Director's irrevocable undertaking

"Cove Mozambique"
"Cove Share Options"
"Cove Share Option Schemes"
Cove Energy Mozambique Rovuma Offshore
Ltd
the options over Cove Shares granted under the
Cove Share Option Schemes
the Cove Energy plc Unapproved Share Option
Scheme and the Cove Energy plc Unapproved
Executive Share Option Scheme;
"Cove Shareholder(s)" holders of Cove Shares
"Cove Shares"
"Daily Official List"
"Disclosed"
ordinary shares of 1 pence each in the capital of
Cove
means the daily official list of the London Stock
Exchange
disclosed in:
(i) the Annual Report and Accounts of Cove
or the Interim Results;
(ii) any public announcement by or on
behalf of Cove before 5.00 p.m. on 23
April 2012 (by delivery of an
announcement to a Regulatory
Information Service); or
(iii)any documents or information made
available to Shell Bidco and its
professional advisers prior to 23 April
2012, (a) in the electronic data room
established by Cove for the purpose of
its formal sale process or (b) otherwise in
writing
"Financial Services Authority" or FSA" Financial Services Authority or its successor
from time to time
"First Closing Date" the date which is 21 days after the date of
posting of the Offer Document
"Form of Acceptance"
the Form of Acceptance and Authority relating
to the Offer which will be sent to holders of
certificated Cove Shares along with the Offer
Document
"Independent Competing Offer" an offer (as defined in the Takeover Code)
(whether or not on a pre-conditional basis)
which is announced, made or entered into by a
person (other than Shell Bidco) who is not