 in the
amounts set forth opposite the name of each such individual.  The grants will be deemed made immediately
prior to the Effective Time without any further action on the part of any
person.


 


(b)        Each of the individuals listed on Schedule 2.03
has entered into an agreement restricting the right to transfer or otherwise
sell the shares of Newco common stock issued to such individual upon conversion
of the Class A and B or C Interests pursuant to the Merger for such period
and, in the case of the shares issued upon conversion of the Class B or C
Interests, in such amount as is set forth opposite such individual’s name on
such schedule.


 


ARTICLE 3

THE CORPORATE REORGANIZATION


 


Section 3.01.  The Contribution.  Immediately prior to the Exchange, (a) each
Class A Limited Partner shall make a Capital Contribution, pursuant to Section 4.2(e) of
the Partnership Agreement, to the Partnership in the amount set forth opposite
the name of such partner in the “Total Capital Call” column on Schedule 3.01
(such amounts will be paid in cash except for the amounts set forth in the
“Deferred” column which have previously been deducted from the individual’s
compensation pursuant to the Partnership’s deferred compensation plan and will
be treated for all purposes of the Partnership Agreement as part of the
individual’s Capital Contribution pursuant to this Section and deducted
from the individual’s deferred compensation account as provided in Schedule
3.01), and (b) the Class A Limited Partners that hold the shares of
CIP GP Corp., a Delaware corporation and the general partner of the
Partnership, shall transfer all of such shares to Newco for no consideration
(collectively, the “Contribution”).


 


Section 3.02.  The Exchange.  Immediately after the Contribution and prior
to the Effective Time, each person listed on Schedule 3.02 will
transfer or cause to be transferred to Newco the Class A Interests set
forth opposite its name on such schedule or all of the equity or other
ownership interests in each Special Purpose Holdco that holds Class A
Interests as set forth opposite its name on such schedule so that Newco will
become the owner directly or indirectly of all such Class A Interests; provided that only entities that are signatories to this
Agreement may directly transfer Class A Interests or ownership interests
in Special Purpose Holdcos to Newco.  The
Class A Interests transferred directly or indirectly to Newco will be
exchanged (the “Exchange”) for the number of
shares of Newco common stock (rounded to the nearest whole share) that such Class A
Interests would be converted into in connection with a Qualified Public
Offering as provided in Section 8.14 of the Partnership Agreement based on
the price to public (the “Public Offering Price”)
as set forth on the cover page of the final prospectus in connection with
the IPO.  The transfer to Newco will be
made pursuant to a Contribution Agreement substantially in the form set forth
on 


 


5

















 


Exhibit J.  For purposes of this Agreement, “Special Purpose Holdco” means an entity the sole assets of
which are Class A Interests (or in the case of Section 3.09, Newco
common stock) held directly by such entity or indirectly by a wholly-owned
subsidiary of such entity.


 


Section 3.03.  The Merger.  (a) Immediately after the
Exchange and simultaneously with the closing of the IPO, Merger Subsidiary
shall merge (the “Merger”) with
and into the Partnership in accordance with Delaware Law, whereupon the
separate existence of Merger Subsidiary shall cease, and the Partnership shall
be the surviving entity (the “Surviving
Entity”).  The Merger shall
become effective at such time (the “Effective
Time”) as the certificate of merger is duly filed with the Delaware
Secretary of State or at such later time as is specified in such certificate,
which shall be done so that the Effective Time shall be simultaneous with the
closing of the IPO.  From and after the
Effective Time, the Surviving Entity shall possess all the rights, powers,
privileges and franchises and be subject to all of the obligations,
liabilities, restrictions and disabilities of the Partnership and Merger
Subsidiary, all as provided under Delaware Law.


 


(b)        At the Effective Time:


 


(i)            Except
as otherwise provided in (ii) below, each Class A, B, C and D
Interest outstanding at the Effective Time shall be converted into the right to
receive the number of shares of Newco common stock (rounded to the nearest
whole share) that such Partnership Interests would be converted into in
connection with a Qualified Public Offering as provided in Section 8.14 of
the Partnership Agreement based on the Public Offering Price (an example
calculation of the shares to be issued in connection with Section 3.02 and
this Section 3.03 is included herein as Schedule 3.03 for
illustrative purposes); provided that


 


(x)            the holders of Class D
Interests shall be entitled to receive [    ](3)% of the
number of shares otherwise attributable to the Class D Interests as
provided above, and the remaining shares attributable to the Class D
Interests shall not be issued and shall be reserved for issuance under the
LTIP;


 


(y)           the shares issuable upon conversion
of unvested Class B, C and D Interests shall (i), to the extent unvested
as of the Effective Time, be restricted shares issued pursuant to awards under
the LTIP, subject to the terms set forth on Exhibits A-1 through A-3 and (ii) shall
be subject to the terms of any applicable employment agreement, severance
agreement or lock up agreement in the forms 


 






(3) To
be inserted per footnote 2.


 


6

















 


set
forth on Exhibits F-1 through F-3 as provided in Schedule 2.03;
and


 


(z)            the shares otherwise issuable upon
conversion of Class A Interests attributable to the amounts set forth on Schedule
3.01 under the “Deferred” column that are treated as part of the
individual’s Capital Contribution pursuant to Section 3.01 shall be issued
pursuant to the terms of the Deferred Compensation Plan set forth on Exhibit A-4.


 


As
of the Effective Time, all such Partnership Interests shall no longer be
outstanding, shall automatically be canceled and retired, shall cease to exist
and shall thereafter represent only the right to receive the shares as provided
above.


 


(ii)           Each
Class A Interest owned directly or indirectly by Newco at the Effective
Time after giving effect to the transactions contemplated by Section 3.02
shall be canceled and converted into new limited partnership interests in the
Surviving Entity.  Each such new limited
partnership interest shall represent the same economic ownership interest in
the Surviving Entity as the corresponding canceled Class A Interests
represented in the Partnership immediately prior to the Effective Time.


 


(iii)          Each
share of Merger Subsidiary common stock outstanding at the Effective Time shall
be canceled and converted into new limited partnership interests in the
Surviving Entity.  Such new limited
partnership interests shall represent the same economic ownership interest in the
Surviving Entity as the partnership interests canceled pursuant to (i) above
represented in the Partnership immediately prior to the Effective Time.


 


(iv)          Each
share of stock of Newco outstanding at the Effective Time (other than the
shares of Newco common stock issued pursuant to Section 3.02 or 3.03)
shall be canceled, and no consideration shall be paid with respect thereto.


 


(c)   At the Effective Time, the Partnership Agreement shall be amended
and restated in its entirety as set forth on Exhibit B.


 


Section 3.04.  Newco Charter and Bylaws.
 Prior to the closing of the IPO, the
certificate of incorporation and bylaws of Newco shall be amended and restated
in their entirety as set forth on Exhibits C-1 and C-2.


 


Section 3.05.  Termination of Rig Guarantees.  The Guarantee
Release Agreement between ENSCO Offshore Company and the Class A Limited
Partners (or their respective affiliates) (the “Guarantee
Release Agreement”) in the form


 


7














 


set forth on Exhibit D, which
provides for the unconditional release, effective simultaneously with the
closing of the IPO, of the obligations of the guarantors pursuant to the
Irrevocable Contract Guarantee dated as of May 5, 2008 shall be executed
and delivered simultaneously with the closing of the IPO.  Simultaneously with and conditional on the
closing of the IPO and the effectiveness of the Guarantee Release Agreement,
the Equity Commitment Letter dated as of December 12, 2008 between the Class A
Limited Partners and the Partnership shall be automatically terminated and be
of no further force or effect.


 


Section 3.06.  PEP, L.P.  Promptly after the closing of the
IPO, the shares or restricted shares of Newco common stock issued in connection
with the conversion of the Class B Interests held by PEP, L.P. shall be
distributed to the individuals holding limited partnership interests in PEP, L.P.,
and PEP, L.P. shall be terminated.


 


Section 3.07.  Newco LTIP.  The Long Term Incentive Plan of Newco (the “LTIP”) in the form set forth on Exhibit E has
been duly adopted and approved by the directors and stockholders of Newco.


 


Section 3.08.  Other Agreements.  Prior to and conditional upon the closing of the
IPO, Newco shall enter into


 


(a)                                  an employment agreement substantially
in the form set forth on Exhibit F-1, severance agreement substantially
in the form set forth on Exhibit F-2 or lock up letter agreement
substantially in the form set forth on Exhibit F-3, with each of
the individuals listed on Schedule 2.03 as set forth opposite the name
of such individual;


 


(b)                                 a stockholders agreement
substantially in the form set forth on Exhibit G with certain
former Class A Limited Partners;


 


(c)                                  a registration rights
agreement substantially in the form set forth on Exhibit H with the
former Class A Limited Partners and/or certain affiliates of such persons;
and


 


(d)                                 an indemnification agreement
substantially in the form set forth on Exhibit I with each of the
individuals who will be directors of Newco immediately after the closing of the
IPO.


 


Section 3.09.  Post-IPO Exchanges.  Each person that is a signatory or an
affiliate of a signatory to this Agreement and owns a Special Purpose Holdco
that holds Newco common stock received in the Exchange may, upon 10 business days
written notice to the Company, transfer to Newco at any time after the
Effective Time all of the equity or other ownerships interests in such Special
Purpose Holdco in exchange for the number of shares of Newco common stock held
by such Special Purpose Holdco at such time, provided
that (i) Newco reasonably determines that such transfer will not have a
more than de minimis


 


8

















 


adverse effect on Newco and its subsidiaries
(taking into account the likelihood of any circumstances that may give rise to
such adverse effect and any indemnities or other similar agreements provided by
the transferor or an affiliate) and (ii) at the time of such transfer,
such transferor or an affiliate enters into agreements with Newco that are
reasonably satisfactory to Newco, including making representations
substantially to the effect set forth in Article 4 of this Agreement at
the time of such transfer.  Newco shall
be entitled to withhold from the shares of Newco common stock that it is
required to deliver pursuant to this Section 3.09 such number of shares as
it is required to deduct and withhold with respect thereto under any provision
of federal, state or foreign tax law.  In
the event that Newco intends to withhold any shares under this Section 3.09,
it shall notify the transferor as promptly as practicable after making such
determination.  If Newco so withholds any
shares, such shares shall be treated for purposes of this Section 3.09 as
having been delivered to the person in respect of which such deduction and
withholding were made.


 


Section 3.10.  Tax Withholdings.  Notwithstanding any provision contained
herein to the contrary, each of the Surviving Entity and Newco shall be
entitled to deduct and withhold from the consideration otherwise payable to any
person pursuant to Section 3.02 or 3.03 such amounts as it is required to
deduct and withhold with respect thereto under any provision of federal, state,
local or foreign tax law; provided that, if the Surviving Entity or
Newco, as the case may be, intends to withhold an amount under this Section 3.10,
it shall notify the applicable person as promptly as practicable after making
such determination.  If the Surviving
Entity or Newco, as the case may be, so withholds amounts, such amounts shall
be treated for all purposes of this Agreement as having been paid to the person
in respect of which such deduction and withholding was made.


 


ARTICLE
4


REPRESENTATIONS
AND WARRANTIES


 


Each of the parties signatory hereto represents and
warrants that:


 


Section 4.01.  Existence and Power.  If such party is not an
individual, such party is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization and has all requisite powers
and all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted.


 


Section 4.02.  Binding Agreement.  This Agreement has been duly
executed and delivered and constitutes a valid and binding agreement of such
party.


 


Section 4.03.  Governmental
Authorization.  The execution,
delivery and performance by such party of this Agreement and the consummation
by such party of the transactions contemplated hereby require no action by or
in respect


 


9

















 


of, or filing with, any Governmental
Authority other than (i) the filing of a certificate of merger with
respect to the Merger with the Delaware Secretary of State, (ii) compliance
with any applicable requirements of the Securities Act of 1933 and any other
applicable state or federal securities laws and (iii) any actions or
filings the absence of which would not reasonably be expected to have,
individually or in the aggregate, a material adverse effect on such party.


 


Section 4.04.  Non-contravention.  The execution, delivery and
performance by such party of this Agreement and the consummation by such party of
the transactions contemplated hereby do not and will not (i) violate the organizational
documents of such party if such party is not an individual, (ii) assuming
compliance with the matters referred to in Section 4.03, violate any applicable
Law or any judgment, injunction, order or decree of any Governmental Authority with
competent jurisdiction, (iii) require any consent or other action by any person
under, constitute a default (or an event that, with or without notice or lapse
of time or both, would constitute a default) under, or cause or permit the
termination, cancellation, acceleration or other change of any right or
obligation or the loss of any benefit to which such party is entitled under any
provision of any agreement or other instrument binding upon such party or (iv) result
in the creation or imposition of any Lien on any asset of such party or any of
its subsidiaries, with only such exceptions, in the case of each of clauses (ii) through
(iv), as would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on such party.


 


Section 4.05.  Additional
Representations and Warranties. 
(a) Each person contributing Class A Interests directly to
Newco in the exchange contemplated by Section 3.02 represents and warrants
that:


 


(i)                                     Each such person has good
and valid title in and to the Class A Interests held by such person, free
and clear of all Liens; and


 


(ii)                                  Upon consummation of the exchange,
Newco will have acquired good and valid title in and to such Class A
Interests, free and clear of all Liens.


 


(b)                   Each person that indirectly owns Class A
Interests through a Special Purpose Holdco and is transferring all of the
equity or other ownership interests in one or more such Special Purpose Holdcos
to Newco pursuant to Section 3.02 represents and warrants that:


 


(i)                                     Each such Special Purpose
Holdco and each of its subsidiaries, if any, is duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of organization
and has all powers and all material governmental licenses, authorizations,
permits, consents and approvals required to carry on its business as now
conducted;


 


10

















 


(ii)                                  Other than pursuant to the
Partnership Agreement, the Equity Commitment Letter and the Rig Guarantee,
there are no liabilities with respect to any such Special Purpose Holdco or any
of its subsidiaries of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise, and there is no existing
condition, situation or set of circumstances which could reasonably be expected
to result in such a liability;


 


(iii)                               Such Special Purpose Holdco
has no assets other than Class A Interests directly held or the equity or
other ownership interests in one or more wholly-owned subsidiaries, which
subsidiaries have no assets other than Class A Interests;


 


(iv)                              Each such Special Purpose
Holdco is a domestic corporation for U.S. federal income tax purposes, and each
subsidiary thereof is a domestic wholly-owned entity that is disregarded for
U.S. federal income tax purposes;


 


(v)                                 Each such Special Purpose
Holdco that directly owns Class A Interests has good and valid title in
and to the Class A Interests held by such entity, free and clear of all
Liens;


 


(vi)                              With respect to each Special
Purpose Holdco that indirectly owns Class A Interests through one or more subsidiaries,
(i) such Special Purpose Holdco has good and valid title in and to all of
the equity or other ownership interests of such subsidiary or subsidiaries,
free and clear of all Liens and (ii) such subsidiary holding Class A
Interests has good and valid title in and to the Class A Interests held by
such entity, free and clear of all Liens; and


 


(vii)                           Upon consummation of the
exchange, Newco will have acquired good and valid title in and to all of the
outstanding equity or other ownership interests in any such Special Purpose
Holdco and its subsidiaries, if any, free and clear of all Liens.


 


ARTICLE
5


COVENANTS


 


The parties hereto agree that:


 


Section 5.01.  Reasonable Best Efforts.  Subject to the terms and
conditions of this Agreement, the parties hereto shall use their reasonable
best efforts to take, or cause to be taken, all actions and to do, or cause to
be done, all things necessary, proper or advisable under applicable Law to
consummate the transactions contemplated by this Agreement, including (i) preparing
and filing as promptly as practicable with any Governmental Authority or other
third party all 


 


11

















 


documentation to effect all necessary
filings, notices, petitions, statements, registrations, submissions of
information, applications and other documents and (ii) obtaining and
maintaining all approvals, consents, registrations, permits, authorizations and
other confirmations required to be obtained from any Governmental Authority or
other third party that are necessary, proper or advisable to consummate the
transactions contemplated by this Agreement.


 


Section 5.02.  Public Announcements.  The parties hereto shall consult
with each other before issuing any press release or making any other public
statement with respect to this Agreement or the transactions contemplated
hereby and, except in respect of any public statement or press release as may be
required by applicable Law or any listing agreement with or rule of any
national securities exchange or association, shall not issue any such press
release or make any such other public statement before such consultation.


 


Section 5.03.  Further Assurances.  At and after the Effective Time,
the officers and directors of the Surviving Entity shall be authorized to
execute and deliver, in the name and on behalf of the Partnership or Merger
Subsidiary, any deeds, bills of sale, assignments or assurances and to take and
do, in the name and on behalf of the Partnership or Merger Subsidiary, any
other actions and things to vest, perfect or confirm of record or otherwise in
the Surviving Entity any and all right, title and interest in, to and under any
of the rights, properties or assets of the Partnership acquired or to be
acquired by the Surviving Entity as a result of, or in connection with, the
Merger.


 


Section 5.04.  Intended Tax Treatment.  (a) Each party agrees that (i) the
exchange contemplated by Section 3.02, (ii) the receipt of shares of
Newco common stock pursuant to the Merger (other than restricted shares as to
which an election under Section 83(b) of the Code will not be made)
and (iii) the issuance of shares of Newco common stock in the IPO are
intended collectively to be treated as exchanges qualifying under Section 351
of the Code, and that it will not take any position on any tax return or other
action inconsistent with such intended treatment.


 


(a)                                  Newco agrees that it will
comply with the reporting requirements of Treasury Regulation Section 1.351-3(b) with
respect to the transactions described herein.


 


(b)                                 Newco and the Surviving
Entity each hereby acknowledge that a Class A Limited Partner or an
affiliate of such Class A Limited Partner may be required to make certain
tax filings with respect to Section 897 of the Code and related provisions
to receive nonrecognition treatment with respect to a transfer of Class A
Interests or an entity by such person to Newco pursuant to Section 3.02 or
3.09 of this Agreement, and each of Newco and the Surviving Entity agree to
reasonably cooperate with such person in the making of such tax filings.


 


12

















 


ARTICLE
6


CONDITIONS
TO THE MERGER; TERMINATION


 


Section 6.01.  Conditions to the Obligations
of Each Party.  The
obligations of the parties to consummate the transactions contemplated by Article 2
and Article 3 are subject to the satisfaction of the following conditions:


 


(a)                                  the closing of the IPO will
be completed simultaneously with the consummation of the transactions
contemplated by Article 2 and Article 3 that are to be consummated
simultaneously with the IPO; and


 


(b)                                 there is no applicable Law or
judgment, injunction, order or decree of any Governmental Authority with
competent jurisdiction prohibiting or otherwise making illegal the consummation
of the transactions contemplated hereby.


 


Section 6.02.  Termination.  This Agreement may be terminated
and the transactions contemplated hereby may be abandoned at any time prior to
the Effective Time by the Partnership with the approval of the Investor
Majority and Executive Board Approval and shall be terminated if the IPO is
abandoned or has not been closed within three months after the date hereof.


 


Section 6.03.  Effect of Termination.  If this Agreement is terminated
pursuant to Section 6.02, this Agreement shall become void and of no
effect without liability of any party (or any limited partner, stockholder,
director, officer, employee, agent, consultant or representative of such party)
to the other parties hereto.  The
provisions of this Section 6.03 and Sections 7.04, 7.05 and 7.06
shall survive any termination hereof pursuant to Section 6.02.


 


ARTICLE
7


MISCELLANEOUS


 


Section 7.01.  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission and electronic mail (“e-mail”) transmission, so long as a receipt
of such e-mail is requested and received) and shall be given,


 


if to the Partnership, Newco or Merger Subsidiary, to:


 


Cobalt International Energy,
L.P.


Two Post Oak Central


1980 Post Oak Blvd., Suite 1200


Houston, TX 77056


Attention: Joseph H. Bryant


Facsimile No.: (713) 579-9184


E-mail: joe.bryant@cobaltintl.com


 


13

















 


with a copy to:


 


	
  Davis
  Polk & Wardwell LLP

  
	
  450
  Lexington Avenue

  
	
  New
  York, New York 10017

  
	
  Attention:

  	
  Christopher
  Mayer

  
	
   

  	
  Richard
  D. Truesdell, Jr.

  
	
  Facsimile
  No.:

  	
  (212)
  701-5338

  
	
   

  	
  (212)
  701-5674

  
	
  E-mail:

  	
  chris.mayer@davispolk.com

  
	
   

  	
  richard.truesdell@davispolk.com

  



 


if to a Class A Limited Partner, to such address(es) as set forth
in the Partnership Agreement.


 


with a copy to:


 


	
  Fried,
  Frank, Harris, Shriver & Jacobson LLP

  
	
  One
  New York Plaza

  
	
  New
  York, New York 10004

  
	
  Attention:

  	
  Robert
  C. Schwenkel

  
	
   

  	
  Murray
  Goldfarb

  
	
  Facsimile
  No.:

  	
  (212)
  859-4000

  
	
  E-mail:

  	
  robert.schwenkel@friedfrank.com

  
	
   

  	
  murray.goldfarb@friedfrank.com

  



 


or
to such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto.  All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m. on a business day in the place of
receipt.  Otherwise, any such notice,
request or communication shall be deemed to have been received on the next
succeeding business day in the place of receipt.


 


Section 7.02.  Amendments and Waivers.  (a) Prior to the Effective
Time, any provision of this Agreement may be amended or waived by the
Partnership with the written approval of the Investor Majority and Executive
Board Approval.  Following the Effective
Time, any provision of this Agreement may be amended or waived with the written
approval of Newco and each party hereto that would be adversely affected by
such amendment or waiver.


 


(a)                        No failure or
delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The rights
and remedies herein provided shall be cumulative and not exclusive of any rights
or remedies provided by applicable Law.


 


14

















 


Section 7.03.  Binding Effect; Benefit;
Assignment.  (a) The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.  No provision of this Agreement is intended to
confer any rights, benefits, remedies, obligations or liabilities hereunder
upon any person other than the parties hereto and their respective successors
and assigns.


 


(a)                                  No party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other party hereto, except that (i) Newco
or Merger Subsidiary may transfer or assign its rights and obligations under
this Agreement, in whole or from time to time in part, to one or more of their
affiliates at any time; provided that
such transfer or assignment shall not relieve Newco or Merger Subsidiary of its
obligations hereunder or enlarge, alter or change any obligation of any other
party hereto and (ii) any Investor can may transfer or assign its rights
and obligations under this Agreement, in whole or from time to time in part, to
any person that the Investor is permitted to assign any portion of its
Partnership Interests pursuant to the terms of the Partnership Agreement; provided that such transfer or assignment shall not relieve
such Investor of its obligations hereunder or enlarge, alter or change any
obligation of any other party hereto.


 


Section 7.04.  Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware, without
regard to the conflicts of law rules of such state.


 


Section 7.05.  Jurisdiction.  The parties hereto agree that any
suit, action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby (whether brought by any party or any of its affiliates or
against any party or any of its affiliates) shall be brought in the Delaware
Chancery Court or, if such court shall not have jurisdiction, any federal court
located in the State of Delaware or other Delaware state court, and each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.  Process in any such suit, action
or proceeding may be served on any party anywhere in the world, whether within
or without the jurisdiction of any such court. 
Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 7.01 shall be deemed
effective service of process on such party.


 


Section 7.06.  WAIVER OF JURY TRIAL. 
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR 


 


15

















 


RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 7.07.  Counterparts;
Effectiveness.  This Agreement
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by all of the other
parties hereto.  Until and unless each
party has received a counterpart hereof signed by the other party hereto, this
Agreement shall have no effect and no party shall have any right or obligation
hereunder (whether by virtue of any other oral or written agreement or other
communication).


 


Section 7.08.  Entire Agreement.  This Agreement and the agreements
referenced herein constitute the entire agreement between the parties with
respect to the subject matter of this Agreement and supersedes all prior
agreements and understandings, both oral and written, between the parties with
respect to the subject matter of this Agreement.


 


Section 7.09.  Severability.  If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction
or other Governmental Authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party.  Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible
in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.


 


Section 7.10.  Specific Performance.  The parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof,
in addition to any other remedy to which they are entitled at law or in equity.


 


Section 7.11.  Expenses.  The Investors and their affiliates have
incurred and will incur out-of-pocket expenses for legal fees and expenses for
counsel in connection with the IPO and the negotiation of this Agreement and
the agreements to be entered into in connection with the IPO.  Newco and the Partnership agree to pay to
reimburse each Investor (together with its affiliates) for the reasonable
amount of all such expenses.


 


16

















 


[The remainder of this page has been intentionally left blank; the
next 


page is the signature page.]


 


17














 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as
of the date set forth on the cover page of this Agreement.


 


	
   

  	
   

  	
  COBALT
  INTERNATIONAL ENERGY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COBALT
  INTERNATIONAL ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [COBALT
  MERGER SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INVESTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C/R COBALT INVESTMENT
  PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CARLYLE/RIVERSTONE ENERGY
  PARTNERS II, L.P.,

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  C/R ENERGY GP II, LLC,

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Pierre F.
  Lapeyre, Jr.

  
	
   

  	
   

  	
   

  	
  Title: Authorized Person

  



 

















 


	
   

  	
   

  	
  C/R
  ENERGY COINVESTMENT II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CARLYLE/RIVERSTONE
  ENERGY PARTNERS II, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  C/R
  ENERGY GP II, LLC,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Pierre F. Lapeyre, Jr.

  
	
   

  	
   

  	
   

  	
  Title:
  Authorized Person

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RIVERSTONE
  ENERGY COINVESTMENT  III, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  RIVERSTONE
  COINVESTMENT GP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  RIVERSTONE
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Pierre F. Lapeyre, Jr.

  
	
   

  	
   

  	
   

  	
  Title:
  Authorized Person

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CARLYLE
  ENERGY COINVESTMENT  III, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CARLYLE
  ENERGY COINVESTMENT III GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  TCG
  HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  	
  C/R
  ENERGY III COBALT PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CARLYLE/RIVERSTONE
  ENERGY PARTNERS III, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  C/R
  ENERGY GP III, LLC,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Pierre F. Lapeyre, Jr.

  
	
   

  	
   

  	
   

  	
  Title: Authorized Person

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CARLYLE/RIVERSTONE
  GLOBAL ENERGY AND POWER FUND III, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  CARLYLE/RIVERSTONE
  ENERGY PARTNERS III, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  C/R
  ENERGY GP III, LLC,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Pierre F.
  Lapeyre, Jr.

  
	
   

  	
   

  	
   

  	
  Title: Authorized Person

  



 

















 


	
   

  	
   

  	
  GSCP
  V COBALT HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  CAPITAL PARTNERS V FUND, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  V ADVISORS, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GSCP
  V OFFSHORE COBALT HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  V OFFSHORE COBALT HOLDINGS, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  CAPITAL PARTNERS V OFFSHORE FUND, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  V OFFSHORE ADVISORS, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
   

  	
  GSCP
  V INSTITUTIONAL COBALT HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  V INSTITUTIONAL COBALT HOLDINGS, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  CAPITAL PARTNERS V INSTITUTIONAL, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  ADVISORS V, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GSCP
  V GMBH COBALT HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  V GmbH Cobalt Holdings, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  V GmbH Cobalt Holdings,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  GSCP VI COBALT HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS CAPITAL PARTNERS VI
  FUND, L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI ADVISORS,
  L.L.C.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GSCP VI OFFSHORE COBALT  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI OFFSHORE COBALT
  HOLDINGS, L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS CAPITAL PARTNERS VI
  OFFSHORE FUND, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI OFFSHORE
  ADVISORS, L.L.C.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  GSCP VI PARALLEL COBALT
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI PARALLEL COBALT
  HOLDINGS, L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS CAPITAL PARTNERS VI PARALLEL,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GS ADVISORS VI, L.L.C.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GSCP VI GMBH COBALT HOLDINGS,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI GmbH Cobalt
  Holdings, L.P.,

  
	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP VI GmbH Cobalt
  Holdings,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  KERN
  COBALT CO-INVEST PARTNERS LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KERN
  Cobalt Group LLC,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KERN
  COBALT CO-INVEST PARTNERS II LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KERN
  Cobalt Group II LLC,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KERN
  COBALT CO-INVEST PARTNERS III LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KERN
  Cobalt Group III LLC,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KERN
  COBALT CO-INVEST PARTNERS IV LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KERN
  Cobalt Group IV LLC,

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 

















 


	
   

  	
  FIRST
  RESERVE FUND XI, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  First
  Reserve GP XI, L.P.,

  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  First
  Reserve GP XI, Inc.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FR
  COBALT HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  First
  Reserve GP XI, L.P.,

  its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  First
  Reserve GP XI, Inc.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 

















 


	
   

  	
  EXECUTIVE
  MANAGEMENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joseph
  H. Bryant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Samuel
  H. Gillespie, III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James
  W. Farnsworth

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James
  H. Painter

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Van
  P. Whitfield

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Richard
  A. Smith

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John
  P. Wilkirson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Rodney L. Gray

  



 














 


Schedule 2.03


 


Pre-IPO Grants and Locked Shares


 

















 


Schedule 3.01


 

















 


Schedule 3.02


 


Pre-IPO Exchange


 


Class A Interests


 


	
  Name
  of Class A Limited Partner

  	
   

  	
  Class A Interests

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


Schedule  3.09


 


Special Purpose Holdco


 


	
   

  	
   

  	
  Special Purpose Holdco

  
	
  Name
  of Transferor

  	
   

  	
  Name

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Outstanding

  Shares

  	
   

  	
  Wholly-owned

  Subsidiary (if any)

  	
   

  	
  Class A Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Schedule 3.03


 


Example Calculation of IPO Waterfall


 

















 


Schedule  3.09