SUPPORT AGREEMENTSupport Agreement • October 17th, 2007 • Marathon Oil Corp • Petroleum refining • Alberta
WHEREAS pursuant to an arrangement agreement dated as of July 30, 2007 among Marathon, AcquisitionCo, Western Oil Sands Inc. and WesternZagros Resources Inc. (such agreement, as it may be amended or restated, is hereafter referred to as the “Arrangement Agreement”), the parties thereto have agreed that on the Effective Date (as defined in the Arrangement Agreement) the parties would execute and deliver a support agreement which would govern the relationship among the parties as it related to the issuance and existence of exchangeable shares in the capital of AcquisitionCo (the “Exchangeable Shares”), which will be issued pursuant to the Arrangement Agreement;
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • October 17th, 2007 • Marathon Oil Corp • Petroleum refining • Alberta
MARATHON CANADIAN OIL SANDS HOLDING LIMITED, a corporation existing under the laws of Alberta (hereinafter referred to as “CallCo”)
AMENDING AGREEMENTAmending Agreement • October 17th, 2007 • Marathon Oil Corp • Petroleum refining
MARATHON OIL CORPORATION, a corporation existing under the laws of Delaware (hereinafter referred to as “Marathon” or “Purchaser”)
AMENDED AND RESTATED ARRANGEMENT AGREEMENT AMONG: MARATHON OIL CORPORATION — AND — 1339971 ALBERTA LTD. — AND — WESTERN OIL SANDS INC. — AND — WESTERNZAGROS RESOURCES INC. July 30, 2007Arrangement Agreement • October 17th, 2007 • Marathon Oil Corp • Petroleum refining • Alberta
NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto do hereby covenant and agree as follows:
