Razor Energy Corp.

Execution Version

TERM LOAN AGREEMENT

among

RAZOR ROYALTIES LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER, RAZOR HOLDINGS GP CORP.,

as Borrower,

RAZOR ENERGY CORP., as Parent Guarantor,

and

405 DOLOMITE LLC, as Administrative Agent

and

THE LENDERS SIGNATORY HERETO

February 16, 2021

SENIOR SECURED TERM LOAN OF $11,042,617

Page

ARTICLE I DEFINITIONS AND INTERPRETATION ............................................................... 1	ARTICLE I DEFINITIONS AND INTERPRETATION ............................................................... 1
1.1	Terms Defined Above. .................................................................................................... 1
1.2	Additional Defined Terms. ............................................................................................. 1
1.3	Undefined Financial Accounting Terms. ...................................................................... 22
1.4	References. .................................................................................................................... 22
1.5	Articles and Sections. ................................................................................................... 22
1.6	Number and Gender. ..................................................................................................... 22
1.7	Incorporation of Schedules and Exhibits. ..................................................................... 23
1.8	Negotiated Transaction. ................................................................................................ 23
ARTICLE II TERMS OF FACILITY .......................................................................................... 23
2.1	Term Loan. .................................................................................................................... 23
2.2	Use of Loan Proceeds. .................................................................................................. 24
2.3	Repayment of Term Loan. ............................................................................................ 24
2.4	Outstanding Amounts. .................................................................................................. 24
2.5	Taxes and Time, Place, and Method of Payments. ....................................................... 25
2.6	Pro Rata Treatment; Adjustments. ................................................................................ 27
2.7	Voluntary Prepayments. ................................................................................................ 28
2.8	Mandatory Prepayments. .............................................................................................. 29
2.9	Loans to Satisfy Obligations of the Borrower. ............................................................. 29
2.10	General Provisions Relating to Interest. ....................................................................... 29
2.11	Illegality. ....................................................................................................................... 31
2.12	Regulatory Change. ...................................................................................................... 32
2.13	Keepwell. ...................................................................................................................... 32
ARTICLE III CONDITIONS AND SECURITY MATTERS ..................................................... 33
3.1	Initial Funding. .............................................................................................................. 33
3.2	Waiver of Conditions. ................................................................................................... 36
3.3	Exclusivity of Remedies. .............................................................................................. 36
3.4	Form of Security Documents. ....................................................................................... 36
3.5	After-Acquired Property. .............................................................................................. 37
3.6	Undertaking to Grant Additional Fixed Charge Security. ............................................ 37
3.7	Registration of Security Documents. ............................................................................ 38
3.8	PPSA Waiver. ............................................................................................................... 38
ARTICLE IV REPRESENTATIONS AND WARRANTIES ..................................................... 38
4.1	Due Authorization. ........................................................................................................ 38
4.2	Existence. ...................................................................................................................... 39
4.3	Valid and Binding Obligations. .................................................................................... 39
4.4	Security Documents. ..................................................................................................... 39
4.5	Title to Property. ........................................................................................................... 39
4.6	Scope and Accuracy of Financial Statements. .............................................................. 39

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4.7	No Material Adverse Effect or Default. ........................................................................ 40
4.8	No Material Misstatements. .......................................................................................... 40
4.9	No Litigation. ................................................................................................................ 40
4.10	Authorizations; Consents. ............................................................................................. 40
4.11	Compliance with Laws. ................................................................................................ 40
4.12	Canadian Pension Plan. ................................................................................................. 41
4.13	Environmental Laws. .................................................................................................... 41
4.14	Compliance with Federal Reserve Regulations. ........................................................... 41
4.15	Investment Company Act Compliance. ........................................................................ 41
4.16	Proper Filing of Tax Returns; Payment of Taxes Due. ................................................. 41
4.17	Refunds. ........................................................................................................................ 41
4.18	Pre-Paid Contracts. ....................................................................................................... 42
4.19	Intellectual Property. ..................................................................................................... 42
4.20	Casualties or Taking of Property. ................................................................................. 42
4.21	Location of Loan Parties. .............................................................................................. 42
4.22	Subsidiaries. .................................................................................................................. 42
4.23	Compliance with Anti-Terrorism Laws. ....................................................................... 42
4.24	Material Documents. ..................................................................................................... 44
4.25	Related Party Transactions. .......................................................................................... 44
ARTICLE V AFFIRMATIVE COVENANTS ............................................................................. 44
5.1	Maintenance and Access to Records. ........................................................................... 44
5.2	Quarterly Unaudited Financial Statements and Compliance Certificates. ................... 44
5.3	Annual Audited Financial Statements, Compliance Certificate and Environmental
	Certificate. ..................................................................................................................... 45
5.4	Reserve Reports; LOE Reports; Production Reports; Payables Aging; Additional
	Development Plans and Financial Projections. ............................................................. 45
5.5	Title; Title Defects; Mortgaged Properties. .................................................................. 46
5.6	Notices of Certain Events. ............................................................................................ 46
5.7	Additional Information. ................................................................................................ 48
5.8	Compliance with Laws. ................................................................................................ 48
5.9	Payment of Assessments and Charges. ......................................................................... 48
5.10	Maintenance of Existence or Qualification and Good Standing. .................................. 48
5.11	Payment of Notes; Performance of Obligations. .......................................................... 49
5.12	Further Assurances; Post-Closing Obligations. ............................................................ 49
5.13	Initial Expenses of Agent. ............................................................................................. 49
5.14	Subsequent Expenses of Agent and Lenders. ............................................................... 49
5.15	Maintenance and Inspection of Properties. ................................................................... 50
5.16	Maintenance of Insurance. ............................................................................................ 50
5.17	Environmental Indemnification. ................................................................................... 50
5.18	General Indemnification. .............................................................................................. 51
5.19	Evidence of Compliance with Anti-Terrorism Laws. ................................................... 51
5.20	Board and Management Meetings. ............................................................................... 52
5.21	Material Contracts. ........................................................................................................ 52
5.22	Deposit Account Control Agreement. .......................................................................... 52
5.23	Control Account. ........................................................................................................... 52
5.24	Additional Collateral; Other Deliveries. ....................................................................... 52

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5.25	Environmental Audit. .................................................................................................... 53
5.26	Minimum Production. ................................................................................................... 53
ARTICLE VI NEGATIVE COVENANTS .................................................................................. 54
6.1	Indebtedness. ................................................................................................................. 54
6.2	Contingent Obligations. ................................................................................................ 54
6.3	Liens. ............................................................................................................................. 54
6.4	Transfer of Assets. ........................................................................................................ 54
6.5	Leasebacks. ................................................................................................................... 55
6.6	Loans or Advances. ....................................................................................................... 55
6.7	Investments. .................................................................................................................. 55
6.8	Dividends and Distributions. ........................................................................................ 56
6.9	Issuance of Equity; Changes in Corporate Structure. ................................................... 56
6.10	Transactions with Affiliates and Certain Other Person. ............................................... 56
6.11	Lines of Business; Borrower Company Covenant. ....................................................... 56
6.12	Canadian Pension Plan Obligation. .............................................................................. 56
6.13	Anti-Terrorism Laws. ................................................................................................... 56
6.14	Amendment of Material Contracts and Development Plan. ......................................... 57
6.15	Maintenance of Commodity Hedge Agreements. ......................................................... 57
6.16	Deposit Accounts. ......................................................................................................... 57
6.17	General and Administrative Expense Ceiling. .............................................................. 57
6.18	Financing Lease Obligations and Purchase Money Obligations. ................................. 58
6.19	Amendments to Organizational Documents. ................................................................ 58
6.20	Additional Subsidiaries. ................................................................................................ 58
6.21	Equity Raise. ................................................................................................................. 58
6.22	Negative Pledge Agreements. ....................................................................................... 58
6.23	Material Accounting Changes. ..................................................................................... 58
6.24	Joint Operating Agreements. ........................................................................................ 59
ARTICLE VII EVENTS OF DEFAULT ..................................................................................... 59
7.1	Enumeration of Events of Default. ............................................................................... 59
7.2	Remedies. ...................................................................................................................... 61
ARTICLE VIII THE AGENT ...................................................................................................... 62
8.1	Appointment. ................................................................................................................ 62
8.2	Delegation of Duties. .................................................................................................... 62
8.3	Exculpatory Provisions. ................................................................................................ 62
8.4	Reliance by Agent. ........................................................................................................ 63
8.5	Notice of Default. ......................................................................................................... 63
8.6	Non-Reliance on Agent and Other Lenders. ................................................................. 64
8.7	Indemnification. ............................................................................................................ 64
8.8	Restitution. .................................................................................................................... 65
8.9	Agent in Its Individual Capacity. .................................................................................. 65
8.10	Successor Agent. ........................................................................................................... 65
8.11	Applicable Parties. ........................................................................................................ 66
8.12	Releases. ....................................................................................................................... 66
8.13	Gross Negligence and Wilful Misconduct. ................................................................... 66

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ARTICLE IX MISCELLANEOUS .............................................................................................. 66	ARTICLE IX MISCELLANEOUS .............................................................................................. 66
9.1	Assignments; Participations. ......................................................................................... 66
9.2	Survival of Representations, Warranties, and Covenants. ............................................ 68
9.3	Notices and Other Communications. ............................................................................ 68
9.4	Parties in Interest. ......................................................................................................... 69
9.5	Rights of Third Parties. ................................................................................................. 69
9.6	Renewals; Extensions. .................................................................................................. 69
9.7	No Waiver; Rights Cumulative. .................................................................................... 70
9.8	Survival Upon Unenforceability. .................................................................................. 70
9.9	Amendments; Waivers. ................................................................................................. 70
9.10	Controlling Agreement. ................................................................................................ 71
9.11	Currency Indemnity. ..................................................................................................... 71
9.12	Anti-Money Laundering Legislation. ........................................................................... 71
9.13	Environmental Indemnity. ............................................................................................ 72
9.14	Governing Law. ............................................................................................................ 72
9.15	Waiver of Jury Trial. ..................................................................................................... 72
9.16	Jurisdiction and Venue. ................................................................................................. 73
9.17	Integration. .................................................................................................................... 73
9.18	Waiver of Punitive and Consequential Damages. ........................................................ 73
9.19	Counterparts. ................................................................................................................. 73
9.20	USA Patriot Act Notice. ............................................................................................... 73
9.21	Tax Shelter Regulations. ............................................................................................... 74
9.22	Brokers. ......................................................................................................................... 74
9.23	Exchange and Confidentiality of Information. ............................................................. 74
9.24	Telephone Instructions. ................................................................................................. 75
9.25	Electronic Instructions. ................................................................................................. 76

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LIST OF SCHEDULES

Schedule 1.2A – Development Plan Schedule 1.2C – Percentage Shares Schedule 2.2 – Use of Loan Proceeds Schedule 2.3(a) – Payment Schedule Schedule 4.9 – Litigation Schedule 4.13 – Environmental Schedule 4.22 – Subsidiaries Schedule 4.25 – Related Party Transactions Schedule 5.26 – Minimum Monthly Production

LIST OF EXHIBITS

Exhibit A Form of Note Exhibit B Form of Compliance Certificate Exhibit C Form of Assignment Agreement Exhibit D Form of Environmental Certificate

TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT is made and entered into effective February 16, 2021, by and among RAZOR ROYALTIES LIMITED PARTNERSHIP , an Alberta limited partnership, by its general partner RAZOR HOLDINGS GP CORP. (the “ Borrower ”), RAZOR ENERGY CORP. , an Alberta corporation (“ Parent Guarantor ”), each lender that is a signatory hereto or becomes a party hereto as provided in Section 9.1 (individually, together with its successors and assigns, a “ Lender ” and, collectively, together with their respective successors and assigns, the “ Lenders ”), and 405 DOLOMITE LLC , a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity pursuant to the terms hereof, the “ Agent ”).

W I T N ES S E T H:

In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Terms Defined Above.

As used in this Agreement, each of the terms “ Agent ”, “ Borrower ”, “ Parent Guarantor ”, “ Lender ”, and “ Lenders ”, shall have the meaning assigned to such term hereinabove.

1.2 Additional Defined Terms.

As used in this Agreement, each of the following terms shall have the meaning assigned thereto in this Section 1.2 or in Sections referred to in this Section 1.2, unless the context otherwise requires:

“ Abandonment/Reclamation Order ” shall mean any order, directive or demand to post security deposits issued by an Energy Regulator which relates to any Oil & Gas Property, including ARO associated therewith.

“ Additional Amount ” shall have the meaning set forth for such term in Section 2.5(a).

“ Additional Costs ” shall mean costs which are attributable to the obligation of the Agent or any Lender to maintain the Term Loan, or any reduction in any amount receivable by the Agent or such Lender in respect of any such obligation or any Term Loan, resulting from any Regulatory Change which (a) changes the basis of taxation of any amounts payable to the Agent or such Lender under this Agreement or any Note in respect of any Term Loan (other than taxes imposed on the overall net income of the Agent or such Lender or its Applicable Lending Office (including franchise or similar taxes) for the Term Loan), (b) imposes or modifies

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any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Agent or such Lender with respect to the Term Loan, or the Commitment of the Agent or such Lender to maintain the Term Loan, or (c) imposes any other condition affecting this Agreement or any Note or any of such extensions of credit, liabilities or Commitments, in each case with respect to the Term Loan.

“ AER ” shall mean the Alberta Energy Regulator.

“ Affiliate ” shall mean, as to any Person, any other Person directly or indirectly, controls, is controlled by, or under common control with, such Person and includes, as to any Loan Party, any Subsidiary of such Loan Party and any “affiliate” of such Loan Party within the meaning of the Business Corporations Act (Alberta), with “control,” as used in this definition, meaning possession, directly or indirectly, of the power to direct or cause the direction of management, policies or action through ownership of voting securities, contract, voting trust, or membership in management or in the group appointing or electing management or otherwise through formal or informal arrangements or business relationships.

“ After-Acquired Property ” shall have the meaning assigned to such term in Section 3.5.

“ Agent Observer ” shall mean any representative of the Agent designated as a non-voting board observer by the Agent from time to time by written notice to the Borrower.

“ Agreement ” shall mean this Term Loan Agreement, as it may be amended, supplemented, restated, amended and restated or otherwise modified from time to time.

“ AIMCo ” means, together with its successors and assigns, Alberta Investment Management Corporation.

“ AIMCo Second Amended and Restated Credit Agreement ” means the second amended and restated credit agreement dated as of February 16, 2021 among the Parent Guarantor, as borrower, AIMCo, as Agent and AIMCo, as lender, as amended, restated, amended or otherwise supplemented from time to time.

“ AIMCo Subordination Agreement ” means the subordination agreement among the Agent, AIMCo, the Borrower and the Parent Guarantor respecting the relative rights of the Agent and AIMCo to the Property of the Loan Parties, as amended, restated, amended or otherwise supplemented from time to time.

“ AML Legislation ” shall have the meaning assigned to such term in Section 9.12(a).

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“ Anti-Corruption and Anti-Bribery Laws ” shall mean anti-corruption and anti-bribery statutes of all jurisdictions (including, the Foreign Corrupt Practices Act of 1977 , the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions, and any similar national or local law or regulation in any jurisdiction where the Loan Parties and each of their Subsidiaries conducts business), the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or any such jurisdiction.

“ Anti-Terrorism Laws ” shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act and Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

“ Applicable Lending Office ” shall mean, for each Lender, the lending office or account of such Lender (or an Affiliate of such Lender) designated on the signature pages hereof or in an Assignment Agreement or such other office or account of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Agent and the Borrower in writing by which its Percentage Share of the Term Loan is to be made and maintained.

“ Applicable Rate ” shall mean the rate of [redacted – percentage amount] per annum converted to a daily rate on the basis of a year of 360 days and the rate so determined for each relevant day being applied on the basis of actual days elapsed (including the first day, but excluding the last day) during the period for which interest is payable at such rate.

“ Approved Hedge Counterparty ” shall mean (i) any Lender, (ii) a counterparty to an existing Commodity Hedge Agreement with a Loan Party, (iii) StoneX, or (iv) any other counterparty approved by the Agent acting reasonably.

“ ARO ” means at any time the present and future, direct or indirect, absolute or contingent obligations of any Loan Party to abandon, restore, reclaim or otherwise remediate the Oil & Gas Properties of the Loan Parties, or any portion thereof.

“ Assignment Agreement ” shall mean an Assignment Agreement in substantially the form of Exhibit C, with appropriate insertions or such other form as approved by the Agent.

“ Benefited Lender ” shall have the meaning assigned to such term in Section 2.6(c).

“ Blocked Person ” shall have the meaning assigned to such term in Section 4.23(b).

“ Broker ” shall have the meaning assigned to such term in Section 9.22.

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“ Business Day ” shall mean any day other than a Saturday, Sunday, legal holiday for commercial banks under the laws of the State of New York or the Province of Alberta, or any other day when banking is suspended in the State of New York or the Province of Alberta.

“ Business Entity ” shall mean a corporation, partnership, joint venture, limited liability company, joint stock association, business trust, or other business entity.

“ Canadian Employee Benefits Legislation ” means the Canada Pension Plan (Canada), the Pension Benefits Standards Act (Canada) and any similar Canadian federal, provincial or local laws that may apply to any Canadian employee or any Canadian Employee Plan and the ITA, in each case, as such legislation may be amended from time to time, and the regulations thereunder.

“ Canadian Employee Plan ” means any employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension (other than a Canadian Pension Plan), supplemental pension, profit sharing, retiring allowance, severance, deferred compensation, stock compensation, stock purchase, retirement, life, hospitalization insurance, medical, dental, disability or other employee group or similar benefit or employment plans or supplemental arrangements maintained by a governmental authority.

“ Canadian Pension Plan ” means any “pension plan” required to be registered under the ITA and contributed to by a Loan Party for its Canadian employees (within the meaning of the Canadian Employee Benefits Legislation), but does not include the Canada Pension Plan maintained by the Government of Canada.

“ Change of Control ” shall mean the occurrence of any of the following events, with respect to any Loan Party:

(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or in concert (within the meaning of the Securities Act (Alberta)), of Equity Interests representing more than 51% of the aggregate ordinary voting power of any Loan Party;

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of any Loan Party cease, for any reason, to constitute at least a majority of the board of directors of any Loan Party unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period (the “ Incumbent Directors ”) and in particular, any new director who assumes office in connection with or as a result of any actual or threatened proxy or other election contest of the board of directors of such Loan Party shall never be an Incumbent Director; or

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“ Citibank ” shall mean Citibank, N.A.

“ Closing Date ” shall mean the Effective Date of this Agreement.

“ [redacted – name of litigation action] ” shall have the meaning set forth for such term in Schedule 4.9.

“ Collateral ” shall mean the Mortgaged Properties, the Royalty Lands, all of the Equity Interests in the Borrower and the GP and all Property interests secured by any of the Security Documents, and expressly including “as extracted collateral” as defined in the PPSA, but shall not at any time or for any purposes include any Excluded Property.

“ Commitment ” shall mean, as to each Lender, its obligations to make its Percentage Share of the Term Loan and maintain its Percentage Share of the Loan Balance.

“ Commodity Exchange Act ” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“ Commodity Hedge Agreement ” shall have the meaning assigned to such term in Section 1a(47) of the Commodity Exchange Act and, if not within the scope of such definition, shall include any crude oil, natural gas or other hydrocarbon floor, collar, cap, swap, price protection or hedge agreements, including any schedules, annexes and supplements thereto and trade confirmations thereunder.

“ Compliance Certificate ” shall mean each certificate, substantially in the form attached hereto as Exhibit B, executed by the Financial Officer of the Borrower and furnished to the Agent from time to time in accordance with the provisions of Section 5.2, Section 5.3 or Section 5.4, as the case may be.

“ Contingent Obligation ” shall mean, as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness, leases including finance leases creating Finance Lease Obligations, dividends, or other obligations of any other Person (for purposes of this definition, a “primary obligation”) in any manner, whether directly or indirectly, including any obligation of such Person, regardless of whether such obligation is contingent, (a) to purchase any primary obligation or any Property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any primary obligation, or (ii) to maintain working or equity capital of any other Person in respect of any primary obligation, or otherwise to maintain the net worth or solvency of any other Person, (c) to purchase Property, securities or services primarily for the purpose of assuring the owner of any primary obligation of the ability of the Person primarily liable for such primary obligation to make payment thereof, or (d) otherwise to assure or hold harmless the owner of any such primary

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obligation against loss in respect thereof, with the amount of any Contingent Obligation being deemed to be equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“ Control Account ” shall mean a deposit account maintained by the Borrower, which deposit account shall be subject to the Deposit Account Control Agreement.

“ Default ” shall mean any event or occurrence which with the lapse of time or the giving of notice or both would become an Event of Default.

“ Default Rate ” shall mean an interest rate equal to the Applicable Rate plus two percent (2%), but in no event shall such rate exceed the Highest Lawful Rate.

“ Deposit Account Control Agreement ” shall mean an agreement among the Borrower, the Agent, and an applicable deposit taking institution at which the Borrower maintains the Control Account, providing for immediate or subsequent control of such account by the Agent, for itself and the Lenders, such agreement to be in form and substance reasonably acceptable to Agent.

“ Development Plan ” shall mean the plan for the development of the Royalty Lands (and such other Oil & Gas Properties as may be approved by the Agent acting reasonably) prepared by the Borrower and the Parent Guarantor and approved by the Agent acting reasonably, as updated pursuant to Section 5.4(d). A copy of the Development Plan approved by the Agent as of the Closing Date is attached hereto as Schedule 1.2A.

“ Dollars ” and “ $ ” shall mean dollars in lawful currency of the United States of America.

“ EBITDA ” shall mean the Loan Parties’: (a) consolidated net income; plus (b) consolidated interest expense; plus (c) all amounts treated as expenses for depreciation, depletion and the amortization of intangibles of any kind; plus (d) all accrued taxes on or measured by income; plus or minus (e) any gains or losses attributable to writeups or writedowns of assets; plus or minus (f) non-cash share based compensation or recovery amounts.

“ Effective Date ” means the date on which the conditions specified in Section 3.1 are satisfied.

“ Eligible Contract Participant ” shall have the meaning assigned to such term in the Commodity Exchange Act and the regulations thereunder.

“ Energy Regulator ” shall mean (a) with respect to Alberta, the AER, (b) with respect to British Columbia, the BC Oil and Gas Commission, (c) with respect to Saskatchewan, the Saskatchewan Ministry of Energy and Resources, and (d) with

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respect to any other relevant jurisdictions where the applicable Loan Party has Oil & Gas Properties, the regulatory body with responsibility for the oversight of environmental matters in the oil and gas industry in such jurisdiction; and in each case, together with any successor agency, department, ministry or commission thereto.

“ Environmental Certificate ” shall mean the certificate, substantially in the form attached hereto as Exhibit D, executed by the President or Financial Officer of the Borrower and furnished to the Agent from time to time in accordance with the provisions of Section 5.3, as the case may be.

“ Environment ” shall mean each and every component of the earth, including all layers of the atmosphere, air, land (including all underground spaces and cavities and all lands submerged under water), soil, water (including surface and underground water), organic and inorganic matter and living organisms, and the interacting natural systems that include the components referred to in this definition.

“ Environmental Complaint ” shall mean any written or oral complaint, order, directive, claim, citation, notice of environmental report or investigation, or other notice by any Governmental Authority or any other Person with respect to (a) air emissions, (b) spills, releases, or discharges to soils, any improvements located thereon, surface water, groundwater, or the sewer, septic, waste treatment, storage, or disposal systems servicing any Property of the Loan Parties, (c) solid or liquid waste disposal, (d) the use, generation, storage, transportation, or disposal of any Hazardous Substance, or (e) other environmental, health, or safety matters affecting any Property of the Loan Parties or the business conducted thereon.

“ Environmental Laws ” shall mean any laws relating, in whole or in part, to the protection or enhancement of the Environment, including with respect to occupational safety, product liability, public health, public safety and transportation or handling of dangerous goods.

“ Equity Interests ” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ Equity Raise ” shall mean the issuance of Equity Interests of the Borrower and the exercise, for cash, of any warrants issued by the Borrower and outstanding on the Closing Date.

“ Event of Default ” shall mean any of the events specified in Section 7.1.

“ Excluded Property ” shall mean:

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(a) any and all equity and other interests in the capital of Blade Energy Services Corp., Razor Resources Corp. and FutEra Power Corp., and any of their Subsidiaries, held by any Loan Party from time to time; and

(b) any and all property, assets and undertaking owned by Blade Energy Services Corp., Razor Resources Corp. or FutEra Power Corp., and any of their Subsidiaries, from time to time.

“ Excluded Swap Obligation ” shall mean, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Credit Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means (a) with respect to any and all payments to the Agent, any Lender or any recipient of any payment to be made by or on account of any Obligation, (i) income taxes, branch profits or similar taxes, franchises and excise taxes (to the extent imposed in lieu of net income taxes) and all interest, penalties and liabilities with respect thereto imposed on the Agent, Lender or any recipient of any payment to be made by or on account of any Obligation and (ii) any withholding tax that the Agent or a Lender is required to pay or incur pursuant to Part XIII of the ITA that (A) would not have been imposed had the recipient and the payor of the amount been dealing with each other at arm’s length for the purposes of the ITA; or (B) that arises because a dividend is deemed to be received by a recipient in accordance with Subsection 214(16) or Subsection 214(17) of the ITA, and all interest, penalties and liabilities with respect thereto, imposed on the Agent or any Lender, and (b) with respect to Agent, any Lender or any other Person, any Taxes unrelated to the Obligations or this Agreement.

“ Executive Order No. 13224 ” shall mean Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“ Federal Funds Rate ” shall mean, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank on the second Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal

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Funds Rate for such day shall be such rate on such transactions on the second succeeding Business Day as so published on the second succeeding Business Day, and (b) if no such rate is so published on such second succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Agent on such day on such transactions as determined by the Agent.

“ Fee Agreement ” means the fee letter from the Agent and accepted by the Borrower dated as of the date hereof, as amended, supplemented, restated or otherwise modified from time to time.

“ Finance Lease Obligations ” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property which obligations are required to be classified and accounted for as a finance lease on a balance sheet of such Person.

“ Financial Officer ” shall mean, for any Business Entity, the chief financial officer, principal accounting officer, treasurer, manager or controller of such Business Entity.

“ Financial Statements ” shall mean statements of the financial condition of the Parent Guarantor on a consolidated basis, as at the point in time and for the period indicated, including all notes thereto, and consisting of at least a balance sheet and related statements of operations, shareholders, members’ or partners’ equity and cash flows and, when required by applicable provisions of this Agreement, to be audited, accompanied by the unqualified certification of a nationally-recognized or regionally-recognized firm of independent certified public accountants or other independent certified public accountants reasonably acceptable to the Agent and footnotes to any of the foregoing, all of which, unless otherwise indicated, shall be prepared in accordance with GAAP consistently applied and in comparative form with respect to the corresponding period of the preceding fiscal year.

“ Force Majeure Event ” means an act of God, strike, lockout, explosion, act of sabotage, riot, civil commotion, act of war, fire, other casualty or any other cause beyond the reasonable control of the Loan Parties which stops the production of Hydrocarbons at, or in connection with, the Royalty Lands for at least five (5) consecutive Business Days, provided that the Borrower must notify the Agent immediately (and in any event within one (1) Business Day) following the commencement of the Force Majeure Event, and provided further that the Agent will determine acting reasonably whether a Force Majeure Event has occurred. For the purposes of this definition, the following are expressly excluded as Force Majeure Events: (i) a shortage of funds by any Loan Party or any other Person performing work on, or in connection with, the Royalty Lands, (ii) general economic conditions, and (iii) economic conditions affecting the energy market or any portion thereof.

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“ Foreign Lender ” shall have the meaning assigned to such term in Section 2.5(f).

“ Funds Flow Memorandum ” shall have the meaning assigned to such term in Section 2.2.

“ GAAP ” shall mean generally accepted accounting principles established by the International Accounting Standards Board. For greater certainty, any material changes in accounting policy under International Financial Reporting Standards will not affect the calculation of the current covenants pursuant to this Agreement.

“ GORR Agreement ” means the overriding royalty agreement dated February 16, 2021 between the Parent Guarantor, as royalty payor, and the Borrower, as royalty owner.

“ Governmental Authority ” shall mean any nation, country, commonwealth, territory, government, state, province, county, parish, municipality, or other political subdivision and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

“ GP ” shall mean, together with its successors and assigns, the general partner of the Borrower, being Razor Holdings GP Corp.

“ Guarantor ” shall mean Parent Guarantor and each Person which joins this Agreement as a Guarantor after the date hereof.

“ Guarantee Agreement ” shall mean any continuing agreement of guarantee and suretyship in form and substance satisfactory to the Agent executed and delivered by (a) the Parent Guarantor to the Agent for the benefit of the Lenders on the Closing Date and (b) any other party that from time to time becomes a Guarantor hereunder after the Closing Date.

“ Hazardous Substances ” shall mean any substance regulated or as to which liability might arise under any applicable Environmental Law including: flammables, explosives, radioactive materials, hazardous wastes, asbestos, or any material containing asbestos, polychlorinated biphenyls (PCBs), radon, infectious or medical wastes, toxic substances or related materials, petroleum, petroleum products, petroleum substances, associated oil or natural gas exploration, production, and development wastes and any components, fractions, or derivatives thereof, or any chemical, compound, material, product, byproduct, substance or waste.

“ Hedge Agreement ” shall mean a contract entered into between a Person and a counterparty on a case by case basis in connection with either: (i) a forward rate, currency swap or currency exchange and other similar currency related transactions, the purpose and effect of which is to mitigate or eliminate such

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Person's exposure to fluctuations in exchange rates, (ii) interest rate swap transactions, interest rate options, cap transactions, floor transactions, collar transactions and other similar interest rate related transactions, the purpose and effect of which is to mitigate or eliminate such Person's exposure to fluctuations in interest rates, or (iii) Commodity Hedge Agreements.

“ Highest Lawful Rate ” shall mean, with respect to any Lender, the maximum non-usurious interest rate, if any (or, if the context so requires, an amount calculated at such rate), that at any time or from time to time may be contracted for, taken, reserved, charged or received under laws applicable to such Lender, as such laws are presently in effect or, to the extent allowed by applicable law, as such laws may hereafter be in effect and which allow a higher maximum non-usurious interest rate than such laws now allow.

“ Hydrocarbon Interests ” means all rights, titles, interests and estates now or hereafter acquired in and to oil sand properties, oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, farm-outs, net profit interests, carried interests and production payments and similar mineral interests, including any reserved or residual interests of whatever nature.

“ Hydrocarbons ” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products, and other substances produced in conjunction with such substances, including sulfur, geothermal steam, water, carbon dioxide, helium, and any and all minerals, ores, or substances of value and all products refined or separated therefrom and the proceeds therefrom.

“ Indebtedness ” shall mean, as to any Person, without duplication, (a) all liabilities (excluding capital, surplus, reserves for deferred income taxes, deferred compensation liabilities, other deferred liabilities and credits) which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet, (b) all obligations of such Person evidenced by bonds, debentures, promissory notes or similar evidences of indebtedness, (c) all other indebtedness of such Person for borrowed money, (d) all obligations of others, to the extent any such obligation is secured by a Lien on the assets of such Person (whether or not such Person has assumed or become liable for the obligation secured by such Lien), (e) the principal component of all direct or Contingent Obligations of such Person under letters of credit, banker’s acceptances and similar instruments and (f) net obligations of such Person payable with respect to any Commodity Hedge Agreements, except for ordinary course of business settlement payments.

“ Indemnified Parties ” shall have the meaning assigned to such term in Section 9.13.

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“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” shall have the meaning assigned to such term in Section 5.18.

“ Information ” shall have the meaning assigned to such term in Section 9.23(b).

“ Initial Commitment ” has the meaning assigned such term in Section 2.1(a).

“ Initial Funding ” has the meaning assigned such term in Section 2.1(b).

“ Insolvency Proceeding ” shall mean an application (whether voluntary or instituted by another Person) for or the consent to the appointment of a receiver, trustee, conservator, custodian, or liquidator of any Person or of all or a substantial part of the Property of such Person, the filing of a petition (whether voluntary or instituted by another Person) commencing or seeking liquidation, reorganization, or rearrangement or taking advantage of any bankruptcy, insolvency, debtor’s relief, or other similar law of the United States of America, Canada, the province of Alberta, or any other jurisdiction, including without limitation the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada).

“ Intellectual Property ” shall mean patents, patent applications, trademarks, tradenames, copyrights, technology, know-how, and processes.

“ Interest Payment Date ” shall means, with respect to any Term Loan, the first Business Day of each calendar month.

“ Investment ” in any Person shall mean any stock, bond, note or other evidence of Indebtedness, or any other security (other than current trade and customer accounts) of, investment or partnership interest in or loan to, such Person.

“ ITA ” means the Income Tax Act (Canada).

“ Lien ” shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of such Property, whether such interest is based on common law, statute, or contract, and including, but not limited to, the lien or security interest arising from a mortgage, ship mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt, or a lease, consignment, or bailment for security purposes (other than true leases or true consignments), liens of mechanics, materialmen, and artisans, maritime liens and reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property which secure an obligation owed to, or a claim by, a Person other than the owner of such Property (for the purpose of this Agreement, a Loan Party shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement

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pursuant to which title to the Property has been retained by or vested in some other Person for security purposes).

“ Limitation Period ” shall mean, with respect to any Lender, any period while any amount remains owing on the Note payable to such Lender and interest on such amount, calculated at the Applicable Rate, plus any fees or other sums payable to such Lender under any Loan Document and deemed to be interest under applicable law, would exceed the amount of interest which would accrue at the Highest Lawful Rate.

“ LLR ” shall mean with respect to those Hydrocarbons located in the Province of Alberta, the liability management rating of a licensee calculated in accordance with Directive 006: Licensee Liability Rating (LLR) Program and Licence Transfer Process dated February 17, 2016 issued by the AER, as the same may be amended, supplemented or replaced from time to time.

“ Loan Balance ” shall mean, at any point in time, the aggregate outstanding principal balance of the Notes at such time.

“ Loan Documents ” shall mean this Agreement, the Notes, the Guarantee Agreement, the Security Documents and all other documents and instruments now or hereafter delivered pursuant to the terms of or in connection with any of the foregoing, and all renewals and extensions of, amendments and supplements to, and restatements of, any or all of the foregoing from time to time in effect.

“ Loan Parties ” shall mean the Borrower, the GP and the Parent Guarantor.

“ Material Adverse Effect ” shall mean (a) any adverse effect on the business, operations, properties, liabilities or financial condition of the Loan Parties, on a consolidated basis, which increases, in any material respect, the risk that any of the Obligations will not be repaid as and when due, (b) any material and adverse effect upon the Collateral, including any material and adverse effect upon the value or impairment of any Loan Party’s or any other Person’s ownership of any material portion of the Collateral, (c) any material adverse effect on the validity or enforceability of any Loan Document or (d) any material adverse effect on the rights or remedies of the Agent or any Lender under an Loan Document.

“ Maturity Date ” shall mean the earlier to occur of (i) the date that is twenty nine (29) months from the Closing Date or (ii) the date the Term Loan is accelerated pursuant to this Agreement.

“ Minimum Required Commodity Hedge Agreements ” shall mean Commodity Hedge Agreements between any Loan Party and one or more Approved Hedge Counterparties ensuring that not less than [redacted – percentage amount] of the Borrower’s [redacted – number of months] forward projected Overriding Royalty (as defined in the GORR Agreement), based on the most recent Reserve Report, is in place to maintain the payment schedule attached hereto as Schedule 2.3(a).

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“ Mortgaged Properties ” shall mean all Oil & Gas Properties of the Borrower subject to a perfected first-priority Lien (subject only to Prior Permitted Liens) in favour of the Agent, as security for the Obligations.

“ Notes ” shall mean, collectively, the promissory note or notes executed by the Borrower and payable to each Lender in the face amount of the Percentage Share of such Lender of the amount of the Term Loan in the form attached hereto as Exhibit A with all blanks in such form completed appropriately, together with all renewals, extensions for any period, increases and rearrangements thereof.

“ Obligations ” shall mean, without duplication of the same amount in more than one category, (a) all Indebtedness of the Borrower evidenced by the Notes, (b) all other obligations and liabilities of the Loan Parties to the Agent or the Lenders, now existing or hereafter incurred, under, arising out of or in connection with any other Loan Document, and (c) amounts owing or to be owing by any Loan Party to any Lender under any Commodity Hedge Agreements between such Loan Party and such Lender (which it is agreed shall rank pari passu with all other items listed in this definition), except Excluded Swap Obligations, and to the extent that any of the foregoing includes or refers to the payment of amounts deemed or constituting interest, only so much thereof as shall have accrued, been earned and which remains unpaid at each relevant time of determination.

“ OFAC ” shall mean the Office of Foreign Assets Control of the United States of America Department of the Treasury, or any other any successor Governmental Authority.

“ Oil & Gas Properties ” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, pipes or wherever else the same may be stored or in transit from time to time, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Surface Rights and other Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other

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personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all wells, well pads, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with proceeds from and all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“ Percentage Share ” shall mean, as to each Lender, the applicable percentage set forth on Schedule 1.2C.

“ Permitted Liens ” shall mean:

(a) undetermined or inchoate Liens arising in the ordinary course of and incidental to current operations which have not been filed pursuant to law against any Loan Party in respect of which no steps or proceedings to enforce such Lien have been initiated or which relate to obligations which are not due or delinquent, or if due or delinquent, are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;

(b) Liens incurred or created in the ordinary course of business and in accordance with sound industry practice in respect of the joint operation of Oil & Gas Properties or related production or processing facilities as security in favour of any other Person conducting the development or operation of the property to which such Liens relate, for any of the applicable Loan Party’s portion of the costs and expenses of such development or operation, provided such costs or expenses are not due or delinquent, or if due or delinquent, are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;

(c) Liens incurred or created in the ordinary course of business and in accordance with sound industry practice in respect of the transmission of the property to which such Liens relate, for the applicable Loan Party’s portion of the costs and expenses of such transmission, provided that such costs or expenses are not due or delinquent, or, if due or delinquent, are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;

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(d) to the extent a Lien is created thereby, easements, rights-of-way, servitudes, zoning or other similar rights or restrictions in respect of land held by any Loan Party (including rights-of-way and servitudes for railways, sewers, drains, pipe lines, gas and water mains, electric lights and power and telephone or telegraph or cable television conduits, poles, wires and cables) which, either alone or in the aggregate, do not materially detract from the value of such land or materially impair its use in the operation of the business of any Loan Party;

(e) any Lien arising in connection with worker’s compensation, unemployment insurance, pension and employment Laws, provided that no amounts are due or delinquent under such laws, or if due or delinquent, are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;

(f) to the extent a Lien is created thereby, the right reserved to or vested in any municipality or governmental or other public authority or any other lessor or grantor by the terms of any lease, license, franchise, grant or permit acquired by any Loan Party or by any statutory provision to terminate any such lease, license, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;

(g) to the extent a Lien is created thereby, all reservations in the original grant from the Crown of any lands and premises or any interests therein and all statutory exceptions, qualifications and reservations in respect of title;

(h) Liens securing Purchase Money Obligations and Finance Lease Obligations existing as of the date hereof and any refinancings thereof from time to time, together with Liens securing new Purchase Money Obligations and Finance Lease Obligations not exceeding $100,000 in the aggregate;

(i) public and statutory Liens not yet due and similar liens arising by operation of law;

(j) Liens for Taxes, assessments or governmental charges which are not due or delinquent or, if due and delinquent, are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;

(k) Liens under or pursuant to any judgment rendered or claim filed against the Borrower which the Borrower is contesting in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor, to the extent the existence of such Lien does not constitute an Event of Default under Section 7.1(h);

(l) Liens in favour of a public utility or any municipality or other Governmental Authority, provided that any such Lien is required by such utility or municipality or other Governmental Authority in connection with the operations of any Loan Party in the ordinary course of its business, and such Liens in the

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aggregate to do materially detract from the value of the asset concerned or materially impair its use it the operation of the business of the Borrower;

(m) Liens in deposits made in connection with credit card and cash management services;

(n) Liens in favour of the Agent securing the Obligations and other Liens expressly permitted hereunder or in the Security Documents;

(o) Liens created by Overriding Royalty (as defined in the GORR Agreement);

(p) Liens in favour of AIMCo securing the indebtedness, liabilities and obligations pursuant to the AIMCo Second Amended and Restated Loan Agreement, and in accordance with the AIMCo Subordination Agreement;

(q) each land charge registered against the Parent Guarantor at the Alberta Personal Property Registry as registration numbers 19040417514 and 19040417874;

(r) Liens entered into in connection with the Minimum Required Commodity Hedge Agreements; and

(s) any Lien from time to time disclosed by the Borrower to the Lenders and which is consented in writing to by the Lenders.

“ PDP ” shall mean Proved Developed Producing Reserves.

“ Person ” shall mean an individual, corporation, partnership, limited liability company, trust, unincorporated organization, government, any agency or political subdivision of any government or any other form of entity.

“ PPSA ” shall means the Personal Property Security Act (Alberta), including the regulations thereto, provided that, if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the province of Alberta, then “PPSA” shall mean such legislation.

“ Principal Office ” shall mean the principal office or account of the Agent in New York, New York, presently located at 405 Lexington Avenue, 59[th] Floor, New York, New York 10174 or such other location or account as Agent may designate from time to time.

“ Prior Permitted Liens ” shall mean the Permitted Liens described in clauses (c), (d), (e), (f), (g), (i), (l) and (p) of the definition of such term.

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“ Property ” shall mean any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

“ Proved Developed Producing Reserves ” has the meaning assigned to such term in the SPE/SEC Standards.

“ Proved Reserves ” has the meaning assigned to such term in the SPE/SEC Standards.

“ Proved Undeveloped Reserves ” has the meaning assigned such term in the SPE/SEC Standards.

“ PUD ” shall mean Proved Undeveloped Reserves.

“ Purchase Money Obligation ” means any secured Indebtedness of any Loan Party created or assumed to finance any part of the purchase price of real or tangible personal property, and including any extensions, renewals or refunding of any such Indebtedness, provided that the principal amount of such Indebtedness outstanding on the date of such extension, renewal or refunding is not increased and further provided that the Lien given in respect of such Indebtedness shall not extend to any property other than the property acquired in connection with which such Indebtedness was created or assumed, any proceeds thereof and fixed improvements, if any, erected or constructed thereon.

“ PV-10 ” shall mean present value discounted at ten percent (10%).

“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time of the relevant guarantee or the relevant grant of any security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an Eligible Contract Participant and can cause another Person to qualify as an Eligible Contract Participant at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Razor Management ” shall mean the senior management of the Borrower, including but not limited to the President, any Vice Presidents, and the Financial Officer.

“ Register ” shall have the meaning assigned to it in Section 9.1(b).

“ Regulatory Change ” shall mean, with respect to any Lender, the passage, adoption, institution, or amendment of any federal, state, provincial, local, or foreign Requirement of Law, or any interpretation, directive, or request (whether or not having the force of law) of any Governmental Authority or monetary authority charged with the enforcement, interpretation, or administration thereof, occurring after the Closing Date and applying to a class of lenders including such Lender; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,

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rules, guidelines or directives thereunder or issued in connection therewith, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

“ Release of Hazardous Substances ” shall mean any emission, spill, release, disposal, or discharge, except in accordance with a valid permit, license, certificate, or approval of the relevant Governmental Authority, of any Hazardous Substance into or upon (a) the air, (b) soils or any improvements located thereon, (c) surface water or groundwater, or (d) the sewer or septic system, or the waste treatment, storage, or disposal system servicing any Property of the Loan Parties.

“ Required Currency ” shall have the meaning assigned to such term in Section 9.11.

“ Required Lenders ” shall mean Lenders whose Percentage Shares total at least sixty six percent (66%).

“ Requirement of Law ” shall mean, as to any Person, the certificate or articles of incorporation and by-laws, the certificate or articles of organization and regulations, operating agreement or limited liability company agreement, the agreement of limited partnership or other organizational or governing documents of such Person, and any applicable law, treaty, ordinance, order, judgment, rule, decree, regulation or determination of an arbitrator, court or other Governmental Authority, including rules, regulations, orders and requirements for permits, licenses, registrations, approvals or authorizations, in each case as such now exist or may be hereafter amended and are applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Reserve Holdback ” shall have the meaning assigned to such term in Section 2.14.

“ Reserve Report ” shall mean each report prepared by Sproule Associates or such other reservoir engineering firm approved in writing by the Agent utilizing the Agent’s commodity price deck, covering the Reserves attributable to the interests of one or more of the Loan Parties in Oil & Gas Properties.

“ Reserves ” shall mean volumes of Hydrocarbons.

“ Responsible Officer ” shall mean, as to any Business Entity, its President, any of its Vice Presidents, managers, its Financial Officer or any other Person duly authorized, in accordance with the applicable organizational documents, bylaws, operating agreement, regulations or resolutions, to act on behalf of such Business Entity.

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“ Royalty Lands ” has the meaning assigned to such term in the GORR Agreement.

“ Royalty Purchase Agreement ” means the royalty purchase and sale agreement dated February 16, 2021 between the Parent Guarantor, as vendor, and the Borrower, as purchaser, respecting the purchase and sale of the Overriding Royalty (as defined therein).

“ Sanctions ” means any laws or regulations or restrictive measures relating to economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority.

“ Sanctions Authority ” means (i) the United Nations Security Council; (ii) the United States government; (iii) the European Union; (iv) the United Kingdom government; (v) the Canadian government; (vi) the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the United States Department of State and Department of Commerce, and Her Majesty's Treasury; and (vii) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over the Loan Parties or any of its Subsidiaries (collectively referred to as “ Sanctions Authorities ”).

“ Sanctions Designated Persons ” shall mean any Person that is (i) described or designated under the Specially Designated Nationals and Blocked Persons List maintained by OFAC, the Denied Persons List maintained by the U.S. Department of Commerce, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty's Treasury, or any other list issued or maintained by any Sanctions Authority of persons subject to Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time, or (ii) engaged in any dealings or transaction with any Sanctions Designated Person.

“ SEC ” means the Securities and Exchange Commission or any successor Governmental Authority.

“ Security Documents ” shall mean, collectively, (a) the security documents executed and delivered by the Loan Parties securing the Term Loan, including but not limited to: (i) $50,000,000 fixed and floating charge debenture from the Borrower, (ii) $50,000,000 fixed and floating charge debenture from the Parent Guarantor, (iii) debenture pledge agreement from each of the Loan Parties, (iv) Guarantee Agreement from the Parent Guarantor, (v) securities pledge agreement from the Parent Guarantor pledging Equity Interests in the Borrower and the GP, and (vi) assignment of GORR Agreement from the Borrower, and (b) other documents and instruments at any time executed as security for all or any portion of the Obligations, as such instruments may be amended, supplemented, restated or otherwise modified from time to time.

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“ SPE ” means the Society of Petroleum Engineers.

“ SPE Definitions ” means, with respect to any term, the definition thereof as adopted by the Board of Directors of the SPE.

“ Specified Accounts ” shall mean the Canadian dollar deposit account with account number 14-822-25 and maintained by the Borrower with National Bank of Canada, and the United States dollar deposit account with account number 01-64963 and maintained by the Borrower with National Bank of Canada.

“ SPE/SEC Standards ” means the more restrictive of the standards and/or definitions, as determined by the Agent, set forth by (a) the SEC and (b) the SPE or the SPE Definitions.

“ Subsidiary ” shall mean, as to any Person, any Business Entity of which shares of stock or other Equity Interests having ordinary voting power (other than stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other governing body or managers of such Business Entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“ Surface Rights ” means all rights of the Loan Parties to use the surface of land in connection with the Hydrocarbon Interests, including the right to enter upon and occupy the surface of land on which the tangibles are located and rights to cross or otherwise use the surface of land for access to the Hydrocarbon Interests, including all access roads, together with all extensions, renewals, replacements, substitutions or amendments of or to any of the foregoing.

“ Swap ” has the meaning assigned to such term in Section 1a(47) of the Commodity Exchange Act.

“ Swap Obligation ” shall mean, with respect to the Loan Parties, any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap or any rules or regulations promulgated thereunder.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings imposed by any Governmental Authority.

“ Tendered Currency ” shall have the meaning assigned to such term in Section 9.11.

“ Term Loan ” shall mean the loan made by the Lenders to or for the benefit of the Borrower pursuant to this Agreement.

“ Transferee ” shall mean any Person to which any Lender has sold, assigned, transferred or granted a participation in any of the Obligations, as authorized pursuant to the provisions of Section 9.1, and any Person acquiring, by

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purchase, assignment, transfer or participation, from any such purchaser, assignee, transferee or participant, any part of such Obligations.

“ USA Patriot Act ” shall mean USA Patriot Act (Title III of Pub. L. 10756 (signed into law October 26, 2001)), as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

1.3 Undefined Financial Accounting Terms.

Financial accounting terms used in this Agreement without definition are used herein with the respective meanings assigned thereto in accordance with GAAP at the time in effect.

1.4 References.

References in this Agreement to Schedule, Exhibit, Article or Section numbers shall be to Schedules, Exhibits, Articles or Sections of this Agreement, unless expressly stated to the contrary. References in this Agreement to “hereby,” “herein,” “hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of similar import shall be to this Agreement in its entirety and not only to the particular Schedule, Exhibit, Article or Section in which such reference appears. Specific enumeration herein shall not exclude the general and, in such regard, the terms “includes” and “including” used herein shall mean “includes, without limitation,” or “including, without limitation,” as the case may be, where appropriate. Except as otherwise indicated, references in this Agreement to statutes, sections or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding or supplementing the statute, section or regulation referred to. References in this Agreement to “writing” include printing, typing, lithography, facsimile reproduction and other means of reproducing words in a tangible visible form. References in this Agreement to agreements and other contractual instruments shall be deemed to include all exhibits and appendices attached thereto and all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. References in this Agreement to Persons include their respective successors and permitted assigns.

1.5 Articles and Sections.

This Agreement, for convenience only, has been divided into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and without regard to headings prefixed to such Articles or Sections.

1.6 Number and Gender.

Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular. Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated. Words denoting sex shall be

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construed to include the masculine, feminine and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative.

1.7 Incorporation of Schedules and Exhibits.

The Schedules and Exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for all purposes.

1.8 Negotiated Transaction.

Each party to this Agreement affirms to the others that it has had the opportunity to consult, and discuss the provisions of this Agreement with, independent counsel and fully understands the legal effect of each provision.

ARTICLE II TERMS OF FACILITY

2.1 Term Loan.

(a) Subject to the terms and conditions of this Agreement, each Lender severally agrees to make its Percentage Share of the Term Loan to the Borrower on the Effective Date in a principal amount not to exceed the applicable term loan commitment set forth on Schedule 1.2C (the “ Initial Commitment ”) to be funded as provided in the sources and uses statement, and in the manner and for the purposes provided in Section 2.1(b) and Section 2.2. Notwithstanding anything to the contrary contained herein (and without affecting any other provisions hereof), the funded portion of each Term Loan made on the Effective Date shall be equal to ninety and fifty six one hundredth percent (90.56%) of the principal amount of such Term Loan (it being agreed that the full principal amount of each such Term Loan shall be the “initial” principal amount of such Term Loan and deemed outstanding on the Effective Date, and the Borrower shall be obligated to repay one hundred percent (100%) of the principal amount of each such Term Loan as provided hereunder).

(b) Each Lender shall severally make available to the Agent an amount equal to such Lender’s Percentage Share of the Initial Commitment (the “ Initial Funding ”) at an account designated by the Agent by 11:00 a.m. Eastern Daylight Savings Time on the Effective Date. The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrower, as directed by the Borrower, in immediately available funds. The portion of the Term Loan to be repaid to each Lender shall be evidenced by the Note of such Lender.

(c) The failure of any Lender to make the portion of the loan on the Closing Date required to be made by it hereunder shall not relieve any other Lender of its obligation to make the portion of the loan on the Closing Date required to be made by it, and no Lender shall be responsible for the failure of any other Lender to make its portion of the loan on the Closing Date.

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2.2 Use of Loan Proceeds.

Proceeds of the Term Loan shall be used: (a) to complete the transaction contemplated by the Royalty Purchase Agreement, $6,700,000 of the proceeds of which shall be used by the Parent Guarantor in accordance with Section 5.27; (b) for well reactivations in accordance with the Development Plan; (c) for the working capital of the Loan Parties not otherwise prohibited under applicable provisions of this Agreement or approved by the Agent; (d) for hedging activities permitted under applicable provisions of this Agreement or approved by the Agent; (d) to pay fees and expenses incurred in connection with this Agreement and the other Loan Documents, including, without limitation, an upfront payment of $400,000 to be provided to the Agent on the Closing Date pursuant to the Fee Agreement; and (e) to fund the Reserve Holdback as set forth in Section 2.14 on the Closing Date. Schedule 2.2 attached hereto reflects the flow of funds from the proceeds of the Term Loan to be applied on the Closing Date (the “ Funds Flow Memorandum ”).

2.3 Repayment of Term Loan.

(a) Principal. The Borrower shall pay to the Agent, for the account of the Lenders, on the first Business Day of each calendar month beginning April 1, 2021, and continuing on the first day of each calendar month thereafter, or if any such day is not a Business Day, on the immediately succeeding Business Day, a payment of principal as follows: (i) in the amount set out in the Payment Schedule attached hereto as Schedule 2.3(a), and (ii) the remainder upon the Maturity Date.

(b) Interest. Each Term Loan shall bear interest on the principal amount thereof from the Effective Date, at a rate per annum equal to the Applicable Rate. Interest shall be calculated monthly and payable in arrears in cash on each Interest Payment Date. Interest on pastdue principal and, to the extent permitted by applicable law, past-due interest, shall accrue at the Default Rate and shall be payable upon demand by the Agent. While any Event of Default exists or after acceleration, interest shall accrue and the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on any amount payable by the Borrower hereunder, at a per annum rate equal to the lesser of (i) the Highest Lawful Rate and (ii) the Default Rate.

2.4 Outstanding Amounts.

(a) Notwithstanding any other provisions hereof, the Notes are intended to evidence the Obligations and shall not constitute stand-alone obligations of the Borrower. To the extent any provision of the Notes conflicts with the provisions of this Agreement, the provisions of this Agreement shall be determinative.

(b) The outstanding principal balance of the Note of each Lender reflected by the notations of such Lender on its records shall be deemed presumptive evidence of the principal amount owing on such Note. The liability for payment of principal and interest evidenced by each Note shall be limited to principal amounts actually advanced and outstanding pursuant to this Agreement, the original issue discount amount and interest on such amounts calculated in accordance with this Agreement. The Agent shall maintain accounts in which it will record (i) the

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amount of each Term Loan made hereunder and the Applicable Rate or other interest rate applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Term Loan in accordance with their terms. In the event of any conflict between the records maintained by any Lender and the records of the Agent in respect of such matters, the records of the Agent shall control in the absence of manifest error.

2.5 Taxes and Time, Place, and Method of Payments.

(a) All payments required pursuant to this Agreement or the Notes shall be made without set-off or counterclaim in Dollars and in immediately available funds free and clear of, and without deduction for, any Indemnified Taxes or Other Taxes; provided, however that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased by the amount (the “ Additional Amount ”) necessary so that after making all required deductions (including deductions applicable to additional sums described in this Section 2.5(a)) the Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make any such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. In addition, to the extent not paid in accordance with the preceding sentence, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(b) The Borrower shall indemnify the Agent and each Lender for Indemnified Taxes and Other Taxes payable by such Person, provided, however, that no Loan Party shall be obligated to make payment to the Agent or any Lender in respect of penalties, interest and other similar liabilities attributable to such Indemnified Taxes or Other Taxes if such penalties, interest or other similar liabilities are attributable to the gross negligence or wilful misconduct of the Person seeking indemnification; provided further, that neither any Lender nor the Agent shall be entitled to indemnification for Indemnified Taxes and Other Taxes paid by such Person more than three (3) months prior to the date such Lender or the Agent gives notice and demand thereof to the Borrower (except that, if the indemnification is based on a Regulatory Change giving rise to such Indemnified Taxes or Other Taxes the effect of which is retroactive, then the three (3) month period referred to above shall be extended to include the period of retroactive effect thereof).

(c) If a Lender or the Agent shall become aware that it is entitled to claim a refund from a Governmental Authority in respect of Indemnified Taxes or Other Taxes paid by any Loan Party pursuant to this Section 2.5, including Indemnified Taxes or Other Taxes as to which it has been indemnified by the Loan Parties, or with respect to which any Loan Party has paid Additional Amounts pursuant to the Loan Documents, or that, because of the payment of such Additional Amounts, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall promptly notify the relevant Loan Party of the availability of such refund claim and, if the Lender or the Agent, as the case may be, determines in good faith that making a claim for refund will not have an adverse effect to its taxes or business operations, it shall, within 10 days after

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receipt of a request by the Loan Parties, make a claim to such Governmental Authority for such refund at the expense of the Loan Parties. If a Lender or the Agent receives a refund in respect of any Indemnified Taxes or Other Taxes paid by any Loan Party pursuant to the Loan Documents, it shall within 30 days from the date of such receipt pay over such refund to the relevant Loan Party (but only to the extent of Indemnified Taxes or Other Taxes paid pursuant to the Loan Documents, including indemnity payments made or Additional Amounts paid, by the relevant Loan Party under this Section 2.5 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out of pocket expenses of such Lender or the Agent, as the case may be, and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund).

(d) If any Lender or the Agent is or becomes eligible under any applicable law, regulation, treaty or other rule to a reduced rate of taxation, or a complete exemption from withholding, with respect to Indemnified Taxes or Other Taxes on payments made to it by the Loan Parties or any of them, such Lender or the Agent, as the case may be, shall, upon the request, and at the cost and expense of the Loan Parties, complete and deliver from time to time any certificate, form or other document reasonably requested by the Loan Parties, the completion and delivery of which are a precondition to obtaining the benefit of such reduced rate or exemption. For any period with respect to which a Lender or the Agent, as the case may be, has failed to provide any such certificate, form or other document requested by any Loan Party, such Lender or the Agent, as the case may be, shall not be entitled to any payment under this Section 2.5 in respect of any Indemnified Taxes or Other Taxes that would not have been imposed but for such failure. Any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Income Tax Act (Canada) or any successor provision thereto will within five days thereof notify the Borrower and the Agent in writing.

(e) Each Lender organized under the laws of a jurisdiction in the United States of America, any State thereof or the District of Columbia (other than Lenders that are corporations or otherwise exempt from United States of America backup withholding Tax) shall (i) deliver to the Borrower and the Agent, when such Lender first becomes a Lender, upon the written request of the Borrower or the Agent, two original copies of United States of America Internal Revenue Service Form W-9 or any successor form, properly completed and duly executed by such Lender, certifying that such Lender is exempt from United States of America backup withholding Tax on payments of interest made under the Loan Documents and (ii) thereafter at each time it is so reasonably requested in writing by the Borrower or the Agent, deliver within a reasonable time two original copies of an updated Form W-9 or any successor form thereto.

(f) Each Lender that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia (each such Lender, a “ Foreign Lender ”) that is entitled to an exemption from or reduction of withholding Tax under the laws of the jurisdiction in which the Loan Parties are located, or any treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents shall deliver to the Borrower and the Agent, but only at the written request of the Borrower or the Agent, such properly completed and duly executed documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate, unless in the good faith opinion of any Foreign Lender such documentation would expose such Foreign Lender to any material adverse consequence or risk. Such documentation

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shall be delivered by such Foreign Lender on or before the date it becomes a Lender. In addition, each Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. Each Lender (and, in the case of a Foreign Lender its lending office), represents that on the Closing Date, payments made hereunder by the Borrower or the Agent to it would not be subject to United States of America federal withholding tax.

(g) Notwithstanding the provisions of Section 2.5(a), the Loan Parties shall not be required to indemnify any Foreign Lender or to pay any Additional Amounts to any Foreign Lender, in respect of United States of America federal withholding tax pursuant to Section 2.5(a), (i) to the extent that the obligation to withhold amounts with respect to United States of America federal withholding tax existed on the date such Foreign Lender became a Lender; (ii) with respect to payments to a new lending office with respect to such Lender’s Percentage Share of the Loan Balance, but only to the extent that such withholding tax exceeds any withholding tax that would have been imposed on such Lender had it not designated such new lending office; (iii) with respect to a change by such Foreign Lender of the jurisdiction in which it is organized, incorporated, controlled or managed, or in which it is doing business, from the date such Foreign Lender changed such jurisdiction, but only to the extent that such withholding tax exceeds any withholding tax that would have been imposed on such Lender had it not changed the jurisdiction in which it is organized, incorporated, controlled or managed, or in which it is doing business; or (iv) to the extent that the obligation to indemnify any Foreign Lender or to pay such Additional Amounts would not have arisen but for a failure by such Foreign Lender to comply with the provisions of Section 2.5(f).

(h) All payments by any Loan Party hereunder shall be deemed received on receipt and may be deemed (at the Agent’s sole discretion) received (including for purposes of calculating interest thereon) the next Business Day following receipt if such receipt is after 2:00 p.m., Eastern Standard or Eastern Daylight Savings Time, as the case may be, on any Business Day, and shall be made to the Agent at the Principal Office. Except as provided to the contrary herein, if the due date of any payment hereunder or under any Note would otherwise fall on a day which is not a Business Day, such date shall be extended to the next succeeding Business Day, and interest shall be payable for any principal so extended for the period of such extension.

(i) Each of the Lender and the Agent is a resident of the United States for tax purposes and is fully entitled to benefits under the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital (1980).

2.6 Pro Rata Treatment; Adjustments.

(a) Except to the extent otherwise expressly provided herein (for the avoidance of doubt, including Section 7.2(f)), (i) the borrowing pursuant to this Agreement shall be made from the Lenders pro rata in accordance with their respective Percentage Shares, (ii) each payment by the Borrower of fees shall be made for the account of the Agent or the Lenders as agreed among them, (iii) each payment in reduction of the Loan Balance shall be made for the account of the Lenders pro rata in accordance with their respective shares of the Loan Balance, (iv) each payment of interest hereunder shall be made for the account of the Lenders pro rata in accordance with their respective shares of the aggregate amount of interest due and payable to the Lenders, and (v) each

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payment by a Loan Party under Commodity Hedge Agreements with a Lender shall be made only to the Person or Persons entitled thereto.

(b) The Agent shall distribute all payments with respect to the Obligations to the Lenders promptly upon receipt in like funds as received. In the event that any payments made hereunder by the Borrower or any other Loan Party at any particular time are insufficient to satisfy in full the Obligations due and payable at such time, such payments shall be applied pro rata in accordance with the Lenders’ respective shares of the Loan Balance (i) first, to fees and expenses due pursuant to the terms of this Agreement or any other Loan Document, (ii) second, to accrued interest and (iii) third, to the Loan Balance (in inverse order of maturity) and any other Obligations pro rata on the basis of the ratio of the amount of all such Obligations then owing to the Agent or the relevant Lender or Affiliate of any Lender, as the case may be, to the total amount of the Obligations then owing.

(c) If any Lender (for purposes of this Section 2.6(c), a “ Benefited Lender ”) shall at any time receive any payment of all or part of its portion of the Obligations, or receive any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(f) or Section 7.1(g) or otherwise) in an amount greater than such Lender was entitled to receive pursuant to the terms hereof, such Benefited Lender shall purchase for cash from the other Lenders such portion of the Obligations of such other Lenders, or shall provide such other Lenders with the benefits of any such Collateral or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds with each of the Lenders according to the terms hereof. If all or any portion of such excess payment or obtained benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded and the purchase price and benefits returned by such Lender, to the extent of such recovery, but without interest. The Borrower agrees that each such Lender so purchasing a portion of the Obligations of another Lender may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. If any Lender ever receives, by voluntary payment, exercise of rights of set-off or banker’s lien, counterclaim, cross-action or otherwise, any funds of any Loan Party to be applied to the Obligations, or receives any proceeds by realization on or with respect to any Collateral, all such funds and proceeds shall be forwarded immediately to the Agent for distribution in accordance with the terms of this Agreement.

2.7 Voluntary Prepayments.

Subject to applicable provisions of this Agreement, the Borrower shall have the right, at any time or from time to time, to prepay all or any portion of the Loan Balance without penalty or premium, other than the obligation to repay one hundred percent (100%) of the principal amount of each Term Loan pursuant to the provisions of Section 2.1(a), which shall not be deemed to be a penalty or premium; provided, however, that (a) the Borrower shall give the Agent written notice of each such prepayment no less than three (3) Business Days prior to prepayment, (b) the Borrower shall pay all accrued and unpaid interest on the amounts prepaid, and (c) no such prepayment shall serve to postpone the repayment when due of any Obligation or any installments thereof.

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2.8 Mandatory Prepayments.

In addition to payments in reduction of the Loan Balance provided for in Section 2.3, the Borrower shall pay to the Agent upon at least one (1) Business Days’ prior written notice, for application in inverse order of maturity, all proceeds (net of reasonable and customary transaction costs) from (a) the incurrence of any Indebtedness not permitted by the proviso to Section 6.1 (without waiving or modifying in any way remedies available to the Agent or the Lenders as a result of any Event of Default arising from such incurrence of Indebtedness by the Borrower ), (b) asset sales (other than (i) the sale of Hydrocarbons or inventory in the ordinary course of business, and (ii) sale of obsolete or unproductive assets the proceeds of which do not exceed $100,000 in aggregate during the term of this Agreement), whether or not permitted by the proviso to Section 6.4 (without waiving or modifying in any way remedies available to the Agent or the Lenders as a result of any Event of Default arising from such incurrence of Indebtedness by any one or more of the Loan Parties), (c) any insurance claim, except as to (i) insurance proceeds not in excess of $100,000 in aggregate during the term of this Agreement and (ii) insurance proceeds otherwise allowed by the Agent to be used to repair or replace damaged Property giving rise to the relevant insurance claim, and (d) an Equity Raise by the Borrower; provided, further that the Borrower may not may use any of the proceeds of an Equity Raise to redeem or repay any Indebtedness that is subordinated to the Term Loan without the prior written consent of the Agent. Any mandatory prepayment pursuant to this Section 2.8 shall be made without penalty or premium other than the obligation to repay one hundred percent (100%) of the principal amount of each Term Loan pursuant to the provisions of Section 2.1(a), which shall not be deemed to be a penalty or premium. No such prepayment made pursuant to this Section 2.8 shall serve to postpone the repayment when due of any Obligation or any installments thereof.

2.9 Loans to Satisfy Obligations of the Borrower.

Upon the occurrence and during the continuation of a Default or an Event of Default, the Lenders may, but shall not be obligated to, make loans for the benefit of the Borrower and apply proceeds thereof to the satisfaction of any condition, warranty, representation or covenant of any Loan Party contained in this Agreement or any other Loan Document. Such loans shall be and shall bear interest at the Applicable Rate, subject, however, to the provisions of Section 2.3 regarding the accrual of interest at the Default Rate, which provisions shall be applicable to any loan made for the benefit of the Borrower pursuant to the preceding sentence of this Section 2.9.

2.10 General Provisions Relating to Interest.

(a) It is the intention of the parties hereto to comply strictly with the usury laws of the United States of America and the usury laws of the Province of Alberta and the federal laws of Canada. In this connection, there shall never be collected, charged or received on the sums advanced hereunder plus the amount of the original issue discount interest in excess of that which would accrue at the Highest Lawful Rate.

(b) Notwithstanding anything herein or in the Notes to the contrary, during any Limitation Period, the interest rate to be charged on amounts evidenced by the Notes shall be the Highest Lawful Rate, and the obligation, if any, of the Borrower for the payment of fees or other

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charges deemed to be interest under applicable law shall be suspended. During any period or periods of time following a Limitation Period, to the extent permitted by applicable laws of the United States of America and the Province of Alberta and the federal laws of Canada, the interest rate to be charged hereunder shall remain at the Highest Lawful Rate until such time as there has been paid to each applicable Lender (i) the amount of interest in excess of that accruing at the Highest Lawful Rate that such Lender would have received during the Limitation Period had the interest rate remained at the otherwise applicable rate and (ii) all interest and fees otherwise payable to such Lender but for the effect of such Limitation Period.

(c) If, under any circumstances, the aggregate amounts paid on the Notes or under this Agreement or any other Loan Document include amounts which by law are deemed interest and which would exceed the amount permitted if the Highest Lawful Rate were in effect, the Borrower stipulates that such payment and collection will have been and will be deemed to have been, to the extent permitted by applicable laws of the United States of America and the Province of Alberta and the federal laws of Canada, the result of mathematical error on the part of the Borrower, the Agent and the Lenders; and the party receiving such excess shall promptly refund the amount of such excess (to the extent only of such interest payments in excess of that which would have accrued and been payable on the basis of the Highest Lawful Rate) upon discovery of such error by such party or notice thereof from the Borrower. In the event that the maturity of any Obligation is accelerated, by reason of an election by the Lenders or otherwise, or in the event of any required or permitted prepayment, then the consideration constituting interest under applicable laws may never exceed that payable on the basis of the Highest Lawful Rate, and excess amounts paid which by law are deemed interest, if any, shall be credited by the Agent and the Lenders on the principal amount of the Obligations, or if the principal amount of the Obligations shall have been paid in full, refunded to the Borrower.

(d) All sums paid, or agreed to be paid, to the Agent and the Lenders for the use, forbearance and detention of the proceeds of any advance hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term hereof until paid in full so that the actual rate of interest is uniform but does not exceed the Highest Lawful Rate throughout the full term hereof.

(e) Without limiting the provisions of Sections 2.10(a), 2.10(b), Section 2.10(c) or 2.10(d), if any provision of this Agreement or of any of the other Loan Documents would obligate the Borrower to make any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.10(e), and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice

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in writing to the Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrower. Any amount or rate of interest referred to in this sub-section shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the Term Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination.

(f) The Borrower hereby waives, to the fullest extent it may do so under applicable law, any provisions of applicable law, including specifically the Interest Act (Canada) and the Judgment Interest Act (Alberta), which may be inconsistent with this Agreement. The Borrower confirms that it fully understands and is able to calculate the rate of interest applicable to all Obligations based on the methodology for calculating per annum rates provided for in this Agreement. The Borrower hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to this Agreement or any other Loan Document, that the interest payable under this Agreement or any other Loan Document and the calculation thereof has not been adequately disclosed to the Borrower as required pursuant to Section 4 of the Interest Act (Canada).

(g) For the purposes of the Interest Act (Canada):

(i) whenever a rate of interest or other rate per annum hereunder is expressed or calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year; and

(ii) whenever a rate of interest or other rate per annum hereunder is expressed or calculated on the basis of a year of 360 days, such rate of interest or other rate shall be expressed as a rate per annum, calculated on the basis of a 365 or 366 day year, by multiplying such rate of interest or other rate by 365 or 366 and dividing it by 360.

2.11 Illegality.

Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its Applicable Lending Office to maintain loans bearing interest at a rate determined by the Agent to exceed the Highest Lawful Rate, then the Agent shall charge an interest rate with respect to the Term Loan that will approximate the Applicable Rate or Default Rate, as applicable, that was initially agreed to in this Agreement by the parties hereto as reasonably determined by the Agent such that the interest no longer exceeds the Highest Lawful Rate.

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2.12 Regulatory Change.

In the event that by reason of any Regulatory Change or any other circumstance arising after the Closing Date affecting any Lender, such Lender incurs Additional Costs, then, upon the request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such Additional Costs incurred, together with interest on such amount from the date of such demand until payment in full thereof at the Applicable Rate.

2.13 Keepwell.

Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations in respect of Swap Obligations constituting a portion of the Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.13, or otherwise hereunder or under any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not of any greater amount. The obligations of each Qualified ECP Guarantor under this Section 2.13 shall remain in full force and effect until the Obligations are paid and performed in full. Each Qualified ECP Guarantor intends that this Section 2.13 constitute, and this Section 2.13 shall be deemed to constitute, a “keepwell, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding any other provisions of this Agreement or any other Loan Document, the Obligations owed by any Loan Party or secured by any Lien granted by such Loan Party under any Loan Document shall exclude all Excluded Swap Obligations with respect to such Loan Party.

2.14 Reserve Holdback.

On the Effective Date, Term Loan proceeds in the amount of $350,000 shall be reserved from the Initial Funding (the “ Reserve Holdback ”) to be held by the Agent, in a noninterest bearing account, on account of the Obligations. During the continuance of an Event of Default, the Agent may disburse all or any portion of the Reserve Holdback and apply such disbursed amounts to the Obligations in such order as the Agent shall determine in its sole discretion. In the event the Agent applies any portion of the Reserve Holdback to the Obligations in accordance with this Section 2.14, the Borrower shall forthwith pay and reimburse the Agent the amount of any such applied portion and deficiency such that the Reserve Holdback shall at all times maintain a balance of $350,000.

The Borrower shall be obligated to maintain the Reserve Holdback until such time as either (i) the Borrower delivers a Deposit Account Control Agreement in a form and on terms reasonably acceptable to the Agent, or (ii) the Obligations are paid and performed in full. Within three (3) Business Days of a Deposit Account Control Agreement being delivered to the satisfaction of the Agent or the Obligations are paid and performed in full, the Agent shall return and disburse the amount of the Reserve Holdback to the Borrower. The Agent, in its sole discretion, may apply the Reserve Holdback as a part of any final payment by the Borrower of all

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remaining Obligations. The Borrower acknowledges and agrees that no interest shall be payable on the Reserve Holdback.

ARTICLE III CONDITIONS AND SECURITY MATTERS

3.1 Initial Funding.

The obligations of the Agent and the Lenders to enter into this Agreement and to advance the Term Loan on the Closing Date are subject to the satisfaction of the following conditions precedent: (a) all matters incident to the consummation of the transactions contemplated herein shall be satisfactory to the Agent and the Lenders; (b) the Agent and the Lenders shall have completed to their satisfaction a due diligence review of the Loan Parties, the Royalty Lands and the Collateral, including without limitation all engineering, operations, land, title, environmental matters, equity interest agreements, cash management systems, operating agreements governing the Royalty Lands (including without limitation all marketing agreements, transportation agreements, and processing agreements) and shall be satisfied with the results of such review; (c) the Agent shall have received approval from its investment committee; and (d) the Agent shall have received, reviewed and approved the following documents and other items, appropriately executed when necessary and, where applicable, acknowledged by one or more Responsible Officers or other duly authorized representatives of the applicable Loan Party, acting on behalf of the applicable Loan Party, or others as the case may be, all in form and substance reasonably satisfactory to the Agent and dated, where applicable, of even date herewith or a date prior thereto and acceptable to the Agent:

(a) this Agreement;

(b) the Notes;

(c) the Security Documents establishing first priority Liens (and upon appropriate filing, perfected first priority Liens) (subject only to the Prior Permitted Liens) in favour or for the benefit of the Agent for the benefit of the Lenders, in and to the Collateral of the Borrower including, without limitation, the Mortgaged Properties, the assignment of the GORR Agreement and all assets of the Borrower as to which a security interest against such assets may be created and perfected under the provisions of the PPSA;

(d) the Security Documents establishing second priority Liens, in favour or for the benefit of the Agent for the benefit of the Lenders, in the Royalty Lands of the Parent Guarantor and all assets of the Parent Guarantor as to which a security interest against such assets may be created and perfected under the provisions of the PPSA, but excluding the Excluded Property;

(e) the securities pledge agreement from the Parent Guarantor with respect to all of the Equity Interests in the Borrower and the GP, together with (i) such original certificated Equity Interests or other certificates evidencing such Equity Interests, and (ii) stock or other transfer powers duly executed in blank, subject to the terms of the AIMCo Subordination Agreement;

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(f) a Guarantee Agreement from Parent Guarantor to the Agent for the benefit of the Lenders;

(g) copies of the organizational documents of Parent Guarantor and the Borrower, accompanied by a certificate dated the Closing Date issued by the secretary or an assistant secretary or another authorized representative of Parent Guarantor and the Borrower, to the effect that each such copy is correct and complete;

(h) a certificate of incumbency dated the Closing Date, including specimen signatures of all officers or other representatives of Parent Guarantor and the Borrower, who are authorized to execute Loan Documents on behalf of Parent Guarantor and the Borrower, such certificate being executed by the secretary or an assistant secretary or another authorized representative of Parent Guarantor or the relevant Borrower;

(i) copies of resolutions adopted by the relevant governing body of Parent Guarantor and the Borrower approving the Loan Documents to which Parent Guarantor or the Borrower is a party and authorizing the transactions contemplated herein and therein, accompanied by a certificate dated the Closing Date issued by the secretary or an assistant secretary or another authorized representative of Parent Guarantor and the Borrower, to the effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or rescinded in any respect and are in full force and effect as of the date of such certificate;

(j) a copy of the Development Plan;
(k) a copy of the Funds Flow Memorandum;

(l) the most recent Reserve Report, determined acceptable by the Agent acting reasonably following a technical and engineering review prepared by a petroleum engineering firm selected and retained on behalf of the Agent;

(m) certificates dated as of a recent date from the appropriate Governmental Authority evidencing the existence or qualification and, if applicable, good standing of each Loan Party in its jurisdiction of organization;

(n) for Parent Guarantor and the Borrower, results of searches of the Personal Property Security Registration System of the respective province in which such Person is organized and in which such Person owns material assets or conducts material operations, such search reports reflecting no Liens, other than Permitted Liens, against the Borrower, the Parent Guarantor or any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement;

(o) confirmation of title of the Oil & Gas Properties included in the Reserve Report, free and clear of Liens other than Permitted Liens;

(p) a certificate or certificates evidencing the insurance coverage required by the provisions of Section 5.17;

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(q) payment from the Borrower of estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the filing and recordation of any Security Documents;

(r) the opinion of McCarthy Tétrault LLP, as counsel to the Loan Parties for purposes of the transactions which are the subject of this Agreement, in form and substance reasonably satisfactory to the Agent;

(s) a certificate of a Responsible Officer of the Loan Parties to the effect that, after giving effect to the transactions which are the subject of this Agreement, all representations and warranties made by the Loan Parties in this Agreement or any other Loan Documents in place on the Closing Date are true and correct, in all material respects, as of the Closing Date;

(t) pro forma consolidated financial statements and projections of the Loan

Parties;

(u) pro forma Compliance Certificate as of the Closing Date;

(v) confirmation reasonably acceptable to the Agent that there is no litigation or other action of any nature involving any Loan Party pending before any Governmental Authority or, to the best knowledge of each Loan Party, threatened against or involving such Loan Party, or any other Contingent Obligation which might reasonably be expected to result in Material Adverse Effect on the Borrower, any other Loan Party, or the transactions contemplated by the Royalty Purchase Agreement and the GORR Agreement, except as set out in Schedule 4.9;

(w) confirmation reasonably acceptable to the Agent that no event or circumstance shall have occurred which could reasonably be expected to have a Material Adverse Effect or adverse change in loan syndication, financial, banking or capital market conditions;

(x) payment of estimated fees and expenses of counsel to the Agent and Approved Hedge Counterparty incurred through the Closing Date;

(y) an Environmental Certificate and evidence that the environmental condition of the Oil & Gas Properties is acceptable to the satisfaction of the Agent;

(z) completion of background and credit checks on the Borrower and the Parent Guarantor to the satisfaction of the Agent;

(aa) a duly executed copy of the Royalty Purchase Agreement with all exhibits and schedules attached thereto and such other documents satisfactory to Agent evidencing closing under the Royalty Purchase Agreement;

(bb) a duly executed copy of the GORR Agreement with all exhibits and schedules attached thereto and such other documents satisfactory to Agent evidencing closing under the GORR Agreement;

(cc) confirmation reasonably acceptable to the Agent that the Overriding Royalty (as defined in the Royalty Purchase Agreement) is acquired by the Borrower free and clear

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of all Liens, except those Liens permitted under the terms of the Royalty Purchase Agreement, together with a no interest letter from AIMCo with respect to any security interest thereon;

(dd) a duly executed AIMCo Subordination Agreement;

(ee) a duly executed AIMCo Second Amended and Restated Credit Agreement, whereby the maturity date of all outstanding indebtedness owing to AIMCo thereunder is extended by at least 36 months;

(ff) confirmation reasonably acceptable to the Agent that the trailing 30-day average daily production from the Royalty Lands is at least 270 barrel of oil equivalent per day;

(gg) executed Alberta Land Titles Office name search consent, in form and substance satisfactory to the Agent, from the Borrower and the Parent Guarantor;

(hh) a duly executed Fee Agreement; and

(ii) such other agreements, documents, instruments, opinions, certificates, waivers, consents, diligence and evidences as the Agent or any Lender may reasonably request.

3.2 Waiver of Conditions.

The conditions set out in Section 3.1 are inserted for the sole benefit of the Lenders. The conditions set out in Section 3.1 may be waived only by consent of the Lenders, in whole or in part and with or without terms or conditions, in respect of all of any portion of the Initial Funding without affecting the right of the Lenders to assert such terms and conditions in respect of any other matter contemplated by this Agreement.

3.3 Exclusivity of Remedies.

Nothing herein contained or in the Security Documents now held or hereafter acquired by the Agent or the Lenders nor any act or omission of the Agent or the Lenders with respect to any such Security Document, will in any way prejudice or affect the rights, remedies or powers of the Agent or the Lenders with respect to any other security at any time held by the Agent or the Lenders.

3.4 Form of Security Documents.

The Security Documents and all other agreements, documents and instruments referred to in Section 3.1 will be in such form or forms as will be required by the Agent acting reasonably. Should the Agent, acting reasonably, determine at any time and from time to time that the form and nature of the then existing Security Document is deficient in any way or does not fully provide the Agent and the Lenders with the Liens and priority to which each is entitled hereunder, Parent Guarantor or the Borrower, as applicable, will forthwith execute and deliver or cause to be executed and delivered to the Agent, at the Borrower’s expense, such amendments to the Security Documents or provide such new security as the Agent may reasonably request.

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3.5 After-Acquired Property.

All property acquired by or on behalf of the Loan Parties after the date of execution of the Security Documents which forms part of the property of the Loan Parties (hereinafter collectively referred to as “ After-Acquired Property ”), will be subject to the charges and security interests of the Security Documents, without any further conveyance, mortgage, pledge, charge, assignment or other act on the part of such parties. Without limiting the effect of the preceding sentence, the Loan Parties will from time to time execute and deliver, or cause to be executed and delivered, and the Agent will register, all at the Borrower’s expense, such instruments supplemental to the Security Documents, in form and substance satisfactory to the Agent, acting reasonably, as may be necessary or desirable to ensure that the Security Documents, as amended and supplemented, constitute in favour of the Agent and the Lenders an effective first priority fixed and floating charge or security interest over such After-Acquired Property as required hereunder, subject only to Prior Permitted Liens.

3.6 Undertaking to Grant Additional Fixed Charge Security.

If the Lenders, on reasonable grounds and in good faith, determine that there has been a Material Adverse Effect, or if an Event of Default exists, the Loan Parties, at the request of the Agent, shall forthwith (and in any event not more than five (5) Business Days after the receipt of such request) grant, or cause to be granted, to the Agent for the benefit of the Agent and the Lenders, additional first priority fixed charges to any charges already contained in the Security Documents (subject only to Prior Permitted Liens and the AIMCo Subordination Agreement) over such of the Loan Parties’ property as the Agent, acting reasonably, determines as security for all then present and future Obligations. In this connection, the Loan Parties will:

(a) provide the Agent with such information as is reasonably required by the Agent to identify the additional property to be charged pursuant to this Section 3.6;

(b) do all such things as are reasonably required to grant in favour of the Agent, on behalf of itself, the Lenders a first priority fixed Lien (subject only to Prior Permitted Liens and the AIMCo Subordination Agreement) in respect of such additional property to be so charged pursuant to this Section 3.6;

(c) provide the Agent with all corporate or partnership, as applicable, resolutions and other action, as reasonably required, for the Loan Parties to grant to the Agent, on behalf of itself, the Lenders a first priority fixed Lien (subject only to Prior Permitted Liens and the AIMCo Subordination Agreement) in the property identified by the Agent to be so charged;

(d) provide the Agent with such security instruments, legal opinions and other documents which the Agent, acting reasonably, deems are necessary to give full force and effect to this Section 3.6;

(e) assist the Agent in the registration or recording of such agreements and instruments in such public registry offices in Canada or any province thereof as the Agent, acting reasonably, deems necessary to give full force and effect to this Section 3.6; and

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(f) pay all costs and expenses incurred by the Agent in connection with the preparation, execution and registration of all agreements, documents and instruments, including any amendments to the Security Documents, made in connection with this Section 3.6.

3.7 Registration of Security Documents.

The Security Documents will be registered in such offices in Canada or any province thereof as the Agent may from time to time require to protect the Liens created thereby. The Loan Parties will assist the Agent in the registration or recording of such agreements and instruments in such public registry offices in Canada or any province thereof as the Agent, acting reasonably, deems necessary to give full force and effect to this Section 3.7.

3.8 PPSA Waiver.

The Loan Parties hereby waive any requirement for the Agent or any Lender to provide copies of registrations, verification statements, financing statements, financing change statements or similar documents undertaken by the Agent or any Lender pursuant to the PPSA or equivalent legislation in other jurisdictions.

3.9 Conditions Subsequent.

Within 14 days of the Closing Date, the Agent shall have received, to its satisfaction as to form and to the terms and conditions thereof, confirmation that the commodity hedging accounts have been established and are available to the Borrower, and the Loan Parties shall deliver all other documentation in connection therewith reasonably requested by the Agent, including without limitation any Commodity Hedge Agreements.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Agent and the Lenders to enter into this Agreement and to induce the Lenders to make the Term Loan, the Loan Parties represent and warrant to the Agent and each Lender (which representations and warranties shall survive the delivery of the Notes) as follows. To the extent applicable, these representations and warranties shall be made giving effect to the consummation of the conveyances contemplated by the Royalty Purchase Agreement.

4.1 Due Authorization.

The execution and delivery by the Loan Parties of this Agreement and the borrowing by the Borrower hereunder, the execution and delivery by the Borrower of the Notes, the repayment of the Notes, payment of interest and fees provided for in the Notes and this Agreement, the execution and delivery by each Loan Party of the Security Documents to which it is a party and the performance by each Loan Party of its obligations under the Loan Documents to which it is a party are within the power of the relevant Loan Party, have been duly authorized by all necessary action by the relevant Loan Party, and do not and will not (a) require the consent of any Governmental Authority, (b) contravene or conflict with any Requirement of Law, (c) contravene or conflict with any indenture, instrument or other agreement to which the relevant Loan Party is a party or by which any Property of the relevant Loan Party may be presently bound

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or encumbered or (d) result in or require the creation or imposition of any Lien in, upon or on any Property of the relevant Loan Party under any such indenture, instrument or other agreement, other than under any of the Loan Documents to which it is a party.

4.2 Existence.

Each Loan Party is a corporation, limited liability company or limited partnership, as the case may be, duly organized, legally existing and, if applicable, in good standing under the laws of its jurisdiction of organization and is duly qualified as a foreign corporation, foreign limited partnership, or foreign limited liability company, as the case may be, and, if applicable, is in good standing in all jurisdictions wherein the ownership of Property or the operation of its business necessitates the same, other than those jurisdictions wherein the failure to so qualify would not have a Material Adverse Effect.

4.3 Valid and Binding Obligations.

All Loan Documents to which a Loan Party is a party, when duly executed and delivered by the relevant Loan Party, constitute the legal, valid and binding obligations of the relevant Loan Party enforceable against such Loan Party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.4 Security Documents.

The provisions of each Security Document executed by the Loan Parties are effective to create, in favour of the Agent, a legal, valid and enforceable Lien in all right, title and interest of the relevant Loan Party in the Property of such Loan Party described therein, which Lien constitutes a first or second priority Lien (as applicable) upon filing with the appropriate government office (except as to Prior Permitted Liens) on all right, title and interest of the Loan Parties in the Collateral of the Loan Parties described therein.

4.5 Title to Property.

Except for the Permitted Liens, each Loan Party has good and defensible title to all of its material Property, free and clear of all encumbrances, preferential rights, whether vested or otherwise, and Liens (except Permitted Liens) related to the Property.

4.6 Scope and Accuracy of Financial Statements.

The pro forma consolidated financial statements and financial projections provided to the Agent in satisfaction of the condition set forth in Section 3.1(t) are based on good faith estimates and assumptions believed by the Loan Parties to be reasonable as of the date of the applicable financial statements or projections. All financial statements of the Loan Parties that have been delivered to Agent or Lenders by the Loan Parties pursuant to Section 5.2 and Section 5.3 are consistent with the books of account and records of the Loan Parties, (b) have been prepared in accordance with GAAP, on a consistent basis throughout the indicated periods, except that the unaudited financial statements contain no footnotes and are subject to year-end

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adjustments, and (c) present fairly in all material respects the consolidated financial condition, assets and liabilities and results of operations of the Loan Parties at the dates and for the relevant periods indicated in accordance with GAAP on a basis consistently applied, except as otherwise expressly noted therein. No Loan Party has any material obligations or liabilities of any kind required to be disclosed therein that are not disclosed in such audited financial statements, and since the date of the most recent financial statements submitted to Agent or Lenders pursuant to Section 5.2 or Section 5.3, there has not occurred any event or condition that could be reasonably expected to have a Material Adverse Effect.

4.7 No Material Adverse Effect or Default.

No event or circumstance has occurred since December 31, 2020 which could reasonably be expected to have a Material Adverse Effect, and no Default has occurred and is continuing.

4.8 No Material Misstatements.

No information, exhibit, statement or report furnished to the Agent or any Lender by or at the direction of the Loan Parties in connection with this Agreement or any other Loan Document contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading as of the date made or deemed made; provided that, with respect to projected financial information, it represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

4.9 No Litigation.

Except as set out in Schedule 4.9, no litigation or other action of any nature involving any Loan Party is pending before any Governmental Authority or, to the best knowledge of each Loan Party, threatened against or involving such Loan Party which might reasonably be expected to result in any impairment of its ownership of any of its Property or have a Material Adverse Effect.

4.10 Authorizations; Consents.

No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any Governmental Authority or any other Person is required to authorize or is otherwise required in connection with the valid execution and delivery by such Loan Party of the Loan Documents to which it is a party or the performance of its obligations thereunder or the performance by such Loan Party of the Obligations.

4.11 Compliance with Laws.

Each Loan Party and its Property are in compliance in all material respects with all applicable Requirements of Law, including Environmental Laws, except as could not be reasonably expected to have a Material Adverse Effect.

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4.12 Canadian Pension Plan.

None of the Loan Parties maintain, nor have any of the Loan Parties maintained, any Canadian Pension Plan. None of the Loan Parties currently contribute to or have any obligation to contribute to or otherwise have any liability with respect to any Canadian Pension Plan.

4.13 Environmental Laws.

(a) Except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate or approval of the relevant Governmental Authority, no Release of Hazardous Substances by the Loan Parties or from, affecting or related to any Property of the Loan Parties (including, but not limited to, the Royalty Lands) has occurred, except as set out in Schedule 4.13.

(b) No Environmental Complaint has been received by it.

4.14 Compliance with Federal Reserve Regulations.

No transaction contemplated by the Loan Documents is in violation of any regulations promulgated by the Board of Governors of the Federal Reserve System, including Regulations T, U or X.

4.15 Investment Company Act Compliance.

None of the Loan Parties are, nor is any Loan Party directly or indirectly controlled by or acting on behalf of any Person which is, an “investment company” or an “affiliated person” of an “investment company” within the meaning of the Investment Company Act of 1940.

4.16 Proper Filing of Tax Returns; Payment of Taxes Due.

Each Loan Party has duly and properly filed its income tax returns or income tax information returns, and all other tax returns which are required to be filed by such Loan Party and has paid all taxes, if any, shown as due from such Loan Party, except where appropriate extensions have been filed or except such as are being contested in good faith and as to which adequate provisions and disclosures have been made or as could not reasonably be expected to have a Material Adverse Effect. The respective charges and reserves on the books of the Loan Parties with respect to Taxes and other governmental charges, if any of such are required by applicable law or GAAP, are adequate, except as could not reasonably be expected to have a Material Adverse Effect.

4.17 Refunds.

There are no orders of, proceedings pending before, or other requirements of any Governmental Authority which could result in the Loan Parties being required to refund any portion of the proceeds received or to be received from the sale of Hydrocarbons constituting part of the Mortgaged Property.

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4.18 Pre-Paid Contracts.

No Loan Party is a party to or subject to any “take or pay” arrangement or other prepayment arrangement which would require any Loan Party to deliver Hydrocarbons produced from their Oil & Gas Properties at some future time without then or promptly thereafter receiving full payment for such delivery.

4.19 Intellectual Property.

Each Loan Party owns or is licensed to use all Intellectual Property necessary to conduct all business (financial or otherwise) or operations as such business or operations are currently conducted, except as could not reasonably be expected to have a Material Adverse Effect. No claim has been asserted or is pending by any Person with respect to the use by any Loan Party of any such Intellectual Property or challenging or questioning the validity or effectiveness of any such Intellectual Property; and none of the Loan Parties know of any valid basis for any such claim. The use of such Intellectual Property by the relevant Loan Party does not infringe on the rights of any Person, except as could not be reasonably expected to have a Material Adverse Effect.

4.20 Casualties or Taking of Property.

Since December 31, 2020, neither the business nor any Property of any Loan Party has been materially and adversely affected as a result of any casualty or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority.

4.21 Location of Loan Parties.

The principal place of business and chief executive office of each Loan Party is located at the address of such Loan Party set forth in Section 9.3 or at such other location as such Loan Party may have, by proper written notice hereunder, advised the Agent, provided that such other location is within a province in which appropriate financing statements naming such Loan Party as debtor and naming Agent as secured party, have been filed, if required by applicable law.

4.22 Subsidiaries.

Except as set forth on Schedule 4.22, the Loan Parties have no Subsidiaries.

4.23 Compliance with Anti-Terrorism Laws, Anti-Corruption and Anti-Bribery Laws and AML Legislation.

(a) No Loan Party nor any Affiliate of any Loan Party, nor any of their respective directors, officers, employees or, to the best knowledge of each Loan Party, agents or any other person or entity acting on behalf of the Loan Parties, is in violation of any Anti-Terrorism Law, Anti-Corruption and Anti-Bribery Law or AML Legislation or knowingly engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, AntiCorruption and Anti-Bribery Law or AML Legislation.

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(b) No Loan Party or any Affiliate of any Loan Party is any of the following (each a “ Blocked Person ”):

(i) a Person that is listed in the annex, to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(iii) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224;

(v) a Person or entity that is named as a “specially designated national” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or

(vi) a Person or entity that is a Sanction Designated Person, and no director or officer of any of them is an individual that is currently, or has in the past 5 years been, subject to any Sanctions or is on any Sanctions List; or

(vii) a Person or entity who is affiliated with a Person or entity listed

above.

(c) None of the Loan Parties nor any Affiliate of the Loan Parties (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any Property or interests in Property blocked pursuant to Executive Order No. 13224.

(d) None of the Loan Parties nor any Affiliate of the Loan Parties are in violation of any rules or regulations promulgated by OFAC or of any economic or trade sanctions administered and enforced by OFAC or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any rules or regulations promulgated by OFAC.

(e) No action, suit or proceeding by or before any court or any arbitrator or any Governmental Authority or body involving the Loan Party or any of its Subsidiaries or their respective directors or officers or, to the best of the knowledge of each Loan Party, the employees, agents, or representatives of each of them, is pending or, to the best of the knowledge of each Loan Party, threatened with respect to Anti-Terrorism Laws, Anti-Corruption and Anti-Bribery Laws or AML Legislation.

(f) None of the Loan Parties nor any Affiliates of the Loan Parties nor their respective directors, officers or, to the best of the knowledge of each Loan Party, employees or agents, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or

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unlawful expense relating to political activity, or (ii) taken any action in furtherance of an unlawful offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or (anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for public office) or made any other bribe, rebate, payoff, influence payment or kickback intended to improperly influence official action or secure an improper advantage.

4.24 Material Documents.

Neither the Royalty Purchase Agreement nor the GORR Agreement has been amended or otherwise modified to the date hereof except as disclosed to the Agent in writing. Except as set out in Schedule 4.9, no litigation or other action of any nature involving the Royalty Lands is pending before any Governmental Authority and no such litigation or other action is threatened against or involving the Royalty Lands.

4.25 Related Party Transactions.

Except as set out in Schedule 4.25, (i) none of the Loan Parties are party to or bound by any agreement, contract, whether written or oral, or other instrument with any person or entity that is controlled by, whether directly or indirectly, or in common control with or by one or more of the members of such Borrower, and (ii) none of the Properties owned by the Loan Parties are subject to any agreement that grants an interest in and to such Properties to any person or entity that is controlled by, whether directly or indirectly, or in common control with or by one or more of the members of such Borrower.

ARTICLE V AFFIRMATIVE COVENANTS

So long as any Obligation remains outstanding or unpaid, the Loan Parties shall:

5.1 Maintenance and Access to Records.

Keep adequate records, in accordance with GAAP, of all of their transactions so that at any time, and from time to time, the Loan Parties’ true and complete financial condition may be readily determined, and promptly following the reasonable request of the Agent or any Lender, make such records available for inspection by the Agent or any Lender and, at the expense of the Borrower, allow the Agent or any Lender to make and take away copies thereof.

5.2 Quarterly Unaudited Financial Statements and Compliance Certificates.

Deliver to the Agent, on or before the 60[th] day after the close of each fiscal quarter, commencing with the quarter ending March 31, 2021, (a) a copy of the Financial Statements as of the close of the relevant fiscal quarter and from the first day of the then current fiscal year to the end of the relevant fiscal quarter, such Financial Statements to be certified by the Financial Officer of the Loan Parties as having been prepared by the Loan Parties in accordance with GAAP consistently applied and as a fair presentation of the financial condition of the Loan Parties, on a

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consolidated basis, subject to changes resulting from normal year-end audit adjustments, (b) a Compliance Certificate prepared, as to section 2 thereof, as of the close of the relevant fiscal quarter or quarterly period or year-to-date period, as applicable, and to include the then current LLR of the Parent Guarantor (and any other Loan Party that may from time to time become a licensee), and (c) a reconciliation, setting forth in reasonable detail, and in form satisfactory to the Agent, the variance between the actual financial performance relative to the projections in the Development Plan, including, without limitation, a reconciliation between the actual and projected cash receipts and disbursements and a written summary of the causes for any material variations for the relevant fiscal quarter and from the first day of the then current fiscal year to the end of the relevant fiscal quarter.

5.3 Annual Audited Financial Statements, Compliance Certificate and Environmental Certificate.

Deliver to the Agent, on or before the 120[th] day after the close of each fiscal year of the Loan Parties, commencing with that ending on December 31, 2021, (a) a copy of the audited Financial Statements as at the close of such fiscal year and for the fiscal year then ended, audited by a full service accounting firm of regional or national reputation having a dedicated oil and gas audit practice, (b) a Compliance Certificate prepared, as to section 2 thereof, as of the close of the end of the relevant fiscal year, and (c) an Environmental Certificate prepared, as of the close of the end of the relevant fiscal year.

5.4 Reserve Reports; LOE Reports; Production Reports; Payables Aging; Additional Development Plans; Financial Projections; Monthly Compliance Certificate and LLR.

(a) Deliver to the Agent, no later than each March 31[st] during the term of this Agreement, a Reserve Report, in form satisfactory to the Agent, acting reasonably, prepared as of the preceding December 31[st] , and certified by the reservoir engineering firm approved in writing by the Agent preparing the relevant Reserve Report as fairly and accurately setting forth (i) the PDP, PUD, shut-in, behind-pipe and undeveloped Reserves (separately classified as such) attributable to the Oil & Gas Properties of the Loan Parties, (ii) the aggregate PV-10 value of the future net income with respect to PDP Reserves attributable to the Oil & Gas Properties of the Loan Parties, (iii) projections of the annual rate of production, gross income and net income with respect to such PDP Reserves, (iv) information with respect to the “take-or-pay,” “prepayment” and gas-balancing liabilities of the Loan Parties with respect to such PDP Reserves and (v) general economic assumptions.

(b) Deliver to the Agent, no later than December 31[st] of each year, financial projections for the Loan Parties, on a consolidated basis, as at the close of each month of the subsequent fiscal year, which financial projections shall be presented in the form of Financial Statements.

(c) Deliver to the Agent, in connection with any proposed well reactivation expenditures pursuant to the Development Plan, such supporting information as may be requested by Agent related to the proposed expenditures.

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(d) Deliver to the Agent, no later than December 31[st] of each year, a Development Plan, in form reasonably acceptable to the Agent, setting forth proposed activities with respect to the Oil & Gas Properties of the Loan Parties during the subsequent fiscal year.

(e) Deliver to the Agent, no later than the 30[th] day following the end of each

fiscal month:

(i) a report in comparative form to the Development Plan, in form reasonably satisfactory to the Agent, setting forth information as to quantities of production from the Royalty Lands, volumes of production sold, volumes of production committed to Commodity Hedge Agreements, pricing, purchasers of production, gross revenues, lease operating expenses, EBITDA and such other information as the Agent or any Lender may request with respect to the relevant monthly period; and

(ii) the monthly LLR report of the Parent Guarantor (and any other Loan Party that may from time to time become a licensee) published by the AER on https://www.aer.ca/regulatingdevelopment/project-closure/liability-management-programs-andprocesses/liabilitymanagement-rating-and-reporting. The Loan Parties further covenant and agree to provide to the Agent, and/or cause the Agent to obtain, access at any time to such monthly LLR report(s) on such website.

(f) Deliver to the Agent, no later than the 45[th] day following the end of each fiscal month, a Compliance Certificate prepared, as to section 2 thereof, as of the close of the end of the relevant fiscal month.

(g) Deliver to the Agent, on a written request from the Agent to the Borrower, an aging of the accounts payable of the Loan Parties, on a consolidated basis.

(h) Deliver to the Agent, as soon as practicable and in any event within four (4) Business Days after the end of each calendar week of each fiscal year, a report in form and substance satisfactory to the Agent, acting reasonably, with respect to the volume of production from the Oil & Gas Properties of the Parent Guarantor and the Borrower. Such report may contain approximations and estimates which may not reflect actual production and sales numbers when determined.

5.5 Title; Title Defects; Mortgaged Properties.

(a) Within thirty (30) days after request of the Agent, furnish to the Agent confirmation of title reasonably acceptable to the Agent, covering Oil & Gas Properties of the relevant Loan Parties (to the extent not delivered on the Closing Date).

(b) Promptly, but in any event within 30 days after notice by the Agent of any title defect having a Material Adverse Effect, clear such title defect.

5.6 Notices of Certain Events.

Deliver to the Agent, immediately upon having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by a

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Responsible Officer of the Borrower, and setting forth the relevant event or circumstance and the steps being taken by the Borrower with respect to such event or circumstance:

(a) any Default or Event of Default;

(b) any default or event of default under any contractual obligation of any Loan Party, or any litigation, investigation or proceeding between any Loan Party and any Governmental Authority which, in either case, if not cured or if adversely determined, as the case may be, would reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding involving any Loan Party as a defendant or in which any Property of any Loan Party is subject to a claim and in which the amount involved is $100,000 or more and which is not covered by insurance or in which injunctive or similar relief is sought, together with any material developments or steps taken in connection with the [redacted – name of litigation action] ;

(d) the receipt by the Loan Parties of any Environmental Complaint, which if adversely determined would reasonably be expected to have a Material Adverse Effect;

(e) any actual, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Loan Parties following any allegation of a violation of any Requirement of Law;

(f) any Release of Hazardous Substances by the Loan Parties or from, affecting or related to any Property of the Loan Parties or Property of others adjacent to Property of the Loan Parties which would reasonably be expected to have a Material Adverse Effect, except in accordance with applicable Requirements of Law or the terms of a valid permit, license, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension or forfeiture of or failure to renew, any permit, license, registration, approval or authorization which could reasonably be expected to have a Material Adverse Effect;

(g) the receipt by the Loan Parties of any Abandonment/Reclamation Order or other material notices related to any directives, rules, regulations or other orders issued by any applicable Energy Regulator in respect of or otherwise affecting any of the Oil & Gas Properties or related facilities or assets of the Loan Parties, or any of them, together with a calculation of the estimate of expenditures required in order to comply with such Abandonment/Reclamation Order;

(h) any change in Razor Management;

(i) the receipt by the Loan Parties from any Governmental Authority of any written notice stating that any Loan Party is non-compliant with any Requirement of Law or if any Governmental Authority related to its properties or assets are suspended or revoked; and

(j) any other event or condition which could reasonably be expected to have a Material Adverse Effect.

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5.7 Tax Returns

Furnish to the Agent, promptly upon, but in no event more than thirty (30) days after, each filing of an annual income tax return of the Borrower with the Canada Revenue Agency, a copy thereof.

5.8 Additional Information.

Furnish to the Agent, promptly upon the request of the Agent, such additional financial or other information concerning the assets, liabilities, operations and transactions of the Loan Parties as the Agent may from time to time reasonably request; and notify the Agent not less than ten (10) Business Days prior to the occurrence of any condition or event that may change the proper location for the filing of any financing statement or other public notice or recording for the purpose of perfecting a Lien in any Collateral, including any change in its name or the location of the jurisdiction of organization, principal place of business or chief executive office of the relevant Loan Party; and upon the request of the Agent, the relevant Loan Party shall execute such additional Security Documents as may be necessary or appropriate in connection therewith.

5.9 Compliance with Laws.

Comply, in all material respects, with all applicable Requirements of Law, including (a) Environmental Laws, (b) Anti-Terrorism Laws and Anti-Corruption and AntiBribery Laws, (c) Canadian Employee Benefits Legislation, (d) AML Legislation and (e) all permits, licenses, registrations, approvals and authorizations (i) related to any natural or environmental resource or media located on, above, within, related to or affected by any Property of the Loan Parties, (ii) required for the performance of the operations of the Loan Parties, or (iii) applicable to the use, generation, handling, storage, treatment, transport, or disposal of any Hazardous Substances, except in each case as could not be reasonably expected to have a Material Adverse Effect; and use its best efforts to cause all employees, agents, contractors, subcontractors and future lessees (pursuant to appropriate lease provisions) of the Loan Parties, while such Persons are acting within the scope of their relationship with the relevant Loan Party, to comply with all such Requirements of Law as may be necessary or appropriate to enable the relevant Loan Party to so comply.

5.10 Payment of Assessments and Charges.

Pay all Taxes, assessments, governmental charges, rent and other Indebtedness which, if unpaid, might become a Lien against any Property of any Loan Party, except any of the foregoing being contested in good faith and as to which an adequate reserve in accordance with GAAP has been established.

5.11 Maintenance of Existence or Qualification and Good Standing.

Maintain its corporate, limited liability company or limited partnership, as the case may be, existence or qualification and, if applicable, good standing in its jurisdiction of organization and in all jurisdictions wherein any material Property now owned or hereafter acquired or business now or hereafter conducted by it necessitates same.

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5.12 Payment of Notes; Performance of Obligations.

Do and perform every act and discharge all of the other Obligations. The Borrower shall pay the Notes according to the reading, tenor and effect thereof.

5.13 Further Assurances; Post-Closing Obligations.

Promptly upon reasonable written request of the Agent, cure any defects in the execution and delivery of any of the Loan Documents to which the relevant Loan Party is a party, and execute, acknowledge and deliver to the Agent such other assurances and instruments as shall, in the reasonable opinion of the Agent, be necessary to fulfill the terms of the Loan Documents to which the relevant Loan Party is a party. Any failure by the Loan Parties to timely perform and comply with any of the covenants and requirements as set forth in this Section 5.13 (as determined by Agent, in its sole but reasonable discretion) shall constitute an Event of Default under Section 7.1(c) of the Credit Agreement.

5.14 Initial Expenses of Agent.

Upon written request by the Agent, the Borrower shall promptly reimburse the Agent for all reasonable fees and expenses of the Agent’s advisors in connection with the preparation of this Agreement and all documentation contemplated hereby, the satisfaction of the conditions precedent set forth herein, the filing and recordation of Security Documents, and the consummation of the transactions contemplated in this Agreement.

5.15 Subsequent Expenses of Agent and Lenders.

(a) The Borrower shall promptly reimburse:

(i) all out-of-pocket amounts reasonably expended, advanced or incurred by or on behalf of the Agent (i) to satisfy any obligation of the Loan Parties under any of the Loan Documents; (ii) to administer the Loan Documents or to ratify, amend, restate or prepare additional Loan Documents, as the case may be; (iii) in connection with the filing and recordation of Security Documents; and which amounts shall include all reasonable attorney’s fees, together with interest at the Applicable Rate on each such amount from the date of notification by the Agent that the same was expended, advanced or incurred by the Agent until the date it is repaid to the Agent; (iv) in connection with certain back office and administrative services related to the Term Loan provided by any third party loan servicer as Agent may select from time to time; (v) in connection with all valuation services related to the Term Loan; and (vi) associated with rating agency services, risk mitigation providers and insurance, provided, however, neither of the fees and expenses in connection with (a)(v) or, separately, (a)(vi), shall exceed $25,000 per fiscal year; and

(ii) following the occurrence of an Event of Default, promptly reimburse all out-of-pocket costs and expenses, if any, of the Agent or any of the Lenders (i) to enforce their respective rights under any of the Loan Documents; (ii) to collect the Obligations and (iii) to protect the Properties or business of the Loan Parties, which amounts shall be deemed compensatory in nature and liquidated as to amount upon notice to the Borrower by the Agent and which costs and expenses shall include (A) all court costs, (B) reasonable attorneys’ fees, (C)

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reasonable fees and expenses of auditors and accountants and other professionals incurred to protect the interests of the Agent or the Lenders, (D) fees and expenses incurred in connection with the participation by the Agent and the Lenders as members of the creditors’ committee in any Insolvency Proceeding, and (E) fees and expenses incurred in connection with any Insolvency Proceeding, all reasonably incurred by the Agent and the Lenders in connection with the collection of any sums due under the Loan Documents, together with interest at the Applicable Rate on each such amount from the date of notification that the same was expended, advanced or incurred by the Agent or any Lender until the date it is repaid to the Agent or such Lender, with the obligations under this Section 5.15 surviving the non-assumption of this Agreement in any Insolvency Proceeding and being binding upon the Loan Parties and/or a trustee, receiver, custodian or liquidator of the Loan Parties appointed in any such case.

(b) Notwithstanding any provision to the contrary herein, the Loan Parties agree that, upon five (5) Business Days’ notice, the Agent may debit the Loan Parties’ account or accounts that are subject to exclusive control by the Agent or any account or accounts maintained by the Agent into which Term Loan proceeds have been funded for any amounts payable pursuant to this Section 5.15.

5.16 Maintenance and Inspection of Properties.

Maintain or, to the extent that the right or obligation to do so rests with another Person, exercise commercially reasonable efforts to cause such other Person to maintain all of the tangible Properties of the Loan Parties in good repair and condition, ordinary wear and tear excepted; make or, to the extent that the right or obligation to do so rests with another Person, exercise commercially reasonable efforts to cause such other Person to make all necessary replacements thereof and operate such Properties in a good and workmanlike manner; and permit any authorized representative of the Agent, upon prior notice to the Borrower, to visit and inspect, at reasonable times during normal business hours, any tangible Property of the Loan Parties; provided, however, that Agent may visit and inspect such tangible Property of any Loan Party at any time without prior notice during the continuance of an Event of Default.

5.17 Maintenance of Insurance.

Maintain or cause to be maintained insurance with respect to its Properties and businesses against such liabilities, casualties, risks and contingencies as is customary in the relevant industry and sufficient to prevent a Material Adverse Effect, all such insurance to be in amounts and from insurers reasonably acceptable to the Agent and name the Agent as an additional insured and loss payee.

5.18 Environmental Indemnification.

The Borrower shall indemnify and hold the Agent and each of the Lenders and their respective shareholders, officers, directors, employees, agents, advisors, attorneys-in-fact and Affiliates and each trustee for the benefit of the Agent or the Lenders under any Security Document (each of the foregoing an “ Indemnitee ”) harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all reasonable

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costs and expenses incurred in connection therewith (including attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under, or from any Property of the Loan Parties, whether prior to or during the term hereof, (b) any activity carried on or undertaken on any Property of the Loan Parties, whether prior to or during the term hereof, and whether by any of the Loan Parties or any of the predecessors in title, employees, agents, contractors or subcontractors of or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the Loan Parties, (d) any contamination of any Property or natural resources arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by any of the Loan Parties or any employees, agents, contractors or subcontractors of any of the Loan Parties while such Persons are acting within the scope of their relationship with the relevant Loan Party, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, provided that such indemnity shall not extend to (i) any act or omission by the Agent or any Lender with respect to any Property subsequent to the Agent or any Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the Agent or any Lender or (ii) any claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arising from, caused by or otherwise related to any gross negligence or wilful misconduct of the Agent or any Lender. All amounts due under this Section 5.18 shall be payable on written demand therefor by the Agent.

5.19 General Indemnification.

The Borrower shall indemnify and hold each Indemnitee harmless from and against any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (i) the preparation, execution, delivery, administration and enforcement of this Agreement and the other Loan Documents, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder and consummation of the transactions contemplated hereby and thereby, (ii) the use of proceeds of the Term Loan, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not extend to any such loss, claim, damage, liability or expense arising from the gross negligence or wilful misconduct, whether sole or concurrent, of any Indemnitee; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement. For the avoidance of doubt, this Section 5.19 includes the reasonable fees, disbursements and other charges of a single lead counsel for, and local counsel as my be required by, the Agent and the Lenders. All amounts due under this Section 5.19 shall be payable on written demand therefor.

5.20 Compliance with Anti-Terrorism Laws, Anti-Corruption and Anti-Bribery Laws and AML Legislation.

Institute and maintain, and cause each of its Subsidiaries to institute and maintain, policies and procedures designed to promote and ensure compliance with Anti-Terrorism Laws,

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Anti-Corruption and Anti-Bribery Laws and AML Legislation in all jurisdiction where each operate. The Loan Parties shall deliver to the Agent any certification or other evidence requested from time to time by the Agent, in its reasonable discretion, confirming compliance by the Loan Parties with the provisions of any or all applicable Anti-Terrorism Laws, Anti-Corruption and Anti-Bribery Laws and AML Legislation.

5.21 Board and Management Meetings.

The Borrower shall hold a meeting of the governing body of the Borrower at least annually and, in connection with each such meeting or any proposed action without a meeting, as the case may be, (i) provide to the Agent reasonable advance notice of the meeting or reasonable advance notice of any proposed action without a meeting, (ii) provide to the Agent, reasonably in advance of the meeting or proposed action without a meeting, copies of all written materials provided to the directors, and (iii) so long as the Loan Balance exceeds $1,000,000, allow the Agent Observer to attend the meeting as a non-voting observer. Any of the meetings held pursuant to this Section 5.21 may be held telephonically. If necessary, the Borrower shall cause any required amendments to its organizational documents to effect and permit the provisions of this Section 5.21. Notwithstanding the foregoing, the Borrower shall be entitled to (x) exclude the Agent Observer from any portion of any meeting or telephone call (i) when the governing body discusses any matters relating to this Agreement, the other Loan Documents, or the Loan Parties’ relationship with the Agent or the Lenders, or (ii) if and to the extent the Borrower reasonably believes that the Agent Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Agent Observer or affect the attorney/client or a similar privilege of the Loan Parties and their legal advisors, and (y) withhold from the Agent Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoing. The Borrower will reimburse the Agent Observer for all reasonable and documented costs and expenses incurred in connection with its participation in any meetings pursuant to this Section 5.21 not to exceed $2,500 annually.

5.22 Material Contracts.

Comply in all material respects with material contracts.

5.23 Control Account.

The Borrower shall (a) remit all payments received by it pursuant to the GORR Agreement to the Control Account, and if there is no Control Account, to a Specified Account; and (b) direct the Parent Guarantor to remit all payments due to the Borrower pursuant to the GORR Agreement to the Control Account, and if there is no Control Account, to a Specified Account.

5.24 Additional Collateral; Other Deliveries.

At the request of the Agent acting reasonably, deliver to the Agent such additional Security Documents covering the Collateral in favour or for the benefit of the Agent for the benefit of the Lenders or such other deliveries as the Agent shall reasonably request.

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5.25 Environmental Audit.

If the Agent, acting reasonably, determines after the occurrence of any Material Adverse Effect that any Loan Party’s obligations or other liabilities in respect of matters dealing with the protection or contamination of the Oil & Gas Properties or the maintenance of health and safety standards would individually or in the aggregate reasonably be expected to have a Material Adverse Effect, then, at the request of the Agent, assist the Agent in conducting an environmental audit of the property which is the subject matter of such obligations or liabilities, by an independent consultant selected by the Agent. The cost of such audit will be for the account of the Borrower, provided that the Agent will carry out such audit in consultation with the Loan Parties to expedite its completion in a cost effective manner. If such audit indicates that any Loan Party is in breach, or with the passage of time is likely to be in breach, of any Environmental Laws and such breach or potential breach individually or in the aggregate would have, in the opinion of the Agent, acting reasonably, a Material Adverse Effect, and without in any way prejudicing or suspending any of the rights and remedies of the Agent and the Lenders under the Loan Documents, the Loan Parties will forthwith commence and diligently proceed to rectify or cause to be rectified such breach or potential breach, as the case may be, and will keep the Agent fully advised of the actions they intend to take and have taken to rectify such breach or potential breach and the progress they are making in rectifying same. The Agent and the Lenders will be permitted to retain, for the account of the Borrower, the services of a consultant to monitor the Loan Parties’ compliance with this Section 5.25.

5.26 Minimum Production.

Commencing April 1, 2021, and for each calendar month thereafter, maintain monthly net sales volume of Hydrocarbons from its Oil & Gas Properties of at least the amount set forth in Schedule 5.26 for the applicable calendar month noted thereon, provided, however, that the amount of monthly production shall be adjusted rateably by the Agent to the extent that a Force Majeure Event affected production for any monthly period. For the avoidance of doubt, every six (6) mcf of natural gas sold shall be converted into one (1) barrel of oil equivalent for purposes of calculating the net sales volume of Hydrocarbons sold during each calendar month.

5.27 Specific Use of Proceeds

With respect to the Parent Guarantor, use at least $6,700,000 of the net sales proceeds received from the Borrower from the consummation of the transactions contemplated by the Royalty Purchase Agreement, to effect, complete and satisfy the overall spending contemplated in, and in accordance with, the Development Plan for the fiscal year ending December 31, 2021. None of the Loan Parties nor any Affiliate of the Loan Parties, nor their respective directors, officers, employees or agents shall use the Initial Funding and proceeds of the Term Loan, or any of it, for any unlawful contribution, gift, entertainment or unlawful expense relating to political activity or in furtherance of any unlawful payment or violation of Anti-Terrorism Laws, AntiCorruption and Anti-Bribery Laws and AML Legislation.

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ARTICLE VI NEGATIVE COVENANTS

So long as any Obligation remains outstanding or unpaid, none of the Loan Parties will:

6.1 Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, whether by way of loan or otherwise; provided, however, the foregoing restriction shall not apply to (a) the Obligations, (b) Indebtedness of any Loan Party at any time owing by the relevant Loan Party under any of the Minimum Required Commodity Hedge Agreements or other Commodity Hedge Agreement with Approved Hedge Counterparties and approved by the Agent, (c) Indebtedness associated with Permitted Liens (other than paragraph (m) of the definition thereof), (d) unsecured Indebtedness between the Parent Guarantor and the Borrower, and (e) Indebtedness in connection with credit card and cash management services, provided that the terms and conditions of such Indebtedness have been approved by the Agent prior to its creation or incurrence.

6.2 Contingent Obligations.

Create, incur, assume or suffer to exist any Contingent Obligation; provided, however, the foregoing restriction shall not apply to (a) performance guarantees, performance surety or other bonds or endorsements of items deposited for collection, in each case provided in the ordinary course of business or (b) trade credit incurred or operating leases entered into in the ordinary course of business.

6.3 Liens.

Create, incur, assume or suffer to exist any Lien on any of its Property, whether now owned or hereafter acquired; provided, however, the foregoing restriction shall not apply to Permitted Liens.

6.4 Transfer of Assets.

Sell, convey, assign, lease, transfer or otherwise dispose of, any of its Property, whether now owned or hereafter acquired, or enter into any agreement to do so; provided, however, the foregoing restriction shall not apply to (a) the sale of Hydrocarbons or inventory in the ordinary course of business, provided that no contract for the sale of Hydrocarbons shall obligate any Loan Party to deliver Hydrocarbons produced from any of its Oil & Gas Properties at some future date without receiving full payment therefor within sixty (60) days of delivery, (b) the sale or other disposition of Property destroyed, lost, worn out, damaged or having only salvage value or no longer used or useful in the business in which it is used and not exceeding $100,000 in the aggregate, for Loan Parties on a consolidated basis, during any calendar year, (c) sales or other dispositions of Property not constituting Collateral and not exceeding $100,000 in the aggregate, for the Loan Parties on a consolidated basis, during any calendar year, or (d) sales or other dispositions of Property, the proceeds of which are used to pay the Obligations in full in cash.

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6.5 Leasebacks.

Enter into any agreement to sell or transfer any Property and thereafter rent or lease as lessee such Property or other Property intended for the same use or purpose as the Property sold or transferred.

6.6 Loans or Advances.

Make or agree to make or allow to remain outstanding any loans or advances to any Person; provided, however, the foregoing restriction shall not apply to (a) advances or extensions of credit in the form of accounts receivable incurred in the ordinary course of business and on terms customary in the relevant industry, (b) loans or advances by any Loan Party to any other Loan Party or (c) other loans or advances (including loans or advances to officers or managers of any such Loan Parties) not exceeding $100,000 in the aggregate for the Loan Parties on a consolidated basis, at any time outstanding.

6.7 Investments.

Other than new Investments not to exceed an aggregate of $100,000 in any fiscal year, make or acquire Investments in, or purchase or otherwise acquire any assets of, any Person (other than in the ordinary course of business and incidental to current operations); provided, however, the foregoing restriction shall not apply to (a) the purchase or acquisition of Oil & Gas Properties, pipelines and gathering systems or other Property related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of boundaries of the Province of Alberta, provided that the Agent must consent in writing prior to any purchase or acquisition or other transaction under this Section 6.7 (a) and provided, further, that any such acquisition will be subject to receipt of such diligence items and Security Documents as the Agent may require, acting reasonably, (b) Investments in the form of (i) debt securities issued or directly and fully guaranteed or insured by the Government of Canada or any agency or instrumentality thereof, with maturities of no more than one year, (ii) commercial paper of a domestic issuer rated at the date of acquisition at least P- 2 by Moody’s Investor Service, Inc. or A-2 by Standard & Poor’s Corporation and with maturities of no more than one year from the date of acquisition, (iii) repurchase agreements covering debt securities or commercial paper of the type permitted in this Section 6.7, or (iv) certificates of deposit, demand deposits, Eurodollar time deposits, overnight bank deposits and bankers’ acceptances, with maturities of no more than one year from the date of acquisition, issued by or acquired from or through any Lender or any bank or trust company organized under the laws of Canada or any province thereof and having capital surplus and undivided profits aggregating at least $100,000,000, (c) other short-term Investments similar in nature and degree of risk to those described in clause (b) of this proviso to this Section 6.7, (d) Investments in money-market funds sponsored or administered by Persons acceptable to the Agent and which funds invest in shortterm Investments similar in nature and degree of risk to those described in clause (b) of this proviso to this Section 6.7, or (e) evidences of loans or advances not prohibited by the provisions of Section 6.6.

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6.8 Dividends and Distributions.

Declare, pay or make, whether in cash or Property of the relevant Loan Party, any dividend or distribution on, or purchase, redeem or otherwise acquire for value, any of its Equity Interests other than dividends and distributions paid (a) in additional shares of Equity Interests, so long as such additional shares of Equity Interests do not have any redemption rights or cash payments, or (b) pursuant to and in accordance with stock option plans or other benefit plans for management, employees or consultants of the relevant Loan Party, so long as such additional shares of Equity Interests do not have any redemption rights or cash payments.

6.9 Issuance of Equity; Changes in Corporate Structure.

Issue or agree to issue any Equity Interests other than common Equity Interests; enter into any transaction of consolidation, merger or amalgamation; or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution).

6.10 Transactions with Affiliates and Certain Other Person.

Directly or indirectly, enter into any transaction (including the sale, lease or exchange of Property or the rendering of service) with any of its Affiliates or with any Person directly or indirectly related to any Loan Party or any manager or officer of such Loan Party (other than transactions entered into in the normal course of business between a Loan Party and any other Loan Party not otherwise prohibited hereunder), other than: (a) upon fair and reasonable terms no less favourable than could be obtained in an arm’s length transaction with a Person which was not an Affiliate, (b) upon terms approved by the Agent in writing, or (c) as set out in Schedule 4.25. This Section 6.10 shall not apply to loans or advances to Affiliates or managers or officers of any Loan Party, for which separate provision is made in Section 6.6.

6.11 Lines of Business; Borrower Company Covenant.

Engage in any line of business other than those in which such Loan Party is engaged as of the Closing Date. Without limiting the generality of the foregoing, the Borrower shall not engage in any business other than the ownership of the Mortgaged Properties and activities incidental thereto.

6.12 Canadian Pension Plan Obligation.

Assume or otherwise become subject to an obligation to contribute to or maintain any Canadian Pension Plan or acquire any Person which has at any time had an obligation to contribute to or maintain any Canadian Pension Plan.

6.13 Anti-Terrorism Laws.

Conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person; deal in, or otherwise engage in any transaction relating to, any Property or interests in Property blocked pursuant to Executive Order No. 13224; engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or

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avoiding, or attempts to violate (i) any of the prohibitions set forth in Executive Order No. 13224, the USA Patriot Act or Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or (ii) any prohibitions set forth in the rules or regulations issued by OFAC or any sanctions against targeted foreign countries, terrorism sponsoring organizations and international narcotics traffickers based on United States of America foreign policy.

6.14 Amendment of Material Contracts and Development Plan.

Amend, supplement, restate or otherwise modify any material contract to which any Loan Party is a party to the extent such amendment, supplement, restatement or modification could reasonably be expected to have a Material Adverse Effect. Amend the Royalty Purchase Agreement or the GORR Agreement without express written consent from the Agent acting reasonably in each instance, or amend any portion of the Development Plan without the prior written consent of the Agent acting reasonably.

6.15 Hedge Agreements and Provisions of Commodity Hedge Agreements.

Enter into or maintain in effect any Hedge Agreement other than Commodity Hedge Agreements between any Loan Party and one or more Approved Hedge Counterparties with the following requirements:

(a) a term which does not exceed [redacted – number of months] ;

(b) the aggregate amount of Hydrocarbon volume subject to all Commodity Hedge Agreements of the Loan Parties do not exceed, on a rolling monthly basis (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to the Agent, in its sole discretion), [redacted – number of barrels] of crude oil per month of the reasonably anticipated projected production from proved, developed, producing Oil & Gas Properties, evaluated in the most recently delivered Reserve Report; and

(c) other than an unsecured guarantee by the Parent Guarantor with respect to the obligations of the Borrower thereunder, not containing any provision obligating the relevant Loan Party to provide to the relevant Approved Hedge Counterparty any collateral, margin, letter of credit or any other form of security or credit support for the obligations, contingent or otherwise, of the relevant Loan Party thereunder.

6.16 Maintenance of Commodity Hedge Agreements.

Commencing within twenty (20) Business Days of the Effective Date, at all times thereafter, maintain at any time less than the Minimum Required Commodity Hedge Agreements.

6.17 Deposit Accounts.

With respect to the Borrower, establish or maintain funds on deposit in a deposit account with any financial institution other than (a) the Control Account, (b) the Specified Accounts, or (c) other deposit accounts (including deposit accounts used to maintain funds in suspense or royalties due to third-parties) consented to in writing by the Agent acting reasonably.

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6.18 General and Administrative Expense Ceiling.

With respect to the Borrower only, exceed $100,000 of general and administrative expenses in any fiscal year.

6.19 Financing Lease Obligations and Purchase Money Obligations.

Create, incur, assume or suffer to exist any Financing Lease Obligations or Purchase Money Obligations without the prior written consent of Agent, except that the Loan Parties shall be permitted to incur Finance Lease Obligations and Purchase Money Obligations which in the aggregate do not exceed $100,000 during the term of this Agreement without Agent’s prior consent.

6.20 Amendments to Organizational Documents.

Subject to Section 5.21, without the prior written consent of the Agent, alter, amend or modify its certificate of formation, limited liability company, agreement, articles of incorporation, by-laws, or any other similar organizational document in any material respect.

6.21 Additional Subsidiaries.

With respect to the Borrower, form or acquire any Subsidiary and, with respect to the Parent Guarantor, form, acquire or permit to exist any Subsidiary that at any time holds any interest whatsoever, legally or beneficially, directly or indirectly, in and to the Royalty Lands.

6.22 Equity Raise.

Without the prior written consent of the Agent, use any proceeds from an Equity Raise to redeem or repay any Indebtedness that is subordinate to the Term Loan or to declare, pay or make any dividend or distribution.

6.23 Negative Pledge Agreements.

Create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Documents, agreements with respect to Purchase Money Obligations and Finance Lease Obligations secured by Permitted Liens, but then only with respect to the Property that is the subject of such financing lease or purchase money Indebtedness), that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Agent and the Lenders.

6.24 Material Accounting Changes.

Change the last day of its fiscal year from December 31 of each year, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively. Make (without the consent of the Agent) any material change in its accounting treatment and reporting practices except as required by GAAP.

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6.25 Joint Operating Agreements.

Enter into any new or replacement joint operating agreement (or any similar agreement) with respect to the Royalty Lands without Agent’s consent acting reasonably.

ARTICLE VII EVENTS OF DEFAULT

7.1 Enumeration of Events of Default.

Any of the following events shall constitute an Event of Default:

(a) default shall be made in the payment when due of any installment of principal or interest under this Agreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document to which the relevant Loan Party is a party and such default shall continue unremedied for three (3) days, except such amounts due on the Maturity Date, for which no such grace period shall apply;

(b) the Loan Parties shall (i) default in the due observance or performance of any of its obligations under Article V or VI of this Loan Agreement (other than Section 5.12) and such default shall continue for ten (10) days after the earlier of notice thereof to the Borrower by the Agent or knowledge thereof by any Loan Party, or (ii) default in the due observance or performance of its obligations under Section 3.9;

(c) any representation or warranty made by any Loan Party in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate, including the perfection certificate, or data furnished or made to the Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;

(d) default shall be made by any Loan Party (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other Indebtedness in excess of $100,000 or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied for fifteen (15) days in excess of the period of grace, if any, with respect thereto;

(e) the levy against any significant portion of the Property of any Loan Party, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $100,000 which is not permanently dismissed or discharged within sixty (60) days after the levy;

(f) any Loan Party shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding, (iii) make a general assignment for the benefit of creditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;

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(g) an order, judgment or decree shall be entered against any Loan Party by any court of competent jurisdiction or by any other Governmental Authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets, and such order, judgment or decree shall not be dismissed or stayed within thirty (30) days;

(h) a final and non-appealable order, judgment or decree shall be entered against any Loan Party for money damages and/or Indebtedness due in an amount in excess of $100,000, and such order, judgment or decree shall not be dismissed or stayed within 60 days or is not fully covered by insurance;

(i) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any Loan Party under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. §1961 et seq.), the result of which could be the forfeiture or transfer of any material Property of the relevant Loan Party subject to a Lien in favour of the Agent without (i) satisfaction or provision for satisfaction of such Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;

(j) no Loan Party shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them, (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid with intent to hinder, delay or defraud its creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within sixty (60) days from the date thereof;

(k) any Security Document shall for any reason not, or cease to, create valid and perfected Liens (subject only to the Prior Permitted Liens and the AIMCo Subordination Agreement) against the Property of any Loan Party which is a party thereto purportedly covered thereby, except to the extent permitted by this Agreement;

(l) any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;

(m) any Loan Party purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document;

(n) any Loan Party pays, in cash or otherwise, any portion of any Indebtedness subordinated to the Term Loan that is not expressly permitted pursuant to the terms of a subordination agreement in favour of the Agent; or

(o) a Change of Control occurs.

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7.2 Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 7.1(f) or Section 7.1(g), immediately and without notice, all Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of protest, default or dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity or other notice of any kind, except as may be provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Loan Parties.

(b) Upon the occurrence of any Event of Default other than those specified in Section 7.1(f) or Section 7.1(g), the Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower, declare all Obligations immediately due and payable, without presentment, demand, protest, notice of protest, default or dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity or other notice of any kind, except as may be provided to the contrary elsewhere herein, all of which are hereby expressly waived by each Loan Party.

(c) Upon the occurrence of any Event of Default, the Lenders, with the oral consent of the Required Lenders (confirmed promptly in writing), and the Agent, in accordance with the terms hereof, may, in addition to the foregoing in this Section 7.2, exercise any or all of their rights and remedies provided by law, at equity, or pursuant to the Loan Documents.

(d) Should the Obligations under the Loan Documents become immediately due and payable in accordance with any of the preceding subsections of this Section 7.2, the Agent shall be entitled to proceed against the Collateral.

(e) Upon the occurrence of any Event of Default, the Agent shall be authorized and entitled, in its sole and uncontrolled discretion, to withdraw all cash in the Control Account on a daily basis to be applied pursuant to Section 7.2(f) until such time as no Event of Default exists .

(f) Proceeds received by the Agent from realization against the Collateral and any other funds received by the Agent from any Loan Party when an Event of Default has occurred and is continuing shall be applied pro rata (i) first, to fees and expenses due pursuant to the terms of this Agreement, any other Loan Document or any Commodity Hedge Agreement with a Lender, (ii) second, to accrued interest on the Obligations under the Loan Documents or any Commodity Hedge Agreement with a Lender and (iii) third, to the Loan Balance (in inverse order of maturity) and any other Obligations then due and payable, pro rata in accordance with the ratio of the Loan Balance or such other Obligations, as the case may be, to the sum of the Loan Balance and such other Obligations. Notwithstanding the foregoing, amounts received from any Loan Party that is not an Eligible Contract Participant shall not be applied to any Excluded Swap Obligations owing to a Lender, it being understood that in the event any amount is applied to the Obligations other than Excluded Swap Obligations as a result of this sentence, the Agent shall make such adjustments as it determines are appropriate pursuant to this sentence, from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to the Obligations described in the preceding sentence of this subsection (f) by Lenders that are the holders of any Excluded Swap Obligations are the same as the proportional

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aggregate recoveries with respect to other Obligations pursuant to the preceding sentence of this subsection (f).

ARTICLE VIII THE AGENT

8.1 Appointment.

Each Lender hereby designates and appoints the Agent as the agent of such Lender under this Agreement and the other Loan Documents to which the Agent is a party or under which the Agent is granted any right or remedy. Each Lender authorizes the Agent, as the agent for such Lender, to take such action on behalf of such Lender under the provisions of this Agreement or the other Loan Documents to which the Agent is a party or under which the Agent is granted any right or remedy and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement or the other Loan Documents to which the Agent is a party or under which the Agent is granted any right or remedy, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy, the Agent shall not have any duties or responsibilities except those expressly set forth herein or in any other Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy or any fiduciary relationship with any Lender; and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy or otherwise exist against the Agent.

8.2 Delegation of Duties.

The Agent may execute any of its duties under this Agreement and the other Loan Documents to which the Agent is a party or under which the Agent is granted any right or remedy by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

8.3 Exculpatory Provisions.

Neither the Agent nor any of its officers, directors, employees, agents, attorneysin-fact or Affiliates shall be (a) required to initiate or conduct any litigation or collection proceedings hereunder, except with the concurrence of the Required Lenders and contribution by each Lender of its Percentage Share of costs reasonably expected by the Agent to be incurred in connection therewith, (b) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy (except for gross negligence or wilful misconduct of the Agent or such Person) or (c) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Loan Party or any Responsible Officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document to which the

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Agent is a party or under which the Agent is granted any right or remedy, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy or for any failure of any Loan Party to perform its obligations hereunder or thereunder. The Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy, or to inspect the Properties, books or records of the Loan Parties.

8.4 Reliance by Agent.

The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Loan Parties), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless and until a written notice of assignment, negotiation or transfer thereof shall have been received by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and contribution by each Lender of its Percentage Share of costs reasonably expected by the Agent to be incurred in connection therewith. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents to which the Agent is a party or under which the Agent is granted any right or remedy in accordance with a request of the Required Lenders. Such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes. In no event shall the Agent be required to take any action that exposes the Agent to liability or that is contrary to any Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy or applicable Requirement of Law.

8.5 Notice of Default.

The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Agent receives such a notice, the Agent shall promptly give notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until the Agent shall have received such directions, subject to the provisions of Section 7.2, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. In the event that the officer of the Agent primarily responsible for the lending relationship with the Borrower or any Responsible Officer of any Lender primarily responsible for the lending relationship with the Borrower becomes aware that a Default or Event of Default has occurred and is continuing, the Agent or such Lender, as the case may be, shall use

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its good faith efforts to inform the other Lenders or the Agent, as the case may be, promptly of such occurrence. Notwithstanding the preceding sentence, failure to comply with the preceding sentence shall not result in any liability to the Agent or any Lender.

8.6 Non-Reliance on Agent and Other Lenders.

Each Lender expressly acknowledges that neither the Agent nor any other Lender nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to such Lender and that no act by the Agent or any other Lender hereafter taken, including any review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Agent or any Lender to any other Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, condition (financial and otherwise) and creditworthiness of the Loan Parties and the value of the Properties of the Loan Parties and has made its own decision to enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, condition (financial and otherwise) and creditworthiness of the Loan Parties and the value of the Properties of the Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial and otherwise) or creditworthiness of the Loan Parties or the value of the Properties of the Loan Parties which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

8.7 Indemnification.

Each Lender agrees to indemnify the Agent and its officers, directors, employees, agents, attorneys-in-fact and Affiliates (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the Percentage Share of such Lender, from and against any and all liabilities, claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever which may at any time (including any time following the payment and performance of all Obligations and the termination of this Agreement) be imposed on, incurred by or asserted against the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates in any way relating to or arising out of this Agreement or any other Loan Document, or any other document contemplated or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates under or in connection with any of the foregoing, including any liabilities, claims, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements imposed, incurred or asserted as a result of the negligence, whether sole or concurrent, of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages,

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penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or wilful misconduct of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. The agreements in this Section 8.7 shall survive the payment and performance of all Obligations and the termination of this Agreement.

8.8 Restitution.

Should the right of the Agent or any Lender to realize funds with respect to the Obligations be challenged and any application of such funds to the Obligations be reversed, whether by Governmental Authority or otherwise, or should any Loan Party otherwise be entitled to a refund or return of funds distributed to the Lenders in connection with the Obligations, the Agent or such Lender, as the case may be, shall promptly notify the Lenders of such fact. Not later than Noon, Eastern Standard or Eastern Daylight Savings Time, as the case may be, of the Business Day following such notice, each Lender shall pay to the Agent an amount equal to the ratable share of such Lender of the funds required to be returned to the Loan Party entitled to such funds. The ratable share of each Lender shall be determined on the basis of the percentage of the payment all or a portion of which is required to be refunded originally distributed to such Lender, if such percentage can be determined, or, if such percentage cannot be determined, on the basis of the Percentage Share of such Lender. The Agent shall forward such funds to the relevant Loan Party or to the Lender required to return such funds. If any such amount due to the Agent is made available by any Lender after Noon, Eastern Standard or Eastern Daylight Savings Time, as the case may be, of the Business Day following such notice, such Lender shall pay to the Agent (or the Lender required to return funds to the relevant Borrower, as the case may be) for its own account interest on such amount at a rate equal to the Federal Funds Rate for the period from and including the date on which restitution to the relevant Loan Party is made by the Agent (or the Lender required to return funds to the relevant Loan Party, as the case may be) to but not including the date on which such Lender failing to timely forward its share of funds required to be returned to the relevant Loan Party shall have made its ratable share of such funds available.

8.9 Agent in Its Individual Capacity.

Lender serving as the Agent hereunder and its Affiliates may make loans to, accept deposits from, and generally engage in any kind of business with the Loan Parties or any of them as though such Lender were not the agent hereunder. With respect to any Note issued to the Lender serving as the agent, such Lender shall have the same rights and powers under this Agreement as a Lender and may exercise such rights and powers as though it were not the agent hereunder. The terms “Lender” and “Lenders” shall include the Agent in its individual capacity as a Lender.

8.10 Successor Agent.

The Agent may resign as Agent upon fifteen (15) days’ notice to the Lenders and the Borrower. If the Agent shall resign as Agent under this Agreement and the other Loan Documents, Required Lenders shall appoint from among the Lenders or Affiliates of Lender a successor agent for the Lenders with the written approval of the Borrower (unless an Event of Default shall have occurred in which case the Borrower’s written approval shall not be required), such approval not to be unreasonably withheld, whereupon such successor agent shall succeed to the rights, powers and duties of the Agent. If no successor agent shall have been appointed by the

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Required Lenders and shall have accepted such appointment within fifteen (15) days after the retiring agent's giving of notice of resignation or the Remaining Lenders' removal of the retiring agent, then the retiring agent may, on behalf of the Lenders and with the written approval of the Borrower (unless an Event of Default shall have occurred in which case the Borrower’s written approval shall not be required), such approval not to be unreasonably withheld, appoint a successor agent. The term “Agent” shall mean such successor agent effective upon its appointment. The rights, powers and duties of the former Agent as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Notes. After the removal or resignation of any Agent hereunder as Agent, the provisions of this Article VIII and those of any Section of this Agreement relating to the Agent, including Section 5.14, Section 5.15, Section 5.18, Section 5.19 and Section 8.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.

8.11 Applicable Parties.

The provisions of this Article VIII are solely for the benefit of the Agent and the Lenders, and, other than as provided under Section 8.10, none of the Loan Parties shall have any rights as a third party beneficiary or otherwise under any of the provisions of this Article VIII. In performing functions and duties hereunder and under the other Loan Documents, the Agent shall act solely as the agent of the Lenders and does not assume, nor shall it be deemed to have assumed, any obligation or relationship of trust or agency with or for the Loan Parties or any legal representative, successor or assign of the Loan Parties.

8.12 Releases.

Each Lender hereby authorizes the Agent to release any Collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. Each Lender hereby authorizes the Agent to execute and deliver to the Loan Parties or any of them, at the sole cost and expense of the Borrower, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Property to the extent such sale or other disposition is permitted by the terms of the Loan Documents.

8.13 Gross Negligence and Wilful Misconduct.

No act or omission of the Agent or its Affiliates, officers, directors, employees or agents shall be considered gross negligence or wilful misconduct if the act or omission was done or omitted in accordance with the express, implied or deemed instructions or concurrence of the requisite Lenders. ARTICLE IX MISCELLANEOUS

9.1 Assignments; Participations.

(a) None of the Loan Parties may assign any of its rights or obligations under any Loan Document without the prior written consent of the Agent and the Lenders.

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(b) With the consent of the Agent and, so long as there exists no Default or Event of Default, the Borrower (which shall not be unreasonably withheld in either case), any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement. Any such assignment shall be in the amount of at least $25,000 (or any whole multiple of $25,000 in excess thereof), unless the relevant assignment is to an affiliate of the assigning Lender or is an assignment of the entire Commitment of the assigning Lender. The assignee shall pay to the Agent, if requested by the Agent, a transfer fee in the amount of $2,500 for each such assignment. Any such assignment shall become effective upon receipt by the Agent of all documentation and other information with respect to the assignee that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the execution and delivery to the Agent of the Assignment Agreement and recordation by the Agent in the Register in accordance with this Section 9.1(b). Promptly following receipt of an executed Assignment Agreement, the Agent shall send to the Borrower a copy of such executed Assignment Agreement. Promptly following receipt of such executed Assignment Agreement, the Borrower shall execute and deliver, at its own expense, new Notes to the assignee and, if applicable, the assignor, in accordance with their respective interests, whereupon the prior Notes of the assignor and, if applicable, the assignee, shall be canceled and returned to the Borrower. Upon the effectiveness of any assignment pursuant to this Section 9.1(b), the assignee will become a “Lender,” if not already a “Lender,” for all purposes of the Loan Documents, and the assignor shall be relieved of its obligations hereunder to the extent of such assignment. If the assignor no longer holds any rights or obligations under this Agreement, such assignor shall cease to be a “Lender” hereunder, except that its rights under Section 5.15, Section 5.18, Section 5.19 and Section 8.7, shall not be affected. On the last Business Day of each month during which an assignment has become effective pursuant to this Section 9.1(b), the Agent shall update the Register to show all such assignments effected during such month and will promptly provide a copy thereof to the Borrower and each Lender. Agent, acting for this purpose as a non-fiduciary agent of Borrower, shall maintain at one of its offices located in the United States of America a copy of each Assignment Agreement delivered to it and a Register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount and stated interest of the Term Loan owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive and the Borrower, Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, in the absence of manifest error. Notwithstanding anything to the contrary, any assignment of any Term Loan shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrower, Agent and any Lender, at any reasonable time and from time to time upon reasonable prior written notice. This Section 9.1(b) shall be construed so that the Term Loan is at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any successor provisions).

(c) Each Lender may, without the consent of the Borrower, transfer, grant or assign participations in all or any portion of its interests hereunder to any Person pursuant to this Section 9.1(c), provided that such Lender shall remain a “Lender” for all purposes of this Agreement and the Transferee of such participation shall not constitute a “Lender” hereunder. In the case of any such participation, the participant shall not have any rights under any Loan

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Document, the rights of the participant in respect of such participation to be against the granting Lender as set forth in the agreement with such Lender creating such participation, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. Each agreement creating a participation must include an agreement by the participant to be bound by the provisions of Section 8.3, Section 8.6 and Section 8.7.

(d) The Agent or any Lender may furnish any information concerning the Borrower and the other Loan Parties in the possession of the Agent or such Lender from time to time to assignees and participants and prospective assignees and participants.

(e) Notwithstanding anything in this Section 9.1 to the contrary, any Lender which is a national or state bank may assign and pledge all or any of its Notes or any interest therein to any Federal Reserve Bank or the Department of the Treasury of the United States of America as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve System or such Federal Reserve Bank. No such assignment or pledge shall release the assigning or pledging Lender from its obligations hereunder.

(f) Notwithstanding any other provisions of this Section 9.1, no transfer or assignment of the interests or obligations of any Lender or grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower to file a registration statement with the Securities and Exchange Commission or any successor Governmental Authority or qualify the Term Loan under the “Blue Sky” laws of any state.

9.2 Survival of Representations, Warranties, and Covenants.

All representations and warranties of the Loan Parties and all covenants and agreements herein made by the Loan Parties shall survive the execution and delivery of the Notes and shall remain in force and effect so long as any Obligation is outstanding.

9.3 Notices and Other Communications.

Except as to oral notices expressly authorized herein, if any, which oral notices shall be promptly confirmed in writing, all notices, requests and communications hereunder shall be in writing (including by facsimile or electronic mail). Unless otherwise expressly provided herein, any such notice, request, demand or other communication shall be deemed to have been duly given or made when delivered personally, or, in the case of delivery by mail, when deposited in the mail, certified mail with return receipt requested, postage prepaid, in the case of facsimile notice, when receipt thereof is acknowledged orally or by written confirmation report or, in the case of electronic mail, when sent and no undeliverable notification is received, addressed as follows:

(a) if to the Agent, to:

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405 Dolomite LLC c/o Arena Investors, LP 405 Lexington Avenue 59th Floor New York, New York 10174 Attention: [redacted – name] E-mail: [redacted – email address]

With an email copy to:

[redacted – email addresses]

(b) if to any Lender, to the Applicable Lending Office, including, without limitation, each email address of such Lender appearing below such Lender’s Applicable Lending Office.

Razor Royalties Limited Partnership Suite 800, 500-5[th] Avenue S.W. Calgary, AB T2P 3L5

Attention: Doug Bailey Email: [redacted – email address]

Any party may, by proper written notice hereunder to the others, change the individuals or addresses to which such notices to it shall thereafter be sent.

9.4 Parties in Interest.

Subject to the restrictions on changes in structure set forth in Section 6.9 and other applicable restrictions contained herein, all covenants and agreements herein contained by or on behalf of the Loan Parties, the Agent or the Lenders shall be binding upon and inure to the benefit of the Loan parties, the Agent or the Lenders, as the case may be, and their respective legal representatives, successors and assigns.

9.5 Rights of Third Parties.

Except as provided in Section 9.4, all provisions herein are imposed solely and exclusively for the benefit of the Agent, the Lenders and the Loan Parties and no other Person shall have any right, benefit, priority or interest hereunder or as a result hereof or have standing to require satisfaction of provisions hereof in accordance with their terms.

9.6 Renewals; Extensions.

All provisions of this Agreement relating to the Notes shall apply with equal force and effect to each promissory note hereafter executed which in whole or in part represents a

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renewal or extension of any part of the Indebtedness of the Borrower and the other Loan Parties under this Agreement, the Notes or any other Loan Document.

9.7 No Waiver; Rights Cumulative.

No course of dealing on the part of the Agent or the Lenders or their officers or employees, nor any failure or delay by the Agent or the Lenders with respect to exercising any of their rights under any Loan Document shall operate as a waiver thereof. The rights of the Agent and the Lenders under the Loan Documents shall be cumulative and the exercise or partial exercise of any such right shall not preclude the exercise of any other right. The making of the Term Loan shall not constitute a waiver of any of the covenants, warranties or conditions of the Loan Parties contained herein. In the event any of the Loan Parties are unable to satisfy any such covenant, warranty or condition, the making of the Term Loan shall not have the effect of precluding the Agent or the Lenders from thereafter declaring such inability to be an Event of Default as hereinabove provided.

9.8 Survival Upon Unenforceability.

In the event any one or more of the provisions contained in any of the Loan Documents or in any other instrument referred to herein or executed in connection with the Obligations shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of any Loan Document or of any other instrument referred to herein or executed in connection with such Obligations.

9.9 Amendments; Waivers.

Neither this Agreement nor any provision hereof may be amended, waived, discharged or terminated orally, except by an instrument in writing signed by the Agent and the party against whom enforcement of the amendment, waiver, discharge or termination is sought. Subject to the preceding sentence, any provision of this Agreement or any other Loan Document may be amended or modified by the Loan Parties and the Required Lenders or waived by the Required Lenders; provided that, notwithstanding any provision of this Agreement to the contrary, (a) no amendment, modification or waiver which extends the Maturity Date, forgives the principal amount of any Indebtedness of the Borrower outstanding under this Agreement or interest thereon or fees owing under this Agreement, releases any guarantor of such Indebtedness, releases all or substantially all of the Property of the Loan Parties subject to the Security Documents, reduces the interest rate applicable to the Loan Balance or the fees payable to the Lenders generally, delays the payment of interest, fees or principal payments, reduces any principal payments, makes changes to the pro rata application of payments or disbursement to the Lenders, affects this Section 9.9 or modifies the definition of “Required Lenders” shall be effective without the unanimous written consent of all Lenders and the Agent; (b) no amendment, modification or waiver which increases the Percentage Share of any Lender shall be effective without the written consent of such Lender and the Agent; and (c) no amendment, modification or waiver which modifies the rights, duties or obligations of the Agent shall be effective without the written consent of the Agent.

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9.10 Controlling Agreement.

In the event of a conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control.

9.11 Currency Indemnity.

Any payment made to or for the account of a Lender in respect of any amount payable by the Borrower or any other Loan Party in a currency (the “ Tendered Currency ”) other than the currency in which such payment is due (the “ Required Currency ”), whether pursuant to any judgment or order of a court or tribunal or otherwise, shall constitute a discharge of the Loan Parties only to the extent of the amount of the Required Currency which may be purchased with such Tendered Currency at the time of payment at the spot rate of exchange for such conversion as quoted by Citibank in New York in accordance with its normal practice at such time. The Borrower covenants and agrees to and in favour of each Lender that it shall, as a separate and independent obligation which shall not be merged in any such judgment or order, pay or cause to be paid the amount not so discharged in accordance with the foregoing and indemnify and hold harmless each Lender against any loss or damage arising as a result of any such amount being paid in such Tendered Currency. A certificate of the Agent as to any such loss or damage shall be prima facie evidence of the amount thereof in the absence of manifest error.

9.12 Anti-Money Laundering Legislation.

(a) The Loan Parties acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “ AML Legislation ”), the Lenders and the Agent may be required to obtain, verify and record information regarding Parent Guarantor and the Borrower, their respective Subsidiaries, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of Parent Guarantor and the Borrower, and the transactions contemplated hereby. The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Agent, or any prospective assignee or participant of a Lender or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(b) If the Agent has ascertained the identity of any Loan Party or any authorized signatories of Parent Guarantor or the Borrower for the purposes of applicable AML Legislation, then the Agent:

(i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable AML Legislation; and

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Agent has no obligation to ascertain the identity of any Loan

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Party or any authorized signatories of any Loan Party on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

9.13 Environmental Indemnity.

The Loan Parties shall and do hereby indemnify and hold harmless the Agent and the Lenders (including a receiver, receiver-manager or similar Person appointed under applicable law) and its and their respective Affiliates, officers, directors, employees and agents (collectively, in this Section 9.13, the “ Indemnified Parties ”), forthwith on demand by the Agent, from and against any and all claims, suits, actions, debts, damages, costs, losses, liabilities, penalties, obligations, judgments, charges, expenses and disbursements (including all reasonable legal fees and disbursements on a solicitor and his own client basis) of any nature whatsoever, suffered or incurred by the Indemnified Parties or any of them with respect to any Environmental Complaints relating to the property of the Loan Parties or any of their Subsidiaries arising under any Environmental Laws as a result of the past, present or future operations of the Loan Parties or any of their Subsidiaries (or any predecessor in interest to the Loan Parties or any of their Subsidiaries) relating to the property of the Loan Parties or of their Subsidiaries, or the past, present or future condition of any part of the property of the Loan Parties or their Subsidiaries, whether owned, operated or leased by the Loan Parties or by any of their Subsidiaries, or any such predecessor in interest but excluding any Environmental Complaints or liabilities relating thereto to the extent that such Environmental Complaints or liabilities arise by reason of the gross negligence or wilful misconduct of the Indemnified Party claiming indemnity hereunder. This Section 9.13 shall survive the repayment of the Obligations.

9.14 Governing Law.

This Agreement and the Notes shall be deemed to be contracts made under and shall be construed in accordance with and governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to principles thereof relating to conflicts of law.

9.15 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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9.16 Jurisdiction and Venue.

All actions or proceedings with respect to, arising directly or indirectly in connection with, out of, related to or from this Agreement or any other Loan Document may be litigated, at the sole discretion and election of the Agent, in courts of the Province of Alberta, and any appellate court thereof. In such regard, each Loan Party hereby submits to the jurisdiction of any provincial or federal court located in Calgary, Alberta, and hereby waives any rights it may have to transfer or change the jurisdiction or venue of any litigation brought against it by the Agent or any Lender in accordance with this Section 9.16.

9.17 Integration.

This Agreement and the other Loan Documents constitute the entire agreement among the parties hereto and thereto with respect to the subject hereof and thereof and shall supersede any prior agreement among the parties hereto and thereto, whether written or oral, relating to the subject matter hereof and thereof, including any term sheet or summary of principal terms provided to any Loan Party by Arena Investors LP, the Agent or any Lender. Furthermore, in this regard, this Agreement and the other Loan Documents represent, collectively, the final agreement among the parties hereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of such parties. There are no unwritten oral agreements among such parties.

9.18 Waiver of Punitive and Consequential Damages.

Each Loan Party, the Agent and each Lender hereby knowingly, voluntarily, intentionally and irrevocably (a) waives, to the maximum extent it may lawfully and effectively do so, any right it may have to claim or recover, in any Dispute based hereon or directly or indirectly at any time arising out of, under or in connection with the Loan Documents or any transaction contemplated thereby or associated therewith, before or after maturity, any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages and (b) acknowledge that it has been induced to enter into this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 9.18.

9.19 Counterparts.

For the convenience of the parties, this Agreement may be executed in multiple counterparts and by different parties hereto in separate counterparts, each of which for all purposes shall be deemed to be an original, and all such counterparts shall together constitute but one and the same Agreement. In this regard, each of the parties hereto acknowledges that a counterpart of this Agreement containing a set of counterpart execution pages reflecting the execution of each party hereto shall be sufficient to reflect the execution of this Agreement by each party hereto.

9.20 USA Patriot Act Notice.

Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that, pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information

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includes the name and address of such Loan Party and other information that will allow such Lender or the Agent, as applicable, to identify each Loan Party in accordance with the USA Patriot Act.

9.21 Tax Shelter Regulations.

None of the Loan Parties intend to treat the Term Loan and related transactions hereunder and under the other Loan Documents as a “reportable transaction” (within the meanings under current Treasury Regulation Section 1.6011-4 and Proposed Treasury Regulation Section 1.6011-4, promulgated on November 1, 2006). In the event the Loan Parties determine to take any action inconsistent with the foregoing statement, it will promptly notify the Agent thereof. If the Loan Parties so notify the Agent, the Loan Parties acknowledge that one or more of the Lenders may treat its Percentage Share of the Term Loan and the related transactions hereunder and under the other Loan Documents as part of a transaction that is subject to current Treasury Regulation Section 301.6112-1 or Proposed Treasury Regulation Section 301.6112-1, promulgated on November 1, 2006, and, in such case, such Lender or Lenders, as applicable, will maintain the lists and other records required, if any, by such Treasury Regulations.

9.22 Brokers.

Each Loan Party hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders (collectively, a “ Broker ”) in connection with the Term Loan. Each Loan Party shall indemnify and hold the Agent and the Lenders harmless from and against any and all claims, liabilities, costs and expenses (including the reasonable fees and disbursements of legal counsel for the Agent, whether incurred in connection with enforcing this indemnity or defending claims of third parties) of any kind in any way relating to or arising from a claim by any Person (including a Broker) that such Person acted on behalf of any Loan Party in connection with the transactions contemplated herein. The provisions of this Section 9.22 shall survive the expiration and termination of this Agreement and the repayment of the Indebtedness

9.23 Exchange and Confidentiality of Information.

(a) The Loan Parties agree that the Agent and each Lender may provide any assignee or participant or any bona fide prospective assignee or participant pursuant to Section 9.1 with any information concerning the financial condition of the Loan Parties and the Subsidiaries provided such party agrees in writing with the Agent or such Lender for the benefit of the Loan Parties to be bound by a like duty of confidentiality to that contained in this Section 9.23.

(b) Each of the Agent and the Lenders acknowledges the confidential nature of the financial, operational and other information and data provided and to be provided to them by the Loan Parties pursuant hereto (the “ Information ”) and agrees to use all reasonable efforts to prevent the disclosure thereof; provided that:

(i) the Agent and the Lenders may disclose all or any part of the Information if, in their reasonable opinion, such disclosure is required in connection with any actual or threatened judicial, administrative or governmental proceedings including proceedings initiated under or in respect of this Agreement or, provided that the recipients shall be under a like

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duty of confidentiality to that contained in this Section 9.23, for the purpose of syndicating the facility evidenced by this Agreement;

(ii) the Agent and the Lenders shall incur no liability in respect of any Information required to be disclosed by any laws, or by applicable order, policy or directive having the force of law, to the extent of such requirement;

(iii) the Agent and the Lenders may provide their Affiliates, their counsel and their other agents and professional advisors with any Information; provided that such persons shall be under a like duty of confidentiality to that contained in this Section 9.23;

(iv) the Agent and each of the Lenders shall incur no liability in respect of any Information: (a) which is or becomes readily available to the public (other than by a breach hereof) or which has been made readily available to the public by any Loan Party, (b) which the Agent or the relevant Lender can show was, prior to receipt thereof from any Loan Party, lawfully in the Agent’s or Lender’s possession and not then subject to any obligation on its part to the Loan Parties to maintain confidentiality, or (c) which the Agent or the relevant Lender received from a third party who was not, to the knowledge of the Agent or such Lender after reasonable inquiry, under a duty of confidentiality to the Loan Parties at the time the information was so received;

(v) the Agent and the Lenders may disclose the Information to other potential lenders in connection with the syndication by the Agent or Lenders of the facility evidenced by this Agreement where such potential lender agrees to be under a like duty of confidentiality to that contained in this Section 9.23;

(vi) the Agent and the Lenders may disclose all or any part of the Information so as to enable the Agent and the Lenders to initiate any lawsuit against any Loan Party or any Subsidiary of a Loan Party or to defend any lawsuit commenced by any Loan Party or any Subsidiary of a Loan Party the issues of which touch on the Information, but only to the extent such disclosure is necessary to the initiation or defense of such lawsuit; and

(vii) the Agent and the Lenders may disclose all or any part of the Information so as to enable the Agent and the Lenders to grant credit and insurance products.

(c) Each Loan Party herby authorize the Agent and the Lenders to obtain personal information pertaining to it from any party likely to have such information (including, without limitation, a credit or information bureau, financial institution, creditor, employer, tax authority, public entity, Persons with whom it may have business relations, and Affiliates and Subsidiaries of the Agent or any Lender).

9.24 Telephone Instructions.

Any verbal instructions given by the Loan Parties in relation to this Agreement will be at the risk of the Loan Parties and neither the Agent nor the Lenders will have any liability for any error or omission in such verbal instructions or in the interpretation or execution thereof by the Agent or a Lender, as the case may be, provided the Agent or Lender, as the case may be, acted without gross negligence in the circumstances. The Agent will notify the Borrower of any conflict or inconsistency between any written confirmation of such verbal instructions received from any

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Loan Party and the said verbal advice as soon as practicable after the conflict or inconsistency becomes apparent to the Agent.

9.25 Electronic Instructions.

The Loan Parties authorize the Agent and each Lender to do all things as authorized by the Loan Parties even if such authorization is sent by fax or by e-mail and the Agent or such Lender may deem such authorization valid and sufficient and the aforementioned presumption of accuracy shall apply to the authorization, whether it is required for transmitting information, a debit, issuing drafts or for any other purpose. Moreover, neither the Agent nor the Lenders (nor any of them) will be held liable for any fees or delays which may be caused when an instruction is sent whether due to a technical problem attributable to the systems in use by the Agent or any Lender or otherwise.

(Signatures appear on following pages)

IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

BORROWER :

RAZOR ROYALTIES LIMITED PARTNERSHIP, by its general partner RAZOR HOLDINGS GP CORP.

By: [signed] Name: [redacted – name] Title: [redacted – title]

PARENT GUARANTOR:

By: [signed] Name: [redacted – name] Title: [redacted – title]

AGENT :

405 DOLOMITE LLC

By: [signed] Name: [redacted – name] Title: [redacted – title]

LENDER :

405 DOLOMITE LLC

By: [signed] Name: [redacted – name] Title: [redacted – title]

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Applicable Lending Office: 405 Lexington Avenue 59[th] Floor New York, New York 10174 Attn: [redacted – name] E-mail: [redacted – email addresses]

(End of signature pages)

SCHEDULE 1.2A

DEVELOPMENT PLAN

[redacted – sensitive business information]

SCHEDULE 1.2C

PERCENTAGE SHARES

Name/Address for Notice

405 Dolomite LLC c/o Arena Investors, LP 405 Lexington Avenue 59th Floor New York, New York 10174 Attn: [redacted – name] E-mail: [redacted – email addresses]

Percentage Share Initial Commitment 100% $11,042,617

___ 100.00% $11,042,617

SCHEDULE 2.2

USE OF LOAN PROCEEDS

[redacted – sensitive business information]

SCHEDULE 2.3(a)

PAYMENT SCHEDULE

[redacted – sensitive business information]

SCHEDULE 4.9

LITIGATION

[redacted – sensitive business information]

SCHEDULE 4.13

ENVIRONMENTAL

On or around January 11, 2021, a pipeline release was detected and contained at the 3-20-65-10 W5M location. The release was 200m3 of emulsion containing 90% produced water and 10% oil. Notice has been provided to all stakeholders and regulatory authorities, including the Alberta Energy Regulator (“ AER ”). The Parent Guarantor took immediate steps towards remediation in accordance with its ERP plans and in conjunction with all AER requirements.

SCHEDULE 4.22

SUBSIDIARIES

Legal Name	Shareholder/ Unitholder	Jurisdiction of Incorporation or Formation	Location of Chief Executive Office	Location of Business and Assets	Status
Razor Royalties Limited Partnership	Razor Energy Corp. and Razor Holdings GP Corp.	Alberta	Alberta	Alberta	Borrower
Razor Holdings GPCorp.	Razor Energy Corp.	Alberta	Alberta	Alberta	Loan Party
Razor Energy Corp.		Alberta	Alberta	Alberta	Loan Party
Blade Energy ServicesCorp.	Razor Energy Corp.	Alberta	Alberta	Alberta	Excluded
Razor Resources Corp.	Razor Energy Corp.	Alberta	Alberta	Alberta	Excluded
FutEra Power Corp.	Razor Energy Corp.	Alberta	Alberta	Alberta	Excluded
Swan Hills Geothermal PowerCorp.	FutEra Power Corp.	Alberta	Alberta	Alberta	Excluded

SCHEDULE 4.25

RELATED PARTY TRANSACTIONS

Royalty Purchase Agreement.
GORR Agreement.

SCHEDULE 5.26

MINIMUM MONTHLY PRODUCTION

[redacted – sensitive business information]

EXHIBIT A

[FORM OF NOTE]

PROMISSORY NOTE (this “ Note ”)

__, ____

FOR VALUE RECEIVED and WITHOUT GRACE (except to the extent, if any, provided in the Term Loan Agreement referred to hereinafter), the undersigned (“ Maker ”) promises to pay to the order of ____ (“ Payee ”), at the Principal Office (as such term is defined in the Term Loan Agreement referred to hereinafter), the sum of _ AND _/100 DOLLARS ($_____) or so much thereof as may remain unpaid pursuant to the Term Loan Agreement dated February 16, 2021 by and among Maker, Agent and the lenders signatory thereto or bound thereby from time to time, including, without limitation, Payee (as amended, supplemented, restated or otherwise modified from time to time, the “ Loan Agreement ”), together with interest at the rates and calculated as provided in the Loan Agreement.

Reference is hereby made to the Loan Agreement for matters governed thereby, including, without limitation, certain events which will entitle the holder hereof and/or Agent to accelerate the maturity of all amounts due hereunder. Capitalized terms used but not defined in this Note shall have the respective meanings assigned to such terms in the Loan Agreement.

This Note is issued pursuant to, is a “Note” under, and is payable as provided in the Loan Agreement. Maker may at any time prepay the full amount or any part of the Loan Balance evidenced by this Note pursuant to the provisions in the Loan Agreement, provided, such prepayment: (i) shall be subject to Sections 2.7 and 2.8 of the Loan Agreement and (ii) shall not, until this Note is fully paid and satisfied, excuse the payment as it becomes due of any payment on this Note provided for in the Loan Agreement.

Without being limited thereto or thereby, this Note is secured by the Security Documents.

THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE PROVINCE OF ALBERTA, WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.

(Signatures appear on following pages)

MAKER:

RAZOR ROYALTIES LIMITED PARTNERSHIP, by its general partner RAZOR HOLDINGS GP CORP.

By: Name: Title:

EXHIBIT B

[FORM OF COMPLIANCE CERTIFICATE]

[Date]

405 Dolomite LLC c/o Arena Investors, LP 405 Lexington Avenue 59th Floor New York, New York 10174 Attn: [redacted – name]

Re: Term Loan Agreement dated February 16, 2021 by and among Razor Royalties Limited Partnership (the “ Borrower ”), the other Loan Parties from time to time party thereto, the lenders party thereto or bound thereby from time to time and 405 Dolomite LLC, as agent (as amended, supplemented, restated or otherwise modified from time to time, the “ Loan Agreement ”).

Ladies and Gentlemen:

Pursuant to applicable requirements of the Loan Agreement, the undersigned, as the Financial Officer of Borrower, acting on behalf of Borrower, based on [ his/her ] familiarity with the books and records of the Loan Parties and [ his/her ] review of the provisions of the Loan Agreement and the other Loan Documents, hereby certifies to the Agent and the Lenders the following information as true and correct, in all material respects, as of the date hereof or for the period indicated, as the case may be:

[To the best of the knowledge of the undersigned, no Default or Event of Default (including, without limitation, any arising from any violation or alleged violation of any Environmental Law) exists as of the date hereof or has occurred since the date of our most recent previous certification to you, if any.]

[To the best of the knowledge of the undersigned, the following Defaults or Events of Default (including, without limitation, any arising from any violation or alleged violation of any Environmental Law) exist as of the date hereof or have occurred since the date of our most recent previous certification to you, if any, and the actions set forth below are being taken to remedy such circumstances:]

The compliance of the Loan Parties with the financial covenants of the Loan Agreement, as of the close of business on __, for the fiscal month ended __ or as of ______, as the case may be and as provided in the relevant Section of the Loan Agreement, is evidenced by the following:

(a) Section 5.26: Monthly Production Required Not less than the minimum monthly production required pursuant toSchedule 5.26	Actual _

(b) Section 6.16: Minimum Required Commodity Hedge Agreements

Required	Actual
Not less than_[redacted– _	___ %
percentage amount]
8: General and Administrative	Expenses
Required	Actual
Not more than $100,000 annual	$__
general and administrative
expenses*

(c) Section 6.18: General and Administrative Expenses
This limit shall not include the $400,000 up front payment payable to the Agent on the Closing Date
The LLR of the Parent Guarantor as of __ is ___. [The LLR of __ as of ____ is __.]
No Material Adverse Effect has occurred since the date of the consolidated Financial Statements of the Parent Guarantor as of _______ and for the period then ended.

Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Loan Agreement.

Very truly yours,

RAZOR ROYALTIES LIMITED PARTNERSHIP, by its general partner RAZOR HOLDINGS GP CORP.

By:

Name: Title:

EXHIBIT C

[FORM OF ASSIGNMENT AGREEMENT]

This ASSIGNMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “ Agreement ”) is dated as of , , by and between (the “ Assignor ”) and (the “ Assignee ”).

RECITALS

WHEREAS, the Assignor is a party to the Term Loan Agreement dated as of February 16, 2021 (as amended, supplemented, restated or otherwise modified from time to time, the “ Loan Agreement ”) by and among Razor Royalties Limited Partnership (the “ Borrower ”), the other Loan Parties from time to time party thereto, each of the lenders that is or becomes a party thereto as provided in Section 9.1(b) of the Loan Agreement (individually, together with its successors and assigns, a “ Lender ”, and collectively, together with their successors and assigns, the “ Lenders ”), and 405 Dolomite LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Agent ”); and

WHEREAS, the Assignor proposes to sell, assign and transfer to the Assignee, and the Assignee proposes to purchase and assume from the Assignor, [all][a portion] of the Assignor’s Percentage Share of the Loan Balance and related rights under the Loan Agreement, all on the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Definitions from Loan Agreement. All capitalized terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.

1.2 Additional Defined Terms. As used herein, the following terms have the following respective meanings:

“ Assigned Interest ” shall mean all of Assignor’s (in its capacity as a “Lender”) rights and obligations under the Loan Agreement and the other Loan Documents in respect of [all of] [the portion of] the Assignor’s Percentage Share of the Loan Balance [ , being the Assigned Loan Balance ] $ and any right to receive payments on such portion of the Loan Balance.

“ ’ Assignee s Loan Balance ” shall mean the principal balance of $ .

“ Assignment Date ” shall mean , (WHICH DATE SHALL BE THE DATE OF RECORDATION IN THE REGISTER BY THE AGENT).

1.3 References. References in this Agreement to Schedule, Exhibit, Article, or Section numbers shall be to Schedules, Exhibits, Articles, or Sections of this Agreement, unless expressly stated to the contrary. References in this Agreement to “hereby,” “herein,” “hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of similar import shall be to this Agreement in its entirety and not only to the particular Schedule, Exhibit, Article, or Section in which such reference appears. Except as otherwise indicated, references in this Agreement to statutes, sections, or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding, or supplementing the statute, section, or regulation referred to. References in this Agreement to “writing” include printing, typing, lithography, facsimile reproduction, and other means of reproducing words in a tangible visible form. References in this Agreement to agreements and other contractual instruments shall be deemed to include all exhibits and appendices attached thereto and all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. References in this Agreement to Persons include their respective successors and permitted assigns.

1.4 Articles and Sections. This Agreement, for convenience only, has been divided into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and without regard to headings prefixed to such Articles or Sections.

1.5 Number and Gender. Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular. Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated. Words denoting sex shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative.

1.6 Negotiated Transaction. Each party to this Agreement affirms to the other that it has had the opportunity to consult, and discuss the provisions of this Agreement with, independent counsel and fully understands the legal effect of each provision.

ARTICLE II SALE AND ASSIGNMENT

2.1 Sale and Assignment. On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

2.2 Assumption of Obligations. The Assignee agrees with the Assignor (for the express benefit of the Assignor and the Borrower) that the Assignee will, from and after the Assignment Date, assume and perform all of the obligations of the Assignor in respect of the

Assigned Interest. From and after the Assignment Date: (a) the Assignor shall be released from the Assignor’s obligations in respect of the Assigned Interest, and (b) the Assignee shall be entitled to all of the Assignor’s rights, powers and privileges under the Loan Agreement and the other Loan Documents in respect of the Assigned Interest.

2.3 Required Consent. By executing this Agreement as provided below, if required in accordance with Section 9.1(b) of the Loan Agreement, each of the Agent and the Borrower hereby acknowledges notice of the transactions contemplated by this Agreement and consents to such transactions. ARTICLE III PAYMENTS

3.1 Payments. As consideration for the sale, assignment and transfer contemplated by Section 2.1, the Assignee shall, on the Assignment Date, assume Assignor’s obligations in respect of the Assigned Interest and pay to the Assignor an amount equal to the Assigned Loan Balance and all accrued and unpaid interest and fees with respect to the Assigned Interest as of the Assignment Date. Except as otherwise provided in this Agreement, all payments hereunder shall be made in Dollars and in immediately available funds, without setoff, deduction or counterclaim.

3.2 Allocation of Payments. The Assignor and the Assignee agree that (a) the Assignor shall be entitled to any payments of principal with respect to the Assigned Interest made prior to the Assignment Date, together with any interest and fees with respect to the Assigned Interest accrued prior to the Assignment Date, (b) the Assignee shall be entitled to any payments of principal with respect to the Assigned Interest made from and after the Assignment Date, together with any and all interest and fees with respect to the Assigned Interest accruing from and after the Assignment Date and (c) the Agent is authorized and instructed to allocate payments received by it for the account of the Assignor and the Assignee as provided in the foregoing clauses. Each party hereto agrees that it will hold any interest, fees or other amounts that it may receive to which the other party hereto shall be entitled pursuant to the preceding sentence for the account of such other party and pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt.

3.3 Delivery of Notes. Promptly following the receipt by the Assignor of the consideration required to be paid under Section 3.1, the Assignor shall, in the manner contemplated by Section 9.1(b) of the Loan Agreement, (a) deliver to the Agent (or its counsel) the Note held by the Assignor and (b) notify the Agent to request that the Borrower execute and deliver new Notes to the Assignor, if Assignor continues to be a Lender, and the Assignee, dated the Assignment Date in the appropriate respective principal amounts after giving effect to the sale, assignment and transfer contemplated hereby.

3.4 Further Assurances. The Assignor and the Assignee hereby agree to execute and deliver such other instruments, and take such other actions, as either party may reasonably request in connection with the transactions contemplated by this Agreement.

ARTICLE IV CONDITIONS PRECEDENT

The effectiveness of the sale, assignment and transfer contemplated hereby is subject to the satisfaction of each of the following conditions precedent:

(a) the execution and delivery of this Agreement by the Assignor and the

Assignee;

(b) the receipt by the Assignor of the payments required to be made under Section 3.1; and

(c) the receipt by the Agent of all documentation and other information with respect to the assignee that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

ARTICLE V REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Assignor. The Assignor represents and warrants to the Assignee as follows:

(a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;

(b) the execution, delivery and compliance with the terms hereof by the Assignor and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Requirement of Law applicable to it;

(c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with its terms;

(d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained;

(e) the Assignor has good title to, and is the sole legal and beneficial owner of, the Assigned Interest, free and clear of all Liens, claims, participations or other charges of any nature whatsoever; and

(f) the transactions contemplated by this Agreement are commercial banking transactions entered into in the ordinary course of the banking business of the Assignor.

5.2 Disclaimer. Except as expressly provided in Section 5.1 hereof, the Assignor does not make any representation or warranty, nor shall it have any responsibility to the Assignee, with

respect to the accuracy of any recitals, statements, representations or warranties contained in the Loan Agreement or in any other Loan Document or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of the Loan Agreement, the Notes or any other Loan Document or for any failure by the Loan Parties or any other Person (other than Assignor) to perform any of its obligations thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Loan Parties or any other Person, or any other matter relating to the Loan Agreement or any other Loan Document or any extension of credit thereunder.

5.3 Representations and Warranties of Assignee. The Assignee represents and warrants to the Assignor as follows:

(b) the execution, delivery and compliance with the terms hereof by the Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Requirement of Law applicable to it;

(c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms;

(e) the Assignee has received copies of the Loan Agreement and the other Loan Documents, as well as copies of all Financial Statements previously provided by the Borrower in satisfaction of obligations under the Loan Agreement.

(f) the Assignee has fully reviewed the terms of the Loan Agreement and the other Loan Documents and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement;

(g) if the Assignee is not incorporated under the laws of the United States of America or a state thereof, the Assignee has contemporaneously herewith delivered to the Agent and the Borrower such documents as are required by Section 2.5(f) of the Loan Agreement; and

(h) the transactions contemplated by this Agreement are commercial banking transactions entered into in the ordinary course of the banking business of the Assignee.

ARTICLE VI MISCELLANEOUS

6.1 Notices. All notices and other communications provided for herein (including any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including by telecopy) to the intended recipient at its “Address for Notices” specified below its name on the signature pages hereof or, as to either party, at such other address as shall be designated by such party in a notice to the other party.

6.2 Amendment, Modification or Waiver. No provision of this Agreement may be amended, modified or waived except by an instrument in writing signed by the Assignor and the Assignee, and consented to by the Agent and, so long as there exists no Default or Event of Default at the time of any such amendment, modification or waiver, the Borrower.

6.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The representations and warranties made herein by the Assignee are also made for the benefit of the Agent, and the Assignee agrees that the Agent is entitled to rely upon such representations and warranties.

6.4 Assignments. Neither party hereto may assign any of its rights or obligations hereunder except in accordance with the terms of the Loan Agreement.

6.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart.

6.6 Governing Law. This Agreement (including the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the Province of Alberta, other than the conflict of laws rules thereof.

6.7 Expenses. To the extent not paid by the Borrower pursuant to the terms of the Loan Agreement, each party hereto shall bear its own expenses in connection with the execution, delivery and performance of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed and delivered as of the date first above written.

ASSIGNOR

By: Name: Title:

Address for Notices:

Telephone No.: Attention:

ASSIGNEE

By: Name: Title:

Address for Notices:

Telephone No.: Attention:

[If required in accordance with Section 9.1(b) of the Loan Agreement]

ACKNOWLEDGED AND CONSENTED TO:

AGENT

405 DOLOMITE LLC ,

as Agent

By:

Name: Title:

BORROWER:

RAZOR ROYALTIES LIMITED PARTNERSHIP, by its general partner RAZOR HOLDINGS GP CORP., as Borrower

By:

Name: Title:

EXHIBIT D

[FORM OF ENVIRONMENTAL CERTIFICATE]

[Date]

405 Dolomite LLC c/o Arena Investors, LP 405 Lexington Avenue 59th Floor New York, New York 10174 Attn: [redacted – name]

Re: Term Loan Agreement dated February 16, 2021 by and among Razor Royalties Limited Partnership (the “ Borrower ”), the other Loan Parties from time to time party thereto, the lenders party thereto or bound thereby from time to time and 405 Dolomite LLC, as agent (as amended, supplemented, restated or otherwise modified from time to time, the “ Loan Agreement ”)

Ladies and Gentlemen:

This Environmental Certificate is given pursuant to Section 5.3 of the Loan Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings given to them by the Loan Agreement.

I am the duly appointed [●] of the Borrower and hereby make the following certifications in such capacity for and on behalf of the Loan Parties and not in my personal capacity and without assuming any personal liability whatsoever.
The following certifications are made to the best of my knowledge after due enquiry. My due enquiry has been limited to discussions and correspondence with responsible officers and staff of the Loan Parties to confirm that the internal environmental reporting and response procedures of the Loan Parties have been followed in all material respects as they relate to the certifications made herein and that the matters herein set forth are true and correct in all material respects, and that matters reported on by such officers and staff are true and correct in all material respects.
The Loan Parties have complied with all Environmental Laws, relating to its assets, business and operations except to the extent that the failure to do so would not in the aggregate have a Material Adverse Effect, and:
(a) the Loan Parties and each Subsidiary possesses all environmental licenses, permits and other authorizations from the applicable Governmental Authorities necessary to conduct its business including operations at its properties and facilities, other than such licenses, permits and other authorizations from the applicable Governmental Authority the absence of which would not in the aggregate have a Material Adverse Effect;
(b) No Loan Party has received any notices to the effect that the operations or the assets of such Loan Party on its real property are: (i) not in full compliance with all Environmental Laws except to the extent that any failure to do so would not have, in the aggregate, a Material Adverse Effect or (ii) the subject of any federal or provincial remedial or control action or order, or any investigation or evaluation as to whether any remedial action is needed to respond to a release or threatened release of any Hazardous Substances into the environment or any facility or structure, except to the extent any failure to comply would not have a Material Adverse Effect; and
(c) No Loan Party has received any notices or claims that it is or may be liable to any Person in any material amount (including any individual or government, whether federal, provincial, city or municipal) as a result of the Release of Hazardous Substances or threatened Release of Hazardous Substances into the environment or into any facility or structure nor have there been any Release of Hazardous Substances, spills or discharges of any Hazardous Substances into the environment or into any facility or structure, which after lapse of time, would give rise to any Environmental Complaint which would have a Material Adverse Effect nor are the Loan Parties aware that there is any basis for any such Environmental Complaint being commenced [nor has any Loan Party ever been convicted of any offence in respect of Environmental Complaint.] [Except as described below:]
This Environmental Certificate is signed by the undersigned officer of the Borrower in his capacity as an officer of the Borrower without personal liability to the undersigned officer.

DATED this _ day of ___, 20__

Per:

Name: Title:

AI assistant

Razor Energy Corp. — Capital/Financing Update 2021

46850_rns_2021-03-01_2a952d5f-8648-48bb-bcc8-832b3345e19a.pdf

TERM LOAN AGREEMENT

TABLE OF CONTENTS

Page

LIST OF SCHEDULES

LIST OF EXHIBITS

TERM LOAN AGREEMENT

W I T N ES S E T H:

ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Terms Defined Above.

1.2 Additional Defined Terms.

“ Permitted Liens ” shall mean:

1.3 Undefined Financial Accounting Terms.

1.4 References.

1.5 Articles and Sections.

1.6 Number and Gender.

1.7 Incorporation of Schedules and Exhibits.

1.8 Negotiated Transaction.

ARTICLE II TERMS OF FACILITY

2.1 Term Loan.

2.2 Use of Loan Proceeds.

2.3 Repayment of Term Loan.

2.4 Outstanding Amounts.

2.5 Taxes and Time, Place, and Method of Payments.

2.6 Pro Rata Treatment; Adjustments.

2.7 Voluntary Prepayments.

2.8 Mandatory Prepayments.

2.9 Loans to Satisfy Obligations of the Borrower.

2.10 General Provisions Relating to Interest.

2.11 Illegality.

2.12 Regulatory Change.

2.13 Keepwell.

2.14 Reserve Holdback.

ARTICLE III CONDITIONS AND SECURITY MATTERS

3.1 Initial Funding.

3.3 Exclusivity of Remedies.

3.4 Form of Security Documents.

3.5 After-Acquired Property.

3.6 Undertaking to Grant Additional Fixed Charge Security.

3.7 Registration of Security Documents.

3.8 PPSA Waiver.

3.9 Conditions Subsequent.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Due Authorization.

4.2 Existence.

4.3 Valid and Binding Obligations.

4.4 Security Documents.

4.5 Title to Property.

4.6 Scope and Accuracy of Financial Statements.

4.7 No Material Adverse Effect or Default.

4.8 No Material Misstatements.

4.9 No Litigation.

4.10 Authorizations; Consents.

4.11 Compliance with Laws.

4.12 Canadian Pension Plan.

4.13 Environmental Laws.

4.14 Compliance with Federal Reserve Regulations.

4.15 Investment Company Act Compliance.

4.16 Proper Filing of Tax Returns; Payment of Taxes Due.

4.17 Refunds.

4.18 Pre-Paid Contracts.

4.19 Intellectual Property.

4.20 Casualties or Taking of Property.

4.21 Location of Loan Parties.

4.22 Subsidiaries.

4.24 Material Documents.

4.25 Related Party Transactions.

ARTICLE V AFFIRMATIVE COVENANTS

5.1 Maintenance and Access to Records.

5.2 Quarterly Unaudited Financial Statements and Compliance Certificates.

5.5 Title; Title Defects; Mortgaged Properties.

5.7 Tax Returns

5.8 Additional Information.

5.9 Compliance with Laws.

5.10 Payment of Assessments and Charges.

5.11 Maintenance of Existence or Qualification and Good Standing.

5.12 Payment of Notes; Performance of Obligations.

Razor Energy Corp. Capital/Financing Update 2021