SHARE PURCHASE AGREEMENTby and amongMARATHON OIL DUTCH HOLDINGS B.V.as Seller, and10084751 CANADA LIMITED as a Buyer,andCANADIAN NATURAL RESOURCES LIMITEDas a Buyer, in respect of MARATHON OIL CANADA CORPORATION Dated as of March 8, 2017

Marathon Oil Dutch Holdings B.V., a company duly organized and existing under the laws of the Netherlands (“Seller”);

10084751 Canada Limited, a corporation duly organized and existing under the laws of Canada (“Shell”); and

Canadian Natural Resources Limited, a corporation duly organized and existing under the laws of Alberta, Canada (“CNRL”).

the going concern liabilities value; and

the solvency deficiency;

Competition Act Approval; and

Investment Canada Act Approval.

the applicable securities Laws of each province and territory of Canada, including the applicable rules, regulations instruments, blanket orders and blanket rulings of each securities commission or other securities regulatory authority of each province and territory of Canada published and promulgated thereunder;

any rules and policies of any applicable stock exchange, including the Toronto Stock Exchange and the New York Stock Exchange; and

all federal and state securities Laws of the United States and all rules, regulations and orders promulgated thereunder.

Buyers shall have received an ARC with respect to the transactions herein; or

the Commissioner shall have confirmed in writing that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transaction

a body corporate is controlled by a Person if: (i) securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned, directly or indirectly, by such Person; and (ii) the votes attached to those securities are sufficient to elect a majority of the directors of the body corporate;

an association, partnership, limited liability company, trust or other organization is controlled by a Person if: (i) more than 50% of the ownership interests, however designated, into which the association, partnership, limited liability company, trust or other organization is divided are beneficially owned, directly or indirectly, by such Person; and (ii) the Person is able to direct the business and affairs of the association, partnership, limited liability company, trust or other organization;

a body corporate, association, partnership, limited liability company, trust or other organization is controlled by a Person if such Person has, directly or indirectly, control in fact of the body corporate, association, partnership, limited liability company, trust or other organization; or

a body corporate, association, partnership, limited liability company, trust or other organization that controls (within the meaning of this definition) another body corporate, association, partnership, limited liability company, trust or other organization is deemed to control (within the meaning of this definition) any body corporate, association, partnership, limited liability company, trust or other organization that is controlled or deemed to be

that: (i) but for the delivery of the Notice containing the Disclosure Update, (ii) without regard to Sections 8.5(c) and 11.3(a), and (iii) having regard to Sections 8.5(e) and 11.3(d), may give a Buyer a right to claim for indemnification under Section 11.1(a) if Closing occurs; and

of which such Buyer or any of its Affiliates was not aware prior to the Execution Date (which in the case of Shell, such Affiliates shall be limited to (i) Shell Canada Limited, and (ii) any other Affiliate of Shell that (A) conducts business in Canada, or (B) has otherwise provided support in respect of the Shell Operated Assets or the transaction contemplated herein).

an option to purchase, a right of first refusal, right of first offer or other pre-emptive or preferential right of purchase or similar right to acquire the Oil and Gas Assets or certain of them that may become operative by virtue of this Agreement or the transactions contemplated herein;

a farm-out agreement under which earning has not occurred, a royalty, a net profits interest, a carried working interest, a right to convert a royalty to a working interest, a penalty or forfeiture arising as a result of non-participating in any operation; and

a Financial Encumbrance;

Ells River In-Situ Oil Sands Project Joint Venture Agreement dated as of January 1, 2010 among Chevron Canada Limited, Company and Shell Canada Energy;

Saleski In-Situ Oil Sands Project Joint Venture Agreement dated as of January 1, 2010 among Chevron Canada Limited, Company and Shell Canada Energy; and

Namur In-Situ Oil Sands Project Joint Venture Agreement dated as of January 1, 2010 among Chevron Canada Limited, Company and Shell Canada Energy.

in respect of all Losses related to one or more Pre-Closing Defects or Disclosure Update Defects, $12,500,000 in aggregate; and

in respect of any other Losses (except those in respect of, arising out of, or pertaining to the Fundamental Representations, any matter referenced in Section 11.1(c), or the indemnities provided in Sections 8.6(d) and 11.11), an amount equal to three and one-half (3.5)% of the unadjusted Purchase Price in aggregate.

shares, capital stock, membership interests, partnership interests, other equity interests, right to profits or revenue and any other similar interest;

any security or other interest convertible into any of the items set forth in clause (a) in this definition of Interest; and

any right, contingent or otherwise, to acquire any of the items set forth in clause (a) or (b) in this definition of Interest.

in the case of Shell, the actual knowledge of the individuals who hold the following titles on each of the Effective Date and the Execution Date with Shell Canada Limited: Executive

in the case of CNRL, the actual knowledge of the individuals who hold the following titles on each of the Effective Date and the Execution Date: President; Chief Operating Officer; Chief Financial Officer and Senior Vice-President Finance; Senior Vice-President, Marketing; Senior Vice-President, Corporate Development and Land; Senior Vice-President, North America Operations; Vice-President, Legal, General Counsel and Corporate Secretary; and Vice-President, Marketing; and

in the case of Seller, the actual knowledge of the individuals who hold the following titles on each of the Effective Date and the Execution Date with Marathon Oil Company: President; Executive Vice President – Operations; Vice President – Conventional; Interim Chief Financial Officer and Vice President Corporate Development and Strategy; and Executive Vice President, General Counsel and Secretary.

any Contract that can reasonably be expected to result in aggregate payments by Company of more than the Material Contract Amount during the current or any subsequent calendar year (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues);

any Contract that can reasonably be expected to result in aggregate revenues to Company of more than the Material Contract Amount during the current or any subsequent calendar year (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues);

any Contracts for the sale, gathering, processing, storage or transportation of Hydrocarbons that are not terminable, without penalty, on sixty (60) days or less notice;

any indenture, mortgage, loan, credit or sale-leaseback or similar Contract;

any Contract that constitutes a lease under which Company is the lessor or the lessee of real or personal property which lease (i) cannot be terminated by Company without penalty upon sixty (60) days’ or less notice and (ii) involves an annual base rental of more than the Material Contract Amount;

any Contract that relates to the acquisition by Company of any operating business or material assets or capital stock of any other Person, whether by merger, purchase of equity, purchase of assets or otherwise; and

any outstanding Contracts of guaranty, surety or indemnification by Company.

liens for Taxes, assessments and governmental charges which are not due or the validity of which is being diligently contested in good faith by or on behalf of Company;

liens incurred or created in the ordinary course of business as security in favor of the Person who is conducting or participating in the development or operation of the property to which such liens relate for Company’s proportionate share of the costs and expenses of such development or operation for which payment is not yet due;

mechanics’, builders’ and materialmen’s liens in respect of services rendered or goods supplied for which payment is not yet due;

easements, rights of way, servitudes and other similar rights in land (including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables) which do not materially impair the use of the Assets affected thereby;

the right reserved to or vested in any municipality or government or other public authority by the terms of any lease, licence, franchise, grant or permit or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit which has not become exercisable or to require annual or other periodic payments as a condition of the continuance thereof;

rights of general application reserved to or vested in any Governmental Authority to levy taxes on the Hydrocarbons or any of them or the income therefrom, and governmental requirements and limitations of general application as to production rates on the operations of any property;

statutory exceptions to title, and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals within, upon or under the Lands;

any security held by any Third Party encumbering Company’s interest in and to the Assets or any part or portion thereof, in respect of which Seller delivers a discharge in registrable form or a no interest letter with an undertaking to discharge the security interest to Buyers at or prior to Closing;

any agreements for the sale of Hydrocarbons that are terminable on not greater than thirty (30) days’ notice (without an early termination penalty or other cost);

all terms and conditions contained in (i) any Material Contracts to the extent disclosed, (ii) any JV Assets Agreement, or (iii) any Lease; and

any matter disclosed in the Disclosure Materials.

rights in, or rights to drill or mine for and to produce, save and market, Hydrocarbons;

fee simple interests and other estates in Hydrocarbons in situ;

working interests, carried working interests, royalty interests, revenue interests, net profit interests, production payments and similar interests in Hydrocarbons or the proceeds of the sale of Hydrocarbons or to payments calculated by reference thereto; and

rights to acquire any of the foregoing in clauses (a), (b) and (c);

that, (i) without regard to Sections 8.5(c) and 11.3(a), and (ii) having regard to Section 8.5(e), may give a Buyer a right to claim for indemnification under Section 11.1(a) if Closing occurs; and

of which a Buyer becomes aware after the Execution Date and before the Closing Date, other than through a Disclosure Update.

documents subject to legal privilege (such as the attorney-client privilege or work product doctrine), provided that, after Closing, Company’s external legal counsel shall be entitled to review the same on written request to Seller to the extent the same relate to a Third Party Claim against Company;

documents subject to unaffiliated Third Party contractual restrictions on disclosure or transfer;

general corporate books, records and files of any member of Seller Group, even if containing references to the Assets or Company;

interpretative or subjective data;

Tax information not related to the Assets or Company or its business or operations (past or present);

records relating to the sale of the Assets or Company, including communications between Company and Seller Group, and proposals received from and records of negotiations with Third Parties and economic analyses associated therewith, provided that Seller will disclose the terms of any active confidentiality obligations on Third Parties or Company related thereto; or

Excluded Assets and all files, records and data to the extent related thereto.

for Buyers’ first Claim in respect of amounts due to Buyers pursuant to one or both of Sections 11.11(e)(i) and 11.11(e)(ii), $2,000,000; and

for each subsequent Claim by Buyers in respect of amounts due to Buyers pursuant to one or both of Sections 11.11(e)(i) and 11.11(e)(ii), $1,000,000.

Except as otherwise specifically provided in this Agreement, all monetary references in this Agreement are in U.S. currency (Dollars). If any amount must be converted from Canadian dollars to Dollars for the purposes of this Agreement, such amount shall be converted using the daily WM/Reuters 12 noon EST FX Benchmark exchange rate for the Canadian dollar against the U.S. dollar, as published by Thomson Reuters, for the three (3) consecutive Business Days ending three (3) days prior to the applicable date; provided however that Seller and Company shall continue to use Seller’s conversion methodology consistent with past practice, in respect of Company’s accounts and all calculations under this Agreement relating to or derived from the Company accounts.

Notwithstanding anything else contained herein, if any Party (or any Affiliate of a Party) converts any amount from Dollars to Canadian dollars or from Canadian dollars to Dollars after the Effective Date and realizes a loss or gain as a result, such loss or gain shall be exclusively for the account of the converting Party (or its Affiliate), and:

Seller agrees to sell, assign and transfer to Shell, legal and beneficial ownership of the Shell Designated Shares, free and clear of all Encumbrances and with all rights and benefits attaching thereto, and Shell agrees to purchase and pay for the Shell Designated Shares; and

Seller agrees to sell, assign and transfer to CNRL, legal and beneficial ownership of the CNRL Designated Shares, free and clear of all Encumbrances and with all rights and benefits attaching thereto, and CNRL agrees to purchase and pay for the CNRL Designated Shares,

The aggregate purchase price payable by Buyers for the Company Shares under this Agreement shall be $2,500,000,000 (the “Purchase Price”), subject to adjustment in accordance with this Agreement and, for greater certainty:

The Purchase Price shall be satisfied by the payment by Buyers to Seller:

Shell shall pay the Shell Proportionate Share of the Performance Deposit and CNRL shall pay the CNRL Proportionate Share of the Performance Deposit to the Escrow Agent in cash no later than two (2) Business Days after the Execution Date in order to assure Buyers’ performance of their obligations hereunder. The Performance Deposit shall be held pursuant to this Agreement and the Escrow Agreement until Closing and, subject to Section 2.9, if Closing occurs, the Performance Deposit (plus accrued interest payable to Seller under the Escrow Agreement, if any, less the Escrow Agent’s fees deducted from the escrow account balance, if any) shall be paid to Seller and applied (pro rata based on the Shell Proportionate Share and CNRL Proportionate Share, respectively, on the Closing Date) as a credit against the Adjusted Initial Payment Amount payable by Buyers at Closing. If this Agreement is terminated without a Closing, then the distribution of the Performance Deposit shall be governed by the provisions of Section 10.3 and the Escrow Agreement.

At Closing:

Subject to Sections 8.6, 11.3(a), 11.17 and 11.18, on the Final Payment Date:

Each Party covenants to provide directions to the Escrow Agent consistent with the handling of the Performance Deposit in this Section 2.2 and Section 10.3.

Shell shall provide its Credit Support to Seller; and

CNRL shall provide its Credit Support in respect of the Break Fee to Seller.

The Initial Payment Amount shall be adjusted upward by the following amounts (without duplication):

The Initial Payment Amount shall be adjusted downward by the following amounts (without duplication):

The adjustment of the Initial Payment Amount under this Section 2.4 and the payment of the Adjusted Initial Payment Amount under Section 2.2(d) shall be deemed to satisfy the relevant Person’s obligation to pay the Net Amount Owed to/from Seller Group at Closing.

On or before one hundred twenty (120) days after Closing, Buyers shall prepare and deliver to Seller a draft of the proposed final settlement statement (the “Final Settlement Statement”) setting forth Buyers’ good faith determination of the final Initial Payment Amount (the “Final Initial Payment Amount”), reflecting each adjustment made in accordance with Section 2.4, which shall be computed in accordance with the terms of this Agreement and include such data and information as Seller may reasonably request supporting the amounts reflected on the Final Settlement Statement. The Effective Date Working Capital adjustment included in the Final Settlement Statement shall (i) exclude accounts receivable pertaining to revenues and proceeds earned prior to the Effective Date that Company, employing reasonable and customary efforts, has been unable to collect, if any, and (ii) exclude accounts payable pertaining to costs and expenses incurred prior to the Effective Date that Company has not paid, each as determined at the time Buyer delivers the proposed Final Settlement Statement to Seller. Buyers shall provide Seller and its representatives reasonable access to Buyers’ personnel, including internal accountants, to permit Seller to perform or cause to be performed an audit of the Final Settlement Statement, at Seller’s sole expense. The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. As soon as practicable, and in any event within forty‑five (45) days, after receipt of the Final Settlement Statement, Seller shall return to Buyers a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Determination Notice”). Any changes not so specified in the Determination Notice shall be deemed waived, and Buyers’ determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Determination Notice shall prevail. If Seller fails to timely deliver a Determination Notice to Buyers containing changes Seller proposes to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Buyers will be deemed to be correct and will be final and binding on the Parties and not subject to further audit or arbitration. If the Final Initial Payment Amount set forth in the Final Settlement Statement is mutually agreed upon by Seller and Buyers, the Final

Subject to matters for which a Party has an obligation pursuant to Sections 2.2(e), 8.6(c), 12.6(d) and Article 11, the Final Settlement Statement shall be the final accounting for any and all revenues, proceeds and expenses, and there shall be no adjustment for, or obligation to pay, any revenues, proceeds or expenses between the Parties following the Final Settlement Statement.

If a Buyer determines that:

Upon delivery of the Buyer Adjustment Notice:

Within five (5) Business Days after the delivery of the Buyer Adjustment Notice:

For certainty, nothing in the operation of this Section 2.9 shall have the effect of expanding or increasing Seller’s representations, warranties, indemnities and obligations hereunder, including in respect of any qualification of awareness or knowledge of any Party, and the Unwilling Buyer will be considered a Party and Buyer with respect to all limitations, qualifications and exclusions relating to Seller’s representations, warranties, indemnities and obligations hereunder.

April 28, 2017; and

the date that is the last Business Day of the calendar month in which Buyers give Seller Notice that the last Applicable Regulatory Approval has been received, provided, however, that if such last Business Day is less than seven (7) Business Days after Seller receives such Notice, then Closing shall occur on the fifteenth (15th) calendar day of the next calendar month, or the next Business Day if such day is not a Business Day,

deliver to Seller:

deliver to the Escrow Agent Buyer executed joint instruction letter in respect of the release of the Performance Deposit and any interest accrued thereon that is payable to Seller under the Escrow Agreement less any Escrow Agent fees deducted therefrom to Seller.

deliver to each Buyer:

deliver to the Escrow Agent Seller executed joint instruction letter in respect of the release of the Performance Deposit and any interest accrued thereon that is payable to Seller under the Escrow Agreement less any Escrow Agent fees deducted therefrom to Seller.

Shell has relied or shall rely solely on its own independent investigation and evaluation of Company and the Assets and the advice of its own legal, tax, economic, Environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and not on any comments, statements, projections or other materials made or given by any representatives or consultants or advisors of Seller or Company; and

as of the Closing Date, has satisfied itself through its own due diligence as to the Environmental and physical condition of and contractual arrangements and other matters affecting the Assets or Company.

CNRL has relied or shall rely solely on its own independent investigation and evaluation of Company and the Assets and the advice of its own legal, tax, economic, Environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and not on any comments, statements, projections or other materials made or given by any representatives or consultants or advisors of Seller or Company; and

as of the Closing Date, has satisfied itself through its own due diligence as to the Environmental and physical condition of and contractual arrangements and other matters affecting the Assets or Company.

Seller is a company duly formed, validly existing and in good standing under the laws of the Netherlands and has the requisite power and authority to own the Company Shares.

Company is a corporation duly formed, validly existing and in good standing under the laws of Alberta, Canada, and Company has all requisite power and authority to own and operate its property (including its interests in the Assets) and to carry on its business as now conducted. Company is duly registered or qualified to do business in all jurisdictions in which it carries on business or owns assets and such qualification is required by Applicable Law, except where the failure to be so qualified would not materially and adversely affect the ability of Company to perform its obligations hereunder.

conflict with or result in a breach of any provisions of the organizational documents of Seller or Company;

result in a default or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration, in each case in any material respect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or other agreement to which Seller is a party or by which Seller or any of its property (including the Company Shares) may be bound which would materially and adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement or perform its obligations hereunder;

result in a default or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration, in each case in any material respect, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or other agreement to which Company is a party or which otherwise relates to the Assets; or

subject to obtaining Applicable Regulatory Approvals, violate any Applicable Law related to Seller, Company, the Company Shares or the Assets in any material respect.

There is no suit, action, litigation or arbitration by any Person or before any Governmental Authority pending, or to Seller’s Knowledge, threatened in writing against Seller that would materially and adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement or perform its obligations hereunder. Notwithstanding the foregoing, to the extent applicable to the Shell Operated Assets, Seller’s representations and warranties in this Section 6.6(a) are limited to only those matters, events and circumstances of which Seller has Knowledge and of which neither Buyer is aware.

Other than as set forth in the Disclosure Schedule:

there are 1,000 Company Shares and no other Interests in or in respect of Company outstanding;

there are no outstanding:

each of the outstanding Company Shares is duly authorized, validly issued, fully paid and non-assessable;

there is no agreement, irrevocable proxies, voting trust or other Contract to which Company is a party or by which it is bound relating to the voting of the Company Shares; and

there are no bonds, debentures, notes or other indebtedness of Company having the right to vote (or convertible into or exchangeable for securities having the right to vote or consent) on any matters on which equity holders of Company may vote.

The Company Financial Statements were prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the financial position, results of operations and cash flows of Company as of the dates thereof and for the periods indicated therein and reflect reserves required by GAAP, if any, of Company.

The Company Trial Balance is derived from the books and records of Company and accurately reflects such books and records in all material respects, and fairly presents the financial position of Company on December 31, 2016.

as disclosed or reflected in the Company Financial Statements;

for liabilities and obligations incurred in the ordinary course of business and consistent with past practice and in compliance with Applicable Law since December 31, 2015; and

for liabilities and obligations in respect of the Shell Operated Assets,

the interest of Seller in and to the Tangibles is equivalent to the interest of Seller in and to the corresponding Petroleum and Natural Gas Rights;

none of the Tangibles are subject to a sale leaseback arrangement nor have any Tangibles been Encumbered since the Effective Date; however, notwithstanding the foregoing, to the extent applicable to the Shell Operated Assets, Seller’s representations and warranties in this Section 6.20(b) are limited to only those matters, events and circumstances of which Seller has Knowledge and of which neither Buyer is aware;

the Tangibles related to the Company Operated Assets have not been removed from their locations since the Effective Date other than in the ordinary course of business; and

to Seller’s Knowledge, the Tangibles related to the Third Party Operated Assets have not been removed from their locations since the Effective Date other than as required in the ordinary course of business.

any covenant expressly prohibiting, or materially restricting its right to (i) compete in any line of business or geographic region, or (ii) conduct any material business practice of Company as conducted at the Execution Date; or

any material active areas of mutual interest provisions or areas of exclusion.

the Company Operated Assets have been duly paid or provided for in the accounts of Company; and

the Third Party Operated Assets, to Seller’s Knowledge have been duly paid or provided for in the accounts of Company.

The Company Operated Assets have been operated and, if applicable, abandoned in all material respects in accordance with good oil and gas field practices and Applicable Law.

To Seller’s Knowledge, the Third Party Operated Assets have been operated and, if applicable, abandoned in all material respects in accordance with good oil and gas field practices and Applicable Law.

Company is covered by the Insurance Policies issued in favor of Company, which Company has determined to be commercially reasonable, taking into account the industries in which the Company operates.

With respect to each Insurance Policy:

is not a party to any arrangement or understanding with local First Nations or Métis or tribal or native groups or communities in the vicinity of the Company Operated Assets, or to Seller’s Knowledge, the Third Party Operated Assets; and

as of the Execution Date, Company has not received notice of any claim with respect to the Company Operated Assets or, to Seller’s Knowledge, the Third Party Operated Assets, by any First Nations or Métis or tribal or native groups, Alberta Environment, the Minister of Environment or any other Governmental Authority, indicating that any of the Company Operated Assets or the Third Party Operated Assets infringe upon or have an adverse effect on aboriginal rights or interests of such First Nations or Métis or tribal or native groups.

Company has filed all Tax Returns, including any elections and designations required by or referred to in any such Tax Returns, which were required to be filed by it with any Governmental Authority prior to the Execution Date. All Tax Returns filed by Company are accurate and complete in all respects.

Company has withheld, and will continue until the Closing Date to withhold, any Taxes that are required by Applicable Law to be withheld and has timely paid or remitted, and will continue until the Closing Date to pay and remit, on a timely basis, the full amount of any Taxes that have been or will be withheld, to the applicable Governmental Authority.

Company has paid and will continue until the Closing Date to pay all Taxes, including any amount due on or before the Closing Date, including installments or prepayments of Taxes, which are required to have been paid to any Governmental Authority pursuant to Applicable Law, and no deficiency with respect to the payment of any Taxes or Tax installments has been asserted against it by any Governmental Authority. Company has not incurred any liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for Taxes or realized any income or gain for Tax purposes otherwise than in the usual and ordinary course of its business. Other than Taxes provided for in the Effective Date Working Capital, Company has no liability or obligation in respect of any Taxes for any Taxable periods ending on or before the Effective Date, and where no Taxable period ends or is deemed to end on or immediately prior to the Effective Date, no liability or obligation for Taxes in respect of any time or event prior to the Effective Date. There are no Financial Encumbrances or any rights of others on any of the Company Operated Assets, or to the Knowledge of Seller, the Third Party Operated Assets, that arose in connection with any failure (or alleged failure) to pay any Tax when due.

The income Tax liability of Company has been assessed by the relevant Governmental Authority in respect of the Taxation years of Company ending before the Execution Date.

Company has no outstanding assessments or reassessments for Taxes, and Seller has no Knowledge of any threatened or potential assessment, reassessment or other proceedings, negotiations or investigations in respect of Taxes, against Company.

Company is not a party to any agreement, waiver or arrangement with any Governmental Authority that relates to any extension of time with respect to the filing of any Tax Return, any payment of Taxes or any assessment or reassessment relating to any Tax Return or the payment of any Taxes.

Company has not made any elections in respect of Taxes pursuant to Applicable Law.

No facts, circumstances or events exist or have existed that have resulted in or may result in the application of any of sections 79 to 80.04 of the Tax Act to Company.

Company is not subject to liability for Taxes of any other Person. Company has not acquired property from any Person in circumstances where Company did or could become liable for

Company has never been required to file any Tax Return with, and has never been liable to pay any Taxes to, any Governmental Authority outside Canada. No Claim has ever been made by a Governmental Authority in a jurisdiction where Company does not file Tax Returns that it is or may be subject to the imposition of any Tax by that jurisdiction.

Company is duly registered with the CRA under the Excise Tax Act (Canada) for purposes of the goods and services tax (“GST”). All input tax credits claimed by any such company for GST purposes were calculated in accordance with Applicable Law. Company has complied with all registration, reporting, payment, collection and remittance requirements in respect of GST and provincial sales tax or harmonized tax legislation.

Company has not claimed any reserves for purposes of the Tax Act (or analogous provincial or similar provisions) for the most recent Taxation year ending prior to the Execution Date.

Company has not made any payment, nor is obligated to make any payment, and is not a party to any agreement under which it could be obligated to make any payment, that may not be deductible by virtue of section 67 or 78 of the Tax Act or any analogous provincial or similar provision.

Records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act have been made and obtained by Company with respect to all transactions between Company and any non-resident Person with whom Company was not dealing at arm’s length within the meaning of the Tax Act, during a Taxation year commencing after 1998 and ending on or before the Closing Date.

Buyers have been provided with copies of the Tax Returns of Company for all periods up to and including December 31, 2015 and all communications to or from any Governmental Authority relating to the Taxes of Company, to the extent relating to periods or events in respect of which any Governmental Authority may by law assess or otherwise impose any such Tax.

Company’s tax pools at December 31, 2015 were not less than $2,840,313,830, including not less than: (i) $809,995,100 of non-capital losses; (ii) $146,833,949 of cumulative Canadian exploration expenditure; (iii) $8,467,206 of cumulative Canadian development expenditure; (iv) nil cumulative Canadian oil and gas property expenditure; (v) $1,865,059,196 in aggregate of undepreciated capital cost (including not less than $1,395,701,545 of Class 41 undepreciated capital cost); and (vi) $9,958,379 of cumulative

with respect to the Material Contracts related to the Company Operated Assets:

with respect to the Material Contracts related to the Third Party Operated Assets, to Seller’s Knowledge:

with respect to the Material Contracts related to the Shell Operated Assets and to which Shell or an Affiliate of Shell is not a party, to Seller’s Knowledge:

Company is not indebted in a non-arm’s length transaction to:

no such Person is a party to any non-arm’s length loan, Contract, arrangement or understanding or other transaction with Company other than in the ordinary course of business and consistent with past practices.

The Disclosure Schedule contains a complete and accurate list of all individuals employed by Company (“Employees”), all contractors retained by Company to provide personnel to augment Company staff (“Contractors”) (collectively, the “Service Providers”), and all officers and directors of Company, including identifying which officers and directors are not Service Providers.

Except in the ordinary course of business consistent with past practices, Company does not have any agreements, policies or understandings with any Service Providers with respect to any increase in compensation or any change in existing Employee Plans or entitlements.

Neither Company nor Seller has made any promise or commitment to any Employee to create any new Employee Plan or improve any existing Employee Plan.

Company is not a party to any written employment contract, severance or termination notice agreement, non-compete or non-solicitation agreement with any Service Provider.

Company is in material compliance with all Applicable Laws respecting employment including privacy, employment standards, workers’ compensation, human rights, and occupational health and safety, and to the Knowledge of Seller there are no outstanding actual or threatened claims, complaints, investigations or orders under any such Applicable Law.

There are no payments owing, or that will become owing by Company, in connection with this transaction to any non-Employee director, non-Employee officer or Service Provider of Company, including under any contract, bonus plan, retention arrangement, change of control agreement, or severance obligations or otherwise.

Company is not subject to any collective agreement and has not made any contracts, letters of understanding or letters of adherence with any labor union or employee association nor made any commitments to or conducted any negotiations with any labor union or employee association with respect to any future agreements, nor have there been any attempts to organize, establish or certify any labor union or employee association, with respect to any Service Providers, nor is there any existing certification, interim certification or voluntary recognition of any union with regard to any Employee or former Employee.

All employment and contractor costs in respect of each Service Provider have been paid or accrued in the ordinary course, including premium contributions, remittance and assessments for employment insurance, employer health Tax, Canada Pension Plan, income Tax, workers’ compensation, wages, Taxes, salaries, commissions and employee benefit plan payments, contributions and premiums.

Company does not have, and has no liability or obligation with respect to, any defined benefit pension plan or any registered pension or retirement income or savings plan or benefit with respect to Employees.

With respect to Employees there are no unfair labor practice complaints, grievances, arbitration proceedings or other employment related claims ongoing, pending or, to the Knowledge of Seller, threatened against the Company with respect to any Employees.

Except as set out in the Service Provider Letter, no Employee has a non-compete or non-solicitation agreement with Company that would limit or affect the post-Closing activities of such Employee.

There has been no Release by Company at, on, under or adjacent to any Company Operated Assets, or to Seller’s Knowledge, any Third Party Operated Assets in quantities or under circumstances that would require material investigation or remedial action pursuant to applicable Environmental Laws.

None of the Company Operated Assets, nor to Seller’s Knowledge none of the Third Party Operated Assets is or has been proposed for designation as a contaminated site or similar designation pursuant to Environmental Laws or is the subject of any Claims, including environmental protection orders issued by any Governmental Authority.

There are no pending Claims, nor to Seller’s Knowledge any threatened Claims, in each case against Company in respect of the Company Operated Assets arising out of any Environmental Laws.

To Seller’s Knowledge, there are no pending or threatened Claims in each case against Company in respect of the Third Party Operated Assets arising out of any Environmental Laws.

To the extent required by Environmental Laws, all Releases pertaining to or affecting the Company Operated Assets, and to Seller’s Knowledge the Third Party Operated Assets have been reported to the appropriate Governmental Authority.

Company has not received: (i) any order or directive which relates to Environmental matters that require any material work, repairs, construction or capital expenditures related to the Company Operated Assets, or, to Seller’s Knowledge, the Third Party Operated Assets; or (ii) any demand or notice with respect to the material breach of any Environmental Law applicable to Company or the Company Operated Assets or to Seller’s Knowledge, the Third Party Operated Assets, including any regulations respecting the use, storage, treatment, transportation or disposition of Hazardous Substances.

There are no material environmental assessments, reports, audits and other documents in Company’s possession (to the extent not superseded by a subsequent assessment, report, audit or other document, as applicable) relating to the Company Operated Assets or to Seller’s Knowledge, the Third Party Operated Assets, or any other such assessments, reports, audits and other documents which, to Seller’s Knowledge, are in Company’s possession that relate to the current or past Environmental condition of any of Company Operated Assets or the Third Party Operated Assets.

is a Supporting Term Shipper in respect of the Northern Gateway pipeline project;

has not, as of the Execution Date, received confirmation that its Letter of Support has been accepted by Transporter;

is not a Funding Participant in respect of the Northern Gateway pipeline project;

has not endorsed or approved the Preparation Plan;

has not consented or otherwise endorsed or approved the acceleration or commencement of the Technical Studies and the development of the Finance Plan;

has not, as of the Execution Date, received notification from the Transporter that all of the Transporter Conditions have been satisfied or waived;

has not executed a Transportation Services Agreement; and

has no ongoing financial obligation or liability in respect of the Northern Gateway pipeline project.

Company has materially performed all respective obligations required to be performed by it as of the Execution Date under the Reclamation Trust Agreement and Company is not in material breach or material default under the Reclamation Trust Agreement; and

neither Seller nor Company has received any notice (whether written or oral) of any material breach or material default under the Reclamation Trust Agreement nor, to the Knowledge of Seller, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material breach or material default under the Reclamation Trust Agreement by any other party thereto.

Company is not a party to any arrangement or understanding with local First Nations or Métis or tribal or native groups or communities in the vicinity of the Shell Operated Assets.

As of the Execution Date, Company has not received notice of any claim with respect to the Shell Operated Assets, by any First Nations or Métis or tribal or native groups, Alberta Environment, the Minister of Environment or any other Governmental Authority, indicating that any of the Shell Operated Assets infringe upon or has an adverse effect on aboriginal rights or interests of such First Nations or Métis or tribal or native groups.

such Material Contracts are valid and binding obligations of Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws relating to or affecting creditors’ rights generally and to general principles of equity;

Company has materially performed all respective obligations required to be performed by it as of the Execution Date under such Material Contracts and Company is not in material breach or material default under any such Material Contract;

neither Seller nor Company has received any notice (whether written or oral) of any material breach or material default under any such Material Contract nor does there exist any condition which with the passage of time or the giving of notice or both would result in such a material breach or material default under any such Material Contract by any other party thereto; and

no such Material Contract includes any change of control provision or other provisions that would require the consent of any Person, or a payment by Company to any Person, in connection with the transaction contemplated by this Agreement.

There has been no Release at, on, under or adjacent to any Shell Operated Assets in quantities or under circumstances that would require material investigation or remedial action pursuant to applicable Environmental Laws.

None of the Shell Operated Assets is or has been proposed for designation as a contaminated site or similar designation pursuant to Environmental Laws or is the subject of any Claims, including environmental protection orders issued by any Governmental Authority.

There are no pending or threatened Claims in each case against Company in respect of the Shell Operated Assets arising out of any Environmental Laws.

To the extent required by Environmental Laws, all Releases pertaining to or affecting the Shell Operated Assets have been reported to the appropriate Governmental Authority.

To the extent required by Environmental Laws, all Releases pertaining to or affecting the Shell Operated Assets have been reported to the appropriate Governmental Authority.

Company has not received:

the business of Company shall, in all material respects, be conducted in the ordinary course of business consistent with past practice, and Seller shall cause Company to (i) use commercially reasonable efforts to maintain and preserve Company’s business organization, assets, properties, Employees, goodwill and business relationships, and (ii) to consider any other action reasonably requested by Buyers, consistent with the JV Assets Agreements and Company’s business plans, in order to avoid any material impairment of the condition of

except as otherwise provided in Section 8.9, it will promptly advise Buyers in writing of any Material Adverse Effect in respect of Company that occurs during the Pre-Closing Period;

it will cause Company to maintain all of the Non-JV Assets in the same condition as they now exist, ordinary wear and tear excepted;

it will cause Company to maintain the Records in the ordinary course and record all transaction on a basis consistent with past practice;

Company shall not:

Company shall not, except to comply with its legal and existing contractual obligations:

During the Pre-Closing Period, Seller will, and will cause Company to, afford Buyers reasonable access with prior notice, during normal business hours and in such manner as not to unreasonably interfere with normal operation of Seller’s or Company’s business, to the Records for the purpose of Buyers conducting a reasonable due diligence review of Company, but only to the extent that Seller or Company may do so without violating any obligations to a Third Party and to the extent that Seller or Company has the authority to

During the Pre-Closing Period, and, if Closing occurs, for a period of one (1) year after the Closing Date, as reasonably requested by CNRL for the purposes of making disclosures to the Financing Providers in order to obtain the Financing, Seller shall provide to CNRL, and CNRL shall be permitted to disclose to the Financing Providers, such information as is contemplated by Section 12.6, on such terms and conditions as provided in Section 12.6, mutatis mutandis.

Notwithstanding Sections 8.2(a) and 8.2(b), Buyers shall have no right of access to, and Seller shall have no obligation to provide to Buyers, either directly or through Company, information relating to:

Buyers shall hold in confidence all such information and information received or reviewed in accordance with this Section 8.2 on the terms and subject to the conditions contained in the Confidentiality Agreement.

Seller shall and shall cause Company to terminate each Seller Group Contract effective on or prior to the Closing Date without any termination payment or other liability of either party thereto or either Buyer as a result of such early termination. For greater clarity: (i) each member of Seller Group and Company shall be entitled to receive payment of all liabilities which are bona fide incurred and accrued under such Seller Group Contract, and Seller and Company shall make all such payments prior to Closing; and (ii) except as set out in Section 8.3(a)(i) and in respect of any Net Amount Owed to/from Seller Group, there shall not be any adjustment to the Purchase Price pursuant to Section 2.4(a), 2.4(b), 2.7 or otherwise hereunder as a result of any such early termination. Seller, Company, and each party to Seller Group Contracts shall execute a mutual release of all liabilities under each Seller Group Contract with such mutual releases to be effective as of Closing.

Seller shall and shall cause Company to use reasonable efforts to settle all amounts owing by Company to Seller Group and by Seller Group to Company, including any amounts under

Seller shall cause Company to use reasonable efforts to finalize the dissolution of the Company Subsidiaries prior to Closing.

Seller shall and shall cause Company to convey the Excluded Assets, other than the Company Subsidiaries, to Seller or Seller’s nominee at or before Closing for nominal consideration, and Buyers shall provide reasonable assistance therewith.

As promptly as practicable, but in no event later than ten (10) Business Days following the Execution Date, CNRL shall file with the Commissioner a request for an ARC or a no action letter in respect of the transactions herein. If requested by the Buyers, each of the Parties shall file with the Commissioner the notification required under section 114(1) of the Competition Act for the transactions herein within ten (10) Business Days following such request.

Shell shall file an application for Investment Canada Approval as promptly as practicable, but in no event later than fifteen (15) Business Days following the Execution Date.

With respect to obtaining the Applicable Regulatory Approvals, each Party shall:

With respect to, and in connection with obtaining, Competition Act Approval:

With respect to, and in connection with obtaining, Investment Canada Approval, if required:

All filing fees and applicable taxes payable in respect of obtaining the Applicable Regulatory Approvals shall be paid by Buyers.

Notwithstanding any provision in this Agreement, including this Section 8.4, but subject to the obligation to proceed diligently and in good faith, and to use commercially reasonable efforts to satisfy and comply with and assist in the satisfaction compliance with the conditions of Closing as they pertain to Applicable Regulatory Approvals, Buyers shall not be required to divest, or hold separately, any business or assets of Buyers or the Assets or to take a measure or behavioral remedy that may be necessary to secure the Applicable Regulatory Approvals, if any such actions or measures would:

If any Party is required to consult with or provide information to another Party that the providing Party determines, acting reasonably, to relate to, or to be competitively or commercially sensitive information (or otherwise reasonably determines in respect thereof that disclosure should be restricted), the providing Party may restrict such consultation with or provision of such information to the other Party’s legal counsel (including in-house legal counsel unless the context otherwise specifies) and shall provide a redacted copy of such information excluding such competitively or commercially sensitive information from such information.

Each Party shall give Notice to each other Party when it obtains an Applicable Regulatory Approval, if a Governmental Authority refuses to give an Applicable Regulatory Approval, or if that Party determines that an Applicable Regulatory Approval is not required.

Seller shall have the continuing right until not later than seven (7) Business Days prior to Closing to add to, supplement or amend the Disclosure Schedule and the MOCC-Contract List with respect to any matters which, if known on the Execution Date, would have been required to be set forth or described in the Disclosure Schedule or MOCC-Contract List (each a “Disclosure Update”). Seller shall give Notice to Buyers of all such Disclosure Updates.

Each Buyer shall give Seller Notice of any Disclosure Update Defects and/or any Pre-Closing Defects as soon as reasonably practical and in any event prior to the Closing Date. A Buyer’s delivery of such Notice, or its failure to give such Notice, shall not prejudice such Buyer’s rights under Section 11.1(a) in respect of Disclosure Update Defects and Pre-Closing Defects, as applicable, if Closing occurs.

If Buyers or Seller believe that any Disclosure Update Defect or Pre-Closing Defect, alone or in the aggregate with all other Disclosure Update Defects and Pre-Closing Defects, is or are reasonably expected to result in Claims for Losses under Section 11.1(a) of twenty-five (25)% or more of the unadjusted Purchase Price, either Buyers or Seller may elect, prior to Closing, in their sole discretion, to terminate this Agreement. If a Party terminates this Agreement in accordance with this Section 8.5(c) such termination shall be, without prejudice to Section 10.3, the Parties’ sole and exclusive remedy in respect of any Disclosure Update Defects and Pre-Closing Defects and each Party hereby waives all other rights and remedies (whether now existing or hereafter arising and including all common law, tort, contractual, equitable and statutory rights and remedies) that it may have against the other Parties in connection with any Disclosure Update Defects and Pre-Closing Defects. Any dispute between Seller and Buyers regarding the existence of the right to terminate set out herein, shall be resolved by an expedited arbitration process in accordance with Section 12.12, except that an arbitration shall be commenced within fifteen (15) days of the Initial Notice, the time for the responding Party to submit its answer to the demand for arbitration and nominate its arbitrator is abridged to fifteen (15) days, the time for the Parties to jointly nominate the third arbitrator is fifteen (15) days, and the arbitration award shall be issued within sixty (60) days of commencing arbitration, and, in the event the last Applicable

Except as set forth in Section 8.5(c), Buyers shall not be entitled to terminate this Agreement for any breach of Seller’s representations and warranties.

All Claims arising out of Disclosure Update Defects and Pre-Closing Defects shall be deemed to be Claims for Losses for all purposes under this Agreement.

Seller hereby represents that Seller is resident in the Kingdom of the Netherlands for purposes of the Canada-Netherlands Tax Treaty, and that the Company Shares will constitute “treaty-protected property” and “treaty-exempt property” of Seller at the time of Closing for the purposes of section 116 of the Tax Act.

Subject to Section 8.6(c), each Buyer agrees not to withhold, pursuant to section 116 of the Tax Act, any portion of its respective portion of the Purchase Price.

Clearance Certificate

If Closing occurs, and whether or not any payment is made as aforesaid to the Receiver General for Canada, Seller shall indemnify and save harmless each Buyer from and against any and all damages, liabilities, costs, charges, interest, penalties or expenses of any nature whatsoever suffered, incurred or payable by each Buyer in respect of the foregoing or as a result of, or by reason of, the failure to withhold and remit any amount owing pursuant to section 116 of the Tax Act, within the time specified for such remittance in subsection 116(5) of the Tax Act, in connection with the acquisition by each Buyer of any Company Shares from Seller, including in respect of any Claims made by Buyers following the Final Payment Date pursuant to this Section 8.6(d).

Notwithstanding anything to the contrary contained in this Agreement, the indemnity in Section 8.6(d) shall terminate and be of no further effect only if and when Seller obtains a Clearance Certificate in respect of the disposition of the Company Shares pursuant to this Agreement.

Seller agrees that, at Closing, it will execute and deliver to Buyers Part D of the CRA form titled: “NOTIFICATION OF AN ACQUISITION OF TREATY-PROTECTED PROPERTY FROM A NON-RESIDENT SELLER”.

Seller shall pursue the release or termination of any Seller Group Guaranties and Letters of Credit listed as items 3, 4 and 7 in Exhibit F; and

Buyers, with the support of Seller, shall diligently pursue and use commercially reasonable efforts to obtain the release or termination of all other Seller Group Guaranties and Letters of Credit with effect from the Closing Date, including by providing any replacement security required to obtain the release or termination of the Seller Group Guaranties and Letters of Credit.

Prior to Closing, Buyers shall not use the Disclosed Personal Information for any purposes other than those related to the performance of this Agreement and the completion of the transaction and will comply with applicable Privacy Laws in that regard.

Buyers acknowledge and confirm that the disclosure of Personal Information is necessary for the purposes of determining if Buyers shall proceed with the transaction, and that the disclosure of Personal Information relates solely to the carrying on of the business of Company, or the completion of the transaction.

Buyers shall at all times keep strictly confidential all Disclosed Personal Information provided to it, and shall instruct those employees or other service providers responsible for processing that Disclosed Personal Information to protect the confidentiality of that information in a manner consistent with Buyers’ obligations hereunder. Buyers shall ensure that access to the Disclosed Personal Information shall be restricted to those Service Providers of Buyers who have a bona fide need to access that information.

If this Agreement is terminated for any reason whatsoever, Buyers shall:

If any Project Assets, or any portion thereof, are materially damaged or destroyed by fire or other casualty loss during the Pre-Closing Period and Company’s share of the Restoration Cost therefor are $50,000,000 or more (a “Casualty Loss”), Shell shall give Notice to the other Parties within two (2) Business Days of the Casualty Loss, which Notice shall include reasonable details of the Casualty Loss and Project Assets affected, Shell’s determination of Company’s share of the cost of restoring such damaged or destroyed Project Assets to a condition reasonably comparable to its prior condition (such cost of restoration with respect to any Project Assets, as estimated by a qualified firm and selected by Shell in good faith) (“Restoration Cost”). Subject to Seller’s right to challenge and audit the Restoration Cost, Seller may, in its sole discretion, elect to (i) reduce the Purchase Price by the Restoration Cost, or (ii) pay Company an amount equal to the net insurance proceeds of the Casualty Loss within thirty (30) days following receipt thereof.

In the event of a disagreement between Seller and Buyers regarding the quantum of the Restoration Cost, the Parties agree to submit to expedited administered expert proceedings in accordance with the International Chamber of Commerce Rules for the Administration of Expert Proceedings (2015), which are incorporated herein by reference. The Parties, with Buyers considered as one Party and Seller considered as the other Party, shall agree on the appointment of an independent, qualified expert, failing which, an expert shall be appointed by the International Chamber of Commerce Centre for ADR. Any hearings under the expert proceedings shall take place in Calgary, Alberta. The Parties agree that the findings of the expert shall be contractually binding on them. The conduct of the expert proceedings and the information arising therein is to be kept confidential except as otherwise required by Applicable Law. In the event that the last Applicable Regulatory Approval has been received, the Closing Date (if Closing occurs) shall be deferred until the date that is the last Business Day of the calendar month in which such determination is made, provided, however, that if such last Business Day is less than seven (7) Business Days after such determination is made, then Closing shall occur on the fifteenth (15^th) calendar day of the next calendar month, or the next Business Day if such day is not a Business Day, and the Outside Date shall be deferred until the later of: (i) the date falling nine (9) months after the Execution Date; and (ii) the date falling thirty (30) days after the Closing Date as determined pursuant to this Section 8.9(b).

If the Restoration Cost as agreed to between Seller and Buyers, or as otherwise determined pursuant to Section 8.9(b), is equal to or greater than 25% of the unadjusted Purchase Price, either Buyers or Seller may elect, within two (2) Business Days of Shell’s Notice under Section 8.9(a), or if the Restoration Cost is in dispute, within two (2) Business Days of the determination of the Restoration Cost pursuant to Section 8.9(b), in their sole discretion, to terminate this Agreement. If Buyers terminate the Agreement in accordance with this Section

If any Non-JV Assets or Third Party Operated Assets, or any portion thereof, are damaged or destroyed by fire or other casualty loss between the Effective Date and the Execution Date, and Company is entitled to pursue a claim under the Insurance Policies for such casualty loss, then Seller will pursue (and will cause Company to pursue prior to Closing) such claim. Buyers shall reimburse Seller Group for all reasonable costs that Seller Group incurs in pursuing any such claims. If Seller is successful in pursuing such claim, then Seller shall pay each Buyer its Proportionate Share of the net proceeds that Seller receives for such claim under the Insurance Policies within thirty (30) Days after receipt thereof. Notwithstanding the foregoing, Seller may elect at any time not to pursue any claim that Company would otherwise be entitled to pursue, and instead pay each Buyer its Proportionate Share of the net proceeds that Company would have been entitled to under the Insurance Policies had Seller successfully pursued such claim.

Within four (4) Business Days of the Execution Date, Seller shall provide Buyers with a complete and accurate list of Employees, specifying their name, length of service, title, location of employment, status as full-time or part-time, compensation (including salary range or wage and any bonuses, allowances, stock options, or other incentive compensation or Employee Plan entitlements, for the past two years), vacation entitlement and any accrued but unused vacation, and whether the Employee is on a leave of absence (and if so, the nature of that leave, the date the leave commenced and the anticipated date of return) (the “Service Provider Letter”). The Service Provider Letter shall also contain a complete and accurate list of Contractors specifying the scope of work, contract term, rates, and termination provisions for each engagement.

No fewer than ten (10) Business Days prior to Closing, one of the Buyers shall advise Employees of the terms of their continued employment with Company or provide such Employees with an offer employment (the terms of continued employment or offer are collectively, an “Offer”) in writing with one of the Buyers. Each Offer shall include terms

if (A) such Pre-Emptive Rights Notice is a request for consent, and (B) the ROFR Transaction and the parties thereto satisfy any and all applicable provisions and requirements of the applicable JV Assets Agreements (including Article 11 (Dispositions) of AOSP Joint Venture Agreement) and any other applicable agreements, cause Company to promptly provide its consent to such ROFR Transaction; and

if such Pre-Emptive Rights Notice is a request for a waiver of such Pre-Emptive Rights, cause Company not to actively waive or to exercise such Pre-Emptive Rights without the prior consent of Buyer; provided however, for certainty, that Seller shall be allowed to cause Company to permit such Pre-Emptive Rights to expire on their terms without the consent of Buyers.

Disclosure Update Defects and Pre-Closing Defects. Buyers shall not have elected to terminate this Agreement pursuant to Section 8.5(c).

No Legal Proceedings. No material Claim by a Third Party shall be pending before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement.

Closing Deliverables. Seller shall have delivered (or be ready, willing and able to deliver at Closing) to Buyers the documents and other items required to be delivered by Seller under Sections 3.4(a)(i), 3.4(a)(vii) and 3.4(b).

Applicable Regulatory Approvals. The Parties have received the Applicable Regulatory Approvals.

No Casualty Loss Termination Election. Buyers shall not have elected to terminate this Agreement pursuant to Section 8.9(c).

Ancillary Transaction. The Ancillary Transaction shall have closed.

Disclosure Update Defects and Pre-Closing Defects. Seller shall not have elected to terminate this Agreement pursuant to Section 8.5(c).

No Legal Proceedings. No material Claim by a Third Party shall be pending before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement.

Closing Deliverables. Buyers shall have delivered (or be ready, willing and able to deliver at Closing) to Seller the documents and other items required to be delivered by Buyers under Sections 3.3(a)(i), 3.3(a)(ii), 3.3(a)(v) and 3.3(b).

Applicable Regulatory Approvals. The Parties have received the Applicable Regulatory Approvals.

No Casualty Loss Termination Election. Seller shall not have elected to terminate this Agreement pursuant to Section 8.9(c).

by Seller, at Seller’s option, if any of the conditions in Section 9.2 have not been satisfied on or before the Outside Date;

by Buyers, at Buyers’ option, if any of the conditions in Section 9.1 have not been satisfied on or before the Outside Date;

by Seller, at Seller’s option, if either Buyer is in breach of its obligation under Section 2.2(c) or 2.9(c)(iv) and, following Notice thereof from Seller to Buyers specifying such breach, such breach is not corrected within a period of four (4) Business Days after Buyers’ receipt of Notice thereof from Seller;

by Buyers, at Buyers’ option, or by Seller, at Seller’s option, pursuant to Section 8.5(c), or 8.9(c); or

by Seller or Buyers if Closing has not occurred on or before the Outside Date.

If this Agreement is terminated:

If this Agreement is terminated and Seller is not entitled to the Performance Deposit and Break Fee Amount under Section 10.3(a), then:

any breach by Seller of any of its representations or warranties contained in Article 6 or Article 7;

any breach by Seller of any of its covenants or agreements under this Agreement, including any indemnity obligations of Seller set out in Section 8.6(d) or elsewhere in this Agreement; and

the Excluded Assets, including the Company Subsidiaries,

any breach by such Buyer of any of its representations or warranties contained in Article 4 (in the case of Shell) or Article 5 (in the case of CNRL);

any breach by such Buyer of any of its covenants or agreements under this Agreement, including any indemnity obligations of such Buyer set out elsewhere in this Agreement;

Company or the Assets, except to the extent that Buyers are entitled to indemnification as set forth in Section 11.1; and

in the case of CNRL: