Noble Energy Credit Agreement

(a) are not shares or other voting shares of the Company and b) (1) no options, warrants or other rights to acquire shares or voting rights of the company or securities converted or exchangeable in shares or securities having the voting interest of the Company (2) in each case, which are related to the value of the company , one or its subsidiaries or part of it, or dividends or other distributions relating to shares of , or other voting shares or rights to vote in the company or in one of its subsidiaries, or which, at any time (effective or contingent), have the right to vote (or are converted into voting shares or against voting securities) or which may be on their terms and (3) have not no preventive or similar rights, subscription or other rights, convertible bonds or other agreements, agreements or obligations of any kind related to the company`s capital, which require the company to issue or exchange shares or voting rights of the company or convertible or exchangeable securities in shares or securities of the Company , or the company for granting this option, option permit, subscription or other right, to extend or contract a convertible guarantee, agreement, agreement or such commitment (points in sub-paragraphs (a) and (b) are called together corporate securities). In the event that Section 5.1 (e) does not permit the repurchase, repurchase or acquisition of corporate securities, with respect to stock options, corporate RSU bonuses, DS premiums and corporate PS bonuses, there is no outstanding commitment from the company or any of its subsidiaries.