Whitecap Resources Inc. — Capital/Financing Update 2022

Feb 18, 2022

SECOND AMENDING AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

THIS SECOND AMENDING AGREEMENT made as of the 25[th] day of November, 2021.

AMONG:

THE MANUFACTURERS LIFE INSURANCE COMPANY , a body corporate governed by the Insurance Companies Act (Canada) (the “ Holder ”)

AND

WHITECAP RESOURCES INC. , a corporation governed by the laws of the Province of Alberta (the “ Company ”)

WHEREAS on January 4, 2021, the Holder and the Company entered into a registration rights agreement pursuant to which the Company provided the Holder with certain registration rights as set forth therein, which agreement was amended on October 1, 2021 (the as amended agreement, the “ Registration Rights Agreement ”);

AND WHEREAS the Holder and the Company desire to set out their agreement to amend the Registration Rights Agreement to modify the date by which the Company must file a base shelf prospectus;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises, mutual covenants and agreements in this Amending Agreement, the Holder and the Company covenant and agree as follows:

ARTICLE 1 DEFINITIONS

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Definition

In this Amending Agreement, unless the context otherwise requires, capitalized terms used without definition shall have the meaning assigned to them in the Registration Rights Agreement.

ARTICLE 2 AMENDMENTS

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Amendment to Base Shelf Prospectus Filing Requirements

The first sentence of subsection 2.1(h) of the Registration Rights Agreement is deleted in its entirety and replaced with the following: “Commencing from and after the earlier of: (x) January 4, 2023; and (y) within 75 days after the Holder Representative provides written notice to the Company requesting that the Company file a short form base shelf prospectus (provided that such notice cannot be provided prior to December 2, 2021), the Company shall file and maintain a short form base shelf prospectus under the shelf prospectus provisions of NI 44-102, and use its commercially reasonable efforts to (i) secure the issuance of a receipt therefor, (ii) keep the base shelf prospectus continuously effective, and (iii) until the termination of this Agreement, file and maintain in effect successive base shelf prospectuses thereto.”

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ARTICLE 3 MISCELLANEOUS

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Continuation of Registration Rights Agreement

Except as amended by this Second Amending Agreement, the Registration Rights Agreement shall continue in full force and effect, the intention being that this Second Amending Agreement shall be read in conjunction with and as an amendment to the Registration Rights Agreement.

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Counterparts

This Second Amending Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Second Amending Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Second Amending Agreement.

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IN WITNESS WHEREOF the parties have duly executed this Second Amending Agreement as of the date first above written.

THE MANUFACTURERS LIFE WHITECAP RESOURCES INC. INSURANCE COMPANY

Per: (signed) Name: [name redacted] Title: [title redacted]

Per: (signed) Name: [name redacted] Title: [title redacted]

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