Waiver Letter of funds affiliated with The Blackstone Group L.P., dated November 28, 2018

EX-1.1 2 dp98891_ex0101.htm EXHIBIT 1.1

 

Exhibit 1.1

 

November 28, 2018

 

Kosmos Energy Ltd.

Clarendon House 

2 Church Street

Hamilton HM 11, Bermuda

 

Ladies and Gentlemen:

 

Reference is made to the Shareholders Agreement, dated as of May 10, 2011 (the “Shareholders Agreement”), by and among Kosmos Energy Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), and each of the parties identified on Schedule A to the Shareholders Agreement. Capitalized or other terms used and not defined herein but defined in the Shareholders Agreement shall have the meanings ascribed to them in the Shareholders Agreement.

 

The undersigned hereby irrevocably waive (a) their rights pursuant to Section 2.1 of the Shareholders Agreement to nominate and/or designate persons to the Board and (b) their rights pursuant to Section 2.2 of the Shareholders Agreement to nominate and/or designate persons to committees of the Board.

 

Further, the undersigned hereby irrevocably waive (a) their rights pursuant to Section 2.1 of Annex A to the Company’s Bye-Laws to nominate and/or designate persons to the Board and (b) their rights pursuant to Section 2.2 of Annex A to the Company’s Bye-Laws to nominate and/or designate persons to committees of the Board.

 

The undersigned hereby further agree that, with respect to all Common Shares collectively held by them in excess of 9.99% of the outstanding Common Shares of the Company at the time in question (such shares, “Excess Shares”), the undersigned shall vote or cause to be voted at all meetings of the shareholders of the Company, or vote, consent or approve in any other circumstances, upon which such vote, consent or other approval (including a written consent) is sought or obtained by or from the shareholders of the Company, all Excess Shares in the same manner (including by voting “for” or “against,” abstaining or withholding votes) as, and in the same proportion to, the votes cast “for” or “against,” and abstentions or vote withholdings made, in respect of all Common Shares held by holders of Common Shares (other than the Common Shares held by the undersigned).

 

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  Very truly yours,
         
  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/ Christopher Striano  
    Name: Christopher Striano  
    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/ Christopher Striano  
    Name: Christopher Striano  
    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/ Christopher Striano  
    Name: Christopher Striano  
    Title:    Senior Managing Director  
         

 

[Signature Page to Waiver Letter]

 

 

  BLACKSTONE  PARTICIPATION PARTNERSHIP (CAYMAN) IV L.P.
         
  By:   BCP IV GP L.L.C., its General Partner
     
         
  By: /s/ Christopher Striano  
    Name: Christopher Striano  
    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/ Christopher Striano  
    Name: Christopher Striano  
    Title:    Senior Managing Director  

[Signature Page to Waiver Letter]

 

Accepted and agreed as of the date first written above.

 

  KOSMOS ENERGY LTD.
         
         
  By: /s/ Jason E. Doughty  
    Name: Jason E. Doughty  
    Title: Senior Vice President and General Counsel  

[Signature Page to Waiver Letter]