Spartan Delta Corp.

Redacted Version

(“ Vendor ”)

- and -

CRESCENT POINT RESOURCES PARTNERSHIP

(“ Purchaser ”)

ASSET SALE AGREEMENT

Montney Area, Alberta DATE: March 27, 2023

ARTICLE 1 INTERPRETATION

1.1	Definitions ............................................................................................................................ 1
1.2	Schedules .......................................................................................................................... 19
1.3	Interpretation of Schedules ............................................................................................... 20
1.4	References and Interpretation........................................................................................... 20
1.5	Interpretation if Closing Does Not Occur .......................................................................... 21
1.6	Conflicts ............................................................................................................................. 21
1.7	Exclusion of Assets ........................................................................................................... 21
1.8	Vendor’s Knowledge ......................................................................................................... 22

ARTICLE 2

SALE OF ASSETS AND RELATED MATTERS

	ARTICLE 2 SALE OF ASSETS AND RELATED MATTERS
2.1	Sale of Assets ................................................................................................................... 22
2.2	Deposit and Damages ....................................................................................................... 22
2.3	Payment of Purchase Price ............................................................................................... 24
2.4	Allocation ........................................................................................................................... 24
2.5	Whitemap Area .................................................................................................................. 24
2.6	Assumption of Certain Liabilities ....................................................................................... 24
2.7	Transfer Taxes .................................................................................................................. 25
2.8	Interest ............................................................................................................................... 26

ARTICLE 3 PURCHASE PRICE ADJUSTMENTS

	ARTICLE 3 PURCHASE PRICE ADJUSTMENTS
3.1	Adjustments ....................................................................................................................... 26
3.2	Interim Statement of Adjustments ..................................................................................... 27
3.3	Final Statement of Adjustments ........................................................................................ 28
3.4	Ongoing Adjustments ........................................................................................................ 29
	ARTICLE 4
	CLOSING
4.1	The Closing ....................................................................................................................... 29
4.2	Transfer of Possession, Ownership and Risk ................................................................... 29
4.3	Deliveries at Closing.......................................................................................................... 30
4.4	Seismic Data ..................................................................................................................... 31
4.5	Delivery of Documents ...................................................................................................... 31
4.6	Access to Records ............................................................................................................ 31
4.7	Specific Conveyances ....................................................................................................... 32
4.8	Electronic Signatures ........................................................................................................ 34
4.9	Transfer of Pipeline Licenses ............................................................................................ 34
4.10	Rented or Leased Tangible Equipment ............................................................................ 35
4.11	NGTL AFSs ....................................................................................................................... 35

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1	Representations and Warranties of Vendor ...................................................................... 35
5.2	Limitation of Representations and Warranties .................................................................. 45
5.3	Representations and Warranties of Purchaser ................................................................. 46

( i )

ARTICLE 6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

	ARTICLE 6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
6.1	Survival of Representations and Warranties .................................................................... 48
6.2	No Merger .......................................................................................................................... 48
	ARTICLE 7
	MAINTENANCE OF BUSINESS AND OTHER COVENANTS
7.1	Operations ......................................................................................................................... 48
7.2	Administration of Assets .................................................................................................... 51
7.3	Material Commitments ...................................................................................................... 51
7.4	Post-Closing Obligations ................................................................................................... 52
7.5	Indemnity ........................................................................................................................... 54
7.6	Indication of Ownership/Operatorship ............................................................................... 54
7.7	Costs ................................................................................................................................. 54
7.8	Net Billing .......................................................................................................................... 54
7.9	Land Data Extract .............................................................................................................. 54
7.10	Accounting Data Extract .................................................................................................... 55
7.11	Vendor’s Additional Covenants ......................................................................................... 57
7.12	ESTMA .............................................................................................................................. 57
7.13	Tax Matters........................................................................................................................ 57
7.14	Gold Creek Reorganization ............................................................................................... 58
7.15	Applicable Securities Laws Requirements ........................................................................ 58

ARTICLE 8 EMPLOYEES, CONTRACTORS

	ARTICLE 8 EMPLOYEES, CONTRACTORS
8.1	Employees ......................................................................................................................... 59
8.2	Employee Obligations ....................................................................................................... 59
8.3	Independent Contractors ................................................................................................... 59

ARTICLE 9 PRIVACY

	ARTICLE 9 PRIVACY
9.1	Communications with Employees ..................................................................................... 59
9.2	Privacy Obligations ............................................................................................................ 59
	ARTICLE 10
	CONDITIONS OF CLOSING
10.1	Vendor’s Conditions .......................................................................................................... 61
10.2	Purchaser’s Conditions ..................................................................................................... 62
10.3	Efforts to Fulfill Conditions ................................................................................................ 63
10.4	Termination........................................................................................................................ 63

ARTICLE 11

COMPETITION ACT APPROVAL

11.1	Competition Act Notification .............................................................................................. 64
	ARTICLE 12
	CONSENTS AND RIGHTS OF FIRST REFUSAL
12.1	Notice ................................................................................................................................ 65
12.2	Valuation ............................................................................................................................ 65

( ii )

12.3	Amendments to Assets ..................................................................................................... 65
12.4	Right of First Refusal Sale Terminated ............................................................................. 66
12.5	Purchaser Indemnity ......................................................................................................... 66
12.6	Unexercised Rights of First Refusal at Closing ................................................................ 66
	ARTICLE 13
	DAMAGE TO ASSETS
13.1	Damage to Assets ............................................................................................................. 67
	ARTICLE 14
	DISPUTE RESOLUTION
14.1	Arbitration Proceedings ..................................................................................................... 68
14.2	Injunctive Relief ................................................................................................................. 68
	ARTICLE 15
	PROJECTIONS
15.1	Projections ......................................................................................................................... 69
	ARTICLE 16
	INDEMNITY
16.1	Indemnity by Vendor ......................................................................................................... 69
16.2	Indemnity by Purchaser .................................................................................................... 70
16.3	Purchaser General Indemnity ........................................................................................... 70
16.4	Environmental Indemnity ................................................................................................... 70
16.5	No Merger .......................................................................................................................... 71
16.6	Carriage of Litigation ......................................................................................................... 71
16.7	Limit on Responsibility ...................................................................................................... 71
16.8	Consequential Damages ................................................................................................... 73
16.9	Limitation on Remedies ..................................................................................................... 73
16.10	Assumption ........................................................................................................................ 73
16.11	Indemnity for Personal Information ................................................................................... 73
16.12	Acknowledgement ............................................................................................................. 74
16.13	Adjustments to Purchase Price ......................................................................................... 74
	ARTICLE 17
	PROPRIETARY INFORMATION AND TECHNOLOGY
17.1	Proprietary Information ...................................................................................................... 74
17.2	Return of Proprietary Information ...................................................................................... 74
17.3	Confidentiality Agreement ................................................................................................. 74
17.4	Technology ........................................................................................................................ 74
	ARTICLE 18
	MISCELLANEOUS
18.1	Partial Invalidity ................................................................................................................. 75
18.2	Counterparts ...................................................................................................................... 75
18.3	Notice ................................................................................................................................ 75
18.4	Further Assurances ........................................................................................................... 76
18.5	Amendments and Waivers ................................................................................................ 76
18.6	Expenses ........................................................................................................................... 76

( iii )

18.7	Assignment ........................................................................................................................ 76
18.8	Publicity ............................................................................................................................. 77
18.9	Entire Agreement .............................................................................................................. 77
18.10	Subrogation ....................................................................................................................... 77
18.11	Governing Law .................................................................................................................. 77
18.12	Time is of Essence ............................................................................................................ 77
18.13	Remedies Cumulative ....................................................................................................... 77
18.14	Limitations Act ................................................................................................................... 78
18.15	No Merger .......................................................................................................................... 78

( iv )

ASSET SALE AGREEMENT

MONTNEY AREA, ALBERTA

THIS AGREEMENT made as of the 27th day of March, 2023

BETWEEN:

SPARTAN DELTA CORP. , a corporation incorporated in the Province of Alberta and having an office in the City of Calgary, in the Province of Alberta (“ Vendor ”)

and -

CRESCENT POINT RESOURCES PARTNERSHIP , a general partnership formed in the Province of Alberta and having an office in the City of Calgary, in the Province of Alberta (“ Purchaser ”)

WHEREAS Vendor has agreed to sell the Assets to Purchaser and Purchaser has agreed to purchase the Assets from Vendor on the terms and conditions set forth herein;

AND WHEREAS the Vendor Executives have entered into Area of Exclusion and Non-Competition Agreements with Purchaser;

NOW THEREFORE in consideration of the premises and the mutual covenants and warranties herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals and the Schedules, the following terms have the following meanings:

“ Abandonment and Reclamation Obligations ” means all obligations under equity, common law, the Title and Operating Documents and the Regulations to:

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abandon the Wells, together with the restoration, remediation and reclamation of the subsurface and surface sites thereof and any other lands now or previously used to gain access thereto;

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decommission and remove the Tangibles, including associated foundations and structures, together with the restoration, remediation and reclamation of the subsurface and surface sites, Lands or lands pooled or unitized therewith, on or in which any of the Tangibles are or were located and any other lands used to gain access thereto; and close, decommission, dismantle and remove the Tangibles, including associated buildings, foundations and structures; and

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restore, remediate and reclaim the surface or subsurface of any lands, other than those lands described in paragraphs (a) and (b), and specifically relating to lands used or previously used to gain access to the Assets or assets or property previously owned by Vendor in the Whitemap Area (to the extent Vendor maintains any liability for

restoring, remediating and reclaiming such lands), including the lands to which the Surface Rights relate;

all in compliance with generally accepted oil and gas industry practices in Canada and in compliance with the Regulations, including such obligations relating to such wells, pipelines and facilities and other tangible depreciable property that were abandoned, removed or decommissioned prior to the Effective Time;

“ Accounting Data Extract ” means the transfer to Purchaser of a copy of the accounting records of Vendor and the Gold Creek Partnerships associated with the Title and Operating Documents taken from their databases subject to and in accordance with Section 7.10;

“ Accounting Firm ” means a nationally or internationally recognized firm of chartered accountants as may be mutually selected by the Parties;

“ Accounting Project ” has the meaning set forth in Section 7.10(a);

“ ADRIC Rules ” has the meaning set forth in Section 14.1;

“ AER ” means the Alberta Energy Regulator;

“ AFEs ” means authorizations for expenditure, mail ballots, cash calls or other similar approvals issued pursuant to the Title and Operating Documents, or raised as a consequence of work required to be performed under the Regulations, including without limitation those set out in Schedule H;

“ Affiliate ” means, with respect to any Person, any other Person or group of Persons acting in concert, that directly or indirectly controls, is controlled by or is under common control with such Person. The term “control” as used in the preceding sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person whether through ownership of more than fifty percent (50%) of the voting securities of such Person, by contract or otherwise; for greater certainty, each of the Gold Creek Partnership Entities will be Affiliates of Vendor prior to Closing and Affiliates of Purchaser after Closing;

“ Agreement ” means this asset sale agreement between Vendor and Purchaser;

“ Applicable Securities Laws ” means, collectively, and as the context may require, the securities legislation of each of the provinces and territories of Canada and the rules, Regulations and policies published and/or promulgated thereunder, including the rules and policies of the Toronto Stock Exchange and, as applicable, the New York Stock Exchange, in each case as such may be amended from time to time prior to the Closing Date;

“ Arbitrator ” has the meaning set forth in Section 3.3(d);

“ Area of Exclusion and Non-Competition Agreements ” means [ definition redacted ];

“ Assets ” means the entire right, title and interest (whether direct or indirect and whether absolute or contingent, legal or beneficial or mixed) of Vendor in and to the Petroleum Interests (including the interests described in Schedule A), Tangibles, the Miscellaneous Interests and the Inception Shares, but excluding in all cases, the Excluded Assets;

“ Benefit Plans ” means, any registered pension (defined benefit or defined contribution), supplemental pension, investment and/or savings plan (including registered and nonregistered), long-term incentive and/or equity based compensation (including, without limitation, share purchase, share appreciation, stock option, phantom option, performance share unit, restricted share unit, deferred share unit, or any similar related incentive, and any other equity-based compensation whether payable in cash, securities, or otherwise), employee stock purchase, health and welfare benefits including any post-retirement benefits (medical, dental, vision care, drug or other), life, accidental death and dismemberment, health spending accounts, or other insurance, short-term or long-term disability benefits and/or insurance and all other employee compensation or benefit plans, arrangements or agreements, whether oral or written, formal or informal, funded or unfunded, including all policies with respect to supplemental unemployment benefit, salary continuation, sick leave, severance or termination pay, personal time off with pay (including personal time off days and/or flex days), short-term incentive, bonus, premiums, allowances or other reward, compensation, or any other similar plans, arrangements, or practices whatsoever that are administered, maintained, sponsored or contributed to, or required to be contributed to, by Vendor, or its Affiliates, (as applicable), excluding any public or government sponsored plan;

[ Defined term redacted ];

“ Business Day ” means a day other than Saturday, Sunday or a statutory holiday in Calgary, Alberta;

“ Capital Budget ” means the capital budget of Vendor as set out in Schedule K;

“ Claim ” means any claim, action, lawsuit, demand, complaint, proceeding, notice of noncompliance or violation, grievance, indictment, allegation of legal wrongdoing, order or direction, arbitration or governmental investigation, assessment for Taxes or other amounts owed, action or cause or right of action, and includes any proceeding relating to any of the foregoing by or before any Governmental Authority;

“ Claims Threshold ” has the meaning set forth in Section 16.7(a)(i);

“ Closing ” means the transfer of the Assets, the payment of the Purchase Price pursuant to Section 2.3, and the delivery of all documents required to be delivered at the Closing Time, all as provided for in this Agreement;

“ Closing Date ” means the date that is the later of:

(a) May 10, 2023; and
(b) the third (3[rd] ) Business Day following the day on which the conditions set out in Section 10.1(c) and Section 10.2(c) have been satisfied, or such other date as may be agreed upon in writing by Vendor and Purchaser;

“ Closing Time ” means 10:00 am (Calgary time) on the Closing Date or such other time as may be agreed upon in writing by Vendor and Purchaser;

“ Commissioner ” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act or his or her designee;

“ Competition Act ” means the Competition Act (Canada) RSC, 1985, c. C-34;

“ Competition Act Approval ” shall mean, in respect of the Transaction, any of the following has occurred:

(a) the issuance of an advance ruling certificate by the Commissioner under section 102(1) of the Competition Act; or
(b) either (i) the applicable waiting period under section 123 of the Competition Act shall have expired or shall have been terminated in accordance with of the Competition Act, or (ii) the obligation to submit a notification under Part IX of the Competition Act shall have been waived pursuant to paragraph 113(c) of the Competition Act; and in the case of either (i) or (ii) the Commissioner shall have advised in writing that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the Transaction and such advice has not been rescinded or amended prior to Closing;

“ Confidentiality Agreement ” means the Confidentiality Agreement dated December 12, 2022 between Vendor and Purchaser in connection with the purchase of the Assets by Purchaser from Vendor;

“ Consequential Damages ” means any consequential, incidental, special, exemplary, or indirect losses or damages, costs or deferred profits or revenues, loss of business opportunity, lost profits, losses based on loss of use or other business interruption losses and damages, whether based on contract, tort, strict liability or otherwise and whether or not arising from a Party’s sole, joint or concurrent negligence, strict liability or other fault;

[ Defined term redacted ];

“ CPEC ” means Crescent Point Energy Corp.;

“ Data Room ” means collectively:

(a) any physical data room prepared by Vendor;
(b) the virtual data room administered by Firmex in connection with the Transaction;
(c) all information contained in the seismic workstation provided by Vendor; and
(d) all written responses provided by National Bank of Canada on Vendor’s behalf to Purchaser’s questions submitted through the online portal in the virtual data room administered by Firmex in connection with the Transaction;

but only to the extent the files made available in the physical data room were listed in, the virtual data room was downloaded to, the information contained in the seismic workstation was described in, and the information in response to Purchaser’s questions was set out in, a USB drive or other data storage device as of March 25, 2023 and delivered to Purchaser prior to the date hereof;

“ Deposit ” has the meaning set forth in Section 2.2(a);

“ Deposit Escrow Agreement ” means the deposit escrow agreement to be dated March 28, 2023 between the Parties and Purchaser’s Counsel respecting the Deposit;

[ Defined term redacted ]

“ Disclosed Information ” means collectively all data, information, records and other materials provided in the Data Room or as contained in a Schedule to this Agreement;

“ Effective Time ” means 8:00 am (Calgary time) on the 1[st] day of May 2023;

“ Electronic Signatures ” has the meant set forth in Section 4.8;

[ Defined term redacted ];

[ Defined term redacted ];
[ Defined term redacted ];

“ Employees ” means [ definition redacted ];

“ Encumbrance Discharge ” means, with respect to any registered mortgages, charges, pledges, liens, hypothecs, assignments by way or in effect as security, or other security interests affecting all or any portion of the Assets which is not a Permitted Encumbrance, one or more registrable discharges executed by the holder of such registered encumbrance which results in the discharge thereof, provided that a letter of no interest executed by the holder of such registered encumbrance or its successor wherein the holder or such successor acknowledges it has no interest in the subject Assets shall be deemed to be an Encumbrance Discharge;

“ Environment ” means the atmosphere, the surface and subsurface of the earth, groundwater and surface water and plants and animals and “ Environmental ” means pertaining to the Environment;

“ Environmental Liabilities ” means all Losses and Liabilities and/or Claims in respect of the Environment, environmental damage or contamination located within, upon or under the Lands in each case resulting from operations conducted on the Lands with respect to the Assets, whether or not caused by a breach of the Regulations and howsoever and by whomsoever caused, including such Losses and Liabilities related to:

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the manufacture, construction, processing, distribution, use, holding, collection, accumulation, generation, treatment, stabilization, storage, disposal, handling or transportation of Hazardous Substances, Petroleum Substances, oilfield wastes or produced water;

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any seismic programs conducted on or in respect of the Lands, or any lands pooled or unitized therewith;

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compliance with or the consequences of any non-compliance with, or violation or breach of past, present and future Regulations relating to the Environment or the protection thereof and Regulations related to employee and public health and safety matters;

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Abandonment and Reclamation Obligations;

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releases of Hazardous Substances, Petroleum Substances, oilfield wastes, produced water or other substances;

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sampling, assessment and monitoring of the Environment;

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the removal, assessment, monitoring, sampling, response, abatement, clean-up, investigation and reporting of contamination or pollution of or other adverse effects on the Environment, including compensation of Third Parties for Losses and Liabilities suffered by them in respect thereof; or

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the protection, reclamation, remediation or restoration of the Environment, including related human health and safety,

in each case to the extent relating to the Assets;

“ ES Conveyance Documents ” has the meaning set forth in Section 4.8;

“ ESTMA ” means the Extractive Sector Transparency Measures Act (Canada) RSC 2014, c. 39, s.376, as amended and any regulations made thereunder;

“ Excluded Assets ” means:

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the lands and formations that are excluded from the Whitemap Area as outlined in blue on the map attached as Schedule D, including the Petroleum Substances within, upon or under those lands (collectively, the “ Excluded Lands ”), together with all tangibles, permits, licenses, rights, documents, records, data , seismic data and wells to the extent pertaining directly to such Excluded Lands;

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those items that are specifically excluded from Miscellaneous Interests;

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road use agreements (or similar arrangements) entitling Vendor or any Affiliate thereof to use roads owned by one or more Third Parties, if such agreements or arrangements are not assignable in accordance with their terms or may now or in the future relate to roads serving properties in addition to the Assets;

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any segment of a pipeline outside the Lands notwithstanding such pipeline may be connected to a pipeline within the Lands;

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any seismic data that isn’t Seismic Data;

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Vendor’s proprietary pricing or Vendor’s interpretations, forecasts or evaluations, including economic and pricing forecasts or evaluations;

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Vendor’s tax and financial records, except for: (i) tax and financial records of the Gold Creek Partnership Entities; (ii) Crown royalty statements in respect of the Leases or any other records necessary to confirm the payment by Vendor of lessor royalties pursuant to any Leases; and (iii) financial records and information to the extent directly related to the Assets or operations related thereto in Vendor’s possession covering the period of three (3) years prior to Closing;

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Vendor’s technical interpretations of the Seismic Data;

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custom software applications or any related integrations;

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deposits, prepaid amounts and other security and financial assurances provided by Vendor to Governmental Authorities or other Third Parties in respect of the Assets, the

operation thereof, Petroleum Substances produced therefrom or allocated thereto or services provided in connection therewith including any security related to Permits, including well, facility and pipeline licenses, but notwithstanding the foregoing any deposits, prepaid amounts or other security or financial assurances shall not be returned to Vendor to the extent relating to goods, services, activities or operations provided or performed on or prior to the Effective Time except for any deposits made by or on behalf of Vendor to the AER, which Vendor shall be entitled to have returned to it by such Third Party or Governmental Authority;

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emission offsets, performance credits, or other similar statutory or regulatory instruments that may exist in future accrued or accruing to the benefit of Vendor, or that Vendor has or would have had the right to obtain, claim, create, verify, monetize or serialize prior to the Effective Time, whether or not they have been obtained, claimed, created, verified, monetized or serialized or otherwise realized by Vendor, arising from Vendor’s interest in, ownership of, or operation of the Assets prior to the Effective Time;

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Petroleum Substances produced from the Lands beyond the wellhead at the Effective Time, including Petroleum Substances in the course of production or transportation or in tanks or storage (which, for certainty do not comprise part of the Assets), provided that linefill, inventory in tanks and tank bottoms and sludge at the bottom of storage tanks do comprise part of the Assets;

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legal opinions and all other documents prepared by or on behalf of Vendor in contemplation of this Transaction or litigation and any other documents within the possession of Vendor which are subject to solicitor-client privilege under the laws of the Province of Alberta or any other jurisdiction and which, if same relate to the Assets, Vendor has provided written notice of to Purchaser, except with respect to those matters, if any, in respect of which Purchaser is assuming responsibility for and indemnifying Vendor;

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all tangible property located within, upon or in Vendor’s corporate yards outside the Whitemap Area or Vendor’s supplier’s yards, except to the extent such tangibles were acquired for or are intended for use in connection with the Assets or such tangibles were acquired for a joint account relating to the Assets;

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Vendor’s proprietary and confidential policies, manuals and technical information to the extent not used in the operation of the Assets;

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Vendor’s emergency response plans and ancillary documentation thereto;

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Vendor’s supply and procurement agreements, unless otherwise agreed to by the Parties;

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personal computer equipment (PCs or laptops), hand or power tools;

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any Assets in respect of which a Third Party has elected to exercise its Right of First Refusal in accordance with Article 12; and

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those items and/or interests in the manner described in Schedule Q;

“ Facilities ” means all tangible depreciable property and assets comprising the facilities set forth in Schedule E;

“ Field Office ” means the Vendor’s filed office located in Grand Prairie, Alberta;

“Final Statement of Adjustments” has the meaning set forth in Section 3.3(a);

“ General Conveyance ” means the form of document attached as Schedule J;

“ Gold Creek Partnership Entities ” means, collectively, Inception and the Gold Creek Partnerships, and “ Gold Creek Partnership Entity ” means any one of them;

“ Gold Creek Partnerships ” means, collectively, Gold Creek Drilling Fund #1 Limited Partnership, Gold Creek Drilling Fund #2 Limited Partnership, and Gold Creek Drilling Fund #3 Limited Partnership, each being a limited partnership formed under the laws of the Province of Alberta, and “ Gold Creek Partnership ” means any one of them;

“ Gold Creek Partnerships Assets ” means the working interests in the lands and wells set out in Schedule O;

“ Gold Creek Reorganization ” means [ definition redacted ], all as more specifically described in Schedule M;

[ Defined term redacted ];

“ Governmental Authority ” means any governmental, regulatory or administrative authority, department, agency, commission, board, bureau, branch, official, panel or tribunal of any nature (both domestic and foreign), any Crown corporation, any court or private arbitrator or arbitral tribunal and any other Person exercising or entitled to exercise any legislative, judicial, quasi-judicial, administrative, executive, investigative, regulatory, licensing or Tax Authority or power, having jurisdiction or power over any Person, property, operation, transaction or other matter or circumstance, as the context so requires;

“ GST ” means the goods and services tax and/or the harmonized sales tax provided for under the Excise Tax Act (Canada), RSC 1985, c. E-15 as amended, and the regulations thereunder;

" GST Payment Date " has the meaning set forth in Section 2.7(b);

“ Hazardous Substances ” means all substances, materials and wastes regulated or from which Liability may arise under the Regulations relating to Environmental or health and safety matters, including hazardous, deleterious, or toxic substances; oilfield wastes; radioactive material; asbestos; polychlorinated biphenyls; pollutants; contaminants; dangerous goods; and unrefined and refined petroleum products;

“ IFRS ” means the international financial reporting standards issued by the International Accounting Standards Board for publicly accountable enterprises, or such other generally accepted accounting principles and practices applied in Canada from time to time;

“ Inception ” means Inception General Partner Inc., a corporation existing under the laws of the Province of Alberta;

“ Inception Shares ” means [ number of issued and outstanding shares redacted ] in the capital of Inception, representing all of the issued and outstanding securities of Inception;

“ Indebtedness ” means, with respect to any Person, (a) all obligations of such Person for borrowed money, including the principal amount thereof (or, if applicable, the accreted amount

thereof) and the amount of accrued and unpaid interest thereon, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances or similar credit transactions and (d) all obligations of such Person guaranteeing any obligations of any other Person of the type described in the foregoing clauses (a) to (c).

“ Indemnified Party ” has the meaning set forth in Section 16.7(b);

“ Indemnified Persons ” means the Purchaser Indemnified Persons or the Vendor Indemnified Persons, as applicable;

“ Indemnifying Party ” has the meaning set forth in Section 16.7(d);

[ Defined term redacted ];

“ Independent Contractors ” means [ definition redacted ];

“ Interim Period ” means the period commencing on the date hereof and ending on the Closing Date;

“ Interim Statement of Adjustments ” has the meaning set forth in Section 3.2(a);

“ Investment Canada Act ” means the Investment Canada Act (R.S.C., 1985, c. 28 (1st Supp.)) as amended;

“ IT Assets ” has the meaning set forth in Section 17.4(a);

“ Land Data Extract ” means the transfer to Purchaser of a copy of the electronic records of Vendor and the Gold Creek Partnerships associated with the Title and Operating Documents taken from their CS Explorer database on the terms and conditions herein;

“ Land Data Project ” has the meaning set forth in Section 7.9(a);

“ Lands ” means:

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the lands and formations within the Whitemap Area (subject to any limitations set out in Schedule A), including the all lands and formations listed in Schedule A; and

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all lands pooled or unitized therewith and includes the Petroleum Substances within, upon or under those lands,

but specifically excluding in all cases the Excluded Assets;

“ Leases ” means the leases, licenses, permits, reservations and other documents of title and agreements by virtue of which the holder thereof is entitled to explore for, recover, remove or dispose of Petroleum Substances within, upon or under the Lands including those leases, licenses, permits, reservations and other documents of title and agreements set out in Schedule A under the heading “Leases”, but only to the extent they pertain to the Lands, and includes, if applicable, all renewals and extensions of those documents and all documents issued in substitution therefor;

“ Liabilities ” means any and all liabilities and obligations, whether under common law, in equity, under applicable law or otherwise, whether tortious, contractual, vicarious, statutory or

otherwise, whether absolute or contingent, and whether based on fault, strict liability or otherwise;

“ Limited Partnership Agreements ” means, collectively:

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the Gold Creek Drilling Fund #1 Limited Partnership Partnership Agreement made the 11[th] day of October, 2012, as amended and restated on the 31[st] day of July, 2013, between Inception, Lotus Resources Ltd., and each and every person who from time to time becomes bound as a limited partner in accordance with the terms therein, as amended;

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the Gold Creek Drilling Fund #2 Limited Partnership Partnership Agreement made the 9[th] day of November, 2012, as amended and restated on the 31[st] day of July, 2013, between Inception, Lotus Resources Ltd., and each and every person who from time to time becomes bound as a limited partner in accordance with the terms therein, as amended; and

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the Gold Creek Drilling Fund #3 Limited Partnership Partnership Agreement made the 4[th] day of July, 2013, as amended and restated on the 31[st] day of July, 2013, and as further amended and restated on the 31[st] day of October, 2013 between Inception, Lotus Resources Ltd., and each and every person who from time to time becomes bound as a limited partner in accordance with the terms therein, as amended;

and “ Limited Partnership Agreement ” means any one of them.

“ Losses ” means, in respect of a Person and in relation to a matter, any and all losses, damages, costs, expenses, charges (including all penalties, interests, charges, assessments and fines) which such Person suffers, sustains, pays or incurs in connection with such matter and includes Taxes, reasonable costs of legal counsel (on a solicitor and client basis) and other professional advisors and consultants and reasonable costs of investigating and defending any Claim arising from the matter, regardless of whether such Claims are sustained;

“ Material Adverse Effect ” means, in respect of the Assets (taken as a whole), any change or effect, event, occurrence or matter that alone, or in conjunction with any other or others, has had or would reasonably be expected to have a material adverse effect on the value, ownership or operation of the Assets (taken as a whole and as owned and operated as of the Effective Time), determined without consideration of any of the following: (A) any change, effect, event or occurrence relating to or affecting general economic conditions or securities, capital, credit, financial, banking or currency markets (including changes in interest or exchange rates), or any worsening thereof, as a whole not disproportionately affecting the Assets; (B) conditions affecting the oil and gas industry in Western Canada as a whole not disproportionately affecting the Assets; (C) any change in global, national or regional political conditions, act of war, civil unrest or similar event or any escalation or worsening thereof as a whole not disproportionately affecting the Assets; (D) any adoption, proposal, implementation or changes in the Regulations or in the interpretation, application or non-application of the Regulations by any Governmental Authority as a whole not disproportionately affecting the Assets; (E) any change, effect or circumstance arising from the public announcement of the Transaction or the performance of the covenants set forth herein or consented to or approved in writing by the Parties; and (F) changes or proposed changes in accounting principles or IFRS;

“ Material Contracts ” means the following contracts, agreements and commitments (whether entered into between or among Vendor and or one or more of its Affiliates and or one or more Third Parties, or between or among Vendor and one or more of its Affiliates):

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unit agreements and unit operating agreements;

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agreements for or relating to the marketing, purchase or sale of Petroleum Substances (including any agreements containing calls on production or options to purchase material quantities of Petroleum Substances);

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any contract or agreement that includes any Take or Pay Obligations;

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any contract or agreement that contains an area of mutual interest, area of exclusion, area of dedication or restriction respecting the sale of Petroleum Substances;

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gas balancing, gas banking or similar agreements;

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gathering, transportation, marketing, storage or disposal agreements;

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fractionation agreements;

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processing or treating agreements;

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construction, ownership and operation agreements relating to any of the Tangibles;

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agreements pursuant to which any Petroleum Substances produced from the Assets are dedicated (including agreements containing acreage dedication) for delivery, processing, handling or sale to a particular facility or contract;

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agreements for the use of wellbores or for the operation of any Wells or Tangibles by a Third Party; and

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agreements to provide for transportation or processing to Third Parties;

but only to the extent such contracts, agreements and/or commitments:

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relate to the Assets and to which Vendor and or any of its Affiliates is a party or by which Vendor and or any of its Affiliates is bound;

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will be binding on Purchaser or any of its Affiliates in respect of the Assets from and after Closing; and

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are not terminable on thirty-one (31) days’ notice or less without early termination penalty or cost;

and excluding therefrom all tie-in agreements relating to the Facilities or the Wells;

“ Miscellaneous Interests ” means: (A) the Wells including the well bores and casing for the Wells; and (B) all property, assets and rights (other than the Petroleum Interests, the Tangibles and the Wells) to the extent they pertain directly to the Petroleum Interests, the Tangibles, the Wells, the Inception Shares and including:

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the Surface Rights;

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the Title and Operating Documents to the extent they pertain to the Assets;

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the Permits;

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all non-interpretive production and engineering information, manuals, records, files, reports, books, correspondence, documents, licenses, Permits, approvals, authorizations, data (including production data), engineering information and drawings (whether in electronic format or otherwise, including all ‘as-built’ drawings, and including a list of drawings), which relate to the Assets;

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royalty statements in respect of the Leases and all records necessary to confirm the payment by Vendor of all lessor royalties pursuant to the Leases;

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the books of account, financial statements, Tax records, and other accounting records of the Gold Creek Partnership Entities;

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computer software, computer networks and other technology systems that are contained in the Tangibles and are used exclusively with SCADA and other field management systems or measurement facilities, including wellhead data systems, which are used in connection with or form part of the Tangibles;

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the Field Office, including fee simple interests and/or fee simple title in and to any lands on which any Field Office are located, all leases of premises in which any Field Office are located, as applicable, and the contents thereof; and

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the Seismic Data;

but specifically excluding in all cases the Excluded Assets;

[ Defined term redacted ];
[ Defined term redacted ];

[ Defined term redacted ];

“ Non-Asset Data ” has the meaning set forth in Section 7.9(f);

“ Objection Date ” has the meaning set forth in Section 3.3(b);

“ Other Party ” has the meaning set forth in Section 4.7(j)(iv);

“ Outside Date ” means July 31, 2023;

[ Defined term redacted ];
[ Defined term redacted ];

“ P2 ” has the meaning set forth in Section 7.9(b);

“ Party ” means a signatory to this Agreement and “ Parties ” mean all signatories to this Agreement;

[ Defined term redacted ];

[ Defined term redacted ];

“ Permits ” means, all licenses, permits, approvals and authorizations granted or issued by any Governmental Authorities and relating to the transfer, construction, installation, ownership, use or operation of the Assets or any of them;

“ Permitted Encumbrances ” means:

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liens for Taxes, governmental charges and assessments which are not due or delinquent or, provided Vendor has disclosed same in writing to Purchaser prior to the date hereof, the validity of which is being contested in good faith by Vendor;

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operator’s and similar liens incurred or created in the ordinary course of business as security in favour of the Person who is conducting the development or operation of the property to which such liens relate for Vendor’s or the Gold Creek Partnership Entities’ proportionate share of the costs and expenses of such development or operation; provided that none of the foregoing relate to payments or other obligations of Vendor or the Gold Creek Partnerships Entities which are due and delinquent;

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mechanics’, builders’, materialmen’s or similar liens for services rendered or goods supplied for which payment is not then due, or, provided Vendor has disclosed same in writing to Purchaser prior to the date hereof, the validity of which is being contested in good faith by Vendor;

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easements, rights of way, servitudes and other similar rights in lands including, without limitation, rights of way and servitudes for highways, railways, sewer drains, gas and oil pipelines, gas and water mains, electric light, power, telephone or cable television conduits, poles, wires or cables that in the aggregate do not materially impair the use of the Assets;

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the burdens, royalties, adverse claims, other encumbrances and reductions in interest described in Schedule A;

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the terms and conditions of the Title and Operating Documents , provided that the following items must be set out in Schedule A to constitute a Permitted Encumbrance:
(i) any royalty burdens, net profits interests, carried interests or similar encumbrances;
(ii) any Right of First Refusal;
(iii) any area of mutual interest, area of exclusion or area of dedication;
(iv) any penalty or forfeiture that applies to the Assets by virtue of an election to not participate in a particular operation; and
(v) any existing potential reduction in interest in the Assets because of a payout conversion or farmin, farmout or other agreement;

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the express or implied reservations or exceptions in any grants or transfers of mineral rights from the Crown;

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rights reserved to or vested in any municipality or Governmental Authority by the terms of any Lease, licence, franchise, grant or Permit or by any provision of the Regulations, 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;

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rights of general application reserved to or vested in any Governmental Authority to levy Taxes on Petroleum Substances or the income therefrom or legally binding requirements of general application imposed by the Regulations or Governmental Authorities concerning rates of production from operations on any of the Lands or otherwise affecting recoverability of Petroleum Substances from the Lands;

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any matter, condition or circumstance that is disclosed in a Schedule to the extent it is readily apparent from the text of such disclosure that it is relevant to the representation and warranty that is expressly qualified by the Permitted Encumbrance; and

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any mortgage, charge, pledge, lien, hypothec, assignment by way or in effect as security, or other security interest whatsoever in respect of which an Encumbrance Discharge in form and substance satisfactory to Purchaser, acting reasonably, is delivered to Purchaser prior to or at Closing;

“ Person ” means any individual, partnership (whether general or limited), corporation, trust, union, pension fund, Governmental Authority or department or agency thereof or other entity;

“ Personal Information ” means information about an identifiable individual, but excludes his or her business contact information (consisting of the individual’s name, position name or title, business telephone number, business address, business e-mail or business fax number when used for the purpose of contacting such individual in his or her capacity as an employee or official of an organization and for no other purpose). For greater certainty, in respect of the Employees, Personal Information shall include all personal employee information (as defined in applicable privacy legislation) regarding the Employees;

“ Petroleum Interests ” means:

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rights in, or rights to explore or drill for, and/or to recover, produce, save, take, use and market, Petroleum Substances;

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rights to a share of production of Petroleum Substances;

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fee simple interests, working interests, carried working interests, pooled interests, unit interests, royalty and overriding royalty interests, revenue interests, net profit interests, and similar interests in Petroleum Substances or the proceeds of the sale of Petroleum Substances accruing to Vendor or to payments calculated by reference thereto;

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any existing contractual right to earn any of the foregoing in paragraphs (a), (b) and, (c) under a farmin or similar arrangement; and

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rights to acquire any of the foregoing in paragraphs (a), (b), (c) and (d),

but, in each case, only insofar as the foregoing relate to the Lands including as set out in Schedule A (and for clarity, (a) and (b) above include all rights arising from pooling arrangements or unit allocations), but specifically excluding in all cases the Excluded Assets.

“ Petroleum Substances ” means petroleum, natural gas and related hydrocarbons and all other substances (whether hydrocarbon or not), including sulphur, capable of being produced in association with petroleum and natural gas and related hydrocarbons or which are derived therefrom;

“ Pipeline Deficiencies ” has the meaning set forth in Section 4.9(b);

“ Pipeline Licenses ” means the pipeline licenses set out in Schedule E under the heading “Pipeline Licenses”;

“ Pipeline Records ” means those records required under the Pipeline Rules;

“ Pipeline Rules ” means collectively AER Bulletin 2015-34 (Confirmation of Transfer of Pipelines to be Added to the Licence Transfer Application), Part 4 of the Pipeline Rules (Alberta) and CSA Z662 (Oil and Gas Pipeline Systems, Alberta);

“ Place of Closing ” means the office of Vendor’s solicitors in Calgary, Alberta or such other place as Vendor and Purchaser may agree;

“ Pre-Closing Tax Period ” means any taxation or fiscal period or portion thereof ending on or before the Closing Date;

[ Defined term redacted ];

“ Purchase Price ” means ONE BILLION SEVEN HUNDRED MILLION DOLLARS ($1,700,000,000);

“ Purchaser Certificate ” means a certificate in the form attached as Schedule P;

“ Purchaser Damages Event ” has the meaning set forth in Section 2.2(d);

“ Purchaser Disclosure Documents ” has the meaning set forth in Section 7.15(a);

“ Purchaser Indemnified Persons ” means, collectively, Purchaser’s Affiliates each of the directors, officers, employees, agents and consultants of Purchaser and each of its Affiliates, their respective successors and assigns, and the successors and assigns of the Purchaser and its Affiliates;

“ Purchaser’s Counsel ” mean Norton Rose Fulbright Canada LLP;

“ Regulations ” means, in relation to any Person, property or circumstance, all statutes, laws, rules, orders, directives, regulations, policies and guidelines having force of law and made by Governmental Authorities, and all licenses, permits, certificates, approvals and authorizations (and includes, as applicable, the Permits) issued by Governmental Authorities, in each case that are in effect as of the relevant time and are applicable to such Person, property or circumstance;

“ Representatives ” means, with respect to a Party, that Party’s officers, directors, employees, contractors, consultant, advisors (including investment bankers acting under an engagement with Vendor), representatives and agents;

“ Rental Agreement ” has the meaning set forth in Section 4.10;

“ Rented Equipment ” has the meaning set forth in Section 4.10;

“ Right of First Refusal ” or “ ROFR ” means a right of first refusal, pre-emptive right of purchase or similar right whereby a Third Party has the right to acquire or purchase a portion of the Assets as a consequence of Vendor having agreed to sell the Assets to Purchaser in accordance with the terms of this Agreement;

“ ROFR Allocation ” has the meaning set forth in Section 12.2;

“ ROFR Escrow Agent ” means Purchaser’s Counsel, in its capacity as escrow agent under the ROFR Escrow Agreement;

“ ROFR Escrow Agreement ” means the ROFR escrow agreement entered into as of the Closing Date among Vendor, Purchaser and the ROFR Escrow Agent in substantially the form attached hereto as Schedule L;

“ SCADA ” means supervisory control and data acquisition programs;

“ SEDAR ” means the Canadian System for Electronic Document Analysis and Retrieval;

“ Seismic Data ” means the Vendor’s proprietary 2D and 3D seismic data associated with the seismic lines pertaining to the Lands, including the seismic lines as more particularly set out in Schedule I;

[ Defined term redacted ];

“ Specific Conveyances ” means all conveyances, assignments, transfers, novations, and other documents or instruments that are reasonably required or desirable, in accordance with normal oil and gas industry practices in Western Canada, to convey and assign the Assets to Purchaser and to novate Purchaser into the Title and Operating Documents in the place and stead of Vendor with respect to the Assets, effective as of the Effective Time;

“ Such Party ” has the meaning set forth in Section 4.7(j);

“ Surface Rights ” means all rights pursuant to orders, licenses, leases, easements, rights of way, agreements or other instruments to use the surface of land in connection with the Assets, including the right to enter upon and occupy the surface of land on which the Tangibles and the Wells are located and rights to cross or otherwise use the surface of land for access to the Assets as well as any fee simple surface interests within the Whitemap Area;

“ Survival Period ” means:

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with respect to Vendor’s representations and warranties set forth in:

(i) Sections 5.1(a) through 5.1(d) inclusive, and the liability and indemnity obligations applicable thereto, [ survival period redacted ]; and

(ii) Sections 5.1(j) and 5.1(k), [ survival period redacted

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with respect to Purchaser’s representations and warranties set forth in Sections 5.3(a) through 5.3(d) inclusive, and the liability and indemnity obligations applicable thereto, [ survival period redacted ]; and

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with respect to all other representations and warranties of Vendor or Purchaser set forth in this Agreement and the liability and indemnity obligations applicable thereto, [ survival period redacted ];

“ Take or Pay Obligations ” means all obligations to: (a) sell or deliver production from the Lands to particular Tangibles or any Third Party owned facilities, which include a requirement for Vendor to pay a fee for the use of such Tangibles or other facilities that exceeds their actual use by the Vendor, or (b) sell or deliver Petroleum Substances or any of them, rights to which are granted, reserved or otherwise conferred pursuant to the Title and Operating Documents, without being entitled in due course to receive and retain full payment for such Petroleum Substances;

“ Tangibles ” means all tangible property, apparatus, plant, equipment, machinery, field office inventory, facilities, infrastructure and assets (including the Facilities, the Rented Equipment and SCADA data/hardware), whether depreciable or non-depreciable and whether leased or owned, that:

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relate to the Petroleum Interests or the Wells; and/or

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are located on or under the surface of the Lands or in the vicinity of the Lands,

including those that have been used or are or were useful or are used or intended for use in connection with production, gathering, dehydration, treatment, storage, compression, processing, measuring, making marketable, transportation, injection, removal, disposal or other operations relating to the Wells or the Petroleum Interests or otherwise in connection with exploiting any Petroleum Substances from the Lands and includes any tangible downhole equipment, if any, relating to the Wells, any linefill, inventory in tanks and tank bottoms, all surplus equipment, materials and inventory located on the Lands or in warehouses or the Field Office used in connection with the Lands or Facilities, production equipment, fresh and produced water facilities, flowlines, pipeline connections, meters, dehydrators, motors, compressors, treaters, scrubbers, separators, pumps, tanks, boilers and communication equipment, and also including SCADA and other field management systems and measurement facilities, including wellhead data systems, but specifically excluding in all cases the Excluded Assets;

“ Tax ” or “ Taxes ” includes (a) any taxes, duties, fees, premiums, assessments, imposts, withholdings, levies and other charges of any kind whatsoever imposed by any Tax Authority, including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall profits, capital, transfer, land transfer, sales, GST, harmonized sales, use, valueadded, stamp, customs, import or export, excise, withholding, environmental, fuel, business, licensing, franchise, property, occupancy, vacancy, employer health, payroll, employment, worker’s compensation, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervailing and anti-dumping and all employment insurance, health insurance and Canada, Québec and other government pension plan and other employer plan premiums, contributions or withholdings and all other taxes and similar governmental charges of any kind imposed by any Tax Authority; (b) any interest, penalties, fines, additions to tax or other additional amounts imposed by any Tax

Authority in respect thereof; and (c) any liability for the payment of any amounts of the types described in (a) or (b) as a result of (i) being a member of an affiliated, consolidated, combined or unitary group, (ii) succeeding to such liability as a result of merger, conversion or asset transfer; (iii) any tax allocation, tax sharing, tax indemnity or similar agreement, arrangement or understanding or (iv) any express or implied obligation to indemnify any other Person for the payment of amounts on account of any of the foregoing owing by such Person;

“ Tax Act ” means the Income Tax Act , R.S.C. 1985, c. 1 (5th Supplement) as amended;

“ Tax Authority ” means the Canada Revenue Agency and any other Governmental Authority having taxing authority and their respective successors, if any;

“ Tax Proceeding ” has the meaning set forth in Section Error! Reference source not found. ;

“ Tax Return ” means all written and electronic reports, returns, declarations, elections, notices, filings, forms and statements, and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, filed or prepared, or required to be filed or prepared by Regulations, with respect to Taxes;

“ Third Party ” means any Person other than Vendor and Purchaser, or an Affiliate thereof, and any of a Party’s Representatives;

“ Thirteenth Month Adjustment ” means the accounting procedure performed annually by an operator of particular Assets for the purpose of redistributing certain revenues and expenses, including operating expenses, processing fee revenues, excess capacity utilization fees and recoveries, royalties, transportation costs and gas cost allowances (or similar cost allowances) and other costs, expenses and revenues among the owners or users of those Assets;

“ Title and Operating Documents ” means, to the extent related to, or by which Vendor is holding, the Petroleum Interests, the Miscellaneous Interests and the Tangibles, or any one of them, all agreements, instruments and documents that relate to the acquisition, ownership, operation or exploitation of the Petroleum Interests, the Miscellaneous Interests or the Tangibles, including:

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the Leases;

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the Material Contracts;

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operating agreements, royalty agreements, construction and/or ownership agreements, assignments, unit agreements, farmout or farmin agreements, option agreements, participation agreements, pooling agreements, sale and purchase agreements, trust declarations and asset exchange agreements and other similar agreements;

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agreements pertaining to the Surface Rights;

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the Permits; and

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any other documents and agreements granting, reserving or otherwise conferring rights to: (i) explore for, drill for, produce, take, use or market Petroleum Substances; (ii) share in the production of Petroleum Substances; (iii) share in the proceeds from, or measured or calculated by reference to the value or quantity of, Petroleum

Substances which are produced; and (iv) acquire any of the rights described in items (i) to (iii) of this definition; including those set out in Schedule A;

[ Defined term redacted ];

“ Transaction ” means the entering into of this Agreement, as well as the Closing of the sale of the Assets by Vendor to Purchaser, and all other related matters contemplated by this Agreement;

“ Transfer Taxes ” means the GST and all transfer, sales, land transfer and other like Taxes, registration and recording fees, and any other similar or like taxes, assessments, charges, duties, fees, levies or other charges of any kind whatsoever imposed by a Tax Authority in connection with the sale, transfer or registration of the transfer of the Assets;

[ Defined term redacted ];

“ Unexpired ROFR Assets ” has the meaning set forth in Section 12.6(b);

“ Unexpired ROFRs ” has the meaning set forth in Section 12.6;

“ Unscheduled Assets ” has the meaning set out in Section 2.5;

“ Vendor Certificate ” means a certificate in the form attached as Schedule P;

“ Vendor Damages Event ” has the meaning set forth in Section 2.2(c);

“ Vendor Executives ” means [ definition redacted ];

“ Vendor Financial Statements ” means the audited financial statements of Vendor as at and for the years ended December 31, 2022 and 2021, together with the notes thereto and the auditor’s report thereon;

“ Vendor Indemnified Persons ” means, collectively, the Vendor’s Affiliates and each of the directors, officers, employees, agents and consultants of Vendor and each of its Affiliates, their respective successors and assigns, and the successors and assigns of Vendor and its Affiliates;

“ Vendor Information ” has the meaning set forth in Section 7.15(a);

“ Wells ” means all wells located on the Lands, including all such producing, shut-in, abandoned, suspended, capped, injection, disposal, reclamation exempt and reclamation certified wells and all such wells set out in Schedule B under the heading “Wells”, but specifically excluding in all cases the Excluded Assets; and

“ Whitemap Area ” means those lands comprising the geographic area outlined in black on the map attached as Schedule D excluding the lands comprising the geographic areas that overlap a portion of such area that are outlined in blue on the map attached as Schedule D.

1.2 Schedules

The following are the Schedules attached to and forming part of this Agreement:

Schedule A Lands, Leases, Petroleum Interests

Schedule B Wells Schedule C ROFRs Schedule D Whitemap Area Schedule E Facilities and Pipeline Licenses Schedule F Rented Equipment Schedule G Material Contracts Schedule H AFEs Schedule I Seismic Data Schedule J Form of General Conveyance Schedule K Capital Budget Schedule L ROFR Escrow Agreement Schedule M Gold Creek Reorganization Schedule N Capital Structure of Gold Creek Partnerships Schedule O Gold Creek Partnerships Assets Schedule P Forms of Purchaser Certificate and Vendor Certificate Schedule Q Excluded Assets (Miscellaneous) Schedule R Tax Matters

1.3 Interpretation of Schedules

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The Schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of this Agreement. Further:
(i) The inclusion of information in the Schedules shall not be an admission or acknowledgment that such information therein is required to be set out in the Schedules, that such items are material, that such items have had, or would reasonably be expected to have, a Material Adverse Effect or that such items are within or outside of the ordinary course of business of Vendor. Furthermore, the inclusion of information from the Schedules will not establish any level of materiality for purposes of this Agreement.
(ii) The headings, if any, of the individual sections of the Schedules are inserted for convenience only and do not affect the construction or interpretation of this Agreement. The disclosure of an item in one section of the Schedules as disclosure relating to, or as an exception to, any particular representation or warranty or covenant will be deemed adequately disclosed as disclosure or as an exception with respect to all other representations or warranties or covenants to the extent that it is readily apparent from the text of such disclosure that it is relevant to such other representations or warranties or covenants.
(iii) The information and statements contained in the Schedules are not intended to constitute, and shall not be construed as constituting, representations or warranties of Vendor.

1.4 References and Interpretation

Unless otherwise stated or the context otherwise requires:

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words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders;

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the division of this Agreement into sections and clauses and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement;

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the references “hereunder”, “herein”, and “hereof” refer to the provisions of this Agreement, and references to “Article” or “Section” herein refer to the specified Article or Section of this Agreement;

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a capitalized derivative of a defined term will have a corresponding meaning;

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whenever there occurs a word of general application or of a general class which is stated to “include” a word or an enumerated list of words with a particular or specific meaning, such particular or specific word or enumerated list of words of particular or specific meaning shall not be interpreted so as to be an exhaustive list of those matters or things falling within the word or general application or of a general class and shall instead be interpreted to mean “includes but is not limited to”;

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all references herein to dollars are references to the currency of Canada unless otherwise specified in this Agreement; and

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any reference to days refers to calendar days unless the reference is to Business Days, and if the phrase “within”, “at least”, “prior to”, or “not later than” is used with reference to a specific number of days or Business Days, the day of receipt of the relevant notice will be excluded and the day of the relevant response or event will be included in determining the relevant time period. However, if the time for doing any act expires on a day that is not a Business Day, the time for doing that act will be extended to the next Business Day.

1.5 Interpretation if Closing Does Not Occur

In the event that Closing does not occur, each provision of this Agreement which presumes that Purchaser has acquired the Assets shall be construed as having been contingent upon Closing having occurred.

1.6 Conflicts

If there is any conflict, whether express or implied, or inconsistency between a provision of the body of this Agreement and that of a Schedule or a Specific Conveyance, the provision of the body of this Agreement shall prevail.

1.7 Exclusion of Assets

If a portion of the Assets is excluded from Closing because of the exercise of any Rights of First Refusal by a Third Party:

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the terms “Assets”, “Facilities”, “Petroleum Interests”, “Lands”, “Leases”, “Material Contracts”, “Miscellaneous Interests”, “Tangibles”, “Title and Operating Documents”, “Wells” and “Whitemap Area” will be deemed to be amended to reflect the exclusion of that portion of the Assets and this Agreement and the Schedules hereto will be deemed to be amended accordingly;

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the Purchase Price will be reduced by the value attributed to the Assets for which Closing does not occur under Article 12, the allocations of value among the classes of

Assets under Section 2.4 will be modified accordingly and adjustments under Article 3 will be calculated accordingly; and

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the Parties will, as soon as practicable, execute such further documents, acknowledgements and amendments to properly evidence the removal of such Assets from this Agreement.

1.8 Vendor’s Knowledge

The knowledge or awareness of Vendor herein is limited to the actual knowledge or awareness of Vendor’s and Inception’s respective current officers, and the following Managers of Vendor:

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[ Name redacted ];

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[ Name redacted ];

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[ Name redacted ];

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[ Name redacted ]; and

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[ Name redacted ];

in each case as of the date of this Agreement, and does not include any knowledge and awareness of any other Person. For these purposes, knowledge and awareness do not include the knowledge or awareness of any Third Party or constructive knowledge and does not impose any obligation to make inquiry of any other Person, or the files and records of any Third Party or Governmental Authority.

ARTICLE 2 SALE OF ASSETS AND RELATED MATTERS

2.1 Sale of Assets

Upon the terms and subject to the conditions of this Agreement, Vendor agrees to sell, assign, transfer, convey and set over to Purchaser, and Purchaser agrees to purchase from Vendor, the Assets.

2.2 Deposit and Damages

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Purchaser shall pay, by way of a wire transfer, to Purchaser’s Counsel by no later than 3pm (MDT) on March 28, 2023 an earnest money cash deposit of Sixty-Eight Million dollars ($68,000,000) (the “ Deposit ”), which Deposit shall be held in trust by Purchaser’s Counsel in accordance with the Deposit Escrow Agreement, to be released in accordance with the terms of this Agreement and the Deposit Escrow Agreement. The Parties agree to provide in a timely manner to Purchaser’s Counsel (in its capacity as escrow agent under the Deposit Escrow Agreement) all notices as provided for therein.

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If Closing occurs, the Deposit and all interest earned thereon shall be released from trust and paid by Purchaser’s Counsel to Vendor, which Deposit and interest shall be credited against the Purchase Price.

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If Closing does not occur and if the reason Closing does not occur is due solely to the termination of this Agreement pursuant to Section 10.4(c) as a result of Vendor’s Closing conditions set forth in Section 10.1(a), Section 10.1(b), Section 10.1(e) or

Section 10.1(f) not being satisfied at or before the Closing Time or by the Outside Date (whichever occurs first) where the failure of any of the foregoing conditions to be satisfied was due to a material breach of this Agreement by Purchaser and which breach materially impedes or delays the completion of the Transaction, other than as a result of or in response to a material breach or non-performance by Vendor of any of its covenants, agreements, or representations and warranties in this Agreement, (each, a “ Vendor Damages Event ”) then, as a genuine pre-estimate of its liquidated damages and not as penalty, Vendor shall be entitled to the Deposit (and for certainty, all interest accrued thereon prior to the Closing shall be deemed to have accrued to the benefit of Vendor) for Vendor’s own account absolutely.

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If Closing does not occur and if the reason Closing does not occur is due solely to the termination of this Agreement pursuant to Section 10.4(c) as a result of Purchaser’s Closing conditions set forth in Section 10.2(a), Section 10.2(b) or Section 10.2(f) not being satisfied at or before the Closing Time or by the Outside Date (whichever occurs first) where the failure of any of the foregoing conditions to be satisfied was due to a material breach of this Agreement by Vendor and which breach materially impedes or delays the completion of the Transaction, other than as a result of or in response to a material breach or non-performance by Purchaser of any of its covenants, agreements, or representations and warranties in this Agreement (each, a “ Purchaser Damages Event ”) then (i) the Deposit and interest actually accrued thereon as set forth above shall be forthwith returned by Purchaser’s Counsel to Purchaser and (ii) Purchaser shall be entitled to pursue an action against Vendor for damages, excluding, for certainty, Consequential Damages unless Section 2.2(h) is applicable.
If this Agreement is terminated for any reason other than as contemplated in Section 2.2(c), or Closing does not otherwise occur on or prior to the Outside Date, the Deposit and all interest accrued thereon shall be forthwith returned to Purchaser.
Vendor’s entitlement to the Deposit and interest accrued thereon pursuant to Section 2.2(c) shall be Vendor’s sole and exclusive remedy in respect of any breach by the Purchaser of this Agreement that results in the termination of this Agreement, and upon Vendor receiving the Deposit and any interest thereon Purchaser and Vendor shall be released from all Losses, Liabilities and obligations under this Agreement. Purchaser irrevocably waives any right it may have to raise as a defence that the Deposit and interest thereon payable to Vendor hereunder are excessive or punitive.
Subject to Section 2.2(h), Purchaser’s entitlement to pursue an action against Vendor for damages pursuant to Section 2.2(d) shall be Purchaser’s sole and exclusive remedy in respect of any Purchaser Damages Event.
Notwithstanding anything to the contrary in this Agreement, Section 2.2(g) shall not apply in the event of fraud, willful misconduct, or willful or intentional breach of this Agreement by Vendor and, in such circumstances, Purchaser shall be entitled to the recovery of any and all direct and indirect damages, including, for certainty, Consequential Damages; and in such circumstances, Vendor acknowledges and agrees that (x) monetary damages would not alone be a sufficient remedy for any breach of this Agreement by Vendor; and (y) in addition to any other remedies pursuant to this Agreement that Purchaser may have, Purchaser shall be entitled to injunctive relief to restrain any breach or threatened breach of the covenants or agreements of Vendor set forth in this Agreement or otherwise to obtain specific performance of any

of such acts, covenants or agreements, without the necessity of posting bond or security in connection therewith.

2.3 Payment of Purchase Price

If there has been satisfaction or waiver of the conditions of Closing contained in this Agreement, at Closing, Purchaser shall pay to Vendor the Purchase Price, adjusted for interim adjustments as set forth in Section 3.1, less the amount of the Deposit, by way of wire transfer, to an account designated by Vendor in writing to Purchaser not later than three (3) Business Days prior to the Closing Date.

2.4 Allocation

The Purchase Price will be allocated as follows:

[Allocation of purchase price redacted]

2.5 Whitemap Area

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The Parties acknowledge that although Vendor has prepared, and Purchaser has reviewed, the Schedules attached hereto diligently and in good faith, they recognize that there may be unintended errors, omissions, inclusions or misdescriptions. As such, the Parties agree that it is their intention that, in addition to those Assets included and specified in the Schedules hereto, other than the Excluded Assets, the Assets shall include Vendor’s entire interest in and to all Petroleum Interests, Tangibles and Miscellaneous Interests (as those terms are defined herein) which fall within the Whitemap Area and which have not been scheduled (the “ Unscheduled Assets ”), and that the Purchase Price includes consideration for such Unscheduled Assets. In the case of any unintended errors, omissions, inclusions or misdescriptions, the Parties acknowledge the intent was to convey the Assets without such unintended errors, omissions, inclusions or misdescriptions.

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To the extent that any Unscheduled Assets or any other unintended errors, omissions, inclusions or misdescriptions are identified by either Party after the Closing Date, the Parties shall enter into an amending agreement to correct the affected Schedules attached hereto, which amending agreement shall have the effect of correcting the Schedules as of the date hereof and, in the case of any Unscheduled Assets so identified, the Parties shall take such additional steps as are necessary to specifically convey Vendor’s interest in such Unscheduled Assets to Purchaser.

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Any legal title to those Leases or Lands that are subject to a trust agreement that is disclosed in Schedule A or Schedule G hereto be conveyed and assigned to Purchaser at Closing.

2.6 Assumption of Certain Liabilities

In the determination of the Purchase Price payable for the Assets, Vendor and Purchaser confirm and agree that past, present and future Environmental Liabilities, including Abandonment and Reclamation Obligations, are a future cost embedded in the Assets that is so associated or physically connected with the Assets that, while having been taken into account in establishing the value of the Assets, cannot be separated from the ownership rights in the Assets and moreover, that such obligations are not capable of quantification as of the Closing Date, Vendor and Purchaser have not attributed a specific or agreed to value with regard to either: (a) such Environmental Liabilities or Abandonment and Reclamation Obligations; or (b) the indemnities provided for in Section 16.4, nor shall there be

any adjustments made to the Purchase Price in relation thereto. For greater certainty, neither the existence nor amount of any accounting reserve for asset reclamation obligations or similar matters in the financial statements or accounting records of Vendor or Purchaser has been of any relevance to either Vendor or Purchaser in determining the value of the Assets.

2.7 Transfer Taxes

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The Purchase Price does not include any Transfer Taxes and Purchaser shall be solely liable for and shall pay any and all Transfer Taxes pertaining to Purchaser’s acquisition of the Assets.

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With respect to the GST:
(i) Purchaser shall pay to Vendor, by way of wire transfer, to an account designated by Vendor in writing to Purchaser not later than GST Payment Date, an amount equal to the GST applicable to the portion of the Purchase Price allocated to the Tangibles, Seismic Data and Miscellaneous Interests, and which amount of GST shall be paid by Purchaser to Vendor on the date that is two (2) Business Days prior to the date upon which Vendor is required to file its GST return for the reporting period which includes the Closing Date (the " GST Payment Date ");
(ii) in the event that Purchaser fails to pay such GST to Vendor by the GST Payment Date, the amount of outstanding GST owed to Vendor by Purchaser shall bear interest calculated at [ interest rate redacted ] percent; and
(iii) Vendor shall remit such amount of GST to the appropriate Tax Authority as required in accordance with the Excise Tax Act (Canada).

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Each Party represents that it holds a valid GST registration account number at the date of Closing and that its GST registration account number is:
(i) Vendor: [ GST registration numbers redacted
(ii) Purchaser: [ GST registration numbers redacted

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With respect to Transfer Taxes other than GST:
(i) if Vendor, as agent for the Crown, is required to collect any such Transfer Taxes, Purchaser shall pay the aggregate amount of such Transfer Taxes to Vendor at Closing and Vendor shall remit the amount of such Transfer Taxes to the appropriate Tax Authorities as required in accordance with applicable Regulations; or
(ii) if Purchaser is required to pay or remit any such Transfer Taxes directly to the applicable Tax Authority, Purchaser shall be responsible for remitting and paying such Transfer Taxes directly to the applicable Tax Authority.

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If, after Closing, any amount of Transfer Taxes in respect of the purchase and sale of the Assets pursuant hereto in excess of the amounts collected by Vendor from Purchaser at Closing are imposed by a Tax Authority, Purchaser shall be responsible for such excess amount, and all interest and penalties payable in respect thereof, and

shall fully and completely indemnify and save harmless Vendor in respect of such amounts, provided that this indemnity shall not apply to any interest or penalties payable by Vendor as a result of the failure of Vendor to remit any Transfer Taxes collected from or paid by Purchaser to Vendor.

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If any payment made under this Agreement is deemed by Section 182 (or any other provision) of Part IX of the Excise Tax Act (Canada) or any provision of any corresponding provincial legislation to be inclusive of GST, the paying Party agrees to increase the payment amount by an amount equal to the product of the aggregate of the GST percentage rate multiplied by the amount otherwise payable so that the payment received net of GST is the same as if the payment was not deemed to be inclusive of GST.

2.8 Interest

Purchaser shall pay to Vendor at Closing, as a dollar-for-dollar upward adjustment to the Purchase Price, which upward adjustment shall be allocated to the Petroleum Interests an amount equal to the interest on the Purchase Price for the period of time from the Effective Time to the day prior to the Closing Date, calculated daily and not compounded, at the rate of [ interest rate redacted ] percent.

ARTICLE 3 PURCHASE PRICE ADJUSTMENTS

3.1 Adjustments

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Except as otherwise provided in this Article 3 and subject to all other provisions of this Agreement and without duplication, the Parties will adjust and apportion all expenditures, revenues and benefits of every kind and nature accruing, payable or paid, receivable or received, in respect of the ownership and operation of the Assets including operating, maintenance, development and capital costs, proceeds from the sale of Petroleum Substances, applicable transportation costs, royalties (including lessor royalties), property Taxes, non-recoverable provincial sales taxes, gas cost allowance (and similar allowances), prepayments and deposits and Taxes, as at the Effective Time on an accrual basis in accordance with IFRS, subject to and in accordance with the following:
(i) Vendor is entitled to the revenues and benefits from the ownership and operation of the Assets incurred and or accrued prior to the Effective Time, including the benefit of audit queries for such time when resolved, and is responsible for and will pay for the expenditures pertaining to the ownership, operation and development of the Assets incurred and or accrued prior to the Effective Time, including obligations arising from or relating to audit queries for such time;
(ii) Purchaser is entitled to the revenues and benefits from the ownership and operation of the Assets incurred and or accrued from and after the Effective Time and is responsible for and will pay for the expenditures pertaining to the ownership, operation and development of the Assets incurred and or accrued from and after the Effective Time;
(iii) all freehold mineral taxes, surface and mineral lease rentals and any similar payments made by Vendor to preserve any of the Leases or any Surface

Rights shall be apportioned between Vendor and Purchaser on a per diem basis at the Effective Time;

(iv) the net income or loss (gross revenue less operating costs, royalties, general and administrative expense overhead on capital and operating costs and other direct costs) that accrues in respect of the Assets from the Effective Time to the Closing Time will be reported as income or loss for income tax purposes by Vendor. No apportionment shall be made on account of any taxes calculated by reference to or assessed based on income, net revenue or capital that are payable by Vendor or Purchaser;
(v) all costs relating to any work performed or goods and services provided in respect of the Assets will be deemed to have accrued as of the date the work was performed or the goods or services were provided, regardless of the time at which those costs became payable;
(vi) fees or revenues, and associated costs and expenses, from or relating to gathering, transmission or processing of Petroleum Substances for or on behalf of Persons other than Vendor shall be apportioned on the basis of the date of such gathering, transmission or processing; and
(vii) any Thirteenth Month Adjustment that relates to a period that includes months prior to and after the Effective Time shall be apportioned between Vendor and Purchaser as at the Effective Time on the same basis (whether on a throughput, per diem or other basis) as the Thirteenth Month Adjustment is allocated to the parties to the Title and Operating Document under which it is made.

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There shall be no adjustments for Vendor’s general and administrative expense or overhead.

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The Parties acknowledge that there will be adjustments required to power bills for a minimum period of six (6) months following the month of consumption of such power. The Party responsible to pay for such adjustments will promptly and without dispute pay such amounts to the Party owed such amounts upon receipt of evidence of such amounts being outstanding.

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All statements prepared under this Article 3 will be prepared as contemplated herein and in accordance with IFRS and applying the accrual method.

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The net amount of the adjustments under this Article 3 will constitute a decrease (if the net amount of the adjustments is in favour of Purchaser) or increase (if the net amount of the adjustments is in favour of Vendor) to the Purchase Price and such decrease or increase in the Purchase Price shall correspondingly decrease or increase the amount of the Purchase Price allocated to Vendor’s interest in the Petroleum Interests.

3.2 Interim Statement of Adjustments

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Vendor, acting reasonably and in good faith, shall prepare and deliver to Purchaser a statement no later than five (5) Business Days prior to the Closing Time that shall set forth a written statement of adjustments to be made in accordance with this Agreement (“ Interim Statement of Adjustments ”) and Vendor will assist Purchaser in verifying the amounts and adjustments set forth in the Interim Statement of Adjustments and in

connection therewith shall provide such worksheets and supporting documentation as Purchaser may reasonably request. The Interim Statement of Adjustments shall use reasonable estimates where actual amounts are not known at the time of preparation, and once actual costs and revenues are known, those amounts will be taken into account in the Final Statement of Adjustments as per the process described under Section 3.3 below.

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The Parties shall close the Transaction based on the Interim Statement of Adjustments. Any disputes with respect to the Interim Statement of Adjustments shall be addressed in the Final Statement of Adjustments.

3.3 Final Statement of Adjustments

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Within one hundred and eighty (180) days following the Closing Date, Vendor shall prepare and deliver to Purchaser a final statement of all adjustments and payments to be made pursuant to this Agreement (“ Final Statement of Adjustments ”). Purchaser shall provide, or cause to be provided, to Vendor full (but non-exclusive) access to, and Vendor at its own expense shall be entitled to audit, the relevant records to aid in the preparation of such statement. Vendor will assist Purchaser in verifying the amounts and adjustments set forth in the Final Statement of Adjustments.

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If Purchaser is of the opinion that any change is required to be made to the Final Statement of Adjustments as prepared by Vendor, it shall, on or before that date which is ten (10) Business Days after the end of the audit period provided for in Section 3.3(f) (the “ Objection Date ”), give written notice to Vendor of any such proposed change. If Purchaser does not notify Vendor of any proposed change on or before the Objection Date, then Purchaser shall be deemed to have accepted the Final Statement of Adjustments. The net amount of any amounts not in dispute will be remitted by the Party who in the net result is obliged to make payment within ten (10) Business Days after the end of the Objection Date or the date upon which Purchaser provides written notice to Vendor that Purchaser agrees with all or certain of the adjustments set forth in the Final Statement of Adjustments, whichever is earlier, and if not paid within such ten (10) Business Days, will thereafter bear interest until paid at a rate of interest equal to [ interest rate redacted ] compounded annually.

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If Purchaser gives written notice to Vendor of any proposed change to the Final Statement of Adjustments on or before the Objection Date, and if the proposed change is disputed by Vendor and the Parties fail to resolve the dispute within ten (10) Business Days after the Objection Date, then an Accounting Firm shall immediately be engaged by the Parties to resolve forthwith the dispute and the Accounting Firm shall be requested to render its decision without qualifications, other than the usual qualifications relating to engagements of this nature, within fourteen (14) days after the dispute is referred to it. The decision of the Accounting Firm shall be final and binding upon Vendor and Purchaser and shall not be subject to appeal by either Party. The fees and expenses of the Accounting Firm shall be shared, one half to Vendor and one half to Purchaser.

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If the Accounting Firm cannot or will not make a decision in the manner provided above, Purchaser and Vendor shall refer such matter to a mutually acceptable Third Party (the “ Arbitrator ”) to arbitrate the dispute as a single arbitrator in accordance with the Arbitration Act (Alberta) within sixty (60) days after the Objection Date. If agreement cannot be reached between Vendor and Purchaser as to the Arbitrator, a judge of the Court of King’s Bench (Calgary) shall select either Purchaser’s or Vendor’s

designate. The fees and expenses of the Arbitrator shall be shared, one half to Vendor and one half to Purchaser.

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Upon agreement with respect to all matters in dispute, or upon a decision of the Accounting Firm or the Arbitrator with respect thereto, such amendments shall be made to the Final Statement of Adjustments as may be necessary to reflect such agreement or such decision, as the case may be. In such event, references in the Agreement to the Final Statement of Adjustments shall refer to the Final Statement of Adjustments, as so amended. The net amount will be remitted by the Party who in the net result is obliged to make payment within ten (10) Business Days of such agreement or decision, and if not paid within the ten (10) Business Days, will thereafter bear interest until paid at a rate of interest equal to [ interest rate redacted ] compounded annually.

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Each Party will have the right, within the later of two (2) months following the distribution of the Final Statement of Adjustments by Vendor or eight (8) months following the Closing Date, to examine, copy and audit the records of the other Party relative to the Assets for the purpose of effecting or verifying adjustments required under this Article. The auditing Party will, upon reasonable notice, conduct that audit at its sole expense during normal business hours at the offices of the audited Party or at such other premises where those records are maintained.

3.4 Ongoing Adjustments

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After the Final Statement of Adjustments has been finalized in accordance with Section 3.3, no further adjustments will be made under Article 3 unless and to the extent the adjustments arise from:

[Exceptions redacted]

which such adjustments shall be made on the basis set forth in Section 3.1 as and when they arise.

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Payment of the amount set forth in Section 3.4(a) shall be paid within thirty (30) days after the amount is determined and, if not paid within such thirty (30) days, will thereafter bear interest until paid at a rate of interest equal to [ interest rate redacted ] compounded annually.

ARTICLE 4 CLOSING

4.1 The Closing

Subject to Article 10, the Closing will take place at the Place of Closing at the Closing Time.

4.2 Transfer of Possession, Ownership and Risk

Provided that Closing occurs, and subject to all other provisions of this Agreement, possession of, title to, beneficial ownership of and risk in respect of, the Assets shall pass from Vendor to Purchaser at the Closing Time.

4.3 Deliveries at Closing

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At Closing, Vendor shall table the following:
(i) the General Conveyance duly executed by Vendor;
(ii) all available Specific Conveyances duly executed by Vendor, as provided for in Section 4.7;
(iii) an updated unitholder register of Gold Creek Drilling Fund #1 Limited Partnership and Gold Creek Drilling Fund #2 Limited Partnership evidencing the completion of the Gold Creek Reorganization, and evidence of the completion of the Gold Creek Reorganization;
(iv) all available Title and Operating Documents, as provided for in Section 4.5;
(v) the certificates of Vendor referred to in Section 10.2;
(vi) evidence of the exercise, waiver or lapse of the relevant exercise provided in respect of any Right of First Refusal that has been exercised or waived or that has lapsed prior to the Closing Date;
(vii) copies of all other consents to disposition that have been obtained by Vendor prior to the Closing with respect to the sale of the Assets to Purchaser;
(viii) a receipt duly executed by Vendor for payment by Purchaser of (A) the amount required to be paid by Purchaser at Closing pursuant to Section 2.3 and (B) Transfer Taxes, as required by Section 2.7(d);
(ix) releases and registrable discharges, or no interest letters, in respect of all registered security interests (including any pledges, liens, charges, mortgages or any other forms of security interests) pertaining to the Assets that are not Permitted Encumbrances and which have been requested by Purchaser not less than five (5) Business Days prior to Closing;
(x) a resolution of the directors of Inception authorizing the transfer of the Inception Shares to Purchaser or an Affiliate of Purchaser;
(xi) all original share certificates representing the Inception Shares, duly endorsed for transfer to Purchaser (or an Affiliate of Purchaser) or accompanied by executed stock transfer powers of attorney authorizing the transfer to Purchaser (or an Affiliate of Purchaser);
(xii) an original share certificate representing the Inception Shares registered in the name of Purchaser (or an Affiliate of Purchaser);
(xiii) an updated shareholder register of Inception evidencing the registration of the Inception Shares in the name of Purchaser (or an Affiliate of Purchaser) as of the Closing Date; and
(xiv) resignations and mutual releases executed by Inception and each of the directors and officers of Inception.

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At Closing, Purchaser shall table the following:
(i) provided that the conditions precedent in Section 10.2 have been satisfied or waived, evidence of payment by Purchaser of the amount required to be paid by Purchaser at Closing pursuant to Section 2.3;
(ii) the General Conveyance duly executed by Purchaser; and
(iii) the certificates of Purchaser referred to in Section 10.1;

and in addition, Purchaser will duly execute the available Specific Conveyances tabled by Vendor pursuant to Section 4.3(a)(ii).

4.4 Seismic Data

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The Seismic Data will be delivered by or on behalf of Vendor to Purchaser at Closing, and Vendor shall be solely responsible for all associated costs.

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Purchaser acknowledges that the Seismic Data may be subject to consents of Third Party partner(s) that own an interest therein and that if applicable, Vendor is required to obtain such consents in order to transfer such data to Purchaser. Any obligations of Vendor to transfer any interests in, and to deliver or cause delivery of, Seismic Data hereunder shall be subject to the transferability of such data and any required partner consents.

4.5 Delivery of Documents

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To the extent that Vendor is not reasonably able to deliver all of the Title and Operating Documents and any other documents described in paragraph (d) of the definition of Miscellaneous Interests to Purchaser at Closing, Vendor shall, as soon reasonably practicable after Closing (and in any event within ten (10) Business Days of Closing), deliver them to Purchaser to the extent Vendor has them in its possession or they are within Vendor’s control, provided that if Vendor retains any interest in any property to which any of such Title and Operating Documents or other documents relate, Vendor may retain the original of such Title and Operating Document or other document and provide a copy to Purchaser.

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Notwithstanding anything to the contrary, Vendor may retain any Title and Operating Documents after Closing that are required by it to prepare Specific Conveyances not delivered at Closing. Vendor shall deliver such Title and Operating Documents, or a copy thereof if the proviso at the end of Section 4.5(a) is applicable, to Purchaser as soon reasonably practicable after it ceases to require them for purposes set forth above, and in any event by no later than ten (10) Business Days after Closing.

4.6 Access to Records

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Vendor may, at its sole expense, for a period of six (6) years after Closing gain access to, during Purchaser’s regular business hours and upon reasonable notice, and obtain from Purchaser copies or photocopies of, any Title and Operating Documents which were delivered to Purchaser at Closing and which remain in the possession of Purchaser at the time of the request, or to which Purchaser has reasonable access, and which Vendor requires for audits or Claims by Third Parties. Vendor shall use the Title and Operating Documents and all information files, records and other documents

retained by Vendor pursuant to this Agreement or access to which is provided by Purchaser to Vendor pursuant to this Section 4.6(a) for purposes of dealing with such Third Party audits or Claims, and for no other purpose, and Vendor shall maintain such information in confidence, except to the extent required to address and resolve the applicable audit or Claim.

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Purchaser may, at its sole expense, for a period of six (6) years after Closing, gain access to, during Vendor’s regular business hours and upon reasonable notice, and obtain from Vendor copies or photocopies of, any information which relates to the Assets that was not delivered to Purchaser at Closing and which remain in the possession of Vendor at the time of the request, or to which Vendor has reasonable access. For the purposes of this Section 4.6(b) only, the term “Vendor” shall include any Affiliates, successors and assigns of the Vendor.

4.7 Specific Conveyances

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Vendor shall use all commercially reasonable efforts to prepare and shall deliver all available Specific Conveyances to Purchaser for its review and comments by no later than ten (10) Business Days before Closing, provided that all Specific Conveyances required or desirable in connection with the Material Contracts shall be prepared by Vendor and delivered to Purchaser by no later than ten (10) Business Days before Closing. Any comments of Purchaser on those Specific Conveyances delivered in a timely manner to Purchaser shall be provided to Vendor within five (5) Business Days of Purchaser’s receipt of the Specific Conveyances. Subject to the foregoing, Vendor shall use all commercially reasonable efforts to ensure all Specific Conveyances are available for execution and delivery at the Closing Time, provided that if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing Time, Vendor shall prepare and deliver the same to Purchaser as soon as reasonably practicable after Closing and in any event by no later than ten (10) Business Days after Closing.

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Neither the General Conveyance nor any of the Specific Conveyances shall require either Party to assume or incur any obligation, or to provide any representation or warranty, beyond those contained in this Agreement, nor shall they entitle a Party to impose any obligation upon or to rely on any representation or warranty, express or implied, of the other Party beyond those contained in this Agreement.

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It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties thereto, other than Vendor itself.

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To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be, and Purchaser shall use all commercially reasonable efforts to become, as soon as reasonably practicable after the Closing Time, the recognized and beneficial holder of the Assets in the place and stead of Vendor and, except as herein provided, Purchaser shall promptly register all Specific Conveyances to the extent they are registrable.

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In respect of any Specific Conveyances that require execution by Third Parties promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor and Purchaser shall co-operate and provide all reasonable

assistance that either of them may reasonably request in connection with the procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser.

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In respect of any Specific Conveyances that have been duly executed by Vendor and Purchaser but that do not require execution by Third Parties, Vendor shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing and shall proceed to register, with the appropriate Governmental Authorities, any such Specific Conveyances that require registration.
Except as otherwise expressly stated herein, Purchaser shall bear all reasonable out of pocket costs, fees and expenses of every nature and kind in distributing and registering any Specific Conveyances. In the event that Vendor has incurred any reasonable Third Party or out of pocket expenses or fees as a result of the cost of distribution and registration of any such Specific Conveyances, such amounts shall be adjusted between the Parties in the Final Statement of Adjustments.
For clarity, and subject to Sections 4.7(k) and 4.11, it shall not be necessary for consents to disposition which cannot be unreasonably or arbitrarily withheld, which are customarily obtained after Closing, or which are in respect of the assignment of agreements which are terminable on thirty-one (31) days’ notice or less without early termination penalty or cost to have been obtained by Vendor prior to or at Closing.
Notwithstanding the foregoing in this Section 4.7, in the case of any Specific Conveyances that are transfers of Permits (including the AER transfer applications) or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, Vendor shall, promptly following the Closing Time, submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith, acting reasonably, determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay.
Subject to Article 11 (which Article sets out the Parties rights and obligations in respect of the matters contemplated therein) if, for any reason:
(i) the AER or any other Governmental Authority; or
(ii) any other Third Party,

requires either Party (“ Such Party ”) to make a deposit, provide a letter of credit or other financial assurances, or to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the transfer or assignment of any of the Assets to Purchaser, then:

(iii) as soon as reasonably practicable after receiving notice of such requirement, and in any event within ten (10) Business Days, and at its sole cost, Such Party shall make any such deposits, letters of credit or other financial assurances,

provide such undertakings, information or other documentation and take such action, as the case may be, provided that with respect to any Third Party request for a deposit, letter of credit, other financial assurance, undertaking, information or documentation, same shall be required to be provided under the applicable Title and Operating Document; and

(iv) if Such Party fails to make a deposit with the AER, other Governmental Authority or other Third Party as required under Section 4.7(j)(iii) within ten (10) Business Days of Such Party’s receipt of notification that such deposit is required, the other Party (the “ Other Party ”) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that (A) the Other Party shall be Such Party’s agent with full power and authority to make such deposit for and on behalf of Such Party, (B) Such Party shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal to [ interest rate redacted ] from the date on which the Other Party paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is made in full and (C) in addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Section 4.7(j)(iv), against any monies payable by the Other Party to Such Party pursuant to this Agreement.

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[ Vendor pre-closing obligations related to specific conveyances redacted

4.8 Electronic Signatures

The Parties agree that all Specific Conveyances to be executed in connection with this Agreement and the Transaction, except for the General Conveyance and records that create or transfer interests in land or that are registrable at a Land Titles Office, guarantees, negotiable instruments, documents of title and such other documents excluded by section 7 of the Electronic Transactions Act , RSA 2001, c E-5.5, as amended from time to time (the “ ES Conveyance Documents ”), may be executed by use of electronic signatures (the “ Electronic Signatures ”). Prior to Closing, the Parties will exchange a listing of one another’s individual representatives which listing shall include the subject individual’s name, title and a sample Electronic Signature. The Electronic Signatures of the individuals set out in such listing and which appear on any ES Conveyance Documents shall be sufficient to cause such ES Conveyance Documents to be valid and binding obligations of the Party represented by such individual, without need for original signatures to appear thereon and shall be of the same legal effect, validity or enforceability as a manually executed signature. The Parties shall receive and use the Electronic Signatures solely for the purpose of embedding the same into the Specific Conveyances and for no other purpose whatsoever, and neither Party shall be entitled to use Electronic Signatures of the other Party at any time after sixty (60) days from the Closing Time without such Party’s written consent.

4.9 Transfer of Pipeline Licenses

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The Parties confirm that on or prior to the date hereof Vendor has provided Purchaser access to all Pipeline Records in Vendor’s possession or to which Vendor has access for Purchaser’s review.

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The Parties acknowledge that in connection with the transfer of the Pipeline Licenses, Vendor is required to transfer sufficient documentation to satisfy the transferor statement on the AER digital data submission system. If:
(i) prior to Closing, either Party determines, acting reasonably; or
(ii) following Closing, either Party receives written notice from the AER that it has determined that;

the Pipeline Records, or any of them, held by Vendor or transferred by Vendor to Purchaser under this Agreement do not satisfy or are found to be deficient under the Pipeline Rules in any respect, then Vendor, if prior to Closing, or Purchaser, if following Closing, shall be responsible for and shall conduct, in a timely manner, all operations and activities that are required to cure or remedy any and all deficiencies (“ Pipeline Deficiencies ”), in each case in accordance with the terms of the applicable Title and Operating Documents, Regulations, any requirements set forth in any correspondence with the AER and with generally accepted industry practices in Alberta, and utilizing the standard of care which would be followed by a reasonably prudent operator in similar circumstances which remedies may include the completion of an engineering assessment that demonstrates that the pipeline is fit for its intended purpose and service. The costs of curing, remedying or otherwise dealing with the Pipeline Deficiencies, whenever identified, shall be shared, one half to Vendor and one half to Purchaser.

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Notwithstanding any other provision in this Agreement, the existence of any deficient Pipeline Records, Pipeline Deficiencies and the remedial work required to be conducted in respect thereof, shall not constitute a breach of any of Vendor’s representations, warranties or covenants in this Agreement or constitute a failure of any of the conditions to Closing.

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To the extent any Pipeline Deficiencies are not rectified prior to Closing, the relevant Pipeline Licenses will not be transferred to Purchaser at Closing and Vendor shall hold such Pipeline Licenses in trust for Purchaser pursuant to Section 7.4 until such time as such Pipeline Deficiencies have been rectified. Forthwith following the rectification of such Pipeline Deficiencies, the relevant Pipeline Licenses will be transferred by Vendor to Purchaser.

4.10 Rented or Leased Tangible Equipment

[ Treatment of Vendor’s rental equipment redacted ]

4.11 NGTL AFSs

[ Application for Service related provisions redacted ]

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Vendor

Subject to the Permitted Encumbrances, Vendor makes the following representations and warranties to Purchaser with respect to itself, the Assets, the Gold Creek Partnership Entities and the Gold Creek Partnerships Assets:

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Standing . Vendor is a corporation that is duly organized, valid and subsisting, registered to carry on business in the Province of Alberta and registered to carry on business in the jurisdiction(s) where the Assets are located;
Requisite Authority. Vendor has the requisite capacity, power and authority to enter into and execute this Agreement and the agreements and instruments required by this Agreement to be delivered by it, and to perform the obligations hereunder and thereunder;
No Conflict . The execution and delivery of this Agreement and, provided that the Competition Act Approval is obtained, the completion of the sale of the Assets in accordance with the terms of this Agreement and the completion of the Gold Creek Reorganization are not and will not be in violation or breach of, or be in conflict with:
(i) any term or provision of the articles, bylaws or other governing documents of Vendor or any Affiliate thereof;
(ii) any agreement, instrument, permit or authority to which Vendor is a party or by which Vendor or any Affiliate is bound; or
(iii) except in respect of the requirements to collect and retain Pipeline Records, any Regulation, judicial order, award, judgment or decree applicable to Vendor, any Affiliate thereof, the Assets, the Gold Creek Partnership Entities or the Gold Creek Partnerships Assets;

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Execution and Enforceability . Vendor has taken all actions necessary to authorize the execution and delivery of this Agreement, the General Conveyance, the Specific Conveyances and the documents required to complete the Gold Creek Reorganization and, as of the Closing Date, Vendor and each Affiliate shall have taken all actions necessary to authorize and complete the sale of the Assets and the completion of the Gold Creek Reorganization in accordance with the provisions of this Agreement. This Agreement has been validly executed and delivered by Vendor, and this Agreement does, and all other documents executed and delivered by or on behalf of Vendor or any Affiliate hereunder shall constitute valid and binding obligations of Vendor and each such Affiliate enforceable in accordance with their respective terms and conditions, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except that rights of indemnity and contribution contained in this Agreement or any such other agreements may be limited under applicable law;
Title to Assets . Vendor does not warrant title to the Assets or the Gold Creek Partnerships Assets, provided that it does warrant that:
(i) its interest in the Assets as described in Schedule A will at the Closing Date be free and clear of any and all liens, mortgages, security interests, pledges, options, production or other penalties, reductions in interests, demands, burdens, adverse claims, royalties and other encumbrances created by, through or under Vendor or any Affiliate or of which Vendor or any Affiliate has knowledge, except for the Permitted Encumbrances;

(ii) the interests of the Gold Creek Partnerships in the Gold Creek Partnerships Assets will at the Closing Date be free and clear of any and all liens, mortgages, security interests, pledges, options, reductions in interests, demands, burdens, adverse claims, royalties and other encumbrances created by, through or under Vendor or any Affiliate or of which Vendor or any Affiliate has knowledge, except for the Permitted Encumbrances;
(iii) except as otherwise disclosed in Schedule A and Schedule O, Vendor’s interest in the Assets and the Gold Creek Partnerships’ interest in the Gold Creek Partnerships Assets is not subject to reduction by reference to payout of or production penalty on any Well or otherwise through any right or interest granted by, through or under Vendor or any Affiliate thereof or of which Vendor or any Affiliate thereof has knowledge;
(iv) neither Vendor nor any Affiliate thereof has committed any act or omission whereby the interest of Vendor in any material part or portion of the Assets or the interest of the Gold Creek Partnerships’ interest in any material part or portion of the Gold Creek Partnerships Assets may be cancelled or determined;
(v) the interest of Vendor in and to the Facilities is as set forth in Schedule E, and Vendor is entitled to the use of a capacity ownership equivalent to its interest in the Facilities free and clear of any capital or similar fees or charges; and
(vi) all trust agreements relating to the Assets or the Gold Creek Partnerships Assets are described in Schedule A;

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Title to Inception Shares . As of the date hereof, there are [ number of issued and outstanding shares redacted ] in the capital of Inception issued and outstanding. Vendor is the registered and beneficial owner of the Inception Shares, with good and marketable title thereto, and the Inception Shares will be conveyed to Purchaser free and clear of all liens, encumbrances, security interests and other Third Party Claims and interests of any nature whatsoever. The completion of the sale and transfer of the Inception Shares in accordance with the provisions of this Agreement does not constitute a default under, or result in a contravention or breach of: (i) any judgment, decree, order, law, statute, rule or regulation applicable to Vendor or any Affiliate thereof; or (ii) any agreement or instrument to which Vendor or any Affiliate thereof is a party or by which any of them is bound. No Third Party consents, approvals or authorizations of any nature are required to be obtained in connection with the sale of the Inception Shares to Purchaser. Vendor has full right, power and authority to sell and deliver the Inception Shares;
Quiet Enjoyment. Subject to the Permitted Encumbrances, and the rents, covenants, conditions and stipulations in the Leases on the lessee’s or holder’s part thereunder to be paid, performed and observed, from and after the Closing Date:
(i) Purchaser shall be entitled to for the remainder of the term of the Leases, take possession of and use the Assets for its own use and benefit without any interruption by Vendor or any Affiliate thereof or any Person claiming by, through or under Vendor or any Affiliate thereof; and
(ii) the Gold Creek Partnerships shall be entitled to for the remainder of the term of the Leases, take possession of and use the Gold Creek Partnerships Assets

for their own use and benefit without any interruption by the Gold Creek Partnership Entities or any Affiliate thereof or any Person claiming by, through or under any Gold Creek Partnership Entities or any Affiliate thereof;

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Compliance with Leases and Agreements . There has been no act or omission whereby Vendor or any Affiliate thereof is, or would be, in material default under the Regulations to the extent applicable to the Assets or the Gold Creek Partnerships Assets, or any of the Title and Operating Documents or other agreements relating to the Assets or Gold Creek Partnerships Assets, and neither Vendor nor any Affiliate of Vendor has received written notice of a material default or purported material default under any of the Title and Operating Documents that remains outstanding;
Taxes and Royalties Paid. All royalties and all ad valorem, property, production, severance and similar Taxes and assessments based on or measured by the ownership of property or the production of Petroleum Substances, or the receipt of proceeds therefrom, payable in respect of the Assets prior to the Closing Time have been fully paid and discharged or will be paid by Vendor upon coming due prior to the Closing Time;
Residency . Vendor is not a “non-resident” of Canada within the meaning of the Tax Act;
Tax Matters . With respect to Taxes of the Gold Creek Partnership Entities, except as disclosed in Schedule R:
(i) each of the Gold Creek Partnership Entities has, or has caused to be, duly and timely paid, deducted, withheld, collected and remitted to each applicable Governmental Authority, all Taxes which it is required to pay, deduct, withhold, collect or remit, and has, or has caused to be, made adequate and timely installments of Taxes required to be made and has paid all assessments and reassessments it has received in respect of Taxes. Each of the Gold Creek Partnership Entities has, or has caused to be, provided full and adequate provision in the financial statements for all Taxes for periods to which they relate which are not yet due and payable. No deficiency with respect to the payment of any taxes has been asserted against any of the Gold Creek Partnership Entities;
(ii) each of the Gold Creek Partnership Entities has filed or caused to be filed with the appropriate Governmental Authority, within the times and in the manner prescribed by Regulations, all Tax Returns which are required to be filed by or with respect to it and all such Tax Returns are correct and complete in all material respects and accurately reflect all Liabilities for Taxes of the Gold Creek Partnership Entities for the periods covered thereby;
(iii) no discussion, claim, examination, investigations, proceedings, audit, assessment or administrative or judicial proceeding regarding any of the Tax Returns or any Taxes of or with respect to any of the Gold Creek Partnership Entities are currently in progress, pending or have been proposed in writing or, to the knowledge of Vendor, have been threatened, and no claim, assessment or levy for Taxes has been made against any of the Gold Creek Partnership Entities that has not been satisfied by payment or that has not been otherwise withdrawn. To Vendor’s knowledge, no event has occurred or circumstance exists which would reasonably be expected to give rise to or serve as a valid

basis for the commencement of any such proceeding, Claim, demand, investigation or audit;

(iv) no Gold Creek Partnership Entity is a party to, is bound by or has any obligation under any Tax allocation, Tax sharing, Tax indemnity or similar agreement, arrangement or understanding nor have any of the Gold Creek Partnership Entities provided, or caused to be provided, any undertaking to, any Person pursuant to which it has assumed liability for the payment of Taxes owing by such Person;
(v) none of the Gold Creek Partnership Entities will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any reserve claimed under the Tax Act or any applicable provincial legislation for any amount which otherwise would have been included in, or excluded from any item of deduction from, the computation of income of such Gold Creek Partnership Entity for any period ending on or before the Closing Date;
(vi) for all transactions between a Gold Creek Partnership Entity and any nonresident Person with whom the relevant Gold Creek Partnership Entity was not dealing at arm’s length for the purposes of the Tax Act during a taxation year ending on or before the Closing Date or that includes the Closing Date, the relevant Gold Creek Partnership Entity has, or has caused to be, made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act;
(vii) no Gold Creek Partnership Entity has, or has caused to be, applied for, claimed or received a refund of Tax (or amount deemed for purposes of the Tax Act to be an overpayment of Tax) to which it was not entitled pursuant to Regulations;
(viii) none of sections 67, 69, 78, 79, 80 to 80.04, 160 or 191.3, inclusive, of the Tax Act or the equivalent provisions of any comparable legislation of any province or territory of Canada have applied or will apply at any time up to and including the Closing Date to a Gold Creek Partnership Entity and no Gold Creek Partnership Entity has been subject to the interest deduction limitation set forth in subsection 18(4) of the Tax Act;
(ix) Inception is, and since its incorporation has been, a “taxable Canadian corporation” as defined in the Tax Act with a taxation year end for the purposes of the Tax Act of December 31;
(x) each of the Gold Creek Partnerships is, and since its formation has been, a “Canadian partnership” as defined in the Tax Act with a taxation year end for the purposes of the Tax Act of December 31;
(xi) none of the Gold Creek Partnership Entities have, or have caused, the filing of an election to report its Canadian tax results (as defined in the Tax Act) in a currency other than Canadian currency;
(xii) each Gold Creek Partnership Entity is duly registered under Subdivision D of Division V of Part IX of the Excise Tax Act (Canada) for GST purposes and all input tax credits claimed by a Gold Creek Partnership Entity for GST purposes

have been, or have been caused to be, proper, correctly calculated and documented in accordance with Regulations;

(xiii) each of the Gold Creek Partnership Entities has duly and timely collected, or caused to be collected, all amounts on account of any sales or Transfer Taxes, including GST, harmonized sales tax and provincial or territorial sales taxes, required by Regulations to be collected by it and has duly and timely remitted, or caused to be remitted, to the appropriate Tax Authority any such amounts required by Regulations to be remitted by it.
(xiv) the “adjusted cost base” and “at risk amount”, each as defined in the Tax Act, of the partnership units in the Gold Creek Partnerships held by Vendor prior to the Gold Creek Reorganization, as of January 1, 2023 was as follows:
(A) Gold Creek Drilling Fund #1 Limited Partnership: [ adjusted cost base and at risk amount redacted ], respectively; and
(B) Gold Creek Drilling Fund #2 Limited Partnership: [ adjusted cost base and at risk amount redacted ], respectively;
(xv) the adjusted cost bases, as defined in the Tax Act, of the units of the Gold Creek Partnerships held by Inception as of January 1, 2023 is [ adjusted cost bases amount redacted ]; and
(xvi) none of (i) the limited partnership interests in the Gold Creek Partnerships, (ii) the interests in the Gold Creek Partnerships held by Inception as general partner or (iii) the Gold Creek Partnerships, are, or are required to be, registered as a “tax shelter”, as defined in subsection 237.1(1) of the Tax Act;

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Finders’ Fees . Neither Vendor nor any Affiliate has incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the sale of the Assets for which Purchaser will have any obligation or liability;
Proceedings . No proceedings, actions, lawsuits or arbitration in respect of a Claim have been commenced against Vendor or any Affiliate thereof, nor, to the knowledge of Vendor, have any proceedings, actions, lawsuits or arbitrations in respect of a Claim been threatened against Vendor, any Affiliate thereof or any Third Party, that relate to the Assets, the Gold Creek Partnerships Assets or the Transaction which might result in the impairment, reduction or loss of the interest of Vendor in and to any of the Assets or which would reasonably be expected to be material;
Prepaid Obligations . Neither Vendor nor any Affiliate thereof is obligated by virtue of a prepayment, gas balancing, or other arrangement under any contract to make any production payment or to deliver Petroleum Substances produced from the Assets or the Gold Creek Partnerships Assets to any Third Party at some future time without receiving in due course (and being entitled to retain) full payment therefore at current market prices or contract prices;
Right of First Refusal . None of the interest of Vendor in and to the Assets or the interest of the Gold Creek Partnerships in and to the Gold Creek Partnerships Assets is subject to any Right of First Refusal that becomes operative by virtue of the Transaction contemplated under this Agreement or by virtue of the Gold Creek Reorganization, except as disclosed in Schedule C;

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Area of Mutual Interest . None of the Assets or the Gold Creek Partnerships Assets are subject to or are in part comprised of an agreement which provides for any area of mutual interest or area of exclusion;
Financial Commitments . Except in connection with the AFEs set forth in Schedule H and the Capital Budget, there are no financial commitments of Vendor or any Affiliate thereof pertaining to the Assets or the Gold Creek Partnerships Assets under which individual expenditures in excess of [ individual expenditure limit redacted ], or aggregate expenditures in excess of [ aggregate expenditure limit redacted ], which are due as of the date hereof or which may become due by virtue of matters occurring or arising prior to the date hereof, other than usual operating expenses incurred in the normal conduct of operations;
Material Contracts . Schedule G is a complete list of all of the Material Contracts;
Tangibles . The Tangibles operated by Vendor are in good and operable condition, reasonable wear and tear accepted and to Vendor’s knowledge, the Tangibles operated by Third Parties, if any, are in all material respects in good and operable condition. No tangible property (whether depreciable or not) that would otherwise form part of the Tangibles has been removed from its location since March 11, 2023, except for a compressor [ compressor description redacted ] from [ well description redacted ] and a compressor [ compressor description redacted ] from [ well description redacted ]. None of the Tangibles are subject to any lease, sale-leaseback or other similar arrangements, other than as expressly set forth in Schedule F, except if terminable on thirty one (31) days’ notice or less without penalty. All construction, installation, abandonment or decommissioning conducted by Vendor or any Affiliate, and to Vendor’s knowledge, conducted by Third Parties, on or in respect of any material Tangibles, was carried out in accordance with, in all material respects, the Regulations and then prevailing generally accepted oil and gas practices;
Wells . Each Well that was drilled, completed, abandoned and/or operated by Vendor, whether producing, shut-in, injection, disposal or otherwise, was drilled by Vendor and, if completed, abandoned or operated, was completed, abandoned and/or operated by Vendor, as applicable, in accordance with, in all material respects, the Regulations and the then prevailing generally accepted oil and gas field practices in Western Canada and to the extent any Well was drilled, completed, abandoned and/or operated by Third Parties, this representation and warranty is given to the knowledge of Vendor;
Permits. In respect of the Assets or Gold Creek Partnerships Assets that are operated by Vendor, Vendor holds all Permits and similar rights and privileges that are required and necessary under the Regulations to construct, operate and maintain the Assets and the Gold Creek Partnerships Assets as presently operated;
Take or Pay Obligations . Except as set forth in the Material Contracts, there are no Take or Pay Obligations affecting the interests of:
(i) Vendor in and to the Assets or which form part thereof; or
(ii) the Gold Creek Partnerships in and to the Gold Creek Partnerships Assets or which form part thereof;

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Environmental Matters . Neither Vendor nor any Affiliate has received, nor does it have knowledge of:

(i) any orders or directives under any Regulation which relates to Environmental Liabilities or any environmental matter and which requires any work, repairs, construction or capital expenditures with respect to the Assets or the Gold Creek Partnerships Assets, where such orders or directives have not been complied with in all material respects; or
(ii) any demand or notice issued under any Regulation or by a Third Party with respect to the breach of any Environmental, health or safety laws applicable to the Assets or the Gold Creek Partnerships Assets, including any Regulation respecting the use, storage, treatment, transportation or disposition of Environmental contaminants, which demand or notice remains outstanding in any material respect at the date hereof,

nor is it aware of any fact or circumstance that could reasonably be expected to lead to the issuance of any such order, directive, demand or notice;

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Employees and Contractors .

[ Representations and warranties regarding employment and contractor matters redacted]

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Offset Obligations . As of the date hereof, neither Vendor nor any Affiliate thereof has received any notice from, or on behalf of the applicable lessor that a Lease is subject to an offset obligation, including an unsatisfied obligation to drill a well or surrender rights or an obligation to pay compensatory royalties other than such obligations that have been satisfied or have been permanently waived;
No Drilling Obligations . As of the date hereof and to the knowledge of Vendor, neither Vendor nor any Affiliate thereof is subject to any outstanding obligations to drill or participate in the drilling of any wells upon the Lands the aggregate cost of which would exceed [ aggregate cost limit redacted ], except as set out in [third party agreement reference redacted ];
No Limit on Production . Except for production limits of general application in the oil and gas industry in Western Canada, none of the Wells are subject to production limitations or similar restrictions imposed by the Title and Operating Documents or by any Regulation;
Regulatory Transfer Requirements . Vendor is registered with the AER and meets all of the qualifications under the Regulations to hold and transfer the Permits for the Assets (for which Vendor is the licensee), as applicable. Vendor knows of no circumstance that is unique to Vendor that would cause the AER to not approve the transfers of the Permits to Purchaser or to impose conditions or restrictions in connection therewith;
Financial Capacity . Vendor has and will continue to have at all applicable times after Closing, sufficient financial capacity to satisfy in a timely manner all of its Liabilities and obligations which may arise under or in connection with this Agreement or the Transaction, including under Article 16;
No Bankruptcy/Insolvency . Vendor is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada ) and is able to pay its debts as and when they fall due, it has not stopped or suspended, or threatened to stop or suspend,

payments of all or any of its debts, it has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no resolution has been passed by its board of directors for the winding up or dissolution of it and no proceedings have occurred, or to its knowledge, been threatened, for the purpose of winding it up or dissolving it and no petition for a receiving order, windingup or dissolution has been presented in respect of it and there are no circumstances justifying such a petition or other process. It has not initiated proceedings with respect to a compromise or arrangement with its creditors or for the assignment of any of the Assets for the benefit of its creditors or for the winding up, liquidation or dissolution of it. No receiver or interim receiver, receiver-manager, monitor, judicial manager, liquidator, administrator, trustee or like official has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any material part of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing;

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Due Diligence. Vendor has made commercially reasonable efforts to ensure that the Disclosed Information contain the data and information reasonably necessary to ensure that the data and information included in the Disclosed Information is not misleading in any material respect;
Representations and Warranties Relating to the Gold Creek Partnership Entities. With respect to the Gold Creek Partnership Entities:
(i) Organization and Good Standing . Each of the Gold Creek Partnership Entities:
(A) has been duly organized or created, is validly existing and is in good standing under the Regulations of its jurisdiction of formation or creation and has all requisite corporate or similar power and authority to own and operate its properties and other assets and to carry on its business as presently conducted; and
(B) is qualified to do business and is in good standing in each jurisdiction where the ownership or operation of its properties or other assets or conduct of its business requires such qualification;
(ii) Capitalization . Except as otherwise specified in Schedule N, Schedule N sets forth a complete and accurate list of all of the issued and outstanding shares, partnership units or other equity (whether voting or non-voting) interests of each of the Gold Creek Partnership Entities, including the number and class of such interests and the ownership thereof (including, for greater certainty, the identity of all limited partners of the Gold Creek Partnerships). All of the outstanding shares, partnership units or other equity or voting interests of the Gold Creek Partnership Entities held by Inception and the Vendor have been duly authorized, fully paid and are validly issued. Except as set forth in Schedule N, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments under which any of the Gold Creek Partnership Entities are or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or dispose of, any shares, partnership units or other equity or voting interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares, partnership units or other equity or voting interests, or affect the

transferability of any shares, partnership units or other equity or voting interests, of any of the Gold Creek Partnership Entities, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth in Schedule N, the shares, partnership units or other equity or voting interests in the Gold Creek Partnership Entities are not subject to any voting trust agreement or similar arrangement relating to the voting of such shares, partnership units or other equity or voting interests.

(iii) No Subsidiaries . Except as set forth in Schedule N, none of the Gold Creek Partnership Entities owns, either directly or indirectly, any shares, partnership units or other equity or voting interests in any Person.
(iv) Solvency . There is no bankruptcy, insolvency, reorganization or receivership proceeding before any Governmental Authority pending against, being contemplated by or, to the knowledge of Vendor, threatened against any of the Gold Creek Partnership Entities.
(v) No Proceedings . There is no civil, criminal or administrative action, suit or proceeding pending before any Governmental Authority or, to the knowledge of Vendor, any claim threatened against any of the Gold Creek Partnership Entities, and there is no action, suit or proceeding commenced by any of the Gold Creek Partnership Entities pending before any Governmental Authority or any claim threatened by any of the Gold Creek Partnership Entities against any other Person.
(vi) No Undisclosed Indebtedness or Liabilities. None of the Gold Creek Partnership Entities have any Indebtedness or other Liabilities or off-balance sheet arrangements (including capital lease obligations), other than, in each case, (A) as has been reflected, reserved against or otherwise disclosed in the Vendor Financial Statements, (B) incurred in connection with this Agreement or the Transaction, or (C) as would not, individually or in the aggregate, be material to such Gold Creek Partnership Entities.
(vii) Compliance with Laws; Permits .
(A) Each of the Gold Creek Partnership Entities (I) is in material compliance with all Regulations applicable to such Gold Creek Partnership Entities or its business, properties or assets; and (II) has all Permits required to conduct its business and operations as currently being conducted.
(B) None of the Gold Creek Partnership Entities has committed, nor has it received any written notice alleging, any material violation under any applicable Regulation or Permit held by a Gold Creek Partnership Entities and there are no investigations, reviews or proceedings pending or, to the knowledge of Vendor, threatened by or before any Governmental Authority relating to any alleged violation of any Regulations or the terms of any Permit arising out of the operations of any Gold Creek Partnership Entities, other than, in each case, claims, investigations or allegations that have been resolved, withdrawn or abandoned.

(C) The consummation of the Transaction will not result in the cancellation, suspension or termination, or otherwise require modification, of any material Permit held by any of the Gold Creek Partnership Entities.
(viii) Required Authorizations . There is no requirement for any of the Gold Creek Partnership Entities to make any filing with, give any notice to, or obtain any consent or authorization of, any Governmental Authority as a result of or in connection with, or as a condition to the lawful completion of, the Transaction.
(ix) No Conflict with Contracts . The consummation of the Transaction as contemplated by this Agreement will not, to the knowledge of Vendor, result in a breach or violation of, or conflict with, any Material Contract or agreement to which any of the Gold Creek Partnership Entities is a party; or result in or give any Person the right to seek or to cause the termination, cancellation, amendment or renegotiation of any Material Contract to which a Gold Creek Partnership Entity is a party.
(x) No Employees . None of the Gold Creek Partnership Entities have any employees, contractors or consultants.

5.2 Limitation of Representations and Warranties

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Vendor makes no representations or warranties of any kind or nature, express or implied, at law or in equity except as expressly set forth in Section 5.1 and in particular, and without limiting the generality of the foregoing, Vendor hereby expressly negates and disclaims, and shall not be liable for, any and all representations or warranties which may have been made or alleged to have been made in any other document or instrument or in any statement or information made or communicated to Purchaser or its Representatives in any manner, except for those expressly set forth in Section 5.1.

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Except for the representations and warranties expressly set forth in Section 5.1, Purchaser hereby waives and Vendor hereby expressly negates and disclaims, and shall not be liable for, any representations or warranties made or alleged to have been made to Purchaser or its Representatives with respect to any of the following matters:
(i) any information provided in the Data Room or any circumstance otherwise known by Purchaser prior to the execution of this Agreement;
(ii) the value of the Assets or the future cash flow therefrom;
(iii) the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled or unitized therewith;
(iv) the quality, condition, fitness for any particular purpose or merchantability of any Tangibles;
(v) the Environmental condition of the Lands or any lands pooled or unitized therewith or any Surface Rights or any Environmental Liabilities;
(vi) the effectiveness, standing or condition of any Miscellaneous Interests
(vii) any engineering or geological information or interpretations thereof or any economic evaluations;

(viii) title to the Assets; or
(ix) any Liabilities or Claims related to the Assets.

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In acquiring the Assets, Purchaser acknowledges and confirms that except as expressly provided in this Agreement: (i) it will accept the Assets on the basis that the Assets are on an “as is-where is” basis without representation and warranty; (ii) it has performed its own due diligence and it has not relied on any data, information, statement or advice provided to Purchaser or its Representatives by Vendor or its Representatives; and (iii) in agreeing to enter into and to consummate the transactions contemplated hereby, it has relied on its own inspections and evaluations of the Assets and the Environmental Liabilities.

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Except for Purchaser’s rights under this Agreement, Purchaser on its own behalf and on behalf of the Purchaser Indemnified Persons, hereby waives all Claims, rights and remedies whatsoever (whether now existing or hereafter arising and including all common law, tort, contractual, equitable and statutory rights and remedies except as a result of fraud) that Purchaser or any Purchaser Indemnified Person may now or at any time in the future have against Vendor or any of the Vendor Indemnified Persons in respect of the Assets or the transactions to be effected pursuant to this Agreement, or any representations or statements made, or information or data furnished, to Purchaser or any of its Representatives in connection herewith or otherwise (whether made or furnished by Vendor or any of its Representatives or Third Parties and whether made or furnished orally or by electronic, faxed, written or other means).

5.3 Representations and Warranties of Purchaser

Purchaser makes the following representations and warranties to Vendor:

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Standing . Purchaser is, and at the Closing Date shall continue to be, a general partnership that is duly organized, valid and subsisting, registered to carry on business in the Province of Alberta and registered to carry on business in the jurisdiction(s) where the Assets are located;

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Requisite Authority . CPEC, as managing partner of Purchaser, has the requisite capacity, power and authority to, for and on behalf of Purchaser, enter into and execute this Agreement and the agreements and instruments required by this Agreement to be delivered by Purchaser, and to cause Purchaser to perform its obligations hereunder and thereunder;

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No Conflict . The execution and delivery of this Agreement and, provided that the Competition Act Approval is obtained, the completion of the sale of the Assets in accordance with the terms of this Agreement are not and will not be in violation or breach of, or be in conflict with:
(i) any term or provision of the constating documents of Purchaser including bylaws or other governing documents of Purchaser;
(ii) any agreement, instrument, permit or authority to which Purchaser is a party or by which Purchaser is bound; or
(iii) any Regulation, judicial order, award, judgment or decree applicable to Purchaser or the Assets;

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Execution and Enforceability . Purchaser has taken all actions necessary to authorize the execution and delivery of this Agreement, and, as of the Closing Date, Purchaser shall have taken all actions necessary to authorize and complete the purchase of the Assets in accordance with the provisions of this Agreement. This Agreement has been validly executed and delivered by Purchaser, and this Agreement does constitute, and all other documents executed and delivered on behalf of Purchaser hereunder shall constitute valid and binding obligations of Purchaser enforceable in accordance with their respective terms and conditions, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except that rights of indemnity and contribution contained in this Agreement or any such other agreements may be limited under Regulations;
Finders’ Fee . Purchaser has not incurred any obligation or liability, contingent or otherwise, for broker’s or finder’s fees in respect of its purchase hereunder for which Vendor will have any obligation or liability;
Regulatory Transfer Requirements . CPEC is authorized by Purchaser to receive a transfer of the licenses issued by the AER in relation to the Assets, as such transfer is provided for in this Agreement. CPEC is registered with the AER and meets all of the qualifications under the Regulations to accept a transfer of and hold the licenses for the Assets (for which Vendor is the licensee), as applicable, at Closing. Purchaser knows of no circumstance that is unique to CPEC that would cause the AER to determine that CPEC is not eligible to acquire or hold licenses for the Assets under any of the Regulations;
Financial Capacity . Purchaser has sufficient cash, available lines of credit or other sources of immediately available fund to enable Purchaser to make payment of the Purchase Price at the Closing Time and any other amounts to be paid by it hereunder;
Investment Canada Act . Purchaser is not a “non-Canadian” person within the meaning of the Investment Canada Act;
Acquiring as Principal . Purchaser is acquiring the Assets as principal and not on behalf of any Third Party;
Inception Shares . Purchaser understands that the Inception Shares are being sold on a “private placement basis” and as such are not listed on any stock exchange or quoted on any trade reporting system. Purchaser understands the Inception Shares are being sold under an exemption from the requirements of Applicable Securities Laws relating to the filing of a prospectus;
No Bankruptcy/Insolvency . Purchaser is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada ) and, is able to pay its debts as and when they fall due, it has not stopped or suspended, or threatened to stop or suspend, payments of all or any call of its debts, it has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no resolution has been passed by its board of directors for the winding up or dissolution of it and no proceedings have occurred, or to its knowledge, been threatened, for the purpose of winding it up or dissolving it and no petition for a receiving order, winding-

up or dissolution has been presented in respect of it and there are no circumstances justifying such a petition or other process. It has not initiated proceedings with respect to a compromise or arrangement with its creditors or for the assignment of any of the Assets for the benefit of its creditors or for the winding up, liquidation or dissolution of it. No receiver or interim receiver, receiver-manager, monitor, judicial manager, liquidator, administrator, trustee or like official has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any material part of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing.

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No Lawsuits or Claims . As of the date of this Agreement, it has not received notice of any Claims in existence, contemplated, nor, to its knowledge, pending or threatened against it to seek to prevent the consummation of the Transaction.

ARTICLE 6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

6.1 Survival of Representations and Warranties

Except where a time is specified therein, the representations and warranties in Article 5 shall be true as of the date hereof and at the Closing Date (except to the extent given in respect of a particular date, in which case such representation and warranty need only be true as of such date), and such representations and warranties shall continue in full force and effect and shall survive the Closing for the benefit of the Party for which such representations and warranties were made provided that no Claim shall be commenced by a Party with respect to a breach of any such representation or warranty or indemnification under Article 16 in respect thereof, unless, prior to expiry of the Survival Period, written notice specifying such breach in reasonable detail has been provided by the claiming Party, and each Party waives any rights it may have at law or otherwise to commence a Claim for breach of representation or warranty or indemnification under Article 16 in respect thereof after that period. Nothing in this Agreement will preclude Vendor from offering as a possible defence that Purchaser did not, in fact, rely to its detriment on the representation or warranty alleged by it to have been breached.

6.2 No Merger

The representations and warranties in Article 5 shall be deemed to apply to all assignments, conveyances, transfers and other documents conveying any of the Assets from Vendor to Purchaser. There shall not be any merger of any such representations or warranties in such assignments, conveyances, transfers or other documents, notwithstanding any rule of law, equity or statute to the contrary, and all such rules are hereby waived.

ARTICLE 7 MAINTENANCE OF BUSINESS AND OTHER COVENANTS

7.1 Operations

From the date hereof until Closing, Vendor shall directly or indirectly cause the following actions to be taken in respect of the Gold Creek Partnership Entities, Assets and the Gold Creek Partnerships Assets:

(a) maintain the Assets and the Gold Creek Partnerships Assets in a prudent manner in accordance with generally accepted oil field practices and the Regulations, including conducting operations or incurring expenses pursuant to those AFEs set forth in Schedule H (without the requirement to obtain the prior consent of Purchaser);

(b) adhere to the Capital Budget, provided that Vendor will not be in breach of this covenant to the extent field operations in respect of the Assets are restricted or curtailed as a result of weather or ordinary course industry conditions beyond the control of Vendor;
(c) comply with all of its obligations with respect to the Assets and the Gold Creek Partnerships Assets under the Title and Operating Documents, will pay when due all expenses and other amounts payable in respect of the Assets and Gold Creek Partnerships Assets and will maintain any insurance it holds respecting the Assets and Gold Creek Partnerships Assets, provided that Vendor will not be required to obtain additional insurance respecting the Assets or the Gold Creek Partnerships Assets;
(d) notify Purchaser promptly in the event of any events or circumstances that arise in connection with an Asset, Gold Creek Partnership Entity or Gold Creek Partnerships Asset that could reasonably be expected to create material liability to Purchaser or a Gold Creek Partnership Entity following Closing;
(e)
work cooperatively with Purchaser to:
(i) familiarize Purchaser with the technical operation of the Assets and the Gold Creek Partnerships Assets and ensure an orderly transition of operatorship of the Assets and the Gold Creek Partnerships Assets to Purchaser as of the Closing Time, in accordance with the Regulations; and
(ii) coordinate and submit applications for the extensions of any Leases that may be expiring on or before the Outside Date;
(f) not terminate the employment of any Employee without cause, and not approve or grant any increase in compensation or remuneration, or otherwise alter or amend any terms of employment or engagement, of any Employee or Independent Contractor except in the ordinary course of business consistent with past practices of Vendor, in accordance with the terms of any written contract with any Employee or Independent Contractor or as required by Regulations;
(g) cause Inception to be managed and operated in the usual and ordinary course of business consistent with past practice, and cause Inception to not, without prior written consent of Purchaser:
(i) amend any of its constating documents;
(ii) issue, distribute, grant, sell, pledge or agree to issue, distribute, grant, sell or pledge any securities, including exercisable or convertible securities, except in accordance with the Transaction as contemplated by this Agreement;
(iii) redeem, purchase or otherwise acquire, or split, consolidate, combine, reclassify or reorganize, any of its securities;
(iv) adopt or approve any plan or resolutions providing for any liquidation, dissolution, merger, consolidation or reorganization of Inception;
(v) pursue, solicit or complete any corporate acquisition, disposition, amalgamation, merger or arrangement, or enter into any agreement or arrangement to do any of the foregoing, other than as contemplated herein

(including, for greater certainty, the Transaction and the Gold Creek Reorganization);

(vi) cease to be the general partner of any of the Gold Creek Partnerships or take any action in furtherance thereof;
(vii) agree to or enter into any amendments, supplements or amendments and restatements to any of the Limited Partnership Agreements;
(viii) authorize or approve, in its capacity as general partner of each of the Gold Creek Partnerships, any acquisition, disposition, amalgamation, merger, arrangement or similar transaction involving any of the Gold Creek Partnerships, or enter into or execute on behalf of any Gold Creek Partnership any agreement or undertaking to do, or take any other action in furtherance of, any of the foregoing;
(ix) transfer, license, sell, pledge, distribute, dispose of or encumber any of its assets except in furtherance of the Transaction and contemplated by this Agreement;
(x) acquire any assets, other than in connection with the Gold Creek Reorganization;
(xi) take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere with, adversely affect or materially delay the consummation of the Transaction;
(xii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; or
(xiii) with respect to itself or any of the Gold Creek Partnerships: (A) make any new Tax election or change or revoke any existing Tax election, (B) settle or compromise any Tax liability or refund or proceeding relating to Taxes, (C) file any amended Tax Return or claim for refund, or (D) enter into any closing agreement affecting any Tax liability or refund which, in each case, are or could reasonably be expected to be material to the business, financial condition or the results of operations of the Gold Creek Partnership Entities after the Closing;
(h) cause Inception to manage the business, affairs and operations of each of the Gold Creek Partnership Entities in the ordinary course consistent with past practice;
(i) [ Tax related obligations redacted ]
(j) promptly notify Purchaser in writing of any material change (actual, anticipated, contemplated or, to the knowledge of Vendor, threatened, financial or otherwise) in the business, operations, affairs, assets, capitalization, financial condition, rights, privileges or liabilities, whether contractual or otherwise, of Inception, or of any change in any representation or warranty provided by Vendor in respect of Inception, in this Agreement, which change is or would reasonably be expected to be of such a nature to render any representation or warranty misleading or untrue in any material respect and Vendor shall in good faith discuss with Purchaser any change in circumstances

(actual, anticipated, contemplated, or to the knowledge of Vendor, threatened) which is of such a nature that there may be a reasonable question as to whether notice needs to be given to Purchaser pursuant to this Section 7.1(i);

7.2 Administration of Assets

Vendor shall retain the responsibility for administration of the Assets and the Gold Creek Partnerships Assets for all periods of time prior to Closing and, notwithstanding the transfer of the Assets, for the periods of time after Closing as set forth in this Section 7.2. For the purpose of this Section 7.2 the expression “administration” shall mean responsibility for joint venture billing, computation and payment of rents and royalties, filing of production reports with the appropriate Governmental Authorities and other similar administrative activities. It is further understood and agreed that the administration functions described below will be performed by Vendor after Closing as follows:

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unless otherwise directed by Purchaser, Vendor shall pay on behalf of Purchaser all rentals and shut-in royalty payments for Crown and freehold mineral and surface leases which are due and payable on or before the end of the second calendar month following Closing;

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Vendor will be responsible for production accounting for all production months up to and including the production month in which Closing occurs and Purchaser shall be responsible for production accounting for all production months thereafter; and

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Vendor will be responsible for marketing all production from the Assets and Gold Creek Partnerships Assets up to and including the production month in which Closing occurs. Following Closing, Vendor shall market crude oil, natural gas and natural gas liquids on behalf of Purchaser until the last day of the calendar month following the month in which Closing occurs. Vendor shall be entitled to market such production in accordance with its current marketing policies and agreements pertaining to the Assets and Gold Creek Partnerships Assets, if any, provided that it shall not enter into any marketing arrangement having a term exceeding thirty-one (31) days without first obtaining Purchaser’s written consent, such consent not to be unreasonably withheld or delayed. Other than as expressly provided for in this subsection 7.3(c), Purchaser shall be responsible for marketing of production.

If, prior to Closing, the Parties mutually agree that it is desirable for Vendor provide any of the services set forth in this Section 7.2 for a period longer than as specified herein, or that Vendor provide any other or additional transitional services in respect of the administration of the Assets to Purchaser following Closing, the Parties shall use commercially reasonable efforts to negotiate, prior to Closing, the particulars of such services and the terms under which Vendor shall provide them and, if they have done so, the Parties shall, at Closing, enter into a transition services agreement in such form as is mutually acceptable to them, acting reasonably. The resolution of a mutually agreeable transition services agreement shall not be a condition to Closing, nor shall the obligation to negotiate and enter into a transition services agreement be construed as a post-Closing covenant binding on either Party.

7.3 Material Commitments

Until Closing, Vendor will provide to Purchaser promptly after receipt copies of all AFEs, notices and mail ballots that Vendor receives respecting the Assets or the Gold Creek Partnerships Assets and will not, and will cause each of its Affiliates to not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed:

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enter into, initiate, authorize or assume any new obligation or commitment respecting the Assets or the Gold Creek Partnerships Assets, if Vendor’s share of the associated expenditure is estimated to exceed [ expenditure limit redacted ] for any single item or related series of items , or for items which in the aggregate exceed [ expenditure limit redacted ], except:
(i) for amounts that Vendor is committed to expend or is deemed to authorize under the Title and Operating Documents without its specific authorization or approval; or
(ii) to the extent that Vendor reasonably determines that those expenditures or actions are necessary for the protection of life and property, provided that Vendor will promptly notify Purchaser of any such expenditure or action,

and if any such obligation or commitment is entered into or incurred, Vendor shall provide Purchaser with prompt notice in writing thereof, together with reasonable details and the reasons therefor;

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resign or take any action (other than completing the Transaction) which would result in Vendor’s or any of its Affiliates’ resignation or replacement as operator of any of the Assets or the Gold Creek Partnerships Assets for which Vendor or any Affiliate of Vendor is the current operator without Purchaser’s consent;

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sell, transfer, mortgage or otherwise dispose or encumber of any of the Assets or the Gold Creek Partnerships Assets, except for:
(i) sales of Petroleum Substances produced from the Lands reasonably made by Vendor in the ordinary course of business; or
(ii) to the extent required to comply with any Right of First Refusal set forth in Schedule C;

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surrender or abandon any of the Assets or Gold Creek Partnerships Assets except in the ordinary course of business;

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amend in any material manner any of the Title and Operating Documents, other than the Material Contracts which shall not be amended in any manner (in each case other than for processing of assignments by Third Parties in the ordinary course of business), terminate any of the Title and Operating Documents, enter into any new agreement respecting the Assets or the Gold Creek Partnerships Assets or vote on any mail ballot or other similar notice issued under the Title and Operating Documents; or

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subject to Section 7.1 and Section 7.3(a), propose or initiate the exercise of any options arising as a result of ownership of the Assets or the Gold Creek Partnerships Assets (including rights under area of mutual interest provisions and any Right of First Refusal).

7.4 Post-Closing Obligations

Following Closing:

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if and to the extent that Purchaser must be novated into, recognized as a party to, or otherwise accepted as assignee or transferee of Vendor’s interest in the Assets or certain of them, including by way of obtaining any Third Party consents or otherwise be recognized in connection with the Gold Creek Partnerships Assets, including any Title and Operating Documents or other agreements governing or otherwise pertaining to any Assets or the Gold Creek Partnerships Assets or the operation thereof, the following provisions shall apply with respect to the applicable Assets and Gold Creek Partnerships Assets until such novation, recognition or acceptance has occurred:
(i) Vendor shall not initiate any operations, or incur, initiate or authorize any obligations or commitments other than operating costs incurred in the ordinary course of business, with respect to the applicable Assets or Gold Creek Partnerships Assets, other than in accordance with the written directions of Purchaser or if Vendor reasonably determines that such operations are required for the protection of life or property, in which case Vendor may take any actions that it reasonably determines are required in the circumstances, provided that, in such latter case Vendor shall promptly notify Purchaser of such actions and Vendor’s estimate of the costs and expenses associated therewith;
(ii) Vendor shall not do any of those acts or things set forth in Sections 7.3(c) to 7.3(f) inclusive other than in accordance with the written directions of Vendor;
(iii) Vendor shall, in a timely manner, forward to Purchaser all AFEs, notices and other information, documents and correspondence relating to the Title and Operating Documents, the Assets or the Gold Creek Partnerships Assets that it receives and shall respond to such AFEs, notices and other information and documents pursuant to the written instructions of Purchaser, to the extent such instructions are received on a timely basis, provided that, Vendor may, but shall not be obliged to, refuse to follow any such instructions that it reasonably believes to be contrary to Regulation or in conflict with any applicable Title and Operating Document or other agreement by providing written notice to Purchaser to that effect in a timely manner; and
(iv) As soon as reasonably practicable, and in any event no later than thirty (30) days after receipt, Vendor shall deliver to Purchaser all revenues, proceeds and other benefits received by Vendor respecting the Assets and the Gold Creek Partnerships Assets (excluding any such revenues, proceeds or benefits that accrued prior to the Effective Time), less the share of the applicable Crown or lessor royalties, operating costs, treating, processing and transportation expenses and any other out of pocket costs and expenses directly associated with the Assets and the Petroleum Substances produced therefrom or allocated thereto that have been paid or are payable by Vendor and that accrued after the Effective Time and which were not the subject of adjustment in favor of Vendor pursuant to Article 3, and less any reasonable out-of-pocket costs and expenses paid or incurred by Vendor in the discharge of its duties and obligations pursuant to this Section 7.4;

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Vendor, as agent of Purchaser, will deliver to Third Parties all such agreements, notices and other documents as Purchaser may reasonably request, to effect Purchaser’s ownership of the Assets or in connection with the Gold Creek Partnerships Assets, and all money or other items provided in respect thereof;

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if and to the extent that Vendor holds or maintains any Assets and takes actions with respect to any Assets on behalf of Purchaser pursuant to this Section 7.4, then Vendor shall hold the same as bare trustee and be deemed to be the agent of Purchaser in such regard. Except in the event of gross negligence or wilful misconduct of Vendor, Purchaser does hereby and shall ratify all actions taken by Vendor or refrained to be taken by Vendor pursuant to the terms of this Section 7.4 in such capacity, with the intention that all such actions shall be for all purposes deemed to be those of Purchaser; and

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if Vendor participates in any operations or exercises rights or options in respect to any Assets as the agent of Purchaser pursuant to this Section 7.4, then Vendor may require Purchaser to secure the costs to be incurred by Vendor on behalf of Purchaser in respect to such operations or pursuant to such election in such manner as may be reasonably appropriate in the circumstances.

7.5 Indemnity

Provided Closing occurs, Purchaser will be liable to Vendor and the Vendor Indemnified Persons for all Claims, Losses and Liabilities and as a separate and independent covenant, shall indemnify and save harmless Vendor and the Vendor Indemnified Persons from and against all Claims, Losses and Liabilities which may be brought against or suffered by Vendor or any Vendor Indemnified Person or which any one or more of them may sustain, pay or incur, in connection with Vendor’s obligations set out in Section 7.4, unless such Claims, Losses and Liabilities are the result of the gross negligence or willful misconduct of Vendor or any of its Affiliates or Representatives.

7.6 Indication of Ownership/Operatorship

After Closing, Vendor may modify any signs that indicate ownership or operation of the Assets. It shall be the responsibility of Purchaser, where necessary, to forthwith modify erect or install any signs that may be required by Governmental Authorities indicating Purchaser to be the operator of the Assets and to notify other working interest parties, surface owners, gas purchasers, suppliers, contractors and Governmental Authorities of Purchaser’s interests in the Assets.

7.7 Costs

Vendor may require that Purchaser advance or otherwise secure any costs to be incurred by Vendor on behalf of Purchaser under Section 7.4 in such manner as may be reasonably appropriate in the circumstances and in such circumstances, Purchaser shall remit to Vendor the amount so requested promptly on receipt of Vendor’s request therefor.

7.8 Net Billing

Vendor may, from time to time, “net bill” costs, expenses and revenues in respect of the Assets. “Net Billing” is the arrangement whereby Vendor pays properly incurred costs and expenses attributable to the Assets on behalf of Purchaser which have not been included in adjustments made under Article 3, and sets-off such costs and expenses against revenues attributable to the Assets which Vendor receives on behalf of Purchaser.

7.9 Land Data Extract

If requested in writing by Purchaser, as soon as reasonably possible following Closing, the Parties will use commercially reasonable efforts to facilitate the Land Data Extract subject to and in accordance with the following:

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Vendor, acting reasonably and in good faith, will create an electronic project that, in its sole opinion, defines those electronic records that are associated with the Title and Operating Documents (the “ Land Data Project ”);

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Purchaser will be responsible for coordinating the Land Data Extract transfer with P2 Energy Solutions (“ P2 ”), and will be solely responsible for all costs associated therewith;

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Vendor will provide the requisite Land Data Project information and security privileges to P2, to facilitate the transfer, provided Vendor is not required to provide direct access to Vendor’s electronic records to Purchaser;

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Purchaser agrees that the Land Data Project will be used solely for the purpose of setting up electronic records in its computer systems;

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The Parties acknowledge and agree that the Land Data Project is provided to Purchaser on an “as is where is” basis and further, it is expressly acknowledged and agreed that:
(i) Vendor makes no express or implied warranties or representations directly or indirectly to Purchaser or any Third Party in respect of the accuracy, completeness or suitability of use for any purpose of any portion of the Land Data Project;
(ii) Vendor shall have no liability or obligation of any kind or nature to Purchaser, its Representatives or any other recipients or Third Parties, in respect of the Land Data Project, including any use thereof or reliance thereon;
(iii) the provision of the Land Data Project by Vendor is not any form of title or other warranty in respect of any of the Assets or Gold Creek Partnerships Assets or information or data pertaining thereto; and
(iv) the provision of such information or data by Vendor pursuant hereto shall not provide Purchaser with any rights or causes of action in respect thereof, nor provide any additional right or remedy with respect to any breach of any representation or warranty by Vendor, and Purchaser hereby specifically releases Vendor therefrom for any and all purposes.

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Notwithstanding the foregoing, in the event the Land Data Project contains records that are not associated with the Assets or the Gold Creek Partnerships Assets (“ NonAsset Data ”). Purchaser agrees to delete all such Non-Asset Data as soon as reasonably possible upon:
(i) discovering any Non-Asset Data; or
(ii) receipt of any notice thereof from Vendor.

7.10 Accounting Data Extract

As soon as reasonably possible following Closing, the Parties will use commercially reasonable efforts to facilitate the completion of the Accounting Data Extract subject to and in accordance with the following:

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Vendor, acting reasonably and in good faith, will create an electronic project that, in its sole opinion, defines those electronic accounting records that are associated with the Title and Operating Documents (the “ Accounting Project ”), which shall be comprised of the following;
(i) cost center master files including production accounting well / royalty set up data;
(ii) land vendor data (if not captured electronically in the Land Data Extract);
(iii) AFEs; and
(iv) information relating to all payout files;

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Purchaser will be responsible for coordinating the Accounting Data Extract transfer and will be solely responsible for all costs associated therewith;
Purchaser agrees that the Accounting Project will be used solely for the purpose of setting up electronic records in its computer systems;
the Parties acknowledge and agree that the Accounting Project is provided to Purchaser on an “as is where is” basis. Further, it is expressly acknowledged and agreed that:
(i) Vendor makes no express or implied warranties or representations directly or indirectly to Purchaser or any Third Party in respect of the accuracy, completeness or suitability of use for any purpose of any portion of the Accounting Project;
(ii) Vendor shall have no liability to Purchaser, its Representatives or any other recipients or Third Parties, in respect of the Accounting Project, including any use thereof or reliance thereon;
(iii) the provision of the Accounting Project by Vendor is not any form of title or other warranty in respect of any of the Assets or Gold Creek Partnerships Assets or information or data pertaining thereto; and
(iv) the provision of such information or data by Vendor pursuant hereto shall not provide Purchaser with any rights or causes of action not otherwise available under the Regulations or this Agreement in respect thereof, nor provide any additional right or remedy with respect to any breach of such representation or warranty by Vendor, and Purchaser hereby specifically releases Vendor therefrom for any and all purposes.

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Notwithstanding the foregoing, the Parties acknowledge that the Accounting Project may contain Non-Asset Data. Purchaser agrees to delete all such Non-Asset Data as soon as reasonably possible upon:
(i) discovering any Non-Asset Data; or
(ii) receipt of notice thereof from Vendor.

7.11 Vendor’s Additional Covenants

From the date hereof until the Closing Date or termination of this Agreement, except with the prior written consent of Purchaser (such consent not to be unreasonably withheld or delayed) and except as otherwise expressly permitted or specifically contemplated by this Agreement:

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Vendor shall not take any action that would render, or may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to completion of the Transaction or termination of this Agreement, whichever first occurs;

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Vendor shall promptly notify Purchaser in writing of any Material Adverse Effect (actual, reasonably anticipated or, to the knowledge of Vendor, threatened) in its business, operations, affairs, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, of Vendor or of any change in any representation or warranty provided by Vendor in this Agreement which change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect and Vendor shall in good faith discuss with Purchaser any change in circumstances (actual, anticipated, or to the knowledge of Vendor, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to Purchaser pursuant to this Section 7.11(b);

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Vendor shall use its reasonable commercial efforts to satisfy or cause satisfaction of the conditions set forth in Section 10.2 as soon as reasonably possible to the extent that the satisfaction of the same is within the control of Vendor;

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except for proxies and other non-substantive communications with securityholders, Vendor shall furnish promptly to Purchaser and Purchaser’s counsel a copy of each notice, report, schedule or other document delivered, filed or received by Vendor from securityholders or regulatory agencies in connection with: (i) the Transaction; (ii) any filings under Regulations; and (iii) any dealings with regulatory agencies or other Governmental Authorities in connection with the transactions contemplated hereby; and

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Vendor shall make all necessary filings and applications required by any Regulations to be made on the part of Vendor in connection with the action to be taken pursuant to this Section 7.11 and shall take all reasonable action necessary to be in compliance with such Regulations.

7.12 ESTMA

All payments that are to be reported pursuant to ESTMA or similar extractive sector transparency legislation, shall be reported on a cash payment basis. For greater clarity, whichever Party makes the initial reportable payment under ESTMA, bears the obligation for the reporting of such payment.

7.13 Tax Matters

[ Tax related obligations redacted ]

7.14 Gold Creek Reorganization

The Parties agree that the Gold Creek Reorganization shall be completed as close as reasonably practicable to the Closing Date. Vendor shall provide draft copies of all documentation required to effect the Gold Creek Reorganization to Purchaser at least ten (10) Business Days prior to the Closing Date. Purchaser and its advisors shall be provided the opportunity to review and comment on such documentation and Vendor undertakes to work cooperatively with Purchaser and its advisors to incorporate all reasonable changes requested by Purchaser to such documentation. Final copies of all documentation required to effect the Gold Creek Reorganization shall be furnished to Purchaser and the Gold Creek Reorganization shall not be implemented unless and until the Purchaser has confirmed in writing to Vendor its agreement with the form and content of all documentation required for the Gold Creek Reorganization, such confirmation by the Purchaser not to be unreasonably withheld.

7.15 Applicable Securities Laws Requirements

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Vendor shall provide such cooperation, assistance and information within the possession of Vendor relating to the Assets (“ Vendor Information ”) as Purchaser or any of its Affiliates may reasonably request in connection with the preparation and filing of any press release, material change report or other disclosure document, the issuance and form of which is subject to or prescribed and the requirement to file which is triggered by Applicable Securities Laws (collectively the “ Purchaser Disclosure Documents ”); provided that Purchaser has acknowledged that:
(i) the Transaction will not constitute a “significant acquisition” within the meaning of National Instrument 51-102 Continuous Disclosure Obligations and that Purchaser or any of its Affiliates will not require any information specifically contemplated for inclusion in a “business acquisition report”; and
(ii) Purchaser or its Affiliates shall be solely responsible for obtaining a statement of reserves data and other information in respect of the Assets as contemplated by National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and related report of an independent qualified reserves evaluator or auditor in respect thereof as contemplated by such instrument,

and accordingly Vendor Information shall not include any information contemplated by the foregoing subparagraphs (i) and (ii).

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Each Party acknowledges that the other Party or an Affiliate of such Party will be required to file this Agreement on SEDAR, and the Parties agree to consult with each other regarding the redaction of competitively sensitive information or other permitted redactions under Applicable Securities Laws from the filed copy of this Agreement.

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Vendor acknowledges and agrees that any or all of the Purchaser Disclosure Documents may be filed by Purchaser or its Affiliates with various securities regulatory authorities or stock exchanges in accordance with Applicable Securities Laws and, if so filed, will be publicly available on SEDAR.

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Purchaser acknowledges and agrees that the provision by Vendor to Purchaser or its Affiliates of Vendor Information pursuant to this Section 7.15 is made for the sole purpose of allowing Purchaser or its Affiliates, as applicable, to prepare and file the Purchaser Disclosure Documents, and the provision of Vendor Information shall not

be deemed to result in any representation or warranty, or form the basis for any other claim or liability, of Vendor to Purchaser.

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All reasonable Third Party costs associated with the Purchaser Disclosure Documents, preparation and delivery of the Vendor Information or as otherwise incurred by any Party or its Representatives pursuant to the operation of this Section 7.15 shall be borne by Purchaser, and Purchaser shall reimburse Vendor within thirty (30) days of invoice for any such Third Party costs Vendor incurs in connection with same.

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Purchaser will be liable to and, in addition and separately, indemnify Vendor and the Vendor Indemnified Persons against any claims and all losses incurred by them that directly relate to the Purchaser Disclosure Documents (including without limitation any misrepresentation therein), except such losses arising out of or resulting from fraud, negligence or wilful misconduct of Vendor in the provision of Vendor Information pursuant to this Section 7.15.

ARTICLE 8 EMPLOYEES, CONTRACTORS

8.1 Employees

[ Employee and contractor related provisions redacted

8.2 Employee Obligations

[ Employee and contractor related provisions redacted

8.3 Independent Contractors

[ Employee and contractor related provisions redacted ]

ARTICLE 9 PRIVACY

9.1 Communications with Employees

[ Obligations in connection with communications with employees redacted

9.2 Privacy Obligations

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Each Party acknowledges and confirms that the disclosure of Personal Information is necessary for the purpose of determining if the Parties shall proceed with the completion of the Transaction, and that the disclosure of Personal Information relates solely to the carrying on of the business relating to the Assets and the completion of the Transaction.

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In addition to any other obligations of Purchaser with respect to proprietary and/or confidential information, Purchaser warrants and agrees that it shall comply, and shall ensure its Representatives comply, with all applicable privacy Regulations, or any similar Regulations governing the collection, use, disclosure, retention, destruction and/or storage of any Personal Information and without limiting the generality of the foregoing, Purchaser shall use appropriate security measures to safeguard all Personal Information conveyed, transferred or disclosed to it, and to protect it against

accidental or unauthorized access, use, destruction or disclosure. Purchaser shall ensure that access to Personal Information shall be restricted to those Representatives who have a bona fide need to access such information in order to complete the Transaction.

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Without limiting the generality of the foregoing, Purchaser covenants and agrees to:

(i) prior to Closing, collect, use and disclose the Personal Information solely for the purpose of reviewing and completing the Transaction;
(ii) after the completion of the Transaction, collect, use and disclose the Personal Information only for those purposes for which the Personal Information was initially collected from, or in respect of, the individual to which such Personal Information relates (including the Employees), or for the completion of the Transaction, unless (1) Purchaser has first notified such individual of an additional purpose, and where required by law, obtained the consent of such individual to such additional purpose, or (2) such use or disclosure is permitted or authorized by law, without notice to, or consent from, such individual;
(iii) where required by law, promptly notify the individuals to whom the Personal Information relates that Closing has occurred and that the Personal Information has been disclosed to Purchaser;
(iv) immediately and securely return or destroy the Personal Information, at the option of Vendor, should Closing not occur; and
(v) notwithstanding any other provision herein, where the disclosure or transfer of Personal Information to Purchaser requires the consent of, or the provision of notice to, the individual to which such Personal Information relates, to not require or accept the disclosure or transfer of such Personal Information until Vendor has first notified such individual of such disclosure or transfer and the purpose for same, and where required by law, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the Transaction and as authorized or permitted by law.

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Upon request, Vendor shall use commercially reasonable efforts to advise Purchaser of the material purposes for which the Personal Information was initially collected from or in respect of the individual to which such Personal Information relates and of any other material purposes for which the Personal Information was used or disclosed, where Vendor has notified the individual of such additional purpose, and where required by law, obtained the consent of such individual to such use or disclosure.
The provisions of this Section 9.2 shall apply to all Personal Information which has been or is to be disclosed and/or conveyed to Purchaser, its Affiliates and/or any of their Representatives by or on behalf of Vendor as a result of or in conjunction with the Transaction, including all Personal Information disclosed to Purchaser and/or its Affiliates or their Representatives prior to the execution of this Agreement.
The obligations set forth in this Article 9 shall survive the Closing Date indefinitely.

ARTICLE 10 CONDITIONS OF CLOSING

10.1 Vendor’s Conditions

The obligation of Vendor to complete the sale of the Assets to Purchaser pursuant to this Agreement is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions precedent:

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Accuracy of Representations and Warranties . Purchaser’s representations and warranties contained in Section 5.3:
(i) were true in all material respects (without giving effect to any materiality qualifier) when made;
(ii) if not made as of a specified date, have continued to be true in all material respects (without giving effect to any materiality qualifier) as of the Closing Time; and
(iii) if made as of a specified date, were true in all material respects (without giving effect to any materiality qualifier) as of such specified date,

and Purchaser has delivered to Vendor the Purchaser Certificate dated as of the Closing Time signed by Purchaser;

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Performance of Covenants . Purchaser has performed or complied with all covenants contained in this Agreement to be performed or complied with by it at or prior to the Closing Time, in each case, in all material respects, and Purchaser has delivered to Vendor the Purchaser Certificate dated as of the Closing Time signed by Purchaser;

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Competition Act Approval . The Competition Act Approval shall have been received and not have been revoked;

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No Claims . At the Closing Time:
(i) there shall be no order of a court of competent jurisdiction in effect that restrains or enjoins the completion of the transactions contemplated by this Agreement; or
(ii) there shall be no outstanding bona fide Claim by a Third Party which claims material damages from Vendor in connection with the Assets or the transactions contemplated by this Agreement;

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Payment . At the Closing Time, Purchaser shall have duly delivered the payments required pursuant to Section 2.3; and

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Closing Documents . At the Closing Time, Purchaser shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Sections 4.3(b)(ii) and 4.3(b)(iii).

The conditions contained in this Section 10.1 shall be for the sole and exclusive benefit of Vendor and may, without prejudice to any of the rights of Vendor contained in this Agreement (including reliance on or enforcement of the representations, warranties or covenants which are related or similar to, or

deal with, the condition or conditions waived), be waived by Vendor in writing, in whole or in part, at any time.

10.2 Purchaser’s Conditions

The obligation of Purchaser to complete the purchase of the Assets from Vendor pursuant to this Agreement is subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions precedent:

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Accuracy of Representations and Warranties . Vendor’s representations and warranties herein contained:
(i) were true in all material respects (without giving effect to any materiality qualifier) when made;
(ii) if not made as of a specified date, have continued to be true in all material respects (without giving effect to any materiality qualifier) as of the Closing Time; and
(iii) if made as of a specified date, were true in all material respects (without giving effect to any materiality qualifier) as of such specified date,

and Vendor has delivered to Purchaser a Vendor Certificate dated as of the Closing Time signed by Vendor;

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Performance of Covenants . Vendor has performed or complied with all covenants contained in this Agreement to be performed or complied with by it at or prior to the Closing Time, in each case, in all material respects and Vendor has delivered to Purchaser a Vendor Certificate dated as of the Closing Time signed by Vendor;

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Competition Act Approval . The Competition Act Approval shall have been received and not have been revoked;

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No Claims . At the Closing Time:
(i) there shall be no order of a court of competent jurisdiction in effect that restrains or enjoins the completion of the transactions contemplated by this Agreement; or
(ii) there shall be no outstanding bona fide Claim by a Third Party which claims material damages from Purchaser in connection with the Assets or the transactions contemplated by this Agreement;

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Material Adverse Effect . Between the date hereof and the Closing Date, there shall have been no Material Adverse Effect that is continuing, and Vendor has delivered to Purchaser a Vendor Certificate dated as of the Closing Time signed by Vendor;

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Closing Documents . At the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Section 4.3(a); and

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Area of Exclusion and Non-Competition Agreements . The Area of Exclusion and Non-Competition Agreements duly executed by the Vendor Executives shall be in force and unamended as at the Closing Time.

The conditions contained in this Section 10.2 shall be for the sole and exclusive benefit of Purchaser and may, without prejudice to any of the rights of Purchaser contained in this Agreement (including reliance on or enforcement of the representations, warranties or covenants which are related or similar to, or deal with, the condition or conditions waived), be waived by Purchaser in writing, in whole or in part, at any time.

10.3 Efforts to Fulfill Conditions

At all times prior to Closing, Purchaser and Vendor shall proceed diligently, honestly and in good faith and use all commercially reasonable efforts to satisfy and comply with and assist in the satisfaction of and compliance with the conditions precedent set forth in Sections 10.1 and 10.2.

10.4 Termination

This Agreement may be terminated:

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by mutual written consent of Purchaser and Vendor;

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by either Purchaser or Vendor if the Closing Date shall not have occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this subsection 10.4(b) shall not be available to any Party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Closing Date to occur by such date;

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if a condition in Sections 10.1 or 10.2 has not been satisfied on or before the Closing Date and such condition has not been waived in writing by the Party for whose benefit such condition has been included herein, such Party may terminate this Agreement by written notice to the other Party prior to or on the Closing Date, provided that a Party shall not be permitted to exercise or purport to exercise any right of termination pursuant to this Section 10.4(c) if the event or circumstances giving rise to such right is due to a default by such Party and further provided that if any of Vendor’s conditions to Closing in Section 10.1(a), Section 10.1(b) or Section 10.1(e) or Purchaser’s conditions to Closing in Section 10.2(a), Section 10.2(b) or Section 10.2(g) are not satisfied at the Closing Time, Vendor or Purchaser, as applicable, shall provide notice to the Purchaser or Vendor, as the case may be, respecting the non-satisfaction of that Party’s conditions to Closing and the Party receiving such notice will have a period of five (5) Business Days from receipt of notice to cure such breach in order to cause Closing to occur, and the Closing Date and Outside Date will be extended for the shorter of the period of time for the breach to be cured and five (5) Business Days. Vendor, on the one hand, and Purchaser, on the other hand, will, unless permitted by the other Party in its or their discretion, only be permitted to avail themselves of this cure right one time, and this cure right shall not apply to a breach which by its nature cannot be cured within five (5) Business Days;

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by Vendor upon the occurrence of a Vendor Damages Event as provided in Section 2.2(c); or

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by Purchaser upon the occurrence of a Purchaser Damages Event as provided in Section 2.2(d).

In the event of the termination of this Agreement in the circumstances set out in this Section 10.4, the Parties shall be released and discharged from all further obligations hereunder, except with respect to those rights and obligations arising pursuant to or contemplated in Section 2.2, Article 9, Article 14, Section 16.7(g), Section 16.11, , Section 18.1, Section 18.6, Section 18.8, Section 18.11 and Section 18.13, which shall survive such termination. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement, except to the extent specified therein.

ARTICLE 11 COMPETITION ACT APPROVAL

11.1 Competition Act Notification

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Each of the Parties shall promptly furnish to the other such information and assistance as the other Party may reasonably request in order to prepare any notification, application, filing or request to, or response to a request from, the Commissioner or a Governmental Authority in connection with obtaining the Competition Act Approval (excluding competitively sensitive information, which will be provided only to the external legal counsel of the other Party on an external counsel only basis).

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Purchaser shall, subject to Vendor providing such information and assistance as Purchaser and its counsel may reasonably request, make a submission to the Commissioner requesting the issuance of an advance ruling certificate under section 102 of the Competition Act, or in the alternative, confirmation from the Commissioner that he does not at that time intend to make an application under section 92 of the Competition Act in respect of the Transaction and a waiver of the obligation to notify and supply information under Part IX of the Competition Act pursuant to section 113(c) of the Competition Act. Purchaser shall provide Vendor with a reasonable opportunity to review and comment on the submission prior to Purchaser making the submission to the Commissioner. If requested by Purchaser acting reasonably, the Parties shall each file with the Commissioner notifications under Part IX of the Competition Act as soon as practicable and within ten (10) Business Days of such request.

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The Parties shall use commercially reasonable efforts to respond as soon as reasonably possible to any request or enquiry from the Commissioner requiring the Parties, or any one of them, to supply additional information in respect of obtaining the Competition Act Approval.

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All requests and enquiries from or on behalf of the Commissioner or Governmental Authority in respect of obtaining the Competition Act Approval shall be dealt with by the Parties in consultation with each other. Each of Parties shall:
(i) promptly notify the other Party of any material written communications from or on behalf of the Commissioner or Governmental Authority relating to obtaining the Competition Act Approval and provide the other with copies thereof (excluding competitively sensitive information, which will be provided only to the external legal counsel of the other Party on an external counsel only basis);
(ii) permit the other Party an advance opportunity to review and comment upon any proposed material written communications with the Commissioner or Governmental Authority relating obtaining the Competition Act Approval and provide the other Party with final copies thereof (excluding competitively

sensitive information, which will be provided only to the external legal counsel of the other Party on an external counsel only basis); and

(iii) neither of the Parties shall participate in any substantive meeting, communication or discussion (whether in person, by e-mail, by telephone or otherwise) with or before the Commissioner or the Governmental Authority in respect of any filing, review, investigation, request for information or inquiry concerning the Competition Act Approval unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate thereat unless the Commissioner or such Governmental Authority requests otherwise.

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Purchaser and Vendor will cooperate with each other and use their commercially reasonable efforts to obtain the Competition Act Approval, provided however that nothing in this Agreement shall require Purchaser to divest or hold separate, or to take any action or behavioural remedy with respect to the Assets or in respect of any material business or assets of Purchaser or its Affiliates, or that would reasonably be expected to materially reduce the benefits of the Transaction, in each case that may be requested or imposed by any Governmental Authority in order to obtain the Competition Act Approval.

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The applicable filing fee in respect of the Competition Act Approval shall be shared by the Parties equally. Each Party will pay all other costs incurred by it in connection with obtaining the Competition Act Approval.

ARTICLE 12 CONSENTS AND RIGHTS OF FIRST REFUSAL

12.1 Notice

It shall not be necessary for Vendor to obtain prior to Closing, the consent of any Third Party to the disposition of the Assets or portion thereof under a Title and Operating Document to the extent that such consent cannot be unreasonably withheld. If any portion of the Assets is subject to a Right of First Refusal, or if the disposition herein requires the consent or approval of any Third Party, Vendor will promptly serve all required notices following execution of this Agreement (provided for certainty, Vendor is not required to, unless otherwise provided for in this Agreement, serve notices if such consent or approval cannot be unreasonably withheld or delayed by the relevant Third Party) or in the event that a notice requires a value or allocation by Purchaser under Section 12.2, upon receipt of Purchaser’s allocation thereunder. Each such notice will include a request for a waiver of any Right of First Refusal or for the granting of the required consent, as the case may be.

12.2 Valuation

Within five (5) Business Days of execution of this Agreement, Purchaser will supply to Vendor, in good faith and on a reasonable basis, the value or allocation (the “ ROFR Allocation ”) proposed by Purchaser for any of the Assets for which a Right of First Refusal notice is required under this Section 12.2 and Vendor shall use such value or allocation provided by Purchaser.

12.3 Amendments to Assets

If any Third Party validly elects to exercise any Right of First Refusal:

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Vendor will promptly notify Purchaser of that exercise;

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Purchaser will proceed only with the acquisition of those interests in the Assets to which those exercised Third Party Rights of First Refusal do not directly pertain;

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the value and description of the Assets will be amended in accordance with Section 1.7 and subject to the other terms of this Agreement, the Parties will proceed with Closing for those unaffected Assets, with a resultant adjustment of accounts including the Purchase Price as provided for in this Agreement.

12.4 Right of First Refusal Sale Terminated

If a Third Party validly elects to exercise its Right of First Refusal, but the sale of such affected Assets is terminated, Vendor shall sell such Assets and Purchaser shall purchase such Assets forthwith after such Third Party sale is terminated, upon the same terms and conditions as this Agreement, provided that it shall be in Purchaser’s discretion whether to complete such purchase if same would occur more than six (6) months after the Closing Time.

12.5 Purchaser Indemnity

Purchaser shall be liable to and, as a separate and independent covenant, shall indemnify and save harmless Vendor and the Vendor Indemnified Persons from and against all Losses and Liabilities arising out of, or attributable to, Purchaser’s ROFR Allocation under Section 12.2.

12.6 Unexercised Rights of First Refusal at Closing

If at Closing any Right of First Refusal has not been waived and the time to elect has not elapsed (the “ Unexpired ROFRs ”):

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the Parties will proceed with Closing in accordance with the other provisions of this Agreement in respect of the Assets not subject to the Unexpired ROFRs;

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Closing shall not occur at such time in respect of the Assets subject to the Unexpired ROFRs (the “ Unexpired ROFR Assets ”), and, in accordance with the ROFR Escrow Agreement:
(i) Purchaser shall deposit into trust with the ROFR Escrow Agent the amount of the Purchase Price allocated to the Unexpired ROFR Assets as determined by Purchaser in Section 12.2,
(ii) the Parties shall deliver to the ROFR Escrow Agent all closing documentation (including a general conveyance and appropriate Specific Conveyances) required for the sale of the Unexpired ROFR Assets pursuant hereto, and
(iii) the ROFR Escrow Agent shall hold such monies and closing documentation in accordance with the ROFR Escrow Agreement;

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If an Unexpired ROFR is extinguished by lapse of time, waiver or otherwise (other than as a result of being exercised), the Parties (or either of them) will notify the ROFR Escrow Agent and, in accordance with the ROFR Escrow Agreement:
(i) the ROFR Escrow Agent will promptly pay the applicable ROFR funds deposited with the ROFR Escrow Agent pursuant to Section 12.6(b)(i) to Vendor together with any interest earned thereon while held by the ROFR Escrow Agent; and

(ii) the closing documentation related to the applicable Unexpired ROFR Assets deposited with the ROFR Escrow Agent pursuant to Section 12.6(b)(ii) shall be released by the ROFR Escrow Agent to each Party, such documentation shall be effective and the sale of such Unexpired ROFR Assets to Purchaser pursuant hereto shall thereupon have closed;

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If an Unexpired ROFR is exercised, the Parties (or either of them) will notify the ROFR Escrow Agent and, in accordance with the ROFR Escrow Agreement:
(i) the ROFR Escrow Agent will promptly pay the applicable ROFR funds deposited with the ROFR Escrow Agent pursuant to Section 12.6(b)(i) to Purchaser together with any interest earned thereon while held by the ROFR Escrow Agent; and
(ii) the closing documentation related to the applicable Unexpired ROFR Assets deposited with the ROFR Escrow Agent pursuant to Section 12.6(b)(ii) shall be of no force or effect and shall be on instructions from either Party, destroyed by the ROFR Escrow Agent;

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If an Unexpired ROFR is one which is subject of a challenge by a Third Party, the applicable ROFR Allocation funds and closing documentation deposited with or delivered to the ROFR Escrow Agent pursuant to Section 12.6(b), as the case may be, shall be dealt with in accordance with the ROFR Escrow Agreement; and

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The Parties shall promptly issue all notices as may be required under the ROFR Escrow Agreement to give effect to this Section 12.6 thereunder.

ARTICLE 13 DAMAGE TO ASSETS

13.1 Damage to Assets

Provided this Agreement has not been terminated by Purchaser pursuant to Section 10.4(c) as a result of Purchaser’s Closing condition set forth in Section 10.2(e) not being satisfied, if there is an incident during the Interim Period that results in damage to the Assets for which Vendor’s interest therein may be covered by property damage insurance, which damage exceeds Vendor’s applicable deductible, then provided that Closing has occurred, Vendor shall diligently pursue a property damage claim with respect thereto, and:

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to the extent such insurance proceeds are received by Vendor prior to Closing, then, in the adjustments made pursuant to Article 3, Purchaser will be entitled to a credit equal to the amount of the insurance actually received by Vendor;

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to the extent such insurance proceeds are not received by Vendor prior to Closing, Purchaser will not be entitled to a credit in respect thereof in the adjustments made pursuant to Article 3 and Vendor will use commercially reasonable efforts to collect such insurance as promptly as possible after Closing, and, as soon as reasonably practicable after such proceeds are received by Vendor, Vendor will remit the proceeds thereof to Purchaser, net of any deductible paid by Vendor with respect to such insurance; and

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subject to: (A) compliance by Vendor and Purchaser with their respective obligations in Article 7; (B) Section 13.1(a) and Section 13.1(b); and (C) any of the rights and

remedies available to Purchaser under Article 16 (but subject further to the mitigation of damages provided for in this Article 13), Purchaser shall accept the sale and conveyance of the affected Assets in their damaged condition without any further adjustment to the Purchase Price.

Except as provided in this Article 13, no adjustments will be made pursuant to Article 3 in respect of insurance or insurance premiums.

ARTICLE 14 DISPUTE RESOLUTION

14.1 Arbitration Proceedings

Except as otherwise provided for hereunder, all disputes arising out of or in connection with this Agreement or in respect of any legal relationship associated with or derived from this Agreement, shall be exclusively and finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. (the “ ADRIC Rules ”), except as such rules are modified in accordance with the following provisions or as modified in a subsequent written agreement between the Parties:

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Vendor and Purchaser shall agree on the appointment of a single arbitrator who shall be qualified by experience and education to determine the matter in dispute. If Vendor and Purchaser have not agreed on a single arbitrator, then such arbitrator shall be appointed by a judge of the Court of King’s Bench of Alberta, upon application by either Party;

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the decision of the arbitrator shall be made in writing within one-hundred and eighty (180) days of the appointment of the arbitrator and shall be binding upon Vendor and Purchaser for all purposes of this Agreement and not subject to any appeal rights, which the Parties hereby expressly waive;

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the costs of the arbitrator shall be shared equally by Vendor and Purchaser;

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the seat of the arbitration shall be in Calgary, Alberta;

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all matters relating to any dispute, including all submissions made to the arbitrator and the award of the arbitrator, shall be treated as private and confidential by the Parties and the Parties shall, and shall cause any witnesses, counsel or professional advisers retained in connection with such an arbitration to, maintain all such matters in strict confidence, provided that the award of the arbitrator may be filed in public court proceedings for the purposes of seeking enforcement of the award;

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the language of the arbitration shall be English; and

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the matter in dispute shall be determined pursuant to the laws of the Province of Alberta.

14.2 Injunctive Relief

Notwithstanding Section 14.1, in respect of a Party seeking injunctive relief, order for specific performance or other similar equitable relief, or in respect of the enforcement of a judgment, directive or order of the arbitral tribunal, a Party may, instead of availing itself of the ADRIC Rules dealing with urgent interim relief, make application to the Court of King's Bench of Alberta and any courts of appeal

therefrom, following two (2) Business Days’ notice (including a reasonably detailed description) to the other Party.

ARTICLE 15 PROJECTIONS

15.1 Projections

If any information and materials pertaining to the Assets delivered or made available by Vendor to Purchaser pursuant to this Agreement or in connection with the sales process concerning the Assets preceding the execution of this Agreement includes any evaluations, projections or interpretive materials prepared by or for or received by Vendor, Purchaser hereby releases and discharges Vendor from any Claim, Loss or Liability to Purchaser and Purchaser’s assigns and successors as a result of use or reliance upon them. Purchaser agrees that it will rely solely on its own appraisal and estimates as to the quantum or value of the Assets and will rely solely on its own geological and engineering interpretation and analysis related thereto.

ARTICLE 16 INDEMNITY

16.1 Indemnity by Vendor

Subject to Section 6.1 and the other provisions of this Article 16 and provided that Closing has occurred, Vendor shall:

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be liable to Purchaser for all Claims, Losses and Liabilities; and

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indemnify and save Purchaser and the Purchaser Indemnified Persons harmless from and against all Claims, Losses and Liabilities,

as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with:

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subject to Section 5.2, a breach of the representations and warranties of Vendor contained in Section 5.1;

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subject to Section 7.5, a failure of Vendor to perform or observe in any material respect any of the covenants or agreements to be performed by it under this Agreement or any agreement or other certificate or instrument delivered in connection herewith;

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the Gold Creek Reorganization;

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any Taxes payable by Inception in its corporate capacity in respect of a pre-Closing Tax Period

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any Taxes (other than Taxes payable under Part I of the Tax Act) of any of the Gold Creek Partnerships in respect of a Pre-Closing Tax Period, and for which Inception is liable as general partner of any such Gold Creek Partnership; and

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Inception in its capacity as general partner of any of the Gold Creek Partnerships, including any actions or omissions in such capacity, prior to the Closing Date,

in any case, except to the extent that any Claims, Losses and Liabilities are reimbursed by insurance maintained by Purchaser (in which case Vendor’s indemnity obligations hereunder shall be reduced by the amount of insurance proceeds actually received by Purchaser with respect to the underlying Claim net of any deductible paid by Purchaser with respect to such Claim) or are caused by the gross negligence or wilful misconduct of Purchaser or any Purchaser Indemnified Person.

16.2 Indemnity by Purchaser

Subject to Section 6.1 and the other provisions of this Article 16 and provided that Closing has occurred, Purchaser shall:

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be liable to Vendor for all Claims, Losses and Liabilities; and

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indemnify and save Vendor and the Vendor Indemnified Persons harmless from and against all Claims, Losses and Liabilities,

as a direct result of any matter or thing arising out of, resulting from, attributable to or in any way connected with:

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a breach of the representations and warranties of Purchaser contained in Section 5.3;

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a failure of Purchaser to perform or observe in any material respect any of the covenants or agreements to be performed by it under this Agreement or any agreement or other certificate or instrument delivered in connection herewith;

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a breach of its obligations with respect to the Employees described in Section Error! Reference source not found. ;

in any case, except to the extent that any Losses and Liabilities are reimbursed by insurance maintained by Vendor (in which case Purchaser’s indemnity obligations hereunder shall be reduced by the amount of insurance proceeds actually received by Vendor with respect to the underlying Claim net of any deductible paid by Vendor with respect to such Claim) or are caused by the gross negligence or wilful misconduct of Vendor or any Vendor Indemnified Person.

16.3 Purchaser General Indemnity

Provided that Closing has occurred, and subject to the other provisions in this Article 16, Purchaser shall be liable to Vendor for and shall, in addition, indemnify the Vendor and the Vendor Indemnified Persons from and against, all Claims, Losses and Liabilities suffered, sustained, paid or incurred by the Vendor or any Vendor Indemnified Person which arise out of any matter or thing accruing after the Closing Date and which relates to the Assets, provided however that Purchaser shall not be liable to nor be required to indemnify the Vendor or any Vendor Indemnified Person in respect of any Claims, Losses or Liabilities suffered, sustained, paid or incurred by the Vendor or any Vendor Indemnified Persons which arise out of acts or omissions of Vendor or any Vendor Indemnified Person.

16.4 Environmental Indemnity

Subject to Section 16.7(g), and provided that Closing has occurred, Purchaser further agrees that it shall:

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be solely liable to Vendor for any and all Claims, Losses and Liabilities; and

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indemnify and save Vendor and the Vendor Indemnified Persons harmless from any and all Claims, Losses and Liabilities,

as a result of any matter or thing arising out of, resulting from, attributable to or connected with any Environmental Liabilities, whether occurring or accruing before, on or after the Effective Time, except to the extent that any such Losses and Liabilities are matters or things for which Purchaser or any Purchaser Indemnified Person is entitled to indemnification under Section 16.1 for a breach of representation and warranty pursuant to Section 5.1(w). Subject to the foregoing, once Closing has occurred, Purchaser shall assume and be solely responsible for all Environmental Liabilities, including all Abandonment and Reclamation Obligations, as between Vendor and Purchaser, and Purchaser hereby releases Vendor from any Claims that Purchaser may have against Vendor with respect to all Environmental Liabilities, including Abandonment and Reclamation Obligations, under the Regulations, at equity or common law or otherwise, including the right to name Vendor as a Third Party under any action or enforcement proceeding commenced against Purchaser. In addition, Vendor will also retain those other rights and remedies available to it under the Regulations, under equity or the common law or otherwise with respect to any Claim it may have against Purchaser under this Article 16. Subject to the foregoing and to Section 16.7(g), this assumption of liability and indemnity shall apply without limit as to quantum or time and without regard to the negligence of Vendor or any of its Representatives or any predecessors in interest. The Parties acknowledge that the Purchase Price has taken into account all of the Environmental Liabilities identified by Purchaser prior to the date of this Agreement and in respect of which Purchaser provided notice to Vendor prior to the date of this Agreement and, accordingly, this assumption of liability and indemnity shall apply in respect of all such Environmental Liabilities.

16.5 No Merger

The indemnities set forth in Sections 16.1, 16.2 and 16.4 and elsewhere in this Agreement will be deemed to apply to, and will not merge in, any assignment, transfer, conveyance, novation or other document conveying the Assets to Purchaser. Each Party will have full right of substitution and subrogation as to all covenants and warranties by others previously given or made in respect of the Assets or any part thereof.

16.6 Carriage of Litigation

If a claim is made under this Article 16 involving a Claim by a Third Party, the Party with greater exposure under this Agreement in respect of the Claim will have carriage of the Third Party litigation. It will consult with the other Party, which will be entitled to retain its own counsel and participate in the litigation at its own expense.

16.7 Limit on Responsibility

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Notwithstanding any other provision of this Agreement, other than Section 16.7(g):
(i) no Claim shall be made against Vendor for a breach of a representation or warranty under Section 16.1(c) unless and until the aggregate amount of all such Claims in aggregate exceeds [ indemnity threshold redacted ] of the Purchase Price (the “ Claims Threshold ”). If the aggregate amount of the Losses and Liabilities suffered, sustained, paid or incurred by Purchaser hereunder in aggregate exceeds the Claims Threshold, only the amount of such Losses and Liabilities in excess of the Claims Threshold shall be recoverable by Purchaser; and

(ii) the maximum aggregate cumulative liability of Vendor for Losses and Liabilities under this Agreement or otherwise in respect of all matters pertaining to the Transaction for Losses and Liabilities for which Vendor is liable is limited to [ indemnity cap redacted ] of the Purchase Price, other than Claims for fraud or willful misconduct.

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Neither Party shall have any Claim against the other Party or such Party’s respective Indemnified Persons (each Party and their respective Indemnified Persons, collectively a “ Indemnified Party ”) and neither Party shall be liable for any Losses and Liabilities suffered sustained, paid or incurred by the Indemnified Party after Closing that result from any inaccuracy in or breach of any representation or warranty in this Agreement in respect of any act, omission, circumstance or other matter known by the Indemnified Party prior to the date hereof, it being acknowledged that nothing in this Agreement will preclude Vendor from offering as a possible defence that Purchaser did not in fact rely to its detriment on the representation and warranty alleged by it to have been breached.
Except in the case of Claims of fraud, neither Party shall have any liability in connection with any Losses or Liabilities of the Indemnified Party for liability or indemnification under Section 16.1(c) or Section 16.2(c), as applicable, unless such Indemnified Party shall, prior to the expiry of the applicable Survival Period, have provided the other Party with written notice specifying such breach in reasonable detail and the Indemnified Party hereby waives any right it may have at law or otherwise to commence such a Claim after the Survival Period.
If the amount of Losses and Liabilities incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment by the other Party (the “ Indemnifying Party ”) hereunder is actually reduced by any recovery, settlement or otherwise under any insurance coverage or under any Claim, recovery, settlement or payment by or against any other Person, including under any manufacturer’s or other Third Party warranty or insurance policy, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the reduction (less any costs, expenses (including Taxes) or premiums incurred in connection therewith). For greater certainty, no repayment by the Indemnified Party shall be required unless, and to the extent that, the sum of the indemnity payment and the amount received from the Third Party exceeds the total amount of Losses and Liabilities (which was required to be paid by the Indemnifying Party subject to the terms of this Agreement) to which the indemnity payment relates.
An Indemnified Party shall use all commercially reasonable efforts to recover the full amount available to such Indemnified Party under any such recovery, settlement or otherwise under any insurance coverage or under any Claim, recovery, settlement or payment by or against any other Person, including under any manufacturer’s or other Third Party warranty.
Each Party shall take all commercially reasonable steps to mitigate any Losses and Liabilities upon and after becoming aware of any facts, matters, failures or circumstances that would reasonably be expected to result in any Losses and Liabilities that are indemnifiable hereunder. If a Party shall fail to take, or cause to be taken, such commercially reasonable steps, then notwithstanding anything in this Agreement to the contrary, the other Party shall not be required to indemnify for that portion of Losses and Liabilities that would reasonably have been expected to have

been avoided if the Indemnified Party had taken all such commercially reasonable steps.

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The limitations contained in Sections 16.7(a) and 16.7(b) shall not apply to Purchaser’s Claims, Losses and Liabilities arising out of, resulting from, attributable to or connected with:
(i) a breach of any of the representations and warranties made by Vendor in Sections 5.1(j) or 5.1(k);
(ii) any Taxes described in 16.1(f) or 16.1(g); or
(iii) any Tax Returns filed or Tax positions taken by Inception, in its capacity as general partner of any of the Gold Creek Partnerships, for and on behalf of any of the Gold Creek Partnerships.

16.8 Consequential Damages

Notwithstanding any other provision in this Agreement but except as expressly provided for in Section 2.2(h), nothing contained in this Agreement or any document, agreement, instrument or certificate delivered in connection herewith, shall impose any liability on either Party for any Consequential Damages suffered by the other Party or its respective Indemnified Persons, provided that this Section 16.8 shall not apply to Losses and Liabilities in respect of any Liabilities for Taxes, or arising from a breach of the Confidentiality Agreement nor shall it preclude a Party or its respective Indemnified Persons from entitlement to indemnification, to the extent expressly provided in this Agreement, for such Party’s or its Indemnified Persons liability to a Third Party for such losses which a Third Party suffers, sustains, pays or incurs.

16.9 Limitation on Remedies

From and after Closing, except as set forth in Sections 2.2, 2.7(e), 3.2, 3.3, 6.1, 7.5, 12.5 and 14.2, and in Article 10, and except in the case of Claims for fraud, this Article 16 sets forth the sole remedies of each Party and its respective Indemnified Persons in connection with: (i) the Transaction; and (ii) any act, omission, circumstance or other matter arising out of, resulting from, attributable to or connected with any default or breach of this Agreement made by the other Party, and such first mentioned Party and its Indemnified Persons shall have no further remedy (whether legal, equitable, fiduciary or in tort) whatsoever, against the other Party or its Indemnified Persons.

16.10 Assumption

Provided that Closing occurs, as of the Effective Time and subject to the terms and conditions herein, Purchaser will assume all obligations accruing in respect of the Assets following the Effective Time (other than in respect of Environmental Liabilities which are dealt with separately in Section 16.4), including any such obligations under the Title and Operating Documents.

16.11 Indemnity for Personal Information

Notwithstanding any other provision of this Agreement, Purchaser covenants and agrees that Purchaser shall be liable to and indemnify, protect, save and keep harmless Vendor and the Vendor Indemnified Persons from all Claims, Losses and Liabilities in any way relating to or arising out of any breach by Purchaser or any other Person or entity to whom Purchaser discloses of any obligation to hold confidential any Personal Information about an individual to which Purchaser may become privy as a result of this Agreement.

16.12 Acknowledgement

The Parties acknowledge and agree that the limitations of liability and remedies set forth in this Agreement are reasonable and represent the agreed upon allocation between the Parties of all risks and Liabilities, whether known or unknown, actual or contingent, pertaining to the sale of the Assets from Vendor to Purchaser pursuant to this Agreement.

16.13 Adjustments to Purchase Price

All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Article 16 shall be treated as dollar-for-dollar adjustments to the Purchase Price and allocated to Petroleum Interests.

ARTICLE 17 PROPRIETARY INFORMATION AND TECHNOLOGY

17.1 Proprietary Information

Purchaser shall consider as confidential, shall not communicate to others and shall use its best efforts, subject to any requirements to disclose information pursuant to the Regulations, to prevent those within its employ and control from communicating to others both prior to Closing, and, if the Transaction does not close for any reason whatsoever, subsequent to Closing, all information which Purchaser receives from Vendor pursuant to this Agreement, other than as may be permitted to be disclosed pursuant to the terms of the Confidentiality Agreement.

17.2 Return of Proprietary Information

If the Transaction does not close for any reason whatsoever, all confidential information received from Vendor hereunder and any copies thereof shall be returned forthwith to Vendor.

17.3 Confidentiality Agreement

The terms of this Article 17 apply in conjunction with the terms of the Confidentiality Agreement between the Parties.

17.4 Technology

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The Parties acknowledge that the Assets may make use of certain Vendor or Third Party software applications and integrations that form part of the Excluded Assets (the “ IT Assets ”) in connection with the business and operations of the Assets.

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The Parties shall co-operate to identify, as soon as reasonably practicable following the date of this Agreement, any relevant IT Assets. If Purchaser proposes that the Assets will continue using any IT Assets following the Closing Time, then at the request and cost of Purchaser, Vendor and Purchaser shall cooperate with a view to (i) determining the extent to which Purchaser would be interested in continuing to use all or a portion of the IT Assets, and (ii) obtain any licenses, sub-licenses, leases or consents that may be required from Third Parties to allow such continued use. Purchaser acknowledges that:
(i) Vendor gives no warranty or representation that any such Third Party licence, lease or consent will be granted; and

(ii) unless provided for in this Agreement, nothing herein or therein shall operate as a grant or an agreement to grant any right, title, or interest in any of the IT Assets.

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Purchaser agrees and acknowledges that:
(i) manuals and policy documents respecting the IT Assets shall be provided to Purchaser and Purchaser may use, modify, reproduce and distribute such documents following the Closing Time; and
(ii) Vendor does not give any warranty, representation, comfort, or assurance as to the fitness for purpose of such manuals and policy documents or otherwise in respect thereof, and Vendor shall not have any liability for the contents thereof or otherwise in connection with use of such manuals and documents by Purchaser.

ARTICLE 18 MISCELLANEOUS

18.1 Partial Invalidity

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if the invalid, illegal or unenforceable provision had never been contained herein unless the deletion of the provision would result in such material change to cause the completion of the Transaction to be unreasonable.

18.2 Counterparts

This Agreement may be executed by facsimile, pdf and other electronic means and in counterpart, no one copy of which need be executed by both Vendor and Purchaser. A valid and binding contract shall arise if and when counterpart execution pages (including as may be delivered by facsimile, pdf and other electronic means) are executed and delivered by both Vendor and Purchaser.

18.3 Notice

All notices, consents and other instruments which are required or may be given pursuant to this Agreement must be given in writing and delivered personally or via e-mail as follows:

If to Vendor: Spartan Delta Corp. Suite 1500, Jamieson Place 308 – 4th Avenue SW Calgary, Alberta T2P 0H7 Attention: [ Name and title redacted ] Email: [ Contact information redacted ] If to Purchaser: Crescent Point Resources Partnership c/o Crescent Point Energy Corp. Suite 2000, 585 – 8[th] Avenue SW Calgary, Alberta T2P 1G1 Attention: [ Name and title redacted ] Email: [ Contact information redacted ]

or in accordance with the latest unrevoked instructions delivered by one Party to the other. All notices will be deemed to have been duly given at the time of delivery.

18.4 Further Assurances

After Closing, as and when reasonably requested by the other Party, a Party shall execute and deliver or cause to be executed and delivered all such documents and instruments and shall take or cause to be taken all such further or other actions to implement or give effect to the sale of the Assets, provided such documents, instruments or actions are consistent with the provisions of this Agreement.

18.5 Amendments and Waivers

No supplement, modification, waiver or termination of this Agreement will be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision hereof (whether or not similar) nor will a waiver constitute a continuing waiver unless otherwise expressly provided.

18.6 Expenses

Except as expressly provided hereunder to the contrary, all expenses incurred by a Party in connection with or related to the authorization, preparation and execution of this Agreement and all other matters related to the Closing of the Transaction, including all fees and expenses of counsel, accountants, financial advisors and auditors employed by such Party will be borne solely and entirely by such Party.

18.7 Assignment

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Neither Party may assign this Agreement or any part thereof prior to Closing without the prior written consent of the other Party, which consent may not be unreasonably or arbitrarily withheld. Except as otherwise provided herein, this Agreement will be binding upon and enure to the benefit of the Parties and their respective successors, administrators, trustees, receivers, receiver-managers and permitted assigns.

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Notwithstanding subsection 18.7(a), Purchaser shall have the right at any time prior to Closing, by written notice to Vendor, to nominate an Affiliate of Purchaser to purchase the Inception Shares from Vendor, and to which Vendor shall transfer the Inception Shares at Closing, and to assign all rights and obligations relating to the purchase of

the Inception Shares pursuant to this Agreement, including the right to receive the Inception Shares registered in such Affiliate’s name and to pay the portion of the Purchase Price allocated to the Inception Shares pursuant to Section 2.4.

18.8 Publicity

Except as may be required by Applicable Securities Laws or other Regulation or as otherwise permitted herein, neither Party will make any press release or other public disclosure of this Agreement or the Transaction without the prior consent of the other, not to be unreasonably withheld or delayed. The Parties will consult with each other on public disclosure with a view to joint disclosure where practicable.

18.9 Entire Agreement

The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail. No amendments shall be made to this Agreement unless in writing and executed by the Parties. This Agreement supersedes all other agreements, documents, writings and verbal understandings, except the Confidentiality Agreement, among the Parties relating to the subject matter hereof and expresses the entire agreement of the Parties with respect to the subject matter hereof. Upon Closing, the Confidentiality Agreement will automatically terminate and each of the Parties will be released from their obligations thereunder.

18.10 Subrogation

The assignment and conveyance to be effected by this Agreement is made with full right of substitution and subrogation of Purchaser in and to all covenants, representations, warranties and indemnities previously given or made by others in respect of the Assets or any part or portion thereof.

18.11 Governing Law

This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of Alberta. Subject to the other provisions of this Agreement which provides for resolution of disputes through arbitration or expert determination, the Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement.

18.12 Time is of Essence

Time shall be of the essence in this Agreement.

18.13 Remedies Cumulative

No reference to or exercise of any specific right or remedy by a Party hereunder shall prejudice or preclude such Party from exercising or invoking any other remedy in respect thereof, whether allowed at law or in equity or expressly provided for herein. No such remedy shall be exclusive or dependent upon any other such remedy but each Party may exercise any one or more of such remedies independently or in combination.

18.14 Limitations Act

Subject to any limitation period specifically prescribed in this Agreement, the Parties expressly agree, as is permitted by the Limitations Act (Alberta), to extend the two (2) year time period provided for under Section 3(1)(a) thereof, to a period of four (4) years.

18.15 No Merger

Subject to the limitations expressly set forth in this Agreement, the covenants, representations, warranties and indemnities contained in this Agreement will survive Closing and will not merge in any assignments, conveyances, transfers or other documents executed and delivered at or after Closing pursuant to this Agreement, notwithstanding any rule of law, equity or statute to the contrary and such rules are hereby waived.

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IN WITNESS WHEREOF this Agreement has been duly executed by each Party as of the date first above written.