Director's irrevocable undertaking

of which is material and likely to have an adverse effect on the Cove
Group taken as a whole or in the context of the Offer;
U )
since 31 December 2010, and except as Disclosed, Shell Bidco not having
discovered:
(i)
that any financial, business or other information concerning the Wider
Cove Group publicly announced or disclosed to any member of the
Wider Shell Group at any time by or on behalf of any member of the
Wider Cove Group is misleading, contains a misrepresentation of fact
or omits to state a fact necessary to make that information not
misleading and which is, in any case, material in the context of the
Wider Cove Group taken as a whole or in the context of the Offer;
(ii) that any member of the Wider Cove Group is subject to any liability,
contingent or otherwise, which is not disclosed in the Annual Report
and Accounts or Interim Results of Cove, and which is material in the
context of the Wider Cove Group or in the context of the Offer; or
(iii) any information which affects the import of any information disclosed
to Shell Bidco at any time by or on behalf of any member of the Wider
Cove Group which is material in the context of the Wider Cove Group;
Environmental and other issues
(k) except as Disclosed, Shell Bidco not having discovered that:
Environmental liabilities
(i)
any past or present member of the Wider Cove Group has not complied
in any material respect with all applicable legislation or regulations of
any jurisdiction or any Authorisations relating to the storage, carriage,
disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment
(including property) or harm human health or otherwise relating to
environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material liability
including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Cove Group; or
(ii) there has been a disposal, discharge, spillage, accumulation, leak,
emission, release or the migration, production, supply, treatment,
storage, transport or use of any waste or hazardous substance or any
substance likely to impair the environment (including any property) or
harm human health which (whether or not giving rise to
non-compliance with any law or regulation) would be likely to give
rise to any material liability (whether actual or contingent) on the part
of any member of the Wider Cove Group; or
(iii) there is or is reasonably likely to be any liability (whether actual or
contingent) or requirement to make good, remediate, repair, re-instate