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0000950142-13-002345 Sample Contracts

Standard Contracts

NOMINATION AND STANDSTILL AGREEMENT
Nomination and Standstill Agreement • December 2nd, 2013 • Talisman Energy Inc • Crude petroleum & natural gas • Alberta

This Nomination and Standstill Agreement, dated December 1, 2013 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Talisman Energy Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: