11. Defendant David I. Foley ( Foley ) was, at all relevant times, a director of

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4 11. Defendant David I. Foley ( Foley ) was, at all relevant times, a director of Kosmos. Defendant Foley signed the Registration Statement issued in connection with the IPO. Defendant Foley is The Blackstone Group L.P. s designee on the Kosmos Board. Defendant Foley may be served with process at 10 East 93rd Street, New York, New York Defendant Jeffrey A. Harris ( Harris ) was, at all relevant times, a director of Kosmos. Defendant Harris signed the Registration Statement issued in connection with the IPO. Defendant Harris is Warburg Pincus LLC s designee on the Kosmos Board. Defendant Harris may be served with process at 400 West 12th Street, 9C, New York, New York Defendant David B. Krieger ( Krieger ) was, at all relevant times, a director of Kosmos. Defendant Krieger signed the Registration Statement issued in connection with the IPO. Defendant Krieger is Warburg Pincus LLC s designee on the Kosmos Board. Defendant Krieger may be served with process at 60 West 66th Street, Apt. 19B, New York, New York Defendant Prakash A. Melwani ( Melwani ) was, at all relevant times, a director of Kosmos. Defendant Melwani signed the Registration Statement issued in connection with the IPO. Defendant Melwani is The Blackstone Group L.P. s designee on the Kosmos Board. Defendant Melwani may be served with process at th Avenue, Unit 11FL, New York, New York Defendant Adebayo O. Ogunlesi ( Ogunlesi ) was, at all relevant times, a director of Kosmos. Defendant Ogunlesi signed the Registration Statement issued in connection with the IPO. Defendant Ogunlesi may be served with process at 1000 Park Avenue, Apt. 8A, New York, New York Defendant Chris Tong ( Tong ) was, at all relevant times, a director of Kosmos. Defendant Tong signed the Registration Statement issued in connection with the IPO. Defendant Tong may be served with process at 34 Firefall Court, Spring, Texas

5 17. Defendant Christopher A. Wright ( Wright ) was, at all relevant times, a director of Kosmos. Defendant Wright signed the Registration Statement issued in connection with the IPO. Defendant Wright may be served with process c/o Fairfield Energy, Ltd., Ash House, Fairfield Avenue, Staines, Middlesex, TW18 4AB, United Kingdom. 18. The defendants referenced in 7-17 above are collectively referred to herein as the Individual Defendants. 19. By reason of their management positions and their ability to make public statements in the name of Kosmos, the Individual Defendants were and are controlling persons, and had the power and influence to cause (and did cause) Kosmos to engage in the conduct complained of herein. 20. Defendant The Blackstone Group L.P. ( Blackstone Group ) is a leading private equity company and venture capital firm. Blackstone Group owns a significant position in Kosmos. Defendant Blackstone Group may be served with process at 345 Park Avenue, New York, New York Defendant Warburg Pincus LLC ( Warburg Pincus ) is a leading private equity company and venture capital firm. Warburg Pincus owns a significant position in Kosmos. Defendant Warburg Pincus may be served with process at 450 Lexington Avenue, New York, New York At all times relevant hereto, defendants Warburg Pincus and Blackstone Group have controlled a majority of the voting power of Kosmos s issued and outstanding common shares, and have acted and continue to act together to control Kosmos. 23. Defendants Citigroup Global Markets Inc. ( Citi ), Barclays Capital Inc. ( Barclays ) and Credit Suisse Securities (USA) LLC ( Credit Suisse ) (collectively, the Underwriter Defendants ) served as co-lead underwriters for the IPO. Defendant Citi may be - 4 -

6 served with process at 388 Greenwich Street, New York, New York Defendant Barclays may be served with process at 745 7th Avenue, New York, New York Defendant Credit Suisse may be served with process at Eleven Madison Avenue, New York, New York CLASS ACTION ALLEGATIONS 24. Plaintiff brings this action individually and as a class action pursuant to Federal Rules of Civil Procedure 23(a) and 23(b)(3) on behalf of all persons who purchased or otherwise acquired Kosmos common stock pursuant and/or traceable to the IPO, and were damaged thereby (the Class ). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant. 25. This action is properly maintainable as a class action. 26. The Class is so numerous that joinder of all members is impracticable. Kosmos sold more than 34 million shares of common stock in the IPO. The precise number of Class members is unknown to Plaintiff at this time but is believed to be in the thousands. In addition, the names and addresses of the Class members can be ascertained from the books and records of Kosmos or its transfer agent or the underwriters to the IPO. Notice can be provided to such record owners by a combination of published notice and first-class mail, using techniques and a form of notice similar to those customarily used in class actions arising under the securities laws. 27. There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following: (a) whether 11, 12(a)(2) and 15 of the Securities Act were violated as alleged herein; - 5 -

7 (b) whether the Registration Statement and Prospectus issued by defendants to the investing public in connection with the IPO negligently omitted and/or misrepresented material facts about Kosmos and its business; and (c) the extent of injuries sustained by members of the Class and the appropriate measure of damages. 28. Plaintiff s claims are typical of the claims of the other members of the Class because Plaintiff s and all the Class members damages arise from and were caused by the same false and misleading representations and omissions made by or chargeable to defendants. Plaintiff does not have any interests antagonistic to, or in conflict with, the Class. 29. Plaintiff will fairly and adequately represent and protect the interests of the members of the Class. Plaintiff has retained competent counsel experienced in class action litigation under the securities laws to further ensure such protection and intends to prosecute this action vigorously. 30. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class. 31. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy. Since the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it virtually impossible for the Class members to seek redress for the wrongful conduct alleged. Plaintiff knows of no difficulty that will be encountered in the management of this litigation that would preclude its maintenance as a class action

8 32. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole. SUBSTANTIVE ALLEGATIONS 33. Kosmos is an oil and gas exploration company that focuses its exploration efforts almost entirely on the Jubilee oil field located in deep water off the coast of the Republic of Ghana. In 2007, Kosmos entered into partnership with several other gas exploration companies to share the costs of developing the Jubilee oil field. Kosmos and its partners agreed to spend over $3.3 billion to develop the Jubilee oil field, which was projected to produce 120,000 barrels of oil per day ( BOPD ) by the third quarter of While Kosmos and its partners were developing the Jubilee oil field, on or about April 25, 2011, Kosmos filed with the Securities and Exchange Commission ( SEC ) the Form S- 1/A Registration Statement for the IPO. 35. On or about May 12, 2011, the Prospectus with respect to the IPO, which forms part of the Registration Statement, became effective and 34,518,242 shares of Kosmos common stock (including partial exercise of the over-allotment) were sold to the public at $18.00 per share, thereby raising more than $620 million. 36. The Registration Statement and Prospectus were negligently prepared and, as a result, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and were not prepared in accordance with the rules and regulations governing their preparation. 37. Specifically, the Registration Statement and Prospectus misstated, at the time of the IPO, the progress the Company had made in developing the Jubilee oil field. Kosmos addressed the development of the Jubilee oil field repeatedly in the Registration Statement and Prospectus

9 38. Kosmos stated in the Registration Statement and Prospectus that: Oil production from the Jubilee Field offshore Ghana commenced on November 28, 2010, and we received our first oil revenues in early We expect gross oil production from the Jubilee Field to reach the design capacity of the floating, production, storage and offloading ( FPSO ) facility used to produce from the field of 120,000 barrels of oil per day ( BOPD ) in the third quarter of Kosmos also stated in the Registration Statement and Prospectus that the J-01 and J- 02 Jubilee oil wells were producing ; the J-03 and J-05 Jubilee oil wells were listed as completion pending meaning that production casing had been fully installed and the well would soon be producing; and the J-04 and J-07 wells were listed as plugged back meaning the wells had been set up for production from a sidetrack well. Kosmos further stated in the Registration Statement and Prospectus that [t]he Jubilee Field Phase 1 development was designed to provide suitable flexibility and expandability in order to minimize capital expenditures associated with subsequent phases of development. In addition, Kosmos told investors in the Registration Statement and Prospectus that: A phased development program allows us to develop Jubilee Phase 1 on a faster timeline and allowed us to achieve first oil production at an earlier date than traditional development techniques.... This condensed timeline reflects the lessons learned by members of our seasoned management. 40. These statements were materially false because, at the time of the IPO, gross oil production from the Jubilee field was not on track to reach its design capacity of 120,000 BOPD by the third quarter of Rather, several of the Jubilee oil wells were not producing as expected due to design defects with the oil wells defects which existed at the time of completion and pre-dated the IPO. These design defects would cost Kosmos hundreds of millions of dollars to - 8 -

10 remediate, and would keep the Jubilee oil wells from producing as expected for several years. None of this was reported in the Registration Statement and Prospectus. 41. Investors first began learning the truth about the Jubilee oil field on July 5, 2011, when one of Kosmos s partners, Tullow Oil, issued a press release announcing that production from the Jubilee oil field was flowing at 80,000 BOPD, which was 40,000 barrels below the anticipated 120,000 BOPD. Tullow Oil attributed this delay to extended Blow-Out Preventer maintenance and extra work required to fully commission the gas compression system to allow an injection rate of 80 million cubic feet per day. 42. Investors received more bad news about the Jubilee oil wells in August 2011, when Tullow Oil announced that production from the Jubilee oil field was flowing and was projected to remain at the 82,000-84,000 BOPD range, not the 120,000 BOPD range that Kosmos reported in the Registration Statement and Prospectus. Then, on November 9, 2011, Tullow Oil announced that it was lowering production forecasts from the field to the 79,000 to 81,000 BOPD range. 43. On November 10, 2011, Kosmos finally addressed the problems with the Jubilee oil wells. In the Company s third quarter 2011 earnings release, Kosmos stated cryptically that it had identified completion issues [that] require one of the producing wells to be sidetracked, as well as downhole remediation on certain other wells. Later that same day. Kosmos s CFO, Dunlevy, provided investors with additional information about the problems with the oil wells during a conference call with analysts, telling them that: I m assuming there will be a sizable amount of cost in 2012 and beyond [to fix the problems with the Jubilee oil wells], not just a one-year spend. It will be spread over, more likely than not, one or two years. Marvin Garrett, the Company s Senior Vice President, Production and Operations, told analysts that it remains to be seen exactly when that [the remediation of the problems with the Jubilee oil wells] will happen

11 44. The market learned more about the Jubilee oil field problems from one of Kosmos s partners, Anadarko Petroleum, when Anadarko s CEO stated that [t]he problem [with the Jubilee wells] wasn t associated with early depletion of the reservoir, but rather with the way wells were completed. In other words, Kosmos and its partners were dealing with a design problem with the wells that existed before the IPO a design problem that Kosmos did not report in the Registration Statement and Prospectus. 45. Analysts reacted negatively to the news of widespread design problems with the Jubilee wells. For instance, an analyst with Tudor Pickering Holts stated: The combination of completion failures, production issues, downhole remediation, and sidetracks being planned all point to a completion design issue.... We estimate that Kosmos will outspend cash flow by $180 million in 2H11 and $420 million in 2012 [to remediate the issues]. The analysts concluded these productivity issues [with the Jubilee wells] seem to be continuing and may not be limited to only the J-1 and J-7 wells. 46. Credit Suisse analysts wrote: the Jubilee J-7 sidetrack is important. Some of the Jubilee wells have not been producing as well as expected. The well-bores have been plugged with fines. Tullow, the operator, will attempt a different wellbore completion in an upcoming sidetrack. After a few months of monitoring, [Kosmos] will know whether this new completion design has been successful. Filling the FPSO s 120kbd of capacity (currently at 80kbd) will required Phase 1A wells or sidetracks on existing Phase 1 wells or both. We raise field capex $500M. 47. In response to the disclosure of the problems with the Jubilee oil wells, the price of Kosmos stock has fallen approximately 25% since the IPO from an IPO price of $18 per share to the $13 per share range. This has had a significant, negative impact on investors who purchased in the IPO, costing them hundreds of millions of dollars in investment losses. This drop in the market

12 price of Kosmos stock has been due entirely to the untrue statements of material facts in the Registration Statement and Prospectus about the Jubilee oil wells. COUNT I Violations of 11 of the Securities Act Against All Defendants 48. Plaintiff repeats and realleges each and every allegation contained above. 49. This Count is brought pursuant to 11 of the Securities Act, 15 U.S.C. 77k, on behalf of the Class, against all defendants. 50. The Registration Statement for the IPO was inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading, and omitted to state material facts required to be stated therein. 51. Kosmos is the registrant for the IPO. The defendants named herein were responsible for the contents and dissemination of the Registration Statement. 52. As issuer of the shares, Kosmos is strictly liable to Plaintiff and the Class for the misstatements and omissions. 53. None of the defendants named herein made a reasonable investigation or possessed reasonable grounds for the belief that the statements contained in the Registration Statement were true and without omissions of any material facts and were not misleading. 54. By reasons of the conduct herein alleged, each defendant violated, and/or controlled a person who violated, 11 of the Securities Act. Statement. 55. Plaintiff acquired Kosmos shares pursuant and/or traceable to the Registration 56. Plaintiff and the Class have sustained damages. The value of Kosmos common stock has declined substantially subsequent to and due to defendants violations

13 57. At the times they purchased Kosmos shares, Plaintiff and other members of the Class were without knowledge of the facts concerning the wrongful conduct alleged herein and could not have reasonably discovered those facts prior to November 10, Less than one year has elapsed from the time that Plaintiff discovered or reasonably could have discovered the facts upon which this petition is based to the time that Plaintiff filed its petition. forth herein. COUNT II Violations of 12(a)(2) of the Securities Act Against All Defendants 58. Plaintiff repeats and realleges each and every allegation contained above as if fully set 59. Defendants were sellers and offerors and/or solicitors of purchasers of the Kosmos common stock offered pursuant to the IPO. Defendants issued, or caused to be issued, the Prospectus for the IPO. The Prospectus was used to induce investors, such as Plaintiff and other members of the Class, to purchase Kosmos common stock. 60. The Prospectus contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading, and omitted material facts required to be stated therein. Defendants actions of solicitation included participation in the preparation of the false and misleading Prospectus. 61. As set forth more specifically above, the Prospectus contained untrue statements of material fact and omitted to state material facts necessary in order to make the statements made, in light of circumstances under which they were made, not misleading. 62. Plaintiff and other Class members did not know, nor could they have known, of the untruths or omissions contained in the Prospectus. 63. The defendants were obligated to make a reasonable and diligent investigation of the statements contained in the Prospectus to ensure that such statements were true and that there was no

14 omission of material fact required to be stated in order to make the statements contained therein not misleading. None of the defendants made a reasonable investigation or possessed reasonable grounds for the belief that the statements contained in the Prospectus were accurate and complete in all material respects. Had they done so, these defendants could have known of the material misstatements and omissions alleged herein. 64. By reason of the conduct alleged herein, defendants violated 12(a)(2) of the Securities Act. As a direct and proximate result of such violations, Plaintiff and the other members of the Class who purchased Kosmos common stock pursuant to the Prospectus sustained substantial damages in connection with their purchases of Kosmos common stock. Accordingly, Plaintiff and the other members of the Class who hold the common stock issued pursuant to the Prospectus have the right to rescind and recover the consideration paid for their shares, and hereby tender their common stock to the defendants sued herein. Class members who have sold their common stock seek damages to the extent permitted by law. 65. This claim was brought within one year after discovery of the untrue statements and omissions in the Prospectus and within three years after Kosmos common stock was sold to the Class in connection with the IPO. COUNT III Violations of 15 of the Securities Act Against the Individual Defendants, Blackstone Group and Warburg Pincus 66. Plaintiff repeats and realleges each and every allegation contained above. 67. This Count is brought pursuant to 15 of the Securities Act against the Individual Defendants, Blackstone Group and Warburg Pincus. 68. Each of the Individual Defendants, Blackstone Group and Warburg Pincus was a control person of Kosmos by virtue of his or her position as a director and/or senior officer, or controlling shareholder of Kosmos. The Individual Defendants, Blackstone Group and Warburg

15 Pincus each had a series of direct and/or indirect business and/or personal relationships with other directors and/or officers and/or major shareholders of Kosmos. 69. Each of the Individual Defendants, Blackstone Group and Warburg Pincus was a culpable participant in the violations of 11 and 12(a)(2) of the Securities Act alleged in Counts I and II above, based on their having signed the Registration Statement and having otherwise participated in the process which allowed the IPO to be successfully completed. PRAYER FOR RELIEF WHEREFORE, Plaintiff demands injunctive relief, in Plaintiff s favor and in favor of the Class and against defendants, as follows: A. Declaring that this action is properly maintainable as a class action under Fed. R. Civ. P. 23; B. Awarding Plaintiff and other members of the Class damages together with interest thereon; C. Awarding rescission or a rescissory measure of damages; D. Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys and experts fees; and E. Granting such other and further equitable relief as this Court may deem just and proper