Razor Energy Corp.

Execution Version

SECOND AMENDED AND RESTATED LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT made as of the 16th day of February, 2021.

BETWEEN:

ALBERTA INVESTMENT MANAGEMENT CORPORATION

(the “ Lender ”)

and -

ALBERTA INVESTMENT MANAGEMENT CORPORATION

(the “ Agent ”)

and -

(the “ Borrower ”)

RECITALS :

A. The Borrower, the Lender and the Agent are party to an Amended and Restated Loan Agreement dated effective January 15, 2018, as amended by a first amending agreement dated January 23, 2019, a second amending agreement dated June 30, 2020 and extension agreements dated January 29, 2021 and February 5, 2021 (as so amended, the “ Original Loan Agreement ”).
B. The Borrower, the Lender and the Agent wish to amend and restate the Original Loan Agreement on the terms and conditions set forth herein.

AGREEMENT :

NOW THEREFORE in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE 1 DEFINITIONS

1.1 Definitions

In this Agreement, including, without limitation, in the recitals to this Agreement, the following capitalized words, terms and expressions have the respective meanings set out below:

“ 13-Week Cash Flow Forecast ” means a detailed rolling consolidated 13-week cash flow projection of the Borrower, which report is in form and substance satisfactory to the Agent and the Lender;

“ Abandonment/Reclamation Order ” means any order, directive or demand to post security deposits issued by an Energy Regulator which relates to any assets of any Loan Party, including any ARO associated therewith;

“ Abandonment and Reclamation Report ” means a report pertaining to the abandonment and reclamation activities and obligations of the Loan Parties in respect of upstream oil and gas wells, facilities, and pipelines, segmented and in sufficient detail as requested by the Lender, acting reasonably, which shall include: (a) the total number of such wells, categorized between active (producing) and inactive (non-producing) wells, and in each case, segregated between (i) operated and non-operated wells and (ii) gross and net wells; (b) ARO related to all such wells (expressed using uninflated and undiscounted values in nominal dollars), segregated between (i) active and inactive wells, (ii) operated and non-operated wells and (iii) gross and net wells; (c) ARO (expressed using uninflated and undiscounted values in nominal dollars) of the Loan Parties for active facilities and pipelines, inactive facilities and pipelines and sites requiring reclamation only; (d) a list of third party operators for non-operated wells, facilities and pipelines of the Loan Parties (including gross number of wells, facilities and pipelines operated by each of them); and (e) participation in, and compliance with, the Area-Based Closure Program;

“ Additional Fee ” has the meaning ascribed to such term in Section 2.1(a).

“ Adjusted Cash Flow ” means, with respect to any Person for any period, with reference to a consolidated statements of cash flows of such Person prepared in accordance with GAAP, cash flows from (or used in) operating activities of such Person determined in accordance with GAAP, less changes in non-cash working capital of such Person determined in accordance with GAAP, plus the sum of (i) interest paid, (ii) income taxes paid, and (iii) finance costs paid (as each of (i), (ii) and (iii) is determined in accordance with GAAP), by such Person, provided that all such calculations shall be determined based on the Adjusted Financial Statements and for certainty shall exclude from the foregoing calculations all items related to FutEra Power Corp. and its Subsidiaries;

“ Adjusted Financial Statements ” means unaudited combined (but unconsolidated) financial statements of the Borrower and the other Loan Parties (but, for certainty, not the Excluded Subsidiaries) prepared by management of the Borrower in accordance with GAAP.

“ Adjusted Net Debt ” means, with respect to any Person for any period, the sum of (i) such Person’s current liabilities, (ii) such Person’s long-term debt (as each of (i) and (ii) is as determined in accordance with GAAP), and (iii) the fair value of such Person’s Derivative Securities classed as liabilities in accordance with GAAP, less the sum of (x) such Person’s current assets as determined in accordance with GAAP, and (y) the fair value of such Person’s Derivative Securities classed as assets in accordance with GAAP, provided that all such calculations shall be determined based on the Adjusted Financial Statements and for certainty shall exclude from the foregoing calculations all items related to FutEra Power Corp. and its Subsidiaries;

“ Adjusted Net Debt to Adjusted Cash Flow Ratio ” means the ratio of Adjusted Net Debt to Adjusted Cash Flow;

“ Affiliate ” has the meaning ascribed to such term in the Business Corporations Act (Alberta);

“ Agent ” has the meaning set forth in Section 2.5;

“ Agreement ”, “ this Agreement ”, “ hereto ”, “ herein ”, “ hereof ”, “ hereby ”, “ hereunder ” and similar expressions used herein shall refer to the whole of this Agreement and any schedule hereto, as amended from time to time;

“ Amendment and Restatement Date ” means February 16, 2021;

“ Annual Budget ” means a board-approved consolidated operating budget and capital budget of the Borrower delivered to the Agent, provided that as of the Amendment and Restatement Date, the Annual Budget shall refer to the updated consolidated operating budget and capital budget for the 2021 fiscal year previously delivered by the Borrower to the Agent;

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any Sanctions Authority that apply to the Loan Parties from time to time concerning or relating to bribery of government officials or public corruption;

“ Anti-Terrorism Laws ” means any federal, provincial or local laws relating to terrorism or money laundering, including, without limiting the generality of the foregoing, the Criminal Code (Canada), and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced), in each case to the extent that such laws relate to terrorism or money laundering;

“ Applicable Laws ” means all applicable statutes, laws (including common law), regulations, bylaws, rules, judicial or arbitral or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies of any regulatory authority, securities regulatory authority or stock exchange binding on or affecting the Person referred to in the context in which that word is used;

“ Area-Based Closure Program ” means the Alberta Energy Regulator’s area-based closure program in respect of which oil and gas licensees to work to decommission, remediate, and reclaim their energy infrastructure and sites.

“ Arena Agent ” means 405 Dolomite LLC, in its capacity as agent pursuant to the Arena Loan Agreement, and its successors in such capacity;

“ Arena Guarantee ” means the Guarantee provided by the Borrower to the Arena Agent for the benefit of the Arena Lenders, as the same may be amended, supplemented, renewed, restated or replaced from time to time in accordance with the terms of the Arena Intercreditor Agreement;

“ Arena Intercreditor Agreement ” means the intercreditor agreement dated as of February 16, 2021 among the Agent, the Arena Agent, the Borrower, the Royalty LP and the Royalty GP, as the same may be amended, supplemented, renewed, restated or replaced from time to time;

“ Arena Lenders ” means, initially, 405 Dolomite LLC, and thereafter includes its successors and assigns as lenders under the Arena Loan Agreement;

“ Arena Loan Agreement ” means the term loan agreement dated February 16, 2021 among Royalty LP, as borrower, the Borrower, as guarantor, the Arena Lenders and the Arena Agent, as amended, supplemented, renewed, restated or replaced from time to time as permitted hereunder and under the Arena Intercreditor Agreement;

“ Arena Security ” means the documents, instruments and agreements executed by the Borrower in favour of the Arena Agent, pursuant to which the Borrower grants security interests to the Arena Agent to secure the indebtedness, liabilities and obligations of the Borrower under the Arena Guarantee, as such documents, instruments and agreements may be amended, supplemented renewed, restated or replaced from time to time in accordance with the terms of the Arena Intercreditor Agreement;

“ ARO ” means, at any time, the present and future, direct or indirect, absolute or contingent obligations of the Loan Parties to abandon, restore, reclaim or otherwise remediate the wells, facilities, pipelines, storage sites and other property on, or in respect of, which any Loan Party carries on business.

“ Blocked Person ” has the meaning set forth in Section 4.1(s);

“ Business Day ” means each day other than a Saturday, Sunday or any day on which the chartered banks are not open for business in the Province of Alberta;

“ Canadian Dollars ” or “ Cdn .” means lawful money of Canada;

“ 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 Income Tax Act (Canada), 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 Income Tax Act (Canada) 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.

“ Capital Expenditure Report ” has the meaning ascribed to it in Section 5.3(b)(vii);

“ Capital Lease ” means a capital lease or a lease that should be treated as a capital lease under GAAP;

“ Change of Control ” means, with respect to any Loan Party: (i) the direct or indirect sale, transfer or other disposition (other than by way of consolidation, amalgamation, arrangement, merger or issue of voting shares), in one or a series of related transactions, of all or substantially all of the property of any Loan Party to any Person or group of Persons acting jointly or in concert for purposes of such transaction; (ii) a Person or group of Persons, acting jointly or in concert, acquires, directly or indirectly (other than by way of security for bona fide indebtedness), shares of any Loan Party to which are attached more than 50% of the votes that may be cast to elect the directors of any Loan Party; (iii) a person or group of persons, acting jointly or in concert, acquires, directly or indirectly (other than by way of security for bona fide indebtedness), a sufficient number of shares of any Loan Party that the votes attached to those shares are sufficient, if exercised, to elect a majority of the directors of any Loan Party; or (iv) any Loan Party amalgamates or otherwise merges its business and properties with or into any other Person if that amalgamation or merger is not otherwise permitted by the other provisions of this Agreement;

“ Claims ” in respect of any matter, means all claims, demands, proceedings, losses, damages, including special, incidental and/or consequential damages (such as, but not limited to, loss of profit, loss of business revenue and failure to realize expected profits or savings), liabilities, deficiencies, costs and expenses (including all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising directly or indirectly as a consequence of such matter;

“ Compliance Certificate ” means a certificate of a senior officer of the Borrower, in a form acceptable to the Lender acting reasonably, certifying, among other things, that the representations and warranties of the Borrower provided for herein remain true and correct, there has been no change to the Material Contracts other than changes which would not reasonably be expected to have a Material Adverse Effect, and that the Loan Parties have met all the Requirements of Environmental Law, all as of the date of such certificate;

“ Contingent FutEra Shares ” means common shares in the capital stock of FutEra Power Corp. in the name of the Lender, or such other entity controlled by the Lender as the Lender shall designate, in an amount that would be equal to 22.4% of the aggregate issued and outstanding shares of FutEra Power Corp. as of the date such shares are transferred to or issued in the name of the Lender or such other entity, which until such date shall be held pursuant to the terms of the Contingent FutEra Shares Trust Agreement;

“ Contingent FutEra Shares Trust Agreement ” means, collectively, the bare trust agreement between 2322867 Alberta Ltd. and the Borrower and the side letter agreement among the Borrower, 2322867 Alberta Ltd., FutEra Power Corp. and the Lender, each dated as of the Amendment and Restatement Date and each with respect to the holding of the Contingent FutEra Shares in trust in accordance with the terms thereof until the earlier of (i) the closing of the FutEra Financing, and (ii) the Lender’s election for transfer or registration of such Contingent FutEra Shares;

“ Default ” means any event, act or condition which with the giving of notice or lapse of time, or both, would constitute an Event of Default;

“ Derivative Securities ” means any transaction, arrangement or agreement entered into between a Person and a counterparty (including any futures, swaps, options, cap transactions, floor transactions, or other similar transactions), the purpose of which is to manage, mitigate or eliminate exposure to fluctuations in currency value or the price of petroleum and/or natural gas;

“ Energy Regulator ” means (a) with respect to Alberta, the Alberta Energy Regulator, (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 respect to any other Material Jurisdiction, 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.

“ Equity Interests ” means (a) in the case of any corporation or company, all shares, or capital stock and any securities exchangeable for or convertible into shares or capital stock, (b) in the case of an association or business entity, any and all shares, interests, participation rights or other equivalents of corporate stock (however designated) in or to such association or entity, (c) in the case of a partnership, limited liability company or unlimited liability company, partnership or membership interests (whether general or limited), as applicable, and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person, and including, in all of the foregoing cases described in clauses (a), (b), (c) or (d), any warrants, rights or other options to purchase or otherwise acquire any of the interests described in any of the foregoing cases.

“ Excluded Subsidiaries ” means FutEra Power Corp., and each of its Subsidiaries including Swan Hills Geothermal Power Corp.

“ Event of Default ” has the meaning set forth in Section 6.1;

“ FutEra Disposition ” means the disposition of certain assets by the Borrower to Swan Hills Geothermal Power Corp. pursuant to the bill of sale dated as of January 14, 2021 between Swan Hills Geothermal Power Corp., as purchaser, and Razor Energy Corp., as vendor, a true and complete copy of which has been provided to the Agent on or prior to the Amendment and Restatement Date;

“ FutEra Financing ” means any debt and/or equity financing for the benefit of FutEra Power Corp or Swan Hills Geothermal Power Corp. provided by any Person in connection with the development and construction of the Swan Hills geothermal project and in connection with which the Lender shall receive the Contingent FutEra Shares, all on terms and conditions satisfactory to the Agent, acting reasonably (subject to Section 5.1(z));

“ GAAP ” means, in relation to any Person at any time, accounting principles generally accepted in Canada as recommended in the Chartered Professional Accountants of Canada Handbook or its successor, which as of the date hereof means IFRS, applied on a basis consistent with the most recent audited financial statements of such Person and, if applicable, its consolidated Subsidiaries;

“ Governmental Authority ” means the government of Canada or any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supra-national bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency.

“ Guarantee ” means any undertaking to assume, guarantee, indemnify, endorse (other than the routine endorsement of cheques in the ordinary course of business), contingently agree to purchase or to provide funds for the payment of, or otherwise become liable in respect of, any indebtedness of any Person; provided that the amount of each Guarantee shall be deemed to be the amount of the indebtedness guaranteed thereby, unless the Guarantee is limited to a specified amount or to realization exclusively on specified assets in which case the amount of such Guarantee shall be deemed to be the lesser of such specified amount or the fair market value of such specified assets, as the case may be, or the amount of such indebtedness.

“ Hazardous Materials ” means any contaminant, pollutant, waste or substance that is likely to cause immediately or at some future time harm or degradation to the surrounding environment or risk to human health; and without restricting the generality of the foregoing, including any pollutant, contaminant, waste, hazardous waste or dangerous goods that is regulated by any Requirements of Environmental Law or that is designated, classified, listed or defined as hazardous, toxic, radioactive or dangerous or as a contaminant, pollutant or waste by any Requirements of Environmental Law;

“ Hydrocarbons ” means solid, liquid and gaseous hydrocarbons and any natural gas whether consisting of a single element or of two or more elements in chemical combination or uncombined and any other substances, whether a hydrocarbon or not, produced in association therewith and, without restricting the generality of the foregoing, includes oil-bearing shale, oil sands, crude oil, petroleum, helium, sulphur and hydrogen sulphide;

“ IFRS ” means International Financial Reporting Standards including International Accounting Standards and Interpretations together with their accompanying documents which are set by the International Accounting Standards Board, the independent standard-setting body of the International Accounting Standards Committee Foundation (the “ IASC Foundation ”), and the International Financial Reporting Interpretations Committee, the interpretative body of the IASC Foundation;

“ include ” or “ including ” means “include (or including) without limitation” and the words following “include” or “including” are not to be considered an exhaustive list;

“ Information ” has the meaning set forth in Section 4.1(x);

“ Insurance ” has the meaning set forth in Article 8;

“ Investment ” shall mean, with respect to any Person, any direct or indirect investment in, or purchase or other acquisition of the securities of, or an Equity Interest in any other Person, any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding

extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), or capital contribution to (whether by means of a transfer of cash or other property or any payment for property or service for the account or use of) any other Person, or any purchase or other acquisition of all or substantially all of the property of any other Person;

“ Lender’s Counsel ” means Torys LLP or any replacement therefor;

“ Liability Management Rating ” means, subject to Section 10.2, for any Material Jurisdiction and with respect to the applicable Loan Party in such jurisdiction, the environmental liability management rating (or equivalent) governing conventional upstream oil and gas wells, facilities, and pipelines for such jurisdiction, as determined in accordance with the rules and regulations of each applicable Material Jurisdiction and its Energy Regulator for the then relevant period, provided that any security deposits provided to the applicable Energy Regulator will not be considered as part of the deemed assets used in such calculation for purposes of this definition;

“ Loan ” has the meaning set forth in Section 2.1;

“ Loan Amount ” means at any point in time the principal amount of the Loan then outstanding and unpaid from time to time whether or not then due, including as the same may be increased pursuant to the last sentence of Section 2.1(a). As of the Amendment and Restatement Date, the Loan Amount is $50,144,917.18.

“ Loan Documents ” means this Agreement, the Arena Intercreditor Agreement, the Security and all other certificates, instruments and documents delivered by or on behalf of any Loan Party in connection therewith from time to time;

“ Loan Parties ” means the Borrower and each of its Subsidiaries, other than the Excluded Subsidiaries, collectively, and “ Loan Party ” means any one of them. As of the Amendment and Restatement Date, the Loan Parties are the Borrower, Blade Energy Services Corp., Razor Resources Corp., Royalty GP and Royalty LP;

“ Make-Whole Amount ” means the present value of all interest at the applicable interest rate of the Loan that would have accrued on the portion of such Loan being prepaid from the date of prepayment to the second anniversary of the Amendment and Restatement Date, calculated in accordance with accepted financial practice using a discount rate equal to [redacted – percentage amount] plus the yield to maturity implied by the yield, determined by the Lender, acting reasonably, as of 8:00 a.m. (Edmonton time) on the second Business Day preceding the prepayment date, for the most recently issued actively traded on the run Canadian federal government treasury securities having a maturity closest to the second anniversary of the Amendment and Restatement Date.

“ Material Adverse Effect ” means a material adverse effect on:

A. the financial condition of the Loan Parties taken as a whole;
B. the ability of (A) the Borrower to observe or perform its obligations under this Agreement, or (B) any Loan Party to observe or perform their respective obligations under the Loan Documents to which they are a party;
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C. the validity or enforceability of this Agreement or the Loan Documents or any material provision hereof or thereof;
D. the property, assets, business, operations, liabilities or capitalization of the Loan Parties taken as a whole;

“ Material Contract ” means any contract, undertaking, agreement or other instrument to which any Loan Party is a party or by which any of their respective property or assets is bound, the breach of which would reasonably be expected to result in a Material Adverse Effect;

“ Material Jurisdiction ” means any jurisdiction where the Loan Parties, in aggregate, own or operate assets, property and undertaking with aggregate associated undiscounted and uninflated abandonment and reclamation liabilities (expressed in nominal dollars) exceeding $2,500,000 in that jurisdiction. As of the Amendment and Restatement Date, the only Material Jurisdiction is Alberta.

“ Maturity Date ” means January 31, 2024;

“ Original Loan Agreement ” has the meaning set forth in the recitals hereto;

“ Permitted Dispositions ” means the FutEra Disposition and the Royalty Disposition, provided that no Default or Event of Default exists at the time of such disposition.

“ Permitted Encumbrances ” means any of the following:

A. any encumbrances or security now or at any time hereafter given by any Loan Party in favour of the Lender;
B. all reservations in the original grant from the Crown of any lands or interests therein and all statutory exceptions, qualifications and reservations in respect of title;
C. liens for taxes, assessments or governmental charges not due or delinquent or the validity of which any Loan Party shall be contesting in good faith and in respect of which such contest will involve no risk of forfeiture of any material property, asset or undertaking;
D. the lien of any judgment rendered, or claim filed, against any Loan Party which any Loan Party shall be contesting in good faith and in respect of which such contest will involve no risk of forfeiture of any material property, asset or undertaking;
E. undetermined or inchoate liens arising in the ordinary course of and incidental to construction or current operations which have not been filed pursuant to Applicable Laws against any Loan Party or any of their respective properties or in respect of which no steps or proceedings to enforce the lien have been initiated or which relate to obligations not due or delinquent;
F. liens on Hydrocarbons or the proceeds of sale of Hydrocarbons arising or granted by any Loan Party in the ordinary course of their respective business pursuant to a processing or transmission arrangement entered into by any Loan Party in the ordinary course of
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business, securing the payment of the fees, costs and expenses attributable to the processing or transmission (as the case may be) of any such Hydrocarbons under any such processing or transmission arrangement, but only insofar as such liens relate to obligations which are at such time not past due;

G. liens incurred or created in the ordinary course of business and in accordance with sound industry practice on any petroleum and natural gas rights or production of Hydrocarbons therefrom as security in favour of an arm’s length Person who is conducting the development or operation of the property to which such petroleum and natural gas right relates, for the Loan Parties’ portion of the costs and expenses of such development or operation provided that such amounts are not due or delinquent;
H. easements, rights of way, servitudes or other similar rights in and (including, without limitation, rights of way and servitudes for railways, sewers, drains, pipe lines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved or taken by other Persons which either alone or in the aggregate do not detract from the value of such land or materially impair its use in the operation of the Loan Parties’ business;
I. security given by any Loan Party to a public utility or any municipality or governmental or other public authority when required by such public utility or municipality or other governmental authority in the ordinary course of business of any Loan Party in connection with the Loan Parties’ operations, provided such security does not either alone or in the aggregate materially detract from the value of the property or assets affected thereby or materially impair its use in the conduct of the Loan Parties’ business;
J. the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, franchise, grant or permit acquired by any Loan Party or by any statutory provision to terminate any such lease, licence, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;
K.
liens securing Priority Accounts Payable;
L. any encumbrance or security granted in respect of a Purchase Money Security Interest as permitted hereunder;
M. any pledge in favour of any Excluded Subsidiary’s secured lender(s) in respect of the Equity Interests of such Excluded Subsidiary owned by a Loan Party from time to time;
N. security interests and charges granted in favour of the Arena Agent by Royalty GP, Royalty LP and the Borrower pursuant to the Arena Security, provided that the Arena Security is subject to the terms of and the priorities set out in the Arena Intercreditor Agreement;
O. security given by any Loan Party over a specific good, piece of equipment or any other specific asset to secure the repayment of any loan, where the giving of that security has been approved by the Lender; and
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P. all such other claims and encumbrances as are specifically disclosed by notice in writing from the Borrower to the Lender to the extent that the Lender, by specific notice in writing to the Borrower, consents to such claims and encumbrances as Permitted Encumbrances;

For certainty, any reference in any of the Loan Documents to a Permitted Encumbrance is not intended to and will not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any obligation of the Borrower or any other Loan Party to the Agent and Lender under any of the Loan Documents to any Permitted Encumbrance.

“ Person ” is to be broadly interpreted and shall include an individual, a corporation, a partnership, a trust, an unincorporated organization, a joint venture, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

“ Prepayment Fee ” means:

A. with respect to any prepayment made at any time prior to the second anniversary of the Amendment and Restatement Date, a payment equal to the Make-Whole Amount, plus accrued and unpaid interest to, but excluding, the date of prepayment; and
B. with respect to any prepayment made at any time on or after the second anniversary of the Amendment and Restatement Date and prior to the third anniversary of the Amendment and Restatement Date, a payment equal to a premium equal to [redacted – percentage amount] per annum calculated on a daily basis based on the principal amount of the Loan being prepaid for the number of days remaining from the date of prepayment until the third anniversary of the Amendment and Restatement Date, plus accrued and unpaid interest to, but excluding, the date of prepayment; and
C. on or after the third anniversary of the Amendment and Restatement Date, [redacted – dollar amount] .

“ Priority Accounts Payable ” means, at any time, the amount due and owing (whether or not past due) by any Loan Party or for which they have an obligation to remit to a governmental authority or any other Person pursuant to any Applicable Law in respect of pension fund obligations, employment insurance, goods and services taxes, harmonized sales taxes, sales taxes and other taxes payable or to be remitted or withheld, employee withholdings, vacation pay, employee salaries and wages, workers’ compensation assessment, municipal taxes and claims by public utilities and other like charges and demands, in each case, in respect of which any governmental authority or other Person may claim a lien or other claim ranking or capable of ranking prior to or pan passu with the liens against any Loan Party in favour of the Agent (or interests similar thereto under Applicable Law) against all or part of the property and assets of any Loan Party;

“ Projections ” means all projected financial information with respect to the Loan Parties (if any);

“ Purchase Money Security Interest ” means an encumbrance created or incurred by any Loan Party securing debt incurred to finance the acquisition of property (including the cost of installation thereof), provided that (i) such encumbrance is created substantially simultaneously with the acquisition of such property, (ii) such encumbrance does not at any time encumber any property

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other than the property financed by such debt, (iii) the amount of debt secured thereby is not increased subsequent to such acquisition, and (iv) the principal amount of debt secured by any such encumbrance at no time exceeds 100% of the original purchase price of such property and the cost of installation thereof, and for the purposes of this definition the term “acquisition” includes a Capital Lease;

“ Required Consents ” has the meaning set forth in Section 2.4(m);

“ Requirements of Environmental Law ” means (i) requirements imposed by or pursuant to statutes, regulations and by-laws whether presently or hereafter in force; (ii) requirements announced by a governmental authority as having immediate effect (provided that at the time of making such announcement the government also states its intention of enacting legislation to confirm such requirements retroactively); (iii) all directives, policies and guidelines issued or relied upon by any governmental authority to the extent such directives policies or guidelines have the force of law; (iv) all permits, licenses, certificates and approvals from governmental authorities which are required in connection with air emissions, discharges to surface or groundwater, noise emissions, solid or liquid waste disposal, the use, generation, storage, transportation or disposal of Hazardous Materials; and (v) all requirements imposed under any clean-up, compliance or other order made pursuant to any of the foregoing, in each and every case relating to environmental, health or safety matters including all such obligations and requirements which relate to (A) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation and (B) exposure to Hazardous Materials;

“ Royalty ” means the non-convertible gross overriding royalty interest in and to the Royalty Lands granted by the Borrower to Royalty LP pursuant to the overriding royalty agreement dated as of February 16, 2021, as amended, supplemented, renewed, restated or replaced from time to time;

“ Royalty Disposition ” means the transactions contemplated by the Royalty Purchase Agreement;

“ Royalty GP ” means Razor Holdings GP Corp. and its successors and assigns;

“ Royalty Lands ” means the lands set forth in Schedule “A” to the Royalty Purchase Agreement;

“ Royalty LP ” means Razor Royalties Limited Partnership and its successors and assigns;

“ Royalty Purchase Agreement ” means the royalty purchase and sale agreement dated February 16, 2021 between the Borrower, as vendor, and the Royalty LP, as purchaser, pursuant to which the Royalty LP purchased the Royalty from the Borrower;

“ Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions;

“ Sanctioned Person ” means, at any time, any Person listed in any Sanctions-related list of designated Persons maintained by any Sanctions Authority, in all cases, to the extent it would not violate Applicable Laws in Canada;

“ Sanctions Authority ” means any of: (i) the Canadian government; (ii) the United States government; (iii) the United Nations Security Council (to the extent it would not violate Applicable

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Laws in Canada); (iv) the European Union; (v) the United Kingdom; or (vi) the respective governmental institutions, departments and agencies of any of the foregoing, and “ Sanctions Authorities ” means all of the foregoing, collectively;

“ Sanctions ” means, solely in respect of the business activities of the Borrower or its Subsidiaries, economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by a Sanctions Authority that are applicable to the Borrower or its Subsidiaries; provided however that, with respect to economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority outside of Canada, only to the extent such sanctions or trade embargoes would not violate Applicable Laws in Canada;

“ Security ” means those documents referred to in Sections 3.1 and 3.2;

“ Subsidiary ” means:

A. a Person of which another Person alone or in conjunction with its other Subsidiaries owns an aggregate number of Voting Shares sufficient to enable the election of a majority of the directors (or other Persons performing similar functions) regardless of the manner in which other Voting Shares are voted;
B. a Person of which another Person alone or in conjunction with its other Subsidiaries has, through the operation of any agreement or otherwise, the ability to elect or cause the election of a majority of the directors (or other Persons performing similar functions) or otherwise exercise control over the management and policies of such Person;
C. any trust of which a Person holds 50% or more of the equity or beneficial interests therein;
D. any partnership or joint venture of which a Person:
I. is the general or managing partner; or
II. directly or indirectly, owns more than 50% of the equity or beneficial interest thereof,

and shall include any Person in like relation to a Subsidiary;

“ Variance Report ” means a report in form reasonably satisfactory to the Agent and the Lender, delivered in accordance with Section 5.1(vi)(B), showing the Borrower’s actual cash flows (on a consolidated basis) for the preceding month and the variance (as a percentage) of such amounts from the corresponding forecasted amounts therefor as set forth in the most recently delivered 13Week Cash Flow Forecast, together with management commentary in respect of any such material variances;

“ Voting Shares ” means share capital of any class of any corporation or other ownership or beneficial interests of any other Person which carries voting rights to elect the board of directors or other Persons performing similar functions under any circumstances, but shares or other ownership or beneficial interests which only carry the right to so vote conditionally upon the happening of an event shall not be considered Voting Shares until the occurrence of such event,

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nor shall any shares or other ownership or beneficial interests be deemed to cease to be Voting Shares solely by reason of a right to vote accruing to shares or other ownership or beneficial interests of another class or classes by reason of the happening of such event; and

“ Working Capital Ratio ” means with respect to the Borrower for any period, the ratio of (i) the Loan Parties’ combined current assets as determined in accordance with GAAP, excluding the fair value of Derivative Securities of the Borrower classed as assets in accordance with GAAP, to (ii) the Loan Parties’ combined current liabilities as determined in accordance with GAAP, excluding the current portion of long term debt as determined accordance with GAAP and excluding the fair value of Derivative Securities of the Borrower classed as liabilities in accordance with GAAP; provided that, in each case, all such calculations shall be determined based on the Adjusted Financial Statements.

The foregoing is not an exhaustive of the defined terms in this Agreement and other terms may be defined throughout this Agreement.

ARTICLE 2 TERM FACILITY

2.1 Non-Revolving Term Loan Facility Established

(a) In reliance upon the representations, warranties and covenants of the Borrower in this Agreement and subject to the terms and conditions hereof, the Lender hereby establishes in favour of the Borrower a non-revolving loan facility of Cdn. $50,144,917.18 (the “ Loan ”). The Loan is a non-revolving loan and amounts repaid or prepaid may not be re-borrowed under any circumstances. Notwithstanding anything else set forth herein, the Loan Amount will automatically increase by an additional $3,500,000 (the “ Additional Fee ”) if (i) the FutEra Financing does not close and is not funded by July 31, 2021, and/or (ii) the Swan Hills geothermal project has less than 10 megawatts of nameplate capacity and installed power generation by December 31, 2022 (each (i) and (ii), a “ Triggering Event ”) (provided that if both Triggering Events occur, the Additional Fee shall be $3,500,000 in aggregate).
(b) The Loan shall be repayable from the Amendment and Restatement Date as follows:
(i) interest on the Loan Amount at a rate of 10% per annum, calculated and payable semi-annually on June 30 and December 31 of each year following the date hereof; and
(ii) on the Maturity Date, the outstanding balance of the Loan with all interest accrued but unpaid thereon, together with any other amounts outstanding or payable hereunder.
(c) For greater clarity, interest shall accrue on the Additional Fee starting on the date of the Triggering Event.
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(d) If the regular payment date is not a Business Day, then the payment shall be made prior to 12:00 p.m. (Edmonton time) on the close of Business Day prior to such regular payment date.
(e) Provided no Event of Default has occurred and is continuing hereunder, the Borrower shall have the privilege of prepaying the whole or any part of the outstanding balance of the Loan Amount with all accrued and unpaid interest thereon to the date of the prepayment together with any other amounts outstanding or payable hereunder, provided an amount equal to the Prepayment Fee must accompany the prepayment. The parties hereto acknowledge that the Prepayment Fee is not a penalty and each is a genuine pre-estimate of compensation for the Lender in consideration for the early prepayment of the Loan.
(f) Any payment of principal or interest hereunder shall be made payable to or to the order of the Lender or to such Person or Persons as the Lender may from time to time in writing direct.
(g) Notwithstanding anything to the contrary herein, any partial or late payments that constitute an Event of Default hereunder shall be applied against any part of the indebtedness owing hereunder by the Borrower to the Lender as the Lender may see fit in their sole and absolute discretion and the Lender shall at all times and from time to time have the right to change any application of any late or partial payment received by it and to re-apply the same on any part or parts of such indebtedness as the Lender may see fit in its sole and absolute discretion, notwithstanding any previous application.
(h) All payments hereunder shall be made at the Lender’s office in Edmonton, Alberta as set out in Section 10.1 hereof prior to 12:00 p.m. (Edmonton time). Any payments received by the Lender after 12:00 p.m. (Edmonton time) on the day payable shall be deemed to have been made and to have been received by the Lender on the next Business Day.
(i) Interest on overdue interest shall be calculated in respect of the daily balance outstanding at the rate of ten percent (10%) per annum, determined daily and calculated and payable monthly, based on the actual number of days elapsed divided by 365.
(j) In the event that any provision of this Agreement would oblige the Borrower to make any payment of interest or any other payment that is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate that would be prohibited by law or would result in a receipt by the Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Laws or so result in a receipt by the Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, (i) firstly, by reducing the amount or rate of interest otherwise required
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to be paid under Sections 2.1(i) and 2.2 and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts that would constitute interest for the purposes of section 347 of the Criminal Code (Canada). If, notwithstanding the provisions of this Section 2.1(j) and after giving effect to all adjustments contemplated thereby, the Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then such excess shall be applied by the Lender to the reduction of the principal balance of the Loan outstanding and not to the payment of interest or if such excessive interest exceeds such principal balance, such excess shall be refunded to Borrower. Any amount or rate of interest referred to in this Section 2.1(j) shall be determined in accordance with generally accepted actuarial practices and principles at an effective annual rate of interest over the term of this Agreement 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 prorated over that period of time and otherwise be prorated over the terms of this Agreement and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Lender shall be conclusive for the purposes of such determination.
(k) Unless otherwise stated, wherever in this Agreement reference is made to a rate of interest “per annum” or a similar expression is used, such interest will be calculated on the basis of a calendar year of 365 and using the nominal rate method of calculation, and will not be calculated using the effective rate method of calculation or on any other basis that gives effect to the principle of deemed re-investment of interest.
(l) For the purposes of the Interest Act (Canada) and disclosure under such act, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of 365 or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or such other period of time, as the case may be.

2.2 Interest

Interest on the Loan Amount shall be calculated on the daily balance outstanding at the same rate based on the actual number of days lapsed divided by 365 and compounded monthly in arrears, before and after maturity, default or judgement.

2.3 Legal Fees

All legal, financial and other advisory fees and disbursements (on a full indemnity basis) of the Agent and the Lender in connection with the completion of the transactions contemplated herein, including the drafting, preparation and negotiation of the agreements and other documents governing such transactions, advising the Lender and the Lender thereon and closing and reporting upon the completion of the transactions, including pursuing and reporting on any post advance

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obligations of the Borrower or its solicitors or in maintaining the Loan and security interest and charges granted pursuant to the Loan Documents, shall be borne by the Borrower, and shall be payable on the Amendment and Restatement Date (or, at the discretion of the Lender, upon rendering of the account for same). Such fees and disbursements are payable whether or not funds are advanced hereunder and shall be secured by the Loan Documents.

2.4 Conditions Precedent

This Agreement shall become effective upon each of the following conditions having been fulfilled, satisfied and performed in a manner completely satisfactory to the Lender in all respects and the Lender shall not be obligated to make the Loan unless and until such time as:

(a) this Agreement has been duly executed and delivered by all parties hereto;
(b) the Lender shall have received a certified true and complete copy of the Arena Loan Agreement and the Arena Security;
(c) all of the other Loan Documents (or acknowledgement and confirmation agreements in respect thereof, to the extent satisfactory to the Lender), each in form and substance satisfactory to and approved by the Lender and the Lender’s Counsel, shall have been executed by such Persons as are duly authorized to execute such documents and the Lender shall be satisfied that such Persons have been so duly authorized and such documents shall have been delivered to the Lender’s Counsel and filed and registered as the Lender’s Counsel may consider necessary or advisable;
(d) each Loan Party shall have delivered to the Lender an officer’s certificate attaching (i) its articles and by-laws, (ii) a resolution of its directors approving this Agreement and the Loan, and (iii) a certificate of incumbency;
(e) the Lender shall have received opinions of the Borrower’s counsel addressed to the Lender and the Lender’s Counsel with respect to the due authorization, execution, delivery and enforceability of this Agreement and the Loan Documents and containing such other opinions as the Lender and the Lender’s Counsel may reasonably request, all in form and substance satisfactory to the Lender and the Lender’s Counsel;
(f) no Event of Default shall have occurred and continue to subsist and no event or circumstance shall have occurred and no condition shall exist which will result, either immediately, or with the lapse of time or giving of notice or both, in the occurrence or existence of an Event of Default;
(g) each of the warranties and representations made by the Borrower in this Agreement, in any of the Loan Documents and in any other document, material, information or report supplied or delivered in connection with the Loan to the Lender, the Lender’s Counsel or representatives of the Lender shall be true and correct on the Amendment and Restatement Date and the Borrower shall have delivered to the Lender a certificate of a senior officer of each the Borrower to such effect;
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(h) no Material Adverse Effect shall have occurred;
(i) the Lender shall have received such financial and other information in respect of the Loan Parties as may be reasonably required by the Lender;
(j) the Lender shall have received certificates with respect to the Insurance;
(k) the Lender shall have received evidence, satisfactory to it, of its first priority charge as against all of the property, assets and undertaking of each Loan Party, subject only to the Permitted Encumbrances;
(l) the Lender shall have received a certificate of a senior officer of the Borrower confirming that all Priority Accounts Payable and taxes of the applicable Borrower have been paid up to date and there is no claim against the property, assets and undertaking of the Borrower;
(m) the Borrower shall have received all consents or approvals required to be obtained or pursuant to any agreement, instrument or document by which the Loan Parties are bound and under which consent or approval is required as a result of the Borrower entering into this Agreement and the Loan Documents and a senior officer of the Borrower shall have provided an officer’s certificate certifying same (collectively, the “ Required Consents ”); and
(n) the Lender shall be satisfied that each Loan Party has complied with and is continuing to comply with (i) the Requirements of Environmental Laws, and (ii) all other Applicable Laws in all material respects.

Each of the foregoing conditions is for the exclusive benefit of the Lender and, unless waived in writing by the Lender shall be fulfilled, satisfied and performed by the Borrower.

2.5 Agent of Lender

Alberta Investment Management Corporation (the “ Agent ”) will serve as administration agent of the Lender for the Loan. In the event that any additional financial institutions may from time to time become party hereto as lenders, the Agent, the Lender and the Borrower hereby confirm and agree that this Agreement shall be amended and restated to incorporate customary agency and other administrative provisions required for the ongoing administration of the Loan.

ARTICLE 3 SECURITY

3.1 Loan Documents

As security for the timely payment of the Loan and the due and punctual performance of this Agreement and all other obligations, undertaking, covenant, liabilities and indebtedness of the Borrower to the Lender under, arising out of or from this Agreement or any of the Loan Documents, both present and future direct or indirect, absolute or contingent, matured or otherwise, or howsoever arising, the Borrower shall deliver to the Agent on or before the

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Amendment and Restatement Date the following documents, each in form and content satisfactory to the Lender:

(a) a General Security Agreement granted by each Loan Party in favour of the Agent on behalf of itself and the Lender creating a first charge (or in the case of a General Security Agreement from either Royalty GP or Royalty LP, a second charge in accordance with the Arena Intercreditor Agreement) on all present and afteracquired property, assets and undertaking of such Loan Party, subject only to the Permitted Encumbrances;
(b) a Guarantee from each Loan Party in favour of the Agent on behalf of itself and the Lender; and
(c) such other documents, agreements, instruments, undertakings and assurances as the Agent or the Lender’s Counsel may deem necessary or advisable in connection with, relating to or arising from or to give effect to or better assure the foregoing Loan Documents.

3.2 Addition of Subsidiaries

The Borrower will cause each new Subsidiary (other than an Excluded Subsidiary), within 10 Business Days of its formation or acquisition, to execute and deliver to the Agent and the Lender:

(a) a Guarantee in favour of the Agent, on behalf of itself and the Lender;
(b) a General Security Agreement in favour of the Agent, on behalf of itself and the Lender, creating a first charge on all of its present and after-acquired property, assets and undertaking, subject only to the Permitted Encumbrances; and
(c) such other documents, agreements, instruments, undertakings and assurances as the Lender or the Lender’s Counsel may deem necessary or advisable in connection with, relating to, arising from, to give effect to, or better assure such Loan Documents and to ensure that such Loan Documents constitute at all times valid, enforceable, and perfected first priority encumbrances (subject only to Permitted Encumbrances) on all of the present and after-acquired property, assets and undertaking of such Subsidiary.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Borrower’s Representations and Warranties

In order to induce the Agent and the Lender to enter into this Agreement, and to induce the Lender to make available and advance the Loan, the Borrower makes the following representations and warranties to the Agent and the Lender:

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(a) each Loan Party is a corporation duly incorporated or formed and validly existing under the laws of its jurisdiction of organization and is duly registered to carry on business in each jurisdiction where such registration is necessary;
(b) neither the execution nor the delivery of this Agreement or any of the Loan Documents by any Loan Party party thereto, nor the consummation by it of the transactions therein contemplated, nor the compliance by it with the terms, conditions and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of:
(i) its constating documents;
(ii) any Material Contract, or constitute a default thereunder, or result thereunder in the creation or imposition of any security interest, mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Borrower, other than Permitted Encumbrances;
(iii) any judgment, order, writ, injunction or decree of any court, relating to such Loan Party; or
(iv) any Applicable Law relating to such Loan Party, or its properties or assets;
(c) the entering into of this Agreement and all other Loan Documents by each Loan Party party thereto do not require any consent, approval or authorization of any other Person, other than Required Consents;
(d) each Loan Party holds in good standing all permits, licences, approvals, franchises, rights-of-way, easements and entitlements which they require, or is required by Applicable Law, to hold, own, lease, license or use the property used in the business carried on by it and to carry on such business, except to the extent it would not have a Material Adverse Effect;
(e) the most recent consolidated financial statements of the Borrower provided to the Agent fairly present the Borrower’s financial position as of the date thereof and its results of operations and cash flows for the fiscal period covered thereby, and since the date of such financial statements, there has not been any Material Adverse Effect;
(f) each Loan Party has good and marketable title to all of its property and assets, free and clear of any encumbrances, other than Permitted Encumbrances;
(g) each Loan Party and its business, operations, assets, equipment, property, leaseholds and other facilities is in compliance with all (i) Requirements of Environmental Laws (specifically including all Requirements of Environmental Law concerning the storage and handling of Hazardous Materials), and (ii) other Applicable Laws in all material respects;
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(h) no Loan Party in breach of any Material Contract to which it is party and, to the knowledge of the Borrower, the other party or parties to such Material Contracts is/are not in breach of their respective obligations thereunder;
(i) no Loan Party (i) is a bankrupt, (ii) is for any reason unable to meet its obligations as they generally become due, (iii) has ceased paying its current obligations as they generally become due, or (iv) is a Person whose aggregate property is not, at a fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process, would not be sufficient, to enable payment of all of its obligations, due and accruing due;
(j) each Loan Party has withheld from each payment to each of its officers, directors, employees, customers and other payees the proper and accurate amount of all taxes, Priority Accounts Payable and other amounts required to be withheld or collected and remitted in compliance with all Applicable Laws, and has paid the same to the proper taxation or other receiving authority in accordance with Applicable Law;
(k) the Loan Documents, to which each Loan Party is a party, are, or when executed and delivered to the Agent and the Lender shall be, legal, valid and binding obligations of such Loan Party, as the case may be, enforceable in accordance with their respective terms;
(l) other than as set out in Schedule 4.1(w ) , there are no actions, suits, counterclaims, proceedings, judgments, awards or orders pending or issued (including tax-related matters), or to the knowledge of the Borrower threatened, against any Loan Party in any court or before or by any arbitrator or governmental authority which, if determined adversely to such Loan Party, would expose such Loan Party to liability in excess of [redacted – dollar amount] ;
(m) the Borrower has disclosed to the Lender (i) all agreements, instruments and corporate, trust, partnership or other restrictions to which each Loan Party is subject, and (ii) all other matters known to it, that, in each case, individually or in the aggregate, could, by their existence or if breached by the Borrower, reasonably be expected to have a Material Adverse Effect;
(n) each Loan Party holds all permits, licenses, certificates and approvals from all governmental authorities which are required in connection with (i) air emissions; (ii) discharges to surface or groundwater; (iii) noise emissions; (iv) solid or liquid waste disposal; (v) the use, generation, storage, transportation or disposal of Hazardous Materials; and (vi) all other Requirements of Environmental Law;
(o) other than as set out in Schedule 4.1(w), to the knowledge of the Borrower there has been no emission, spill, release, or discharge into or upon (i) the air; (ii) soils, or any improvements located thereon; (iii) surface water or groundwater; or (iv) the sewer, septic system or waste treatment, storage or disposal system servicing any premises or facilities, of any Hazardous Materials at or from any property or assets owned, leased or licensed by a Loan Party, and there has been no complaint, order,
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directive, claim, citation, or notice from any governmental authority or any other Person with respect to (A) air emissions; (B) spills, releases, or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing any property or assets owned, leased or licensed by a Loan Party; (C) noise emissions; (D) solid or liquid waste disposal; (E) the use, generation, storage, transportation, or disposal of Hazardous Materials; or (F) other Requirements of Environmental Law affecting any property or assets owned, leased or licensed by a Loan Party;

(p) no Loan Party is in default of a material nature of (i) any Abandonment/Reclamation Order or (ii) other material directive that it has received from any applicable Energy Regulator;
(q) there are no legal or administrative proceedings, investigations or claims now threatened or pending, with respect to the presence on or under, or the discharge, emission, spill, radiation or disposal into or upon any property or assets owned, leased or licensed by a Loan Party, the atmosphere, or any watercourse or body of water, of any Hazardous Material; nor are there any material matters under discussion with any governmental authority relating thereto; and there is no factual basis for any such proceedings, investigations or claims;
(r) no Loan Party has material indebtedness, obligations or liabilities, absolute or contingent, matured or not matured, with respect to the storage, treatment, cleanup or disposal of any Hazardous Materials (including any such indebtedness, obligation, or liability under any Requirements of Environmental Law regarding such storage, treatment, cleanup or disposal);
(s) no Loan Party or any Subsidiary thereof (and no officer, director or employee of any such party) is in violation of any Anti-Terrorism Law nor has any such Person engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, nor has it attempted to violate, any of the prohibitions set forth in any Anti-Terrorism Law. No Loan Party or any Subsidiary thereof is any one of the following (each a “ Blocked Person ”):
(i) 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; or
(ii) a Person or entity who is affiliated with a Person or entity listed in (a) above; and

the Borrower and its Subsidiaries do not knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person;

(t) no Loan Party or any Subsidiary thereof, and no director, officer or employee of any such party, is a Sanctioned Person;
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(u) each Loan Party and each Subsidiary thereof has adopted written policies or codes of conduct intended to ensure compliance in all material respects by it and its directors, officers and employees with Anti-Corruption Laws and Sanctions applicable to such Persons;
(v) no part of the proceeds of the Loan will be knowingly used by any Loan Party (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation in any material respect of any Anti-Corruption Laws, (B) for the purpose of funding (including payments made to) or financing any activities, investments, business or transaction of or with any Person known to any Loan Party or any Subsidiary thereof to be a Sanctioned Person, or in any country known to any Loan Party or any Subsidiary thereof to be a Sanctioned Country where such Sanctions relate to the business activities of the Borrower or any of its Subsidiaries, or (C) in any manner that would result in the violation in any material respect of any Sanctions applicable to the Borrower or any of its Subsidiaries;
(w) as at the Amendment and Restatement Date, the Borrower has no Subsidiaries other than as set out in Schedule 4.1(w) and the jurisdictions of incorporation or creation, as applicable, the location of their respective businesses and assets and the trade names of each Loan Party used in such locations is set forth in Schedule 4.1(w). As at the Amendment and Restatement Date, the legal and beneficial owners of all of the issued and outstanding Voting Shares of each Loan Party (other than the Borrower) and each Excluded Subsidiary is as set out in Schedule 4.1(w);
(x) all information other than the Projections (the “ Information ”) that has been or will be made available to the Agent and the Lender by the Loan Parties or any of their respective advisors or representatives, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made;
(y) the Projections that have been or will be made available to the Agent and the Lender by the Loan Parties or any of their advisors or representatives have been or will be prepared in good faith based upon assumptions that are reasonable at the time made;
(z) none of the Loan Parties maintain, nor have any of the Loan Parties maintained, any Canadian Pension Plan;
(aa) 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;
(bb) 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 and gas properties at some future time without then or promptly thereafter receiving full payment for such delivery; and
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(cc) none of the representations and warranties made herein and no document furnished by or on behalf of the Borrower to the Agent and the Lender in connection with the transactions contemplated herein contain any untrue statement of a material fact or omit to state any material fact necessary to make any such statement or representation not misleading to the Agent or the Lender and there are no facts directly relating to the Loan Parties, not disclosed herein or otherwise disclosed in writing to the Agent which, if known to the Agent and the Lender, might reasonably be expected to deter the Agent and the Lender from completing the transactions contemplated in this Agreement.

ARTICLE 5 COVENANTS

5.1 Affirmative Covenants

The Borrower covenants with the Agent and the Lender that, while any Loan Amount and/or any interest thereon is outstanding, it will, and will cause each other Loan Party to, do and perform the following covenants:

(a) pay when due all amounts (whether principal, interest or other sums) owing by it hereunder and under the other Loan Documents from time to time;
(b) deliver to the Agent, for and on behalf of itself and the Lender, the Loan Documents, in all cases in form and substance satisfactory to the Lender in its sole discretion;
(c) use the proceeds of the Loan to refinance all of the indebtedness under the Original Loan Agreement;
(d) maintain its valid existence as a corporation and will maintain all licenses and authorizations required from regulatory or governmental authorities or agencies to permit it to carry on its business, use or operate its assets, or accept the transfer of any or all applicable wells, pipelines or facility licenses and approvals, including any licenses, registrations, certificates, permits and consents for the protection of the environment;
(e) maintain appropriate books of account and records relative to the operation of its business and financial condition;
(f) maintain and defend title to all of its property and assets, maintain, repair and keep in good working order and condition all of its property and assets and continuously carry on and conduct its business in a proper, efficient and businesslike manner, except to the extent it would not have a Material Adverse Effect;
(g) obtain and maintain Insurance, provide the Lender with evidence thereof upon request by the Lender, and promptly advise the Lender in writing of any significant loss or damage to any of its material property and assets;
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(h) permit the Agent, by its officers or authorized representatives during normal business hours and from time to time upon reasonable notice, to enter its premises and facilities and to inspect its plants, machinery, equipment, wells and other property and assets and their operation, and to examine and copy all of its relevant books of accounts and records;
(i) remit all taxes and Priority Accounts Payable when due, except those being contested in good faith, and, upon request, provide the Agent with such information and documentation in respect thereof as the Lender may reasonably require from time to time;
(j) comply with all (i) Requirements of Environmental Laws, and (ii) other Applicable Laws, except to the extent it would not have a Material Adverse Effect if such other Applicable Laws were not complied with;
(k) promptly advise the Lender in writing, giving reasonable details, of each event which has had, or is reasonably likely to have, a Material Adverse Effect;
(l) promptly advise the Lender in writing, giving reasonable details, of any Default or Event of Default;
(m) grant, or cause each or any Loan Party to grant, a fixed mortgage and charge to the Agent, for and on behalf of itself and the Lender, on any or all of its real property and petroleum and natural gas assets so designated by the Lender and shall promptly provide to the Lender all information reasonably requested by the Lender to assist it in that regard. The Borrower acknowledges that this undertaking constitutes present and continuing security in favour of the Agent, for and on behalf of itself and the Lender, and that the Agent, for and on behalf of itself and the Lender may file such caveats, security notices or other filings in regard thereto at any time and from time to time as the Lender may determine;
(n) make all governmental and regulatory filings promptly (including those required to preserve and keep in full force and effect its corporate existence);
(o) engage only in business of the same nature as now carried on by it; carry on and conduct its business in a proper, efficient and businesslike manner, in accordance with good business practices; take all reasonable action to obtain and maintain in full force and effect all rights, privileges, franchises, licenses and permits necessary or desirable in the conduct of its business, in each case except to the extent it would not have a Material Adverse Effect;
(p) promptly notify the Lender on becoming aware of any changes to the Applicable Laws where such changes would reasonably be expected to have a Material Adverse Effect and provide the Lender with copies of all notices, demands and correspondence alleging any breach or default by it of any Applicable Laws which would reasonably be expected to have a Material Adverse Effect;
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(q) promptly notify the Lender on becoming aware of the occurrence of any litigation, arbitration or other proceeding against or affecting the Loan Parties or any their respective property and assets, which could reasonably be expected to have a Material Adverse Effect and from time to time provide the Lender with all reasonable information requested by the Lender concerning the status thereof;
(r) provide the Lender with at least two Business Days prior written notice of any proposal or of any Notice of Intention to Make a Proposal to Creditors or of any intention to make a filing under the Companies’ Creditors Arrangement Act (Canada) or similar legislation for effecting a compromise of claims of creditors or under any legislation which provides for a stay of proceedings by creditors;
(s) enforce its written policies or codes of conduct intended to ensure compliance in all material respects by it and its directors, officers and employees with AntiCorruption Laws and Sanctions applicable to such Persons;
(t) promptly notify the Lender of any notices received from, or determinations made by, the Alberta Energy Regulator regarding its assets failing to meet or exceed the applicable liability management ratio(s) required by Applicable Laws;
(u) notify the Lender within ten (10) Business Days of the creation or acquisition of a new Subsidiary and cause such Subsidiary (other than an Excluded Subsidiary) to deliver to the Lender the Loan Documents pursuant to and in accordance with Section 3.2;
(v) use, and cause each other Loan Party to use, commercially reasonable efforts to pursue all available financial support of the Canadian government and any Governmental Authority thereunder, to the extent such Loan Party would meet the qualification criteria for such financial support;
(w) use commercially reasonable efforts to participate in, and comply with the requirements of, the Area-Based Closure Program;
(x) within 90 days after the Amendment and Restatement Date, deliver to the Lender evidence satisfactory to the Lender that each land charge registered against the Borrower at the Alberta Personal Property Registry as registration numbers [redacted – registration numbers] in favour of [redacted – names of secured parties] has been discharged or otherwise dealt with in a manner satisfactory to the Agent, acting reasonably, provided however if the Borrower is using reasonable commercial efforts to have such land charges discharged but it is not reasonably capable of discharging such land charges within such 90 day period, the Borrower shall have such additional time as is necessary, at the discretion of the Agent, acting reasonably, to discharge or otherwise deal with such land charges in a manner satisfactory to the Agent, acting reasonably;
(y) by no later than March 2, 2021, cause the Contingent FutEra Shares to be issued and held pursuant to the terms of the Contingent FutEra Shares Trust Agreement, which shall be in form and substance satisfactory to the Lender; and
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(z) the Borrower shall deliver the Contingent FutEra Shares to the Lender and release such shares from the escrow provisions of the Contingent FutEra Shares Trust Agreement on the earlier of: (i) the closing of the FutEra Financing, and (ii) any request therefor by the Lender; provided that if a Triggering Event occurs and the Additional Fee is added to the principal amount pursuant to Section 2.1(a), then the Lender will thereafter no longer have any rights to the Contingent FutEra Shares.

5.2 Negative Covenants

The Borrower covenants with the Agent and the Lender that while it is indebted or otherwise obligated (contingently or otherwise) to them, it will not, and will not permit any other Loan Party to, do any of the following, without the prior written consent of the Lender:

(a) create or permit to exist any encumbrance on any of its present or future property and assets, other than the Permitted Encumbrances;
(b) create, incur, assume or allow to exist any indebtedness other than:
(i) trade payables incurred in the ordinary course of business;
(ii) Priority Accounts Payable;
(iii) any indebtedness in respect of Purchase Money Security Interests which has not been consented to by the Lender in writing, in an amount not to exceed Cdn. $250,000 in the aggregate;
(iv) pursuant to the Arena Guarantee, provided such indebtedness is subject to the Arena Intercreditor Agreement;
(v) pursuant to any limited recourse Guarantee with recourse thereunder limited to the Equity Interests owned by a Loan Party in any Excluded Subsidiary;
(vi) any unsecured advances from affiliates which are postponed in all respects to the Loan; and
(vii) any indebtedness owing to the Lender;
(c) sell, lease or otherwise dispose of any material assets except (i) obsolete equipment, equipment no longer required in the business and equipment which is being replaced in the normal course of business, (ii) assets sold, leased or disposed of during a fiscal year having an aggregate fair market value not exceeding $250,000 for such fiscal year and (iii) the Permitted Dispositions;
(d) provide financial assistance (by means of a loan, guarantee or otherwise) to any Person (other than the Lender) other than in connection with indebtedness permitted under clause (b) above;
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(e) amalgamate, consolidate, or merge with or be arranged with any Person, nor enter into any partnership with any Person (other than another Loan Party);
(f) consent to, or facilitate a Change of Control;
(g) change its name, except upon 15 Business Days’ prior written notice to the Agent;
(h) acquire any assets in, or move or allow any of its assets to be moved to, a jurisdiction where the Agent has not registered or perfected a first priority security interest in such assets, except upon 10 Business Days’ prior written notice to the Lender;
(i) change in any material respect the nature of its business as presently conducted as of the Amendment and Restatement Date;
(j) allow any pollutant (including any pollutant now on, under or about such land) to be placed, handled, stored, disposed of or released on, under or about any of its lands unless done in the normal course of its business and then only as long as it complies with all Applicable Laws in placing, handling, storing, transporting, disposing of or otherwise dealing with such pollutants;
(k) amend, modify, supplement, assign or terminate or permit any amendment, modification, supplement, assignment or termination of any Material Contract to which it is party, where such action is reasonably likely to have a Material Adverse Effect;
(l) amend any of its constating documents or by-laws in a manner that would be prejudicial to the interest of the Agent or the Lender hereunder or under any of the Loan Documents;
(m) create or acquire any Subsidiary, except for in compliance with Section 5.1(u);
(n) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or engage in or conspire to engage in any transaction that attempts to violate, or evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in any Anti-Terrorism Law;
(o) directly or indirectly, purchase or otherwise acquire (by way of merger, amalgamation, acquisition, exchange or otherwise) any:
(i) Voting Shares or other ownership interest of any Person; or
(ii) assets or property, other than (A) acquisitions of assets or property required for the operation of the Borrower’s business in the normal course (which, for certainty, shall not include any oil and gas wells, facilities, or pipelines) and (B) if such acquisition would not result in (x) the Liability Management
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Rating of any Loan Party, on a pro forma basis after giving effect to such acquisition, being reduced or (y) the ARO from the non-producing assets of any of any Loan Party being increased,

in each case, without the prior written consent of the Lender;

(p) directly or indirectly, incur or make any capital expenditures in any Fiscal Quarter in excess of 110% of the budgeted amounts therefor as set forth in the most recently delivered Capital Expenditure Report; or
(q) acquire, make or permit to remain outstanding any Investments, or otherwise make any capital contributions to another Person, except: (i) Investments by the Loan Parties in other Loan Parties or in indebtedness of any other Loan Parties, (ii) related to the Permitted Dispositions, or (iii) in connection with any government funding received by the Borrower for the development and construction of the Swan Hills geothermal project.

5.3 Financial and Reporting Covenants

Unless the Lender provides their prior written consent:

(a) the Borrower shall promptly upon receipt, deliver to the Lender copies of any material notices received from any relevant Energy Regulator in any Material Jurisdiction relating to non-compliance by any Loan Party with applicable Requirements of Environmental Law, including any Abandonment/Reclamation Orders and any amendments, supplements or other modifications thereto (together with the estimated cost of compliance therewith), liability assessments, potential or designated problem site notices, requirement to post security deposits and operator insolvency notices, in each case, to the extent material to any Loan Party;
(b) the Borrower shall furnish to the Agent:
(i) within 120 days after the end of each of its fiscal years during the currency of this Agreement:
- (A) the audited financial statements for the Borrower for each such year prepared in accordance with GAAP on a consolidated basis;
- (B) the Adjusted Financial Statements;
- (C) an annual budget approved by the board of directors of the Borrower for the next succeeding fiscal year and in detail and scope acceptable to the Lender, acting reasonably; and
- (D) an Abandonment and Reclamation Report;
(ii) within 60 days after the end of each of its first 3 fiscal quarters during the currency of this Agreement, the unaudited financial statements for the
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Borrower, prepared in accordance with GAAP on a consolidated basis, and the unaudited Adjusted Financial Statements;

(iii) together with each delivery of financial statements required by 5.3(b)(i) and 5.3(b)(ii) above, a Compliance Certificate;
(iv) by not later than September 30 of each year, a semi-annual update to the most recently delivered Abandonment and Reclamation Report and details of any matters related to any material changes in the Borrower’s abandonment and reclamation policies;
(v) promptly upon transmission thereof to its shareholders or the posting thereof on SEDAR, copies of all financial statements not contemplated by (a) above, proxy statements, information circulars, directors’ circulars, notices and reports sent to the shareholders of the Borrower or posted on SEDAR from time to time;
(vi) within 10 days after the last day of each month:
- (A) an updated 13-Week Cash Flow Forecast; and
- (B) an updated Variance Report;
(vii) a report, in a form and substance satisfactory to the Lender (a “ Capital Expenditure Report ”) within 30 days after the last day of each month, which Capital Expenditure Report shall include any expenditure, whether payable in cash or other property or accrued as a liability, that, in conformity with GAAP would be required to be classified as a capital expenditure, together with variance analyses setting out actual capital expenditures for the most recently completed month as compared to that which was budgeted for such month in the most recent previously provided Annual Budget; and
(viii) prompt written notice of the occurrence of any default or event of default under the Arena Loan Agreement or related to the observance or performance of any obligation, covenant or condition to be observed or performed by any Excluded Subsidiary under any document governing the indebtedness of such Excluded Subsidiary;
(c) the Working Capital Ratio for the Borrower, as determined from the Adjusted Financial Statements of the Borrower from and after the fiscal quarter of the Borrower ending September 30, 2022, shall not be less than 1:1; and
(d) the Adjusted Net Debt to Adjusted Cash Flow Ratio for the Borrower, as determined by the financial statements of the Borrower for the fiscal years ending December 31, 2022 and December 31, 2023, shall not be greater than 5:1.
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ARTICLE 6 EVENTS OF DEFAULT

6.1 Events of Default

Without in any way derogating from the rights of the Agent and the Lender hereunder, each of the following events shall constitute an event of default (an “ Event of Default ”) under this Agreement:

(a) if the Borrower fails to pay any amount of principal payable under this Agreement when due and such default continues for 1 Business Day;
(b) if the Borrower fails to pay any interest, fee or other amount (other than any principal amount) when due and payable under this Agreement or any other Loan Document, and such default continues for 3 Business Days;
(c) if any of the representations or warranties given by (i) the Borrower in this Agreement, or (ii) any Loan Party in any other Loan Documents, is or shall become untrue and the Borrower fails to remedy, or cause the remedy of, such default within 10 days of the date such representation or warranty was made or deemed to have been made;
(d) if the Borrower defaults in the observance or performance of any covenant or condition in this Agreement, or if any Loan Party defaults in the observance or performance of any covenant or condition in the Loan Documents to which such Loan Party is a party, or any other agreement between the Agent or the Lender and any Loan Party, and such default continues for 10 days after notice of such default has been given by the Agent or the Lender to the Borrower, or, if such default is not curable within 10 days, the Lender is satisfied that the default is curable within a time period acceptable to Lender in its sole discretion and the Borrower is taking diligent steps, or causing diligent steps to be taken, to cause the default to be cured within such acceptable time period;
(e) if an order is made or a resolution is passed for the winding-up, dissolution or the liquidation of any Loan Party, or if any process is filed or other processes taken for the winding-up, dissolution, bankruptcy, compromise or consolidation of debt or liquidation of any Loan Party;
(f) if any Loan Party ceases to carry on its business, makes a bulk sale of its assets, commits any act of bankruptcy, becomes insolvent or goes into liquidation, makes a compromise or general assignment for the benefit of its creditors;
(g) if an execution or any other similar process of any court for an amount in excess of $150,000 becomes enforceable against any Loan Party or a distress or analogous process is levied upon any material part of the assets of any Loan Party;
(h) if any Loan Party commits an act of bankruptcy under the Bankruptcy and Insolvency Act (Canada) or institutes proceedings for its winding up, liquidation or
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dissolution, or takes action to become a voluntary bankrupt, or consents to the filing of a bankruptcy proceeding against it, or files a petition or other proceeding seeking reorganization, readjustment, arrangement, composition or similar relief under any law or consent to the filing of any such petition or other proceeding, or consent to the appointment of a monitor, receiver, liquidator, trustee or assignee in bankruptcy or insolvency of the whole or any material part of its property, or make an assignment for the benefit of creditors, or publicly announces or admits in writing its inability to pay its debts generally as they become due, or suspends or threatens to suspend transaction of all or any substantial part of its usual business, or any action is taken by any Loan Party in furtherance of any of the foregoing;

(i) if proceedings are instituted in any court of competent jurisdiction by any Person for the winding up, liquidation or dissolution of any Loan Party, or for any reorganization, readjustment, arrangement, composition or similar relief with respect to any Loan Party under any bankruptcy law or any other applicable insolvency law, or for the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of the whole or any material part of the property of such Loan Party, and at any time thereafter such proceeding is not contested by such Loan Party, or if any order sought in any such proceeding is granted and at any time thereafter such order is not either dismissed or effectively contested by such Loan Party and the effect thereof stayed;
(j) if any encumbrancer takes possession of all of its properties or assets or any material part thereof, as determined by the Lender; if any government, government agency, statutory claimant, creditor or any other party exercises any remedy against any material properties or assets of any Loan Party or gives notice to the Lender of an intention to exercise any remedy or take any steps against any material properties or assets of any Loan Party;
(k) if any Loan Party shall permit any sum in excess of $150,000 which has been admitted as due by any Loan Party and is not disputed to be due by them and which forms or is capable of being made a charge upon any of its properties or assets to remain unpaid for 10 Business Days after proceedings have been taken to enforce same;
(l) if any Loan Party, and/or any Person primarily liable or jointly and/or severally liable in the case of any contingent or joint and/or several obligation of any Loan Party, is in default under any term or provision of any agreement evidencing or securing indebtedness for borrowed money (other than this Agreement, but including, for certainty, the Arena Loan Agreement) and such breach or default remains unremedied after the expiry of any cure or grace period in respect thereof;
(m) if there exists for any period of 10 Business Days one or more judgments of a court of competent jurisdiction against any Loan Party for an aggregate amount exceeding $150,000 (or the equivalent amount in any other currency or currencies) which shall not have been satisfied in full (exclusive of any amount adequately
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covered by insurance and to which the insurance provider thereof has confirmed and acknowledged coverage);

(n) if there shall occur any event which has, or could reasonably be expected to have, a Material Adverse Effect;
(o) if there is a Change of Control;
(p) if any licences, registrations, permits or approvals required by any Applicable Laws or by any governmental agency or commission, including, without limitation, the Alberta Energy Regulator, for the operation by any Loan Party of their respective business, or the use of its or its Subsidiaries assets, shall be withdrawn, cancelled, denied, or are unable to be obtained by any Loan Party, as the case may be;
(q) if any Loan Party receives one or more Abandonment/Reclamation Orders from any applicable Energy Regulator and (i) the aggregate estimated cost of compliance with all such outstanding orders, together with the aggregate amount of all such security deposits (without duplication) determined at the time of receipt thereof by the applicable Loan Party, would exceed $2,500,000 (provided that, for the purpose of determining any such estimated cost, the Borrower shall provide the Lender with a reasonable and factually supportable estimate of such costs within 10 Business Days of its receipt of the applicable order together with all such other relevant information related to such estimate as may be reasonably required by any such Lender) and (ii) the applicable Loan Party has not complied with the terms of the applicable Abandonment/Reclamation Order(s) or the circumstances identified in such order(s) remain unrectified (as such order(s) may be amended, supplemented or otherwise modified by the issuing Energy Regulator) by any deadline date for compliance or rectification as set forth therein (as any such date may be extended as a result of any appeal period in respect thereof) (the “ Compliance Date ”), unless the Lender has received evidence satisfactory to it, in its sole discretion, (A) of such compliance or rectification on or before the Compliance Date, (B) that such order has been withdrawn by the applicable Energy Regulator on or before the Compliance Date; or
(r) if the Borrower fails to deliver a Compliance Certificate when due hereunder.

6.2 Remedies

Upon the occurrence of an Event of Default which is continuing, in addition to the rights and remedies given it by this Agreement and the Loan Documents and all those allowed by all Applicable Laws, the Agent and the Lender may, at their option, declare the Loan, interest, and any other sums due, owing or payable hereunder to be immediately due and payable, all without presentment, demand, protest, notice of dishonour or any other demand or notice whatsoever, all of which are expressly hereby waived by the Borrower. Thereafter, the Lender may take all such steps and exercise all such remedies as may be permitted hereunder or in the Loan Documents or by law or equity as it may deem necessary to protect and enforce its rights hereunder and to enforce and realize upon the Loan Documents and any other security held by the Lender. In doing so,

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neither the Agent nor the Lender shall be required to marshal its security in favour of payment of any other debt and shall be at liberty to realize its security without letters of any kind so long as it shall act reasonably save and except for such period of notice as may be reasonably necessary under the common law principle that a demand must be reasonable and a reasonable time given to meet it.

6.3 Remedies Cumulative

The rights and remedies of the Agent and the Lender under this Agreement are cumulative and are in addition to and not in substitution for any rights or remedies provided by law; and any single or partial exercise by the Agent or the Lender of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies, to which the Agent or the Lender may be lawfully entitled for the same default or breach and any waiver by the Agent or the Lender of the strict observance, performance or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted by the Agent or the Lender shall be of no effect unless given in writing and then shall only be effective for the specific instance given and shall not be deemed to be a waiver of any subsequent default. The Agent and the Lender may exercise all rights and remedies constituted by, or provided for in, the Loan Documents granted thereto pursuant to or incidental to this Agreement. The Agent and the Lender may, to the extent permitted by Applicable Law, bring suit at law, in equity or otherwise, for any available relief or purpose including but not limited to:

(a) the specific performance of or declaratory relief with respect to any covenant or agreement contained in this Agreement, the Loan Documents or in any document given pursuant to or incidental to any of them;
(b) an injunction against a violation of any of the terms thereof;
(c) any action in aid of the exercise of any power granted hereby or by law; or
(d) the recovery of judgment for any and all amounts due hereunder, or under the Loan Documents.

ARTICLE 7 MOST FAVOURED LENDER

7.1 If at any time after the date hereof, the Arena Loan Agreement includes: (a) any one or more covenants or events of default applicable to the Borrower that are not provided for in the Loan Documents taking into account the different relevant circumstance between the Arena Loan Agreement and the Loan Documents, or (b) any one or more covenants or events of default applicable to the Borrower that are more restrictive, taken as a whole, than the same or similar covenants or events of default provided in this Agreement or the other Loan Documents taking into account the different relevant circumstances between the Arena Loan Agreement and the Loan Documents, then: (i) such additional or more restrictive covenants or events of default shall upon notice from the Agent be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis , and no such provision may thereafter be waived, amended or modified under this Agreement except in
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accordance with Section 10.4, and (ii) the Loan Parties shall promptly, and in any event within 30 days after entering into any such additional or more restrictive covenants or events of default so advise the Agent in writing. Thereafter, upon the request of the parties hereto shall enter into an amendment to this Agreement evidencing the incorporation of such additional or more restrictive covenants or events of default, it being agreed that any failure to make such request or to enter into any such amendment shall in no way qualify or limit the incorporation by reference described in clause (i) of the immediately preceding sentence.

ARTICLE 8 INSURANCE

8.1 Covenant to Insure

(a) The Borrower covenants and agrees that it will, and will cause its Subsidiaries to, maintain or cause to be maintained with reputable insurers insurance of such types and in such coverage amounts as is customary for and would be maintained by a reasonable and prudent corporation engaged in the same or similar business, in similar locations, as that carried on by the Loan Parties (“ Insurance ”) and, provide to the Lender, on request, evidence of such coverage. The Borrower shall, prior to the expiry or replacement of any insurance policy, notify the Lender of the renewal or replacement and, at the Lender’s request, provide evidence of such renewal replacement. The Agent, for and on behalf of itself and the Lender shall be indicated in all insurance policies of the Loan Parties as first mortgagee and first loss payee in respect of property insurance and as an additional insured in respect of liability insurance, and all property insurance policies shall contain the Insurance Bureau of Canada’s standard mortgage clause or an alternative appropriate form of mortgage clause satisfactory to the Lender.
(b) If the Borrower defaults in (i) insuring its or its Subsidiaries’ real or personal property and assets as are required under this Article 8 to be insured, or (ii) delivering the certificates or policies of Insurance, in each case, the Lender may, at its option, immediately effect and pay the premiums for such Insurance and the Borrower shall reimburse the Lender for any premiums so paid with interest thereon at rate payable in respect of the Loan.
(c) In the event of loss under any of the Insurance, the Lender, at its option, may apply the insurance proceeds payable to the Lender, if any, on account of the principal sum and interest secured hereby or may apply the same to rebuilding, repairing and restoring the applicable real or personal property, or may apply the same partly for one purpose and partly for the other purpose.
(d) The Borrower agrees to deliver in writing to the Lender, from time to time, upon reasonable request by the Lender, all information relating to the Insurance and all monies payable to any Loan Party thereunder. The Lender shall be entitled, from time to time, to inspect any books, papers, documents or records evidencing or relating to such Insurance and make copies thereof.
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ARTICLE 9 SET-OFF AND INDEMNITY

9.1 Set-Off

In addition to and not in limitation of any rights now or hereafter granted under Applicable Law, if an Event of Default occurs and is continuing, the Lender is authorized at any time and from time to time to the fullest extent permitted by law without notice to any Loan Party or to any other Person, any notice being expressly waived thereby, to set off and to apply any and all indebtedness at any time owing by the Lender to or for the credit of or the account of such Loan Party against and on account of the obligations and liabilities of such Loan Party due and payable to the Lender under this Agreement, including all claims of any nature or description arising out of or connected with this Agreement, irrespective of whether or not the Lender has made any demand under this Agreement. Without any obligation or liability on its part, the Lender will attempt in good faith to advise the Borrower of the Lender’s exercise of any of its rights under this Section 9.1 but in no event shall failure to do so affect the legality, validity or existence of the exercise of such offset.

9.2 Indemnification

The Borrower agrees to:

(a) indemnify, be liable to, defend and hold harmless the Agent and the Lender and their respective Affiliates, shareholders, officers, directors, employees, advisors, agents, successors and assigns (each, an “ indemnified person ”) from and against any and all Claims, joint or several, that may be incurred by, asserted or awarded against, or to which any such indemnified person may become subject, arising out of or in connection with this Agreement, the other Loan Documents, the Loan, the advances under the Loan, the use of the proceeds thereof, the performance by any indemnified person of the services contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing (collectively, the “ indemnified matters ”), regardless of whether any Claim has been commenced or is merely pending or threatened, and regardless of whether or not any indemnified person is a party thereto and whether or not such Claim is initiated or brought by or on behalf of the Loan Parties, or any of their affiliates, except to the extent any such Claim results from the gross negligence, wilful misconduct or fraud of any indemnified person, and to reimburse each indemnified person upon demand for any legal expenses (on a solicitor-client full indemnity basis) or other expenses incurred in connection with investigating, preparing for or defending any of the foregoing; and
(b) reimburse the Agent, the Lender and any of their respective affiliates, successors and assigns, on demand, for all out-of-pocket expenses (including due diligence expenses, and legal expenses on a solicitor-client full indemnity basis) incurred in connection with the Loan and any related documentation (including this Agreement and the other Loan Documents) or the negotiation, preparation, administration, amendment, modification, waiver or enforcement thereof and, for certainty, in the case of both subsection (a) above and this subsection (b), whether this Agreement
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and Loan Documents are executed and delivered or not and whether the transactions contemplated hereby or thereby are consummated or not, and no indemnified person shall be liable for (i) any losses, claims, damages or liabilities arising from the use by unauthorized Persons of Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such unauthorized persons provided such indemnified person has taken due care to avoid such interception or (ii) any special, indirect, consequential or punitive damages in connection with any indemnified matters.

ARTICLE 10 GENERAL PROVISIONS

10.1 Notices

Any notice, demand, request, consent, waiver, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if served personally upon the party for whom it is intended, or transmitted by email or facsimile (if provided below), or (except in the case of an actual or pending disruption of postal service) mailed by registered mail, and in the case of:

(a) the Lender and/or the Agent, addressed to either at:

Alberta Investment Management Corporation 1600 – 10250 101 Street N.W. Edmonton, AB T5J 3P4

Attention: [redacted – name] Fax No.: [redacted – fax number] Email: [redacted – email address]

(b) the Borrower, addressed to it at:

Razor Energy Corp. Suite 800, 500-5th Ave. S.W. Calgary, AB T2P 3L5

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

Each party may, from time to time, change its address or stipulate another address from the address described above in the manner provided in this section. The date of receipt of any such notice, demand, request, consent, agreement or approval, if served personally, shall be deemed to be the date of delivery thereof, if transmitted by email or facsimile, the date of receipt shall be deemed to be the first Business Day after transmission, or if mailed as aforesaid, the date of receipt shall be deemed to be the fourth Business Day following the date of mailing. For the purposes hereof, personal service on the Borrower shall be effectually made by delivery to an officer, director or employee of the Borrower at its address set out above. If on the date of mailing or on or before the

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fourth Business Day thereafter, there is a general interruption in the operation of postal service in Canada which does or is likely to delay delivery by mail, to the extent possible the communications aforesaid shall be served personally or by email or facsimile transmission.

10.2 Liability Management Rating Changes

If:

(a) as a result of any change in any Applicable Laws, any applicable Energy Regulator ceases to use an Liability Management Rating as a means of determining whether a Person is in compliance with such regulator’s abandonment and reclamation policies, regulations and directives in any Material Jurisdiction of any Loan Party;
(b) the method of calculation of any such Liability Management Rating changes in any material respect in any Material Jurisdiction of any Loan Party; or
(c) if the threshold for which (i) license transfers of regulated properties shall be permitted under an Energy Regulator’s licensee liability regime in any Material Jurisdiction changes in any material respect or (ii) any security deposits will be required to be provided to the applicable Energy Regulator changes in any material respect,

then, in any such case, at the written request of the Agent or the Lender to the Borrower or of the Borrower to the Agent and the Lender, the Borrower and the Agent shall enter into good faith discussions with a view to determining a comparable rating system, calculation or threshold, as applicable, to replace the concept and use of Liability Management Rating as set forth herein, with the intent of having the respective positions of the Lender and the Borrower after such change conform as nearly as possible to their respective positions immediately prior to such change; provided that, until any such agreement is reached, the Liability Management Rating and all related calculations and thresholds hereunder shall continue to be calculated as if no such change had occurred. Upon the Borrower and the Lender agreeing on such a comparable rating system, calculation or threshold, as applicable, the parties hereto shall enter into documentation to amend the provisions hereof to give effect to such agreement and to make all other adjustments incidental thereto. The parties hereto agree that such amendment shall require the consent of the Lender.

10.3 Waiver

No consent or waiver, express or implied, by Lender to or of any breach or default by the Borrower in performance of its obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by it of its obligations hereunder. Failure on the part of the Lender to complain of any act or failure to act of the Borrower or to declare the Borrower in default, irrespective of how long such failure continues, shall not constitute a waiver by the Lender of its rights hereunder in such instance or in any subsequent instance.

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10.4 Amendments

This Agreement may not be modified or amended except with the written consent of the Lender and the Borrower.

10.5 Entire Agreement

This Agreement amends and restates the Original Loan Agreement, and together with all other Loan Documents and the documents required to be delivered hereunder, constitutes the entire agreement between the parties to this Agreement with respect to the Loan and the other matters contemplated herein as of the date of this Agreement, and supersedes the Original Loan Agreement and all prior negotiations and discussions, whether oral or written, with respect to the Loan. Nothing in this Agreement shall constitute a release or novation of any indebtedness outstanding under the Original Loan Agreement and all indebtedness outstanding under the Original Loan Agreement shall continue as indebtedness outstanding under this Agreement.

10.6 Assignment

(a) The Lender may assign, transfer, negotiate, pledge or otherwise hypothecate to any Affiliate of the Lender (an “ Assignee ”), in whole or in part, the Lender’s rights and interests in, to or under this Agreement, or any of them, and any amounts due or to become due hereunder or in connection herewith (the “ Assigned Rights ”) together with the security under Loan Documents securing the Assigned Rights, (provided that, if any Assignee exercises any of the Assigned Rights, such Assignee shall agree to assume and be subject to the obligations under of this Agreement and the Loan Documents, as applicable, relating to the Assigned Rights) and all rights and remedies of the Lender in connection with the Assigned Rights shall be enforceable by the Assignee against the Borrower as the same would have been by the Lender but for such assignment, transfer, negotiation, pledge or hypothecation and the Borrower shall not assert against any Assignee or otherwise, any claims or equities that the Borrower may have against the Lender to delay, diminish, extinguish or otherwise affect the amount and timeliness of payment to the Assignee or the performance by the Borrower of any of the Assigned Rights.
(b) The Borrower shall not assign any of its rights and obligations under this Agreement or the Loan Documents, or any of them, without the prior written consent of the Lender, which may be withheld by the Lender in its sole discretion.

10.7 No Merger

The taking of any judgment or judgments on any of the covenants herein contained or contained in any Loan Documents or the collection or realization of any security shall not operate as a merger or affect the Lender rights to interest at the rate and in the same manner as herein provided.

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10.8 No Agency, Joint Venture or Partnership

The Lender is not a partner, joint venturer, agent or representative of the Borrower and the Borrower is not a partner, joint venturer, agent or representative of the Lender for any purpose and the Borrower shall not hold itself out to any Person as such.

10.9 No Limitation

None of the obligations of the Borrower hereunder or under any of the Loan Documents shall be released or diminished in whole or in part because of any lack of capacity or authorization or any defect or error in or execution of this Agreement or any Loan Documents or any other matter or thing whatsoever.

10.10 Rights, Powers and Remedies

Each right, power and remedy of the Lender provided for herein, in the Loan Documents or available at law or in equity or in any other agreement shall be separate and in addition to every other such right, power and remedy. Any one or more and/or any combination of such rights, remedies and powers may be exercised by the Lender from time to time and no such exercise shall exhaust the rights, remedies or powers of the Lender or preclude the Lender from exercising any one or more of any such rights, remedies and powers or any combination thereof from time to time thereafter or simultaneously.

10.11 Survival

All covenants, undertakings, agreements, representations and warranties made by the Borrower in this Agreement and the Loan Documents shall survive the execution and delivery of this Agreement, the Loan Documents and any advances of the Loan made by the Lender pursuant to this Agreement and any of the Loan Documents, and shall continue in full force and effect until the Loan Amount and all other amounts payable by the Borrower to the Lender under this Agreement and the Loan Documents are paid in full. All representations and warranties made by the Borrower in writing shall be deemed to have been relied upon by the Lender.

10.12 Conflict

If a conflict or inconsistency exists between provisions of any the Loan Documents and the provisions of this Agreement, the provisions of this Agreement shall prevail to the extent necessary to remove such conflict. If there is a representation, warranty, covenant, agreement or event of default contained in any Loan Document which is not contained herein, or vice versa, such additional provision shall not constitute a conflict but shall be valid and enforceable in accordance with its terms.

10.13 Severability

If any provision of this Agreement or any Loan Document shall be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall attach only to such provision and shall not affect any or all other provisions of this Agreement or any Loan Documents and where necessary, shall be construed as if such invalid, illegal or unenforceable provision had never

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been contained therein; provided, however, that such provision shall not be by reason thereof be invalid, illegal or unenforceable in any other jurisdiction in which no such impediment exists.

10.14 Successors and Assigns

Subject to Section 10.6 hereof, this Agreement and each of the covenants, warranties and representations herein contained or in any certificates delivered in connection herewith by the Borrower shall enure to the benefit of and be binding upon the Lender and the Borrower and their respective successors and assigns.

10.15 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein and the courts of the Province of Alberta shall have non-exclusive jurisdiction to determine any matter, dispute or cause arising hereunder.

10.16 Time of Essence

Time is of the essence of this Agreement and shall continue to be of the essence.

10.17 Headings and Interpretation

The insertion in this Agreement of headings is for convenience of reference only and shall not affect the construction, meaning, intent or interpretation of any provision.

10.18 Number and Gender

All nouns and personal pronouns relating thereto shall be read and construed as the number and gender may require and the verb shall be read and construed as agreeing with the noun and pronoun.

10.19 Counterparts

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party hereto may execute this Agreement by signing any counterpart. The words “execution”, “execute”, “executed”, “signed”, “signature” and words of like import in this Agreement or in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby, shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, in accordance with applicable law including, without limitation, as in provided Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Transactions Act (Alberta), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada. The Lender may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to

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request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.

10.20 Currency

All dollar amounts referred to herein are expressed in Canadian funds.

10.21 Registrations

Neither the preparation, execution nor the registration of this Agreement, or any Loan Documents, nor any filing or registration with respect thereto, shall bind the Agent or the Lender to make an advance of the Loan unless and until each of the terms, conditions and provisions contained herein have been satisfied and performed by the Borrower to the full satisfaction of the Lender.

10.22 Terms of Agreement

Save for the representations, warranties, covenants and indemnity of the Borrower hereunder or contained in the Loan Documents, or delivered hereunder, or implied by law, this Agreement remains in full force and effect until payment in full to the Agent and the Lender of all amounts payable hereunder and the Loan Documents.

10.23 Amendment and Restatement

This Agreement is an amendment and restatement of the Original Loan Agreement and not a novation of the Original Loan Agreement. For greater certainty, all indebtedness under the Original Loan Agreement that remains outstanding on the Amendment and Restatement Date shall constitute indebtedness hereunder, governed by the terms hereof, and shall continue to be secured by the security granted under the Original Loan Agreement for the benefit of the Agent and the Lender. Such indebtedness shall be continuing in all respects, and this Agreement shall not be deemed to evidence or result in a novation of such indebtedness. This Agreement reflects amendments to the Original Loan Agreement and has been restated solely for the purposes of reflecting amendments to the Original Loan Agreement which the Lender, the Agent and the Borrower have agreed upon. All references to the “Loan Agreement”, “Amended and Restated Loan Agreement” or similar references contained in the documents delivered prior to the effectiveness of this Agreement in connection with or under the Original Loan Agreement shall be references to this Agreement without further amendment to those documents. The Borrower confirms that each of the foregoing documents, including without limitation any delivered under the Original Loan Agreement, remains in full force and effect.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the parties executed this Agreement.

LENDER:

ALBERTA INVESTMENT MANAGEMENT CORPORATION

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

AGENT:

ALBERTA INVESTMENT MANAGEMENT CORPORATION

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

BORROWER: