Exhibit 10.33

 

JOINDER AGREEMENT

 

Date: May 10, 2011

 

Reference is made hereby to the Amended and Restated Registration Rights Agreement dated as of October 7, 2009, by and among Kosmos Energy Holdings and the parties listed in Annex A thereto, as may be amended from time to time (the “Registration Rights Agreement”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

 

Kosmos Energy Limited hereby acknowledges and agrees (i) to join and become a party to the Registration Rights Agreement as of the date hereof and that it shall have the same rights and obligations thereunder as if it had been an original signatory to the Registration Rights Agreement, and (ii) to perform all obligations and duties required of the Corporation pursuant to the Registration Rights Agreement, subject to the terms and conditions of the Registration Rights Agreement.

 

[Signature pages follow]

 











 

 

IN WITNESS WHEREOF, the undersigned has executed this agreement as of the date first written above.

 

	
 
    	
KOSMOS ENERGY LTD.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ W. Greg   Dunlevy
    
	
 
    	
 
    	
Name:
    	
W. Greg Dunlevy
    
	
 
    	
 
    	
Title:
    	
Executive Vice   President and Chief Financial Officer
    


 

[Signature Page to Joinder Agreement]

 











 

Confirmed and accepted as of the date written above.

 

 

WARBURG PINCUS INTERNATIONAL PARTNERS, L.P.

 

By: Warburg Pincus Partners LLC, its General Partner
 By: Warburg Pincus & Co., its Managing Member

 

	
By:
    	
/s/ Jeffrey A.   Harris
    	
 
    
	
Name:
    	
Jeffrey A. Harris
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 

 

WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, C.V.

 

By: Warburg Pincus Partners LLC, its General Partner
 By: Warburg Pincus & Co., its Managing Member

 

	
By:
    	
/s/ Jeffrey A.   Harris
    	
 
    
	
Name:
    	
Jeffrey A. Harris
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 

 

WP-WPIP INVESTORS, L.P.

 

By: WP-WPIP Investors LLC, its General Partner
 By: Warburg Pincus Partners LLC, its Sole Member
 By: Warburg Pincus & Co., its Managing Member

 

	
By:
    	
/s/ Jeffrey A.   Harris
    	
 
    
	
Name:
    	
Jeffrey A. Harris
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 

 

WARBURG PINCUS PRIVATE EQUITY VIII, LP.

 

By: Warburg Pincus Partners LLC, its General Partner
 By: Warburg Pincus & Co., its Managing Member

 

	
By:
    	
/s/ Jeffrey A.   Harris
    	
 
    
	
Name:
    	
Jeffrey A. Harris
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 

[Signature Page to Joinder Agreement]

 











 

Confirmed and accepted as of the date written above.

 

 

WARBURG PINCUS NETHERLANDS PRIVATE
 EQUITY VIII I, C.V.

 

By: Warburg Pincus Partners LLC, its General Partner
 By: Warburg Pincus & Co., its Managing Member

 

	
By:
    	
/s/ Jeffrey A.   Harris
    	
 
    
	
Name:
    	
Jeffrey A. Harris
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 

 

WP-WP VIII INVESTORS, L.P.

 

By: WP-WP VII Investors LLC, its General Partner

By: Warburg Pincus Partners LLC, its Sole Member
 By: Warburg Pincus & Co., its Managing Member

 

	
By:
    	
/s/ Jeffrey A.   Harris
    	
 
    
	
Name:
    	
Jeffrey A. Harris
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 

[Signature Page to Joinder Agreement]

 











 

Confirmed and accepted as of the date written above.

 

 

BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV LP.

 

By: Blackstone Management Associates (Cayman) IV L.P., its General Partner
 By: BCP IV GP L.L.C., its General Partner

 


	
By:
    	
/s/ Robert L.   Friedman
    	
 
    
	
Name:
    	
Robert L. Friedman
    	
 
    
	
Title:
    	
Senior Managing   Director
    	
 
    




 

 

BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV-A L.P.

 

By: Blackstone Management Associates (Cayman) IV L.P., its General Partner
 By: BCP IV GP L.L.C., its General Partner

 

	
By:
    	
/s/ Robert L.   Friedman
    	
 
    
	
Name:
    	
Robert L. Friedman
    	
 
    
	
Title:
    	
Senior Managing   Director
    	
 
    


 

 

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) IV-A L.P.

 

By: BCP IV GP L.L.C., its General Partner

 

	
By:
    	
/s/ Robert L.   Friedman
    	
 
    
	
Name:
    	
Robert L. Friedman
    	
 
    
	
Title:
    	
Senior Managing   Director
    	
 
    


 

 

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) IV-A SMD L.P.

 

By: Blackstone Family GP L.L.C., its General Partner

 

	
By:
    	
/s/ Robert L. Friedman
    	
 
    
	
Name:
    	
Robert L. Friedman
    	
 
    
	
Title:
    	
Senior Managing Director
    	
 
    


 

[Signature Page to Joinder Agreement]

 











 

Confirmed and accepted as of the date written above.

 

 

BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) IV L.P.

 

By: BCP IV GP L.L.C., its General Partner

 

	
By:
    	
/s/ Robert L.   Friedman
    	
 
    
	
Name:
    	
Robert L. Friedman
    	
 
    
	
Title:
    	
Senior Managing   Director
    	
 
    


 

[Signature Page to Joinder Agreement]