DATE: 2..4- 2017 CALL OPTION DEED IN RESPECT OF INTERESTS IN THE SULLOM VOE TERMINAL, THE NINIAN PIPELINE SYSTEM, THE NORTHERN LEG GAS PIPELINE, THE MAGNUS FIELD AND THE MAGNUS SOUTH FIELD Between BP EXPLORATION OPERATING COMPANY LIMITED AND ENQUEST NNS LIMITED UK - 212318988.3 TABLE OF CONTENTS 1. Definitions and Interpretation 1 2. Grant of the Call Option 2 3. Period between signing and exercise of call option 3 4. Termination 3 5. Call Option Guarantee 4 6. General 4 Schedule 1 Form of Call Option Notice 13 Schedule 2 Sale and Purchase Terms 14 1. Definitions and Interpretation 15 2. Agreement to Sell the Additional Sale Interests 33 3. Consideration for the Additional Sale Interests 33 4. Conditions and Termination 34 5. Period between the Call Option Notice Date and Completion 37 6. Completion 37 7. Post Completion 38 8. Seller's Warranties 39 9. Limitations on Seller's Liability and Third Party Claims 40 10. Buyer's Warranties 40 11. Decommissioning, Environment and General Indemnities 40 12. Tax 43 Exhibit 1 Additional Sale Interests Documents 44 Exhibit 2 Consideration Adjustments and payment mechanism 45 Exhibit 3 Period between Signing and Completion 65 Exhibit 4 Completion Obligations 68 Exhibit 5 Seller's Warranties 70 Exhibit 6 Limitations on Seller's Liability 76 Exhibit 7 Buyer's Warranties 82 Exhibit 8 Tax 84 Schedule 3 Form of Call Option Guarantee 89 UK - 212318988.3 THIS DEED is made on I January 2017 BETWEEN: (1) BP EXPLORATION OPERATING COMPANY LIMITED, a company incorporated in England & Wales (company number 00305943), having its registered office at Chertsey Road, Sunbury on Thames, Middlesex, TW16 7BP (the "Seller"); arid (2) ENQUEST NNS LIMITED, a company incorporated in England & Wales (company number 10573715 having its registered office at 5th Floor, Cunard House, 15 Regent Street, London, SW1Y 4LR (the "Buyer"). WHEREAS: (A) The Seller is the owner of the Additional Sale Interests. (B) The Seller has agreed to grant a call option in favour of the Buyer in respect of the Additional Sale Interests on the terms and conditions set out in this Deed (C) EnQuest Parent has agreed to guarantee certain obligations of the Buyer under this Deed pursuant to the Call Option Guarantee (D) The Parties have entered into the following Transaction Documents on the same date as this Deed: (i) the SPA; (ii) the SPA Guarantee; (iii) the Security Trust and Waterfall Deed; and (iv) each of the Transfer of Operatorship Agreements. NOW IT IS HEREBY AGREED AS FOLLOWS: DEFINITIONS AND INTERPRETATION 1.1 Defined terms used in the main body of this Deed and the recitals but not defined in Clause 1.2 below shall have the meanings given to them in Paragraph 1.1 of Schedule 2 1.2 In this Deed, unless the context otherwise requires: "Additional Sale Interests" has the meaning given to it in Schedule 2 "Acquisition" has the meaning given to it in Clause 5.2.1 "Agreed Form Novation Agreement(s)" has the meaning given to it in the Security Trust and Waterfall Deed "Announcement" has the meaning given to it in Clause 6.2.2 "Call Option" has the meaning given in to it Clause 2.1 "Call Option Guarantee" means the deed of guarantee in substantially the form set out in Schedule 3 to be given by EnQuest Parent to the Seller on or before exercise of the Call Option "Call Option Notice" means a notice substantially in the form set out in Schedule 1 "Call Option Notice Date" means the date on which a valid Call Option Notice is received by the Seller pursuant to Clause 2.3 UK - 212318988.3 tall Option Period" has the meaning given to it in Clause 2.3 "Deed" means this Deed, including its recitals and Schedules (and the Exhibits to its Schedules) "Dispute" has the meaning given to it in Clause 6.25 "EnQuest Parent" means EnQuest PLC, a company incorporated in England & Wales (company number 07140891) having its registered office at 5th Floor, Cunard House, 15 Regent Street, London, SW1Y 4LR "Notice" has the meaning given to it in Clause 6.20 "Notified Address" has the meaning given to it in Clause 6.22 "Parties" means the Buyer and the Seller, including their respective successors in title and permitted assigns, and the term "Party" shall be construed accordingly "Permitted Method" has the meaning given to it in Clause 6.21 "Pre-contractual Statement" has the meaning given to it in Clause 6.19 "Re-Transfer SPA" has the meaning given to it in the Security Trust and Waterfall Deed "Sale and Purchase Terms" means the terms and conditions set out in Schedule 2 "SPA" means the sale and purchase agreement in relation to certain interests in the Sullom Voe Terminal, the Ninian Pipeline System, the Northern Leg Gas Pipeline, the Magnus Field and the Magnus South Field between the Buyer and the Seller signed on the same date as this Deed "SPA Guarantee" means the deed of guarantee given by EnQuest Parent to the Seller dated as of the date of this Deed in respect of the Buyer's obligations under the SPA and the Magnus Joint Operating Agreement 2, GRANT OF THE CALL OPTION The Call Option 2.1 The Seller hereby grants to the Buyer an irrevocable and unconditional right to purchase the Additional Sale Interests on the terms set out in this Deed (the "Call Option"). 2.2 On the exercise of Call Option (under and in accordance with Clause 2.3), the Seller shall be bound to sell the Additional Sale Interests to the Buyer, and the Buyer shall be bound to purchase the Additional Sale Interests from the Seller on the Sale and Purchase Terms. Exercise of the Call Option 2.3 The Call Option shall be exercisable at any time on and after 1 July 2018 until on or before 15 January 2019 (such period being the "Call Option Period"), by the Buyer delivering the Call Option Notice to the Seller in accordance Clauses 6.20 to 6.22. 2.4 Without prejudice to the rights of termination set out in paragraphs 4.7, 4.8, 4.9 and 6.2 of Schedule 2, once the Buyer has delivered the Call Option Notice to the Seller in accordance with Clause 2.3, the Call Option Notice shall be irrevocable. 2.5 Nothing in this Deed shall oblige the Buyer to exercise the Call Option and the Buyer may, in its sole discretion, elect whether or not to deliver the Call Option Notice to the Seller. If prior to delivery of a Call Option Notice to the Seller, there is a breach by the Seller of the Seller's Warranties (or an event or circumstance exists which would mean that there would be a breach of the Seller's Warranties when such warranties are given) and the Buyer nevertheless elects to deliver a Call Option Notice to the Seller, any right the Buyer may have to make a Buyer Claim UK - 212318988.3 2 (including a claim for breach of the Seller's Warranties) shall be preserved and shall be unaffected. 2.6 On or before the exercise by the Buyer of the Call Option, the Buyer shall deliver to the Seller the Call Option Guarantee duly executed by EnQuest Parent. No partial exercise 2.7 The Call Option shall be exercisable only in respect of all of the Additional Sale Interests and not in respect of only part or some of the Additional Sale Interests. 3. PERIOD BETWEEN SIGNING AND EXERCISE OF CALL OPTION 3.1 From the date of this Deed and until the Call Option Notice Date or the earlier termination of this Deed in accordance with its terms, the Seller shall comply with the following undertakings: 3.1.1 if completion under the SPA has not occurred, all of the undertakings set out in schedule 3 to the SPA as if set out herein mutatis mutandis (save that references in such undertakings to: (i) the term "Interests" shall be read and construed as if such reference were to the "Additional Sale Interests"; (ii) the term "Interests Documents" shall be read and construed as if such reference were to the "Additional Sale Interests Documents"); or 3.1.2 if completion under the SPA has occurred, those undertakings set out in paragraphs 1.1.1, 1.1.2, 1.1.3, 1.1.4, 1.1.5, 1.1.7, 1.1.9, 1.1.10, 1.1.11, 1.1.12 and 1.1.14 of schedule 3 to the SPA as if set out herein mutatis mutandis (to the extent the same is not available to the Buyer pursuant to the Magnus Joint Operating Agreement) (save that references in such undertakings to: (i) the term "Interests" shall be read and construed as if such reference were to the "Additional Sale Interests"; (ii) the term "Interests Documents" shall be read and construed as if such reference were to the "Additional Sale Interests Documents"), provided that paragraphs 1.2 to 1.4 of schedule 3 of the SPA shall apply mutatis mutandis in respect of the period from the date of this Deed until the date on which the Buyer exercises the Call Option. 3.2 As soon as practicable after the date of this Deed and in any event within four (4) months of the date of this Deed, the Parties shall negotiate in good faith in order to agree an agreed form of joint operating agreement which will be the "New Magnus JOA" for the purpose of the Re- Transfer SPA, and which shall be based on the form of the Transfer JOA (as defined in the Magnus Joint Operating Agreement) with appropriate amendments to reflect the terms of the Re-Transfer SPA.