ASSET PURCHASE AND SALE AGREEMENT BETWEEN OBSIDIAN ENERGY LTD. - and - OBSIDIAN ENERGY PARTNERSHIP - and - 1647456 ALBERTA LTD. (collectively, Vendor) - and - INPLAY OIL CORP. (Purchaser) Dated as of February 19, 2025

Exhibit 99.1

ASSET PURCHASE AND SALE AGREEMENT

 

 

 

BETWEEN

 

 

 

OBSIDIAN ENERGY LTD.

- and -

OBSIDIAN ENERGY PARTNERSHIP

- and -

▇▇▇▇▇▇▇ ALBERTA LTD.

(collectively, Vendor)

- and -

INPLAY OIL CORP.

(Purchaser)

 

 

 

 

 

Dated as of February 19, 2025

 

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TABLE OF CONTENTS

 

		Page
Article 1	INTERPRETATION	1
1.1	Definitions	1
1.2	Schedules	24
1.3	Headings	25
1.4	Interpretation Not Affected by Headings	25
1.5	Words Importing Number or Gender	25
1.6	Use of Derivative Terms	25
1.7	Use of Industry Terms	26
1.8	Use of "Including"	26
1.9	Meaning of "Gross Negligence" and "Wilful Misconduct"	26
1.10	Statutory References	26
1.11	Contractual References	26
1.12	Monetary References	26
1.13	References to Time	26
1.14	Date for Payments or Other Actions	26
1.15	Calculation of Time Periods	27
1.16	Interpretation If Closing Does Not Occur	27
1.17	Conflicts	27
1.18	Vendor Parties	27
1.19	Exclusion of Assets	27
1.20	Knowledge	27
Article 2	PURCHASE AND SALE AND CLOSING	28
2.1	Purchase and Sale	28
2.2	Closing	28
2.3	Deposit and Break Fees	28
2.4	Form of Payment.	29
2.5	Purchase Price	29
2.6	Allocation of the Purchase Price	31
2.7	GST and Other Taxes	32
Article 3	ADJUSTMENTS	33
3.1	Adjustments	33
3.2	Closing Statement	35
3.3	Final Statement of Adjustments	36
3.4	Ongoing Adjustments	37
3.5	Evidence of Financial Capacity	38
3.6	Restrictions on Offerings	38
Article 4	CONDITIONS OF CLOSING	38
4.1	Mutual Closing Conditions	38
4.2	Purchaser's Conditions	39
4.3	Vendor's Conditions	40
4.4	Liabilities	41
4.5	Efforts to Fulfill Conditions Precedent	41
Article 5	CLOSING DELIVERIES	41
5.1	Deliveries by Vendor at Closing	41
5.2	Deliveries by Purchaser at Closing	42
5.3	Specific Conveyances	43
5.4	AER Transfers	45
5.5	Transfer of Pipeline Licences	46
5.6	Vehicles and Leased Tangibles and Equipment	46

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5.7	Seismic	46
Article 6	REPRESENTATIONS AND WARRANTIES	47
6.1	Representations and Warranties of Vendor	47
6.2	Limitations Regarding Vendor's Representations and Warranties	52
6.3	Representations and Warranties of Purchaser	53
6.4	Limitation Regarding Purchaser's Representations and Warranties	60
6.5	Survival of Representations and Warranties	61
6.6	"Anti-Sandbagging"	62
6.7	Due Diligence	62
Article 7	INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES	63
7.1	Vendor's Indemnities for Representations and Warranties	63
7.2	Purchaser's Indemnities for Representations and Warranties	63
7.3	Purchaser Future Obligations	63
7.4	Vendor Future Obligations	64
7.5	Purchaser's Environmental Indemnity	64
7.6	Vendor's Environmental Indemnity	65
7.7	Limitation of Remedies	65
7.8	Procedures – General Indemnities	66
Article 8	EMPLOYEES AND INDEPENDENT CONTRACTORS	67
8.1	Employee and Independent Contractor Disclosure	67
8.2	Offers	67
8.3	Vendor Responsibility, Liability and Indemnity	68
8.4	Purchaser Responsibility, Liability and Indemnity	68
8.5	Non-Solicitation	68
8.6	Privacy Obligations	68
Article 9	PRE-CLOSING PERIOD	69
9.1	Operations	69
9.2	Administration of Assets	70
9.3	AFEs and Other Material Commitments	70
9.4	Covenants of Purchaser	71
9.5	Purchaser Non-Solicitation	75
9.6	Rights of First Refusal	78
9.7	Competition Act Application	81
9.8	Public Announcements, Financing Assistance, Meeting and Purchaser Disclosure Documents	82
9.9	Amendment to CIP Agreements	87
Article 10	POST-CLOSING MATTERS	87
10.1	Post-Closing Maintenance of Assets	87
10.2	Lease Rental Payments, Production, Revenue, Joint Venture and Expenditure Accounting and Marketing	88
10.3	Vendor Deemed Agent	88
10.4	Delivery of Title Documents	89
10.5	Limitation of Liability for Post-Closing Operations	89
Article 11	DISPUTE RESOLUTION	89
11.1	Resolution of Disputes	89
11.2	Direct Negotiations	89
11.3	Arbitration	90
11.4	Arbitration Proceedings	90
11.5	Confidentiality	90
Article 12	GENERAL	90
12.1	Further Assurances	90
12.2	Entire Agreement	91

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12.3	No Recourse to Financing Parties	91
12.4	Governing Law	91
12.5	Assignment; Enurement	91
12.6	Time of Essence	91
12.7	Notices	92
12.8	Limit of Liability	92
12.9	Invalidity of Provisions	93
12.10	Waiver	93
12.11	Survival; No Merger	94
12.12	Amendment	94
12.13	Confidentiality and Public Announcements	94
12.14	Third Party Beneficiaries	95
12.15	Counterpart Execution	95

 

Schedules:
Schedule "A"	–	Lands, Leases, Petroleum and Natural Gas Rights and ▇▇▇▇▇
		Part I - Lands, Leases, Petroleum and Natural Gas Rights
		Part II - ▇▇▇▇▇
Schedule "B"	–	Facilities
		Part I – Facilities
		Part II - Pipelines
Schedule "C"	–	Material Contracts
Schedule "D"	–	AFEs
Schedule "E"	–	Vendor Disclosure Schedule
Schedule "F"	–	Excluded Assets
Schedule "G"	–	Seismic Data
		Part I - Proprietary Seismic Data
		Part II - Partner Seismic Data
Schedule "H"	–	ROFRs
Schedule "I"	–	Form of General Conveyance
		Part I - Form of Vendor Assets General Conveyance
		Part II - Form of Purchaser Assets General Conveyance
Schedule "J"	–	Form of Officers Certificate
Schedule "K"	–	Form of Seismic License
Schedule "L"	–	Form of Contract Operating Agreement
Schedule "M"	–	2025 Development Program
Schedule "N"	–	Form of Registration Rights Agreement
Schedule "O"	–	Form of Investor Rights Agreement
Schedule "P"	–	Form of Transitional Services Agreement
Schedule "Q"	–	Purchaser Assets
Schedule "R"	–	Form of Voting and Support Agreement
Schedule "S"	–	Form of Hold Period Agreement
Schedule "T"	–	Vendor Party Allocation
Schedule "U"	–	Subsequently Identified Assets Area
Schedule "V"	–	Data Room
Schedule "W"	–	Form of Issuance Resolution
Schedule "X"	–	Vehicles

 

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ASSET PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made as of February 19, 2025, AMONG:

OBSIDIAN ENERGY LTD., a corporation amalgamated pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Obsidian")

- and -

OBSIDIAN ENERGY PARTNERSHIP, a general partnership formed pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Obsidian Partnership")

- and -

▇▇▇▇▇▇▇ ALBERTA LTD. a corporation formed pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("1647 Co")

(Obsidian, Obsidian Partnership and 1647 Co collectively, "Vendor")

- and -

INPLAY OIL CORP., a corporation formed under the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Purchaser")

WHEREAS Vendor wishes to sell the Assets to Purchaser, and Purchaser wishes to purchase the Assets from Vendor, subject to and in accordance with the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the covenants contained herein, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

In this Agreement, unless the context otherwise requires:

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that are in effect as of the relevant time and are applicable to such Person, property or circumstance.

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having jurisdiction or power over any Person, property, operation, transaction or other matter or circumstance excluding any of the foregoing relating to a First Nation.

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	Schedule "A"	–	Lands, Leases, Petroleum and Natural Gas Rights and ▇▇▇▇▇ Part I - Lands, Leases, Petroleum and Natural Gas Rights Part II - ▇▇▇▇▇
	Schedule "B"	–	Facilities
			Part I – Facilities
			Part II – Pipelines
	Schedule "C"	–	Material Contracts
	Schedule "D"	–	AFEs
	Schedule "E"	–	Vendor Disclosure Schedule
	Schedule "F"	–	Excluded Assets
	Schedule "G"	–	Seismic Data
			Part I - Proprietary Seismic Data
			Part II -Partner Seismic Data
	Schedule "H"	–	ROFRs
	Schedule "I"	–	Form of General Conveyance
			Part I - Form of Vendor Assets General Conveyance
			Part II - Form of Purchaser Assets General Conveyance
	Schedule "J"	–	Form of Officers Certificate
	Schedule "K"	–	Form of Seismic Licence
	Schedule "L"	–	Form of Contract Operating Agreement
	Schedule "M"	–	2025 Development Program
	Schedule "N"	–	Form of Registration Rights Agreement
	Schedule "O"	–	Form of Investor Rights Agreement
	Schedule "P"	–	Form of Transitional Services Agreement
	Schedule "Q"	–	Purchaser Assets
	Schedule "R"	–	Form of Voting and Support Agreement
	Schedule "S"	–	Form of Hold Period Agreement
	Schedule "T"	–	Vendor Party Allocation
	Schedule "U"	–	Subsequently Identified Assets Area
	Schedule "V"	–	Data Room
	Schedule "W"	–	Issuance Resolution
	Schedule "X"	–	Vehicles

 

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The use of "Article", "Clause", "sub-clause", "paragraph" "subparagraph" and "Schedule", whether or not capitalized or followed by a number or letter or combination thereof, refers to the applicable Article, Clause, sub-clause, paragraph or Schedule of or to this Agreement.

The division of this Agreement into Articles, Clauses, sub-clauses, paragraphs and other sub-divisions and the insertion of headings for any of the foregoing are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.

When the context reasonably permits, words in this Agreement that suggest the singular shall be construed to suggest the plural and vice versa, and words in this Agreement that suggest gender or gender neutrality shall be construed to suggest the masculine, feminine and neutral genders.

If a derivative form of a term or expression that is specifically defined in this Agreement is also used in this Agreement, then such derivative form shall have a meaning that corresponds to the applicable defined term or expression.

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Terms and expressions that are not specifically defined in this Agreement, but which have generally accepted meanings in the custom and usage of the petroleum and natural gas industry in Western Canada as of the date of this Agreement, shall have such generally accepted meanings when used in this Agreement unless the contrary is specified or provided for elsewhere in this Agreement.

The use of "including" or "includes" or similar words in this Agreement following any general statement, term or matter will not limit such general statement, term or matter to the specific items immediately following such word or to similar items, whether or not non-limiting language (such as "without limitation" or "but not limited to" or words or phrases of similar import) is used, but rather such references shall be construed to refer to all items that could reasonably fall within the broadest possible scope of such general statement, term or matter.

For the purposes of this Agreement, no act or omission by a Party or its Related Persons shall be construed as gross negligence or wilful misconduct if the act or omission is taken or omitted to be taken at the request or direction of, or with the prior written consent or approval of, the other Party.

Any reference in this Agreement to a law, statute, regulation, rule, by-law or other requirement of law or any governmental consent, approval, permit or other authorization shall be deemed to refer to such law, statute, regulation, rule, by-law or other requirement of law or such governmental consent, approval, permit or other authorization as it has been amended, supplemented, re-enacted, varied, amended or otherwise modified or replaced from time to time up to the applicable time.

Any reference in this Agreement to another contract, agreement, instrument or other document shall be deemed to refer to such contract, agreement instrument or other document as it has been amended, modified, replaced or supplemented from time to time up to the applicable time.

Any reference in this Agreement to a monetary amount, including the use of the term "Dollar" or the symbol "$", shall mean the lawful currency of Canada unless the contrary is specified or provided for elsewhere in this Agreement.

Any reference in this Agreement to any particular time shall mean the local time in Calgary, Alberta on the relevant day.

Where any payment or calculation is to be made, or any other action is to be taken, on or as of a day that is not a Business Day, that payment or calculation is to be made, or that other action is to be taken, as applicable, on or as of the next following Business Day.

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Unless otherwise specified, time periods within or following which any payment is to be made or any act is to be done under this Agreement shall be calculated by excluding the day on which the period commences and including the day on which such period ends.

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.

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, General Conveyance, Specific Conveyance or otherwise, the provision of the body of this Agreement shall prevail.

For greater certainty, the Parties acknowledge and agree that all of the respective rights, obligations, covenants, representations, warranties, liabilities or indemnities of Vendor set forth in this Agreement are and shall be construed to be held or made as joint and several rights, obligations, covenants, liabilities or indemnities of each of Obsidian, Obsidian Partnership and 1647 Co.

If a portion of the Assets is excluded from Closing because of the exercise of any ROFR by a Third Party or by the written agreement of the Parties:

The knowledge or awareness of a Party herein consists of the actual knowledge or awareness of its current officers and managers who are primarily responsible for the matter in question in the course of their normal duties, without any obligation of inquiry. In no event shall knowledge and awareness include the knowledge of any other Third Party or constructive knowledge. A Party does not have any obligation to make inquiry of any other Third Parties or the files and records of any Third Party or public authority in connection with representations and warranties that are made to its knowledge or awareness.

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ARTICLE 2

PURCHASE AND SALE AND CLOSING

Vendor hereby agrees to sell, assign, transfer and convey the Assets to Purchaser, and Purchaser hereby agrees to purchase and receive the Assets on the Closing Date, subject to and in accordance with the terms of this Agreement.

4.3 to be satisfied, then the Escrow Agent shall pay the Deposit (and any interest actually earned thereon) to Vendor in accordance with the terms of the Deposit Escrow Agreement; and

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All monetary payments to be made pursuant to this Agreement shall be made in immediately available funds by wire transfer. Vendor shall designate such account to Purchaser in writing at least two (2) Business Days prior to the Closing Date.

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$85,000,000 minus the PSV Reduction,

Formula

y = (x/$25,000,000)*$5,000,000

where

y = Purchase Price Reduction Amount (expressed in dollars)

x = the amount (if any) by which the PSV Reduction exceeds $10,000,000 (expressed in dollars)

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(4) month plus one (1) day restricted period pursuant to NI 45-102 and it agrees that the certificate or direct registration advice representing the Share Consideration will bear a legend to such effect. At the request of Vendor, Purchaser shall take all necessary action to cause the restrictive legend to be removed from the certificate or direct registration advice representing the Share Consideration when and as permitted by Canadian Securities Laws and the policies of the TSX.

 

	(i)	to the Petroleum and Natural Gas Rights:	80% of the Purchase Price
	(ii)	to the Tangibles:	20% of the Purchase Price, less $10
	(iii)	to the Miscellaneous Interests:	$10.00

 

 

	(i)	to the petroleum and natural gas rights:	80% of the Purchase Price
	(ii)	to the tangibles:	20% of the Purchase Price, less $10
	(iii)	to the miscellaneous interests:	$10.00

 

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	Vendor:	[GST number] (Obsidian) [GST
		number] (Obsidian Partnership)
		[GST number] (1647 Co)
	Purchaser:	[GST number]

 

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ARTICLE 3

ADJUSTMENTS

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Purchaser covenants that no later than five (5) Business Days prior to the anticipated Closing Date, it shall provide Vendor with sufficient evidence, such sufficiency to be in Vendor's reasonable determination, of Purchaser having secured financing or having the financial capability to pay up to $[dollar value] on account of an AER Deposit Request if and when requested by the AER.

During the period beginning on the date hereof and ending on the first to occur of (x) the date that is six (6) months after the Closing Date, and (y) the date that Vendor ceases to hold any Purchaser Shares, Purchaser shall not, directly or indirectly, without the prior written consent of Vendor (which consent shall not be unreasonably withheld or delayed), sell, issue, contract or agree to issue, sell or contract, or grant any option, warrant or other rights to purchase, or otherwise lend, transfer, assign, pledge or dispose of (including without limitation by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of equity securities of the Purchaser (including Purchaser Shares) or any other securities that are substantially similar to Purchaser Shares or such other equity securities (or convertible into, exchangeable for, or otherwise exercisable into such securities), whether settled in cash or otherwise), in a public offering or by way of private placement or otherwise, any equity securities of Purchaser (including Purchaser Shares) or other securities convertible into, exchangeable for, or otherwise exercisable into equity securities of Purchaser (including Purchaser Shares), or publicly announce any intention to do any of the foregoing, other than: (a) the Share Consideration issuable pursuant to this Agreement; (b) securities issued pursuant to the Bought Deal or any alternative financing arrangement entered into pursuant to and in accordance with Clause 9.4(f)(iv), provided that any such securities shall not be issued for a purchase price per security less than the Purchaser Share Issuance Price without the prior written consent of the Purchaser; (c) securities issued as consideration in connection with the acquisition of oil and gas assets from arm's length third parties; or (d) incentive securities issued to eligible participants pursuant to the equity compensation plans of Purchaser in compliance with the requirements of the TSX and Canadian Securities Laws, and Purchaser Shares issued upon the settlement or exercise of such incentive securities.

ARTICLE 4 CONDITIONS OF CLOSING

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Following any termination of this Agreement pursuant to Clauses 4.1(b), 4.2(b) or 4.3(b), the Termination Payment and the Purchaser Break Fee shall be governed in accordance with Clause 2.3 and otherwise, the Parties shall be released and discharged from all Liabilities under this Agreement other than Liabilities accruing prior to termination (including any Liabilities as a result of or arising out of or in connection with a breach of this Agreement), and from the further performance of any duties or obligations under this Agreement, except as provided in Clause 2.3, Clause 7.7(b) and Clause 12.13.

Each Party shall proceed diligently and in good faith and use its commercially reasonable efforts to cause the satisfaction of the conditions set forth in Clauses 4.1(a), 4.2(a), and 4.3(a) that are within its control, and shall provide the other Party with any reasonable assistance in the satisfaction of and compliance with such conditions that the other Party may reasonably request.

ARTICLE 5

CLOSING DELIVERIES

At the Closing Time, Vendor shall deliver, or cause to be delivered, to Purchaser:

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At the Closing Time, Purchaser shall pay or deliver (as the case may be), or cause to be paid or delivered (as the case may be), to Vendor:

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[Commercially sensitive provisions relating to license transfers redacted]

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The Parties acknowledge that in connection with the transfer of the Pipeline Licences, Vendor is required to transfer sufficient documentation to satisfy the transferor statement on the AER digital data submission system. If 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 Purchaser, shall be solely 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 Documents, Applicable Law, 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 for Purchaser's account. Nothing in this Clause 5.5 shall derogate or be construed as limiting any requirement of Vendor to be liable for and indemnify Purchaser or Purchaser's Related Persons in connection with any Losses and Liabilities or any Claims to the extent arising from (a) matters or things for which Purchaser is entitled to indemnification pursuant to Clause 7.1, or (b) the fraud, gross negligence or wilful misconduct of Vendor (or any of them).

With respect to the leased Vehicles listed in Schedule X (and such replacements and additions thereto as mutually agreed by the Parties acting reasonably), Purchaser shall make all commercially reasonable efforts, with the cooperation and assistance of Vendor, to effect the transfer of the Vehicles to Purchaser, whether by the assumption of existing leases or rental agreements or by entering into new leases or rental agreements with the subject lessors. All costs associated with the transfer of the Vehicles and any leased Tangible and equipment shall be at Purchaser's sole cost and expense, and Purchaser shall accept the transfer of the Vehicles on an "as is, where is" basis, with no representation by Vendor as to the condition thereof.

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Vendor hereby makes the following representations and warranties to and in favour of Purchaser:

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Except, in each case, to the extent disclosed in Schedule "E":

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and Purchaser hereby waives, all other representations or warranties relating to any such Person, property, circumstance or matter, regardless of whether made directly or indirectly, in verbal, written or electronic form, by Vendor or any of Vendor's Related Persons, or implied under or arising by operation of Applicable Law. Purchaser acknowledges that it has only relied upon the representations and warranties contained in Clause 6.1 and not on any representations or warranties outside this Agreement.

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Purchaser hereby makes the following representations and warranties to and in favour of Vendor:

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In addition, Purchaser represents and warrants:

 

(i)	Section 8(c)(iii);	(ix)	Section 8(c)(xliii);	(xvii)	Section 8(c)(lvi);
(ii)	Section 8(c)(xvi);	(x)	Section 8(c)(xlv);	(xviii)	Section 8(c)(lvii);
(iii)	Section 8(c)(xxii);	(xi)	Section 8(c)(xlvi);	(xix)	Section 8(c)(lxiii);
(iv)	Section 8(c)(xxv);	(xii)	Section 8(c)(xlviii);	(xx)	Section 8(c)(lxvii);
(v)	Section 8(c)(xxx);	(xiii)	Section 8(c)(xlix);	(xxi)	Section 8(c)(lxx);
(vi)	Section 8(c)(xxxii);	(xiv)	Section 8(c)(lii);	(xxii)	Section 8(c)(lxxi);
(vii)	Section 8(c)(xxxiv);	(xv)	Section 8(c)(liii);	(xxiii)	Section 8(c)(lxxiii);
(viii)	Section 8(c)(xli);	(xvi)	Section 8(c)(liv);	(xxiv)	Section 8(c)(lxxv); and

 

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In respect of the Purchaser Assets:

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and Vendor hereby waives, all other representations or warranties relating to any such Person, property, circumstance or matter, regardless of whether made directly or indirectly, in verbal, written or electronic form, by Purchaser or any of Purchaser's Related Persons, or implied under or arising by operation of Applicable Law. Vendor acknowledges that it has only relied upon the representations and warranties contained in Clause 6.3 and not on any representations or warranties outside this Agreement.

Subject to the provisions of Clause 12.8, the respective representations and warranties set forth in Clauses 6.1 and 6.3 shall, absent fraud, survive Closing for the 12-month period immediately following Closing; provided that in the case of the representation and warranty of Vendor in Clause 6.1(g), such representation and warranty shall, absent fraud, survive Closing until the date that is ninety (90) days after the date on which the relevant Governmental Authorities are no longer entitled to assess or reassess Vendor or Purchaser, as applicable, in respect of a taxation year or other fiscal period that ends on or before the Closing (the "Survival Period").

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Neither Party shall be liable under this Agreement for any Claims or Losses suffered, sustained, paid or incurred by the other Party after Closing that result from any inaccuracy in or breach of any representation or warranty in this Agreement if the Party seeking indemnification for such Claims and Losses had knowledge of such inaccuracy or breach at the time Closing occurs. In respect of the foregoing: (a) Purchaser shall be deemed to have actual knowledge of all facts, matters, events or circumstances expressly disclosed in the Data Room and Schedules A through H, M and X to this Agreement; and (b) Vendor shall be deemed to have knowledge of all matters in respect of the Purchaser Assets which Vendor had knowledge by virtue of being the operator of the Purchaser Assets or which Vendor ought to have had knowledge of if Vendor acted in accordance with the standards and practices that would reasonably be expected to be observed by an experienced and prudent operator of assets similar to the Purchaser Assets including by acting in compliance with good oil and gas industry practices and in compliance with Applicable Law.

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ARTICLE 7

INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES

Subject to Clauses 7.7 and 12.8, if Closing occurs, the Vendor Parties shall be jointly and severally liable for all Losses and Liabilities suffered, sustained, paid or incurred by Purchaser or any of Purchaser's Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and keep harmless Purchaser and each of Purchaser's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it, in either case, as a direct consequence of: (i) any representations or warranties contained in Clause 6.1 being untrue or incorrect; (ii) a breach by Vendor of any of its covenants contained in this Agreement; (iii) the Assumed Liabilities (with respect to the Purchaser Assets); or (iv) the Excluded Assets, provided that Vendor shall have no liability under this Clause 7.1:

Subject to Clause 7.7 and 12.8, if Closing occurs, Purchaser, shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of Vendor's Related Persons and in addition and as an independent covenant, shall defend, indemnify and keep harmless Vendor and each of Vendors' Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it, in either case, as a direct consequence of (i) any representations or warranties in Clause 6.3 being untrue or incorrect; (ii) any breach by Purchaser of any of its covenants contained in this Agreement or (iii) the Assumed Liabilities (with respect to the Assets), provided that, Purchaser shall have no liability under this Clause 7.2:

From and after Closing, Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of Vendor's Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and save harmless Vendor and each of Vendor's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it; which and to the extent, in either case, arise out of any matter or thing occurring, accruing or arising on and after the Adjustment Date and which relates to the Assets (excluding any Losses and Liabilities or

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Claims that pertain to (i) breaches of Purchaser's representations and warranties in Clause 6.3 or covenants or agreements contained in this Agreement, which shall be dealt with under Clause 7.2 or (ii) any Environmental Liabilities, which shall be dealt with under Clause 7.5). Notwithstanding the foregoing in this Clause 7.3, nothing in this Clause 7.3 shall be construed so as to require Purchaser to be liable for or to indemnify Vendor or Vendor's Related Persons in connection with any such Losses and Liabilities or any such Claims to the extent arising from:

From and after Closing, Vendor shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Purchaser or any of Purchaser's Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and save harmless Purchaser and each of Purchaser's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it; which and to the extent, in either case, arise out of any matter or thing occurring, accruing or arising on and after the Adjustment Date and which relates to the Purchaser Assets (excluding any Losses and Liabilities or Claims that pertain to (i) breaches of Vendor's representations and warranties in Clause 6.1 or covenants or agreements contained in this Agreement, which shall be dealt with under Clause 7.1 or (ii) any Environmental Liabilities, which shall be dealt with under Clause 7.6). Notwithstanding the foregoing in this Clause 7.4, nothing in this Clause 7.4 shall be construed so as to require Vendor to be liable for or to indemnify Purchaser or Purchaser's Related Persons in connection with any such Losses and Liabilities or any such Claims to the extent arising from:

From and after Closing, Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of Vendor's Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and save harmless Vendor and each of Vendor's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it which, in either case and to the extent, arise from all past, present and future Environmental Liabilities relating to the Assets. This assumption of liability and indemnity shall apply without limit and without regard to the negligence of Vendor or any of Vendor's Related Persons. The Parties acknowledge that the Purchase Price has taken into account all of the Environmental Liabilities and, accordingly, this assumption of liability and indemnity shall apply in respect of all of the Environmental Liabilities relating to the Assets. Purchaser hereby waives, and acknowledges and agrees that it shall not exercise, any right or remedy against Vendor or any of Vendor's Related Persons in respect to any such Environmental Liabilities that Purchaser may otherwise have under Applicable Law, including any right to name Vendor or any of Vendor's Related Persons as a party to any Claim commenced by Purchaser or by any Third Party in which Purchaser is a party. Notwithstanding the foregoing in this Clause 7.5 nothing in this Clause 7.5 shall be construed so as to require Purchaser to be liable for or to indemnify Vendor or any of Vendor's Related Persons in connection with any such Losses and Liabilities or any such Claims to the extent arising from matters or things for which Purchaser is entitled to indemnification pursuant to Clause 7.1 for breach of Vendor's representation and warranty in Clause 6.1(w).

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From and after Closing, Vendor shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Purchaser or any of Purchaser's Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and save harmless Purchaser and each of Purchaser's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it which, in either case and to the extent, arise from all past, present and future Environmental Liabilities relating to the Purchaser Assets. This assumption of liability and indemnity shall apply without limit and without regard to the negligence of Purchaser or any Purchaser's Related Persons. The Parties acknowledge that the Purchase Price has taken into account all of the Environmental Liabilities and, accordingly, this assumption of liability and indemnity shall apply in respect of all of the Environmental Liabilities relating to the Purchaser Assets. Vendor hereby waives, and acknowledges and agrees that it shall not exercise, any right or remedy against Purchaser or any of Purchaser's Related Persons in respect to any such Environmental Liabilities that Vendor may otherwise have under Applicable Law, including any right to name Purchaser or any of Purchaser's Related Persons as a party to any Claim commenced by Vendor or by any Third Party in which Vendor is a party. Notwithstanding the foregoing in this Clause 7.6 nothing in this Clause 7.6 shall be construed so as to require Vendor to be liable for or to indemnify Purchaser or any of Purchaser's Related Persons in connection with any such Losses and Liabilities or any such Claims to the extent arising from matters or things for which Vendor is entitled to indemnification pursuant to Clause 7.1 for breach of Purchaser's representation and warranty in Clause 6.3(u).

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ARTICLE 8

EMPLOYEES AND INDEPENDENT CONTRACTORS

[Provisions relating to employee offers by Purchaser]

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Subject to the other provisions of this Article 8 and subject to Closing occurring, Purchaser is responsible for and shall indemnify and hold harmless Vendor from and against any and all Losses and Liabilities (including without limitation, wrongful dismissal or constructive dismissal claims) with respect to any obligations, including, without limitation, obligations to reimburse costs and expenses or obligations in respect of:

[Non-solicitation provisions redacted]

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ARTICLE 9

PRE-CLOSING PERIOD

During the Pre-Closing Period, the Applicable Vendor will maintain the Assets or the Purchaser Assets, as applicable, in a prudent manner in accordance with good oil field practices and all Applicable Law; provided that, Vendor shall continue to carry out its 2025 Development Program, unless otherwise requested by Purchaser in writing, on the Assets, including initiating and incurring capital expenditures in respect of the same; provided further that, subject to the foregoing, nothing in this Article 9 shall require the Applicable Vendor to initiate any capital expenditures or incur other expenses other than operating expenditures in the ordinary course of business. Subject to the foregoing sentence, the Applicable Vendor shall comply with all of its obligations with respect to the Assets or the Purchaser Assets, as applicable, under the Title Documents and Material Contracts, will pay when due all expenses and other amounts payable in respect of the Assets or the Purchaser Assets, as applicable, during the Pre-Closing Period and will maintain any insurance it holds respecting the Assets or the Purchaser Assets, as applicable, until

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Closing. The Applicable Vendor will not be required to obtain additional insurance respecting the Assets or the Purchaser Assets, as applicable, during the Pre-Closing Period.

The Applicable Vendor shall retain the responsibility for administration of the Assets or the Purchaser Assets, as applicable, for all periods of time prior to the Closing Time. For the purpose of this Clause 9.2 the expression "administration" shall mean responsibility for joint venture billing, payment of lease rentals, computation and payment of royalties, filing of production reports with appropriate Governmental Authorities and other similar administrative activities.

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provided that, no employee, officer or director of Vendor or any of its Affiliates shall be required to take any action which would result in any such Person incurring any personal liability with respect to any matters related to the Financings; and provided further that Vendor shall be under no obligation to provide Purchaser with any "forward-looking information", "financial outlook" or "future-oriented financial information" (as such terms are defined in NI 51-102). Purchaser indemnifies and holds harmless Vendor and its Related Persons from and against any and all Liabilities, Losses and Claims suffered or incurred by any of them in connection with or as a result of any financing or potential financing by Purchaser or any actions or omissions by any of them in connection with any request by Purchaser made hereunder and for any alleged misstatement or omission in any information provided hereunder at the request of Purchaser, except to the extent any of the foregoing results from the fraud or wilful misconduct of Vendor or any of its Related Persons as determined in a final and non-appealable judgement by a court of competent jurisdiction.

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The Purchaser hereby covenants and agrees that, notwithstanding anything to the contrary in the CIP Agreements, it will, or will cause its Affiliates to, as promptly as possible and in any event prior to the Meeting, enter into an amendment to each CIP Agreement (other than the CIP Subscription Agreement) providing for the automatic termination of such CIP Agreement in the event that CIP together with its Affiliates ceases to hold, in the aggregate, for a continuous period of at least [number of days] days, [percentage]% or more of the outstanding Purchaser Shares.

ARTICLE 10

POST-CLOSING MATTERS

Following Closing, subject, in all cases, to the terms and conditions of the Contract Operating Agreement and the Transitional Services Agreement, as applicable,

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Insofar as Vendor maintains the Assets and takes actions on behalf of Purchaser in compliance with the obligations under Clause 10.1:

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ARTICLE 11

DISPUTE RESOLUTION

Except as provided in Clauses 3.3(c) and 3.3(d) the Parties will exclusively and finally resolve all Disputes pursuant to the procedures set out in this Article 11.

If a Dispute arises, Vendor or Purchaser will initiate the resolution process by giving notice to the other setting out in writing and in detail the issues and (if applicable) the amount in dispute. A meeting between Vendor or ▇▇▇▇▇▇▇▇▇, attended by individuals with decision-making authority, must take place within thirty (30) days from the date the notice was sent in an attempt to resolve the Dispute through direct negotiations.

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If a Dispute is not resolved by a meeting pursuant to Clause 11.2 within thirty (30) days from the date the meeting is held, the Dispute will be finally settled by binding arbitration and Vendor or Purchaser may initiate arbitration by giving notice to the other. Except to the extent modified in this Article, any arbitration hereunder will be conducted pursuant to the provisions of the Arbitration Act (Alberta). The place of any arbitration shall be Calgary, Alberta.

The following provisions will apply to any arbitration proceedings hereunder:

Any Dispute, any negotiations or arbitration proceedings between Vendor and Purchaser in relation to any Dispute and any documents or materials produced used therein will be confidential and will not be disclosed to any Third Party, provided that disclosure may be made:

ARTICLE 12

GENERAL

Each Party will, from time to time and at all times after Closing, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

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Without limiting the rights of Purchaser under the instruments or agreements in respect of the Financings, and notwithstanding anything to the contrary contained in this Agreement, the Vendor agrees that neither they, nor any of their Affiliates or Related Persons, shall (a) have any rights or claims (and hereby waives any rights or claims) against any lender, underwriter, bookrunner or agent which provides or agrees or proposes to underwrite, place, provide or arrange any debt or equity financing to Purchaser pursuant to any of the Financings (a "Financing Source Party") in connection with this Agreement, the Financings or the transactions contemplated hereby or thereby, and no Financing Source Parties shall have any rights or claims against the Vendor nor any of their Affiliates or Related Persons in connection with this Agreement, the Financings or the transactions contemplated hereby or thereby, in each case whether at law or equity, in contract, in tort or otherwise, or (b) commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any claim against any Financing Source Party in connection with this Agreement, the Financings or the transactions contemplated hereby or thereby. Each Party agrees that the Financing Source Parties are express third-party beneficiaries of, and may rely upon and enforce, this Clause 12.3.

This Agreement may not be assigned by a Party without the prior written consent of the other Party, which consent may be unreasonably and arbitrarily withheld. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and permitted assigns.

Time shall be of the essence in this Agreement.

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Vendor:		c/o Obsidian Energy Ltd.
	▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
	Attention:		[Name, Position]
	Email:		[email]
Purchaser:	InPlay Oil Corp.
	2000 – ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
	Attention:		[Name, Position]
	Email:		[email]

 

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In case any of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby.

No failure on the part of any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any right or remedy in law or in equity or by other Applicable Law or otherwise conferred. No waiver of any provision of this Agreement, including this Clause 12.10, shall be effective otherwise than by an instrument in writing dated subsequent to the date of this Agreement, executed by a duly authorized representative of the Party making such waiver.

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The respective representations, warranties, covenants and indemnities of the Parties contained in this Agreement, including all qualifications thereof and limitations thereon, shall not be merged in any assignments, conveyances, transfers and other documents provided for under this Agreement and shall survive Closing to the extent provided in the respective terms thereof.

This Agreement shall not be varied in its terms or amended by oral agreement or by representations or otherwise other than by an instrument in writing dated subsequent to the date of this Agreement, executed by a duly authorized representative of each Party.

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This Agreement may be executed in any number of counterparts with the same effect as if all signatories to the counterparts had signed one document. All such counterparts shall together constitute and be construed as one instrument. For avoidance of doubt, a signed counterpart provided by way of facsimile transmission or other electronic means shall be as binding upon the Parties as an originally signed counterpart.

Execution Page Follows

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

 

OBSIDIAN ENERGY LTD.				INPLAY OIL CORP.
Per:	(signed) “▇▇▇▇▇▇▇ ▇▇▇▇▇▇”		Per:	(signed) “▇▇▇▇ ▇▇▇▇▇▇▇”
	Name:			Name:
	Title:			Title:
Per:	(signed) “▇▇▇▇▇ ▇▇▇▇▇”		Per:	(signed) “▇▇▇▇▇▇ ▇▇▇▇▇▇▇”
	Name:			Name:
	Title:			Title:

 

 

 

OBSIDIAN ENERGY PARTNERSHIP, by its managing partner, Obsidian Energy Ltd.			▇▇▇▇▇▇▇ ALBERTA LTD.
Per:	(signed) “▇▇▇▇▇▇▇ ▇▇▇▇▇▇”		Per:	(signed) “▇▇▇▇▇▇▇ ▇▇▇▇▇▇”
	Name:			Name:
	Title:			Title:

 

 

 

 

 

 

 

 

 

 

This is the Execution Page for the Asset Purchase and Sale Agreement dated February 19, 2025 between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. as Vendor and InPlay Oil Corp. as Purchaser.

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LANDS, LEASES, PETROLEUM AND NATURAL GAS RIGHTS AND ▇▇▇▇▇

[Description of lands, leases, petroleum and natural gas rights and ▇▇▇▇▇]

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FACILITIES

[Description of facilities]

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MATERIAL CONTRACTS

[Description of material contracts]

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AFEs

[Description of AFEs]

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DISCLOSURE SCHEDULE

[Redacted]

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EXCLUDED ASSETS

[Description of Excluded Assets]

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PROPRIETARY SEISMIC DATA AND PARTNER SEISMIC DATA

[Description of Proprietary Seismic Data and Partner Seismic Data]

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ROFRs

[Description of ROFRs]

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FORM OF VENDOR ASSETS GENERAL CONVEYANCE

GENERAL CONVEYANCE

THIS GENERAL CONVEYANCE made the day of , 2025.

BETWEEN:

OBSIDIAN ENERGY LTD., a corporation amalgamated pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Obsidian")

- and -

OBSIDIAN ENERGY PARTNERSHIP, a general partnership formed pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Obsidian Partnership")

- and -

▇▇▇▇▇▇▇ ALBERTA LTD. a corporation formed pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("1647 Co")

(Obsidian, Obsidian Partnership and 1647 Co collectively, "Vendor")

- and -

INPLAY OIL CORP., a corporation formed under the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Purchaser")

WHEREAS pursuant to the provisions of an Asset Purchase and Sale Agreement February 19, 2025 dated 2025 between Vendor and Purchaser (the "Sale Agreement"), Purchaser has agreed to purchase the "Assets", as defined in the Sale Agreement, subject to the terms and conditions set forth in the Sale Agreement;

NOW THEREFORE THIS GENERAL CONVEYANCE WITNESSES that Vendor and ▇▇▇▇▇▇▇▇▇ agree as follows:

Unless otherwise defined in this General Conveyance, capitalized words when used in this General Conveyance have the meaning ascribed to them in the Sale Agreement.

 

Pursuant to and for the consideration provided for in the Sale Agreement, Vendor hereby sells, assigns, transfers, conveys and sets over to Purchaser Vendor's entire right, title, estate and interest in and to the Assets, and Purchaser hereby purchases, assumes and accepts the Assets, to have and to hold the same absolutely, together with all benefits and advantages to be derived therefrom, subject to the terms and conditions of the Sale Agreement.

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This General Conveyance shall be effective as the date first written above.

This General ▇▇▇▇▇▇▇▇▇▇ is executed and delivered by the Parties hereto pursuant to and for the purposes of the provisions of the Sale Agreement and the provisions of the Sale Agreement shall prevail and govern in the event of a conflict between the provisions of the Sale Agreement and this General Conveyance.

This General Conveyance shall be binding upon and shall enure to the benefit of the Parties hereto and their respective administrators, trustees, receivers, successors and permitted assigns.

Each Party hereto will, from time to time and at all times hereafter, at the request of the other Party but without further consideration, do all such further acts and execute and deliver all such further documents as shall be reasonably required in order to fully perform and carry out the terms of this General Conveyance.

Nothing contained in this General Conveyance shall in any way result in a merger of the terms and conditions of the Sale Agreement with the terms and conditions of this General Conveyance and the Parties hereto specifically agree that all such terms and conditions of the Sale Agreement shall continue to apply to the within conveyance.

This General Conveyance shall be governed by and construed in accordance with the laws of the Province of Alberta.

This General Conveyance may be executed in any number of counterparts with the same effect as if all signatories to the counterparts had signed one document. All such counterparts shall together constitute and be construed as one instrument. For avoidance of doubt, a signed counterpart provided by way of electronic means shall be as binding upon the Parties as an originally signed counterpart.

IN WITNESS WHEREOF the Parties hereto have executed this General Conveyance as of the date first written above.

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OBSIDIAN ENERGY LTD.			INPLAY OIL CORP.
Per:			Per:
	Name:			Name:
	Title:			Title:
Per:			Per:
	Name:			Name:
	Title:			Title:

 

 

 

OBSIDIAN ENERGY PARTNERSHIP, by its managing partner, Obsidian Energy Ltd.			▇▇▇▇▇▇▇ ALBERTA LTD.
Per:			Per:
	Name:			Name:
	Title:			Title:

 

 

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FORM OF PURCHASER ASSETS GENERAL CONVEYANCE

GENERAL CONVEYANCE

THIS GENERAL CONVEYANCE made the day of , 2025.

BETWEEN:

OBSIDIAN ENERGY PARTNERSHIP, a general partnership formed pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Obsidian Partnership")

- and -

INPLAY OIL CORP., a corporation formed under the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("InPlay")

WHEREAS pursuant to the provisions of an Asset Purchase and Sale Agreement February 19, 2025 dated 2025 between inter alia, Obsidian Partnership and InPlay (the "Sale Agreement"), Obsidian Partnership has agreed to acquire and receive the "Purchaser Assets", as defined in the Sale Agreement, subject to the terms and conditions set forth in the Sale Agreement;

NOW THEREFORE THIS GENERAL CONVEYANCE WITNESSES that InPlay and Obsidian

Partnership agree as follows:

Unless otherwise defined in this General Conveyance, capitalized words when used in this General Conveyance have the meaning ascribed to them in the Sale Agreement. "Party" and "Parties" means InPlay and Obsidian Partnership or either of them, as the context requires.

Pursuant to and for the consideration provided for in the Sale Agreement, InPlay hereby sells, assigns, transfers, conveys and sets over to Obsidian Partnership InPlay's entire right, title, estate and interest in and to the Purchaser Assets, and Obsidian Partnership hereby purchases, assumes and accepts the Purchaser Assets, to have and to hold the same absolutely, together with all benefits and advantages to be derived therefrom, subject to the terms and conditions of the Sale Agreement.

This General Conveyance shall be effective as the date first written above.

This General ▇▇▇▇▇▇▇▇▇▇ is executed and delivered by the Parties hereto pursuant to and for the purposes of the provisions of the Sale Agreement and the provisions of the Sale Agreement shall prevail and govern in the event of a conflict between the provisions of the Sale Agreement and this General Conveyance.

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This General Conveyance shall be binding upon and shall enure to the benefit of the Parties hereto and their respective administrators, trustees, receivers, successors and permitted assigns.

Each Party hereto will, from time to time and at all times hereafter, at the request of the other Party but without further consideration, do all such further acts and execute and deliver all such further documents as shall be reasonably required in order to fully perform and carry out the terms of this General Conveyance.

Nothing contained in this General Conveyance shall in any way result in a merger of the terms and conditions of the Sale Agreement with the terms and conditions of this General Conveyance and the Parties hereto specifically agree that all such terms and conditions of the Sale Agreement shall continue to apply to the within conveyance.

This General Conveyance shall be governed by and construed in accordance with the laws of the Province of Alberta.

This General Conveyance may be executed in any number of counterparts with the same effect as if all signatories to the counterparts had signed one document. All such counterparts shall together constitute and be construed as one instrument. For avoidance of doubt, a signed counterpart provided by way of electronic means shall be as binding upon the Parties as an originally signed counterpart.

IN WITNESS WHEREOF the Parties hereto have executed this General Conveyance as of the date first written above.

 

OBSIDIAN ENERGY PARTNERSHIP, by its managing partner, Obsidian Energy Ltd.			INPLAY OIL CORP.
Per:			Per:
	Name:			Name:
	Title:			Title:
Per:			Per:

 

 

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FORM OF CERTIFICATE FOR VENDOR

TO: InPlay Oil Corp. ("Purchaser")

RE: Asset Purchase and Sale Agreement dated February 19, 2025 (the "Sale Agreement") between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. ("Vendor") and Purchaser.

The undersigned, [INSERT NAME], being the [INSERT TITLE] of Obsidian Energy Ltd. on behalf of Vendor, hereby certifies, for and on behalf of Vendor and not in his/her personal capacity, as follows:

DATED at Calgary, Alberta, as of the day of , 2025.

 

OBSIDIAN ENERGY LTD.
Per:
	Name:
	Title:

 

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FORM OF CERTIFICATE FOR PURCHASER

TO: Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. (collectively, "Vendor")

RE: Asset Purchase and Sale Agreement dated February 19, 2025 (the "Sale Agreement") between Vendor and InPlay Oil Corp. ("Purchaser")

The undersigned, [INSERT NAME], being the [INSERT TITLE] of Purchaser, hereby certifies, for and on behalf of ▇▇▇▇▇▇▇▇▇ and not in his/her personal capacity, as follows:

DATED at Calgary, Alberta, as of the day of , 2025.

 

INPLAY OIL CORP.
Per:
	Name:
	Title:

 

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FORM OF SEISMIC LICENSE

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SEISMIC LICENSE AGREEMENT

THIS AGREEMENT made as of [], 2025.

BETWEEN:

OBSIDIAN ENERGY PARTNERSHIP, a general partnership formed pursuant to the laws of the Province of Alberta, with its head office in Calgary, Alberta ("Licensor")

- and -

INPLAY OIL CORP., a body corporate incorporated under the laws of Alberta, with its head office in Calgary, Alberta ("Licensee")

WHEREAS Licensor and Licensee have entered into an Asset Purchase and Sale Agreement dated [], 2025 (the "Sale Agreement"), pursuant to which Licensor has agreed to grant Licensee a non-exclusive, perpetual license permitting Licensee the use of certain proprietary geophysical data associated with the 2D and/or 3D seismic surveys described in Schedules "A" and "B", solely for the limited purposes set out herein;

NOW THEREFORE in consideration of the premises hereto and of the covenants, warranties, representations, agreements and payments set forth and provided for herein and in the Sale Agreement, the Parties covenant and agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

In this Agreement, including the recitals and any schedules hereto, unless otherwise stated or unless there is something in the subject matter or context inconsistent therewith:

 

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provided however, and for greater certainty, Derivatives do not include Interpretations or any information, data, methods, processes, algorithms or other inputs or tools used by, or on behalf of, Licensee to create same.

 

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provided that, for greater certainty, any product (including any maps) that includes any element or measurement of Seismic Data, shall be deemed to be a Derivative and not an Interpretation.

 

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In this Agreement, unless the context requires otherwise:

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The following schedules ("Schedules") are attached hereto and form a part of this Agreement.

 

	Schedule "A":	Land Plats
	Schedule "B":	Description of 2D and 3D Seismic Lines and Seismic Surveys, Microseismic and Test Lines

 

ARTICLE 2
GRANT OF LICENSE

Licensor hereby grants to Licensee, upon and subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable (other than as provided herein) right and license:

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Within 30 days following execution of this Agreement, Licensor shall deliver to Licensee a copy of the Seismic Data.

 

ARTICLE 3
LIABILITY AND DISCLAIMERS

Licensee shall be:

Except as otherwise provided in this Agreement, the Seismic Data (including in all cases all Derivatives) is provided on a strictly 'as is', 'where is' and 'as available basis', with no guarantees, representations, warranties or conditions of any nature or kind whatsoever, whether express or implied, or arising from statute or custom of trade, or otherwise, with respect to the nature, quality, contents, timeliness, accuracy, ownership or, once delivered to Licensee (or to Licensor, with respect to Derivatives), the subsequent availability of the Seismic Data and Derivatives, including any conditions or warranties of merchantability, merchantable quality, compliance with any description, non-infringement or misappropriation of Third Party rights, or fitness for use for a particular purpose. Any expenditure made by a Party as a result of or with respect to use or review of the Seismic Data or Derivatives, and any use of or reliance on the Seismic Data or Derivatives, shall be at such Party's sole risk, cost and expense and Licensor (in the case of Seismic Data) and Licensee (in the case of Derivatives) shall not be liable in any way for any error or inaccuracy in the Seismic Data or Derivatives, as applicable, which error or inaccuracy might have induced the making of such expenditure. If, following the date of this Agreement, Licensor determines that is does not have an ownership interest in any portion of the Seismic Data, such Seismic Data and related Derivatives shall be deemed to be removed from this Agreement and shall not be subject to the license granted hereunder. In no event will the liability of Licensor to Licensee for any loss or claim whatsoever with respect to this Agreement or the Seismic Data and Derivatives, whether arising under this Agreement or otherwise, exceed a sum equal to the total license fee set forth in Section 2.3(a), whether such loss or claim arises under theories of tort, contract, warranty, statutory condition, fiduciary duty, due diligence, strict liability, product liability, or otherwise.

Licensee agrees that Licensor will be irreparably injured by any breach of this Agreement by Licensee, which may not adequately be compensated for by damages. Accordingly, and without any requirement to wait for the expiry of any period granted to Licensee to cure any default, Licensor shall be entitled to immediately seek injunctive or other equitable relief to prevent breaches of this Agreement, and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which Licensor may be entitled, whether hereunder, at law or in equity.

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ARTICLE 4

CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS

Licensee shall keep the Seismic Data and Derivatives strictly confidential and, except as expressly permitted by Section 4.3 or as may be subsequently expressly authorized in writing by Licensor, Licensee shall not (i) Display or Disclose the Seismic Data or the Derivatives to any Third Party,

(ii) permit any Third Party to have access, use, or have actual or constructive possession of the Seismic Data or the Derivatives; or (iii) Transfer the Seismic Data or the Derivatives to any Third Party. The foregoing obligations of confidentiality shall survive the expiration or termination of this Agreement, howsoever caused.

Licensee may make copies of any Seismic Data or Derivatives for the sole purpose of using such copies pursuant to the rights and licenses granted herein, provided that Licensee shall incorporate internal controls to identify the Seismic Data or the Derivatives as property of Licensor and ensure the confidential treatment of the Seismic Data and Derivatives.

 

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If a Prospective Party desires the Disclosure or Transfer of the Seismic Data or the Derivatives, it will require consent from Licensor, which consent may not be unreasonably withheld, and an additional license fee for each such Joint Venture Partner may be charged by Licensor at Licensor's sole discretion, to be paid by Licensee, and the Disclosure or Transfer of the Seismic Data and Derivatives shall be subject to the restrictions set out in this Agreement.

 

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ARTICLE 5
TERMINATION

 

Upon termination of this Agreement for any reason whatsoever, Licensee shall, within 30 days from such expiration or termination, promptly deliver to Licensor all Seismic Data and destroy all Derivatives, or, at the option of Licensor, destroy all Seismic Data and all Derivatives, licensed hereunder or in the custody or control or Licensee or a member of Licensee Group, and provide Licensor with written certification that (other than with respect to the Seismic Data and any Derivatives which must be retained by Licensee pursuant to Regulations or pursuant to a direction of a Government Authority):

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ARTICLE 6
MISCELLANEOUS

 

This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and permitted assigns.

Each Party will, from time to time and at all times after Closing, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the intent of this Agreement.

Except as provided herein, this Agreement shall be construed to benefit the Parties and their respective successors and permitted assigns only, and shall not be construed to create Third Party beneficiary rights in any other Person.

This Agreement, together with the agreements herein referred to, including the Sale Agreement, constitutes the entire agreement of the Parties relating to, and there are no collateral or other statements, understandings, covenants, agreements, representations or warranties, written or oral, relating to, the subject matter of this Agreement. This Agreement supersedes all prior agreements,

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understandings, negotiations and discussions, whether written or oral, between the Parties relating to the subject matter hereof or thereof.

The expiry or termination of this Agreement will not discharge or release either Party from any of its liabilities or obligations accrued at the time of such expiry or termination (including a breach of a representation, warranty or covenant) or from any of its liabilities or obligations that expressly continue beyond or arise out of such expiry or termination of this Agreement, including for certainty Sections 3.1, 3.3, 4.1, 5.2 and 6.12.

In case any of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

 

Time shall be of the essence in this Agreement.

The addresses for service and email addresses of the Parties shall be as follows:

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	Licensor:
	c/o Obsidian Energy Ltd. ▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇.▇. Calgary, Alberta T2P 1K3
	Attention:	[]
	E-mail:	[]
	Licensee:
	InPlay Oil Corp.
	[]
	[]
	Attention:	[]
	E-mail:	[]

 

All notices, communications and statements required, permitted or contemplated hereunder shall be in writing, and shall be delivered as follows:

 

A Party may from time to time change its address for service or email address by giving notice of such change to the other Party.

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. 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.

This Agreement may be executed in as many counterparts as are deemed necessary, and may be delivered by facsimile or in electronic pdf form, and when so executed and delivered, each such counterpart is as valid and binding on all Parties as every other such counterpart. If a Party delivers

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a counterpart by facsimile or in electronic pdf form, that Party shall promptly thereafter deliver to the other Party an originally executed counterpart.

[The remainder of this page is intentionally blank.]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

 

OBSIDIAN ENERGY PARTNERSHIP, by its Managing partner, Obsidian Energy Ltd.			INPLAY OIL CORP.
Per:			Per:
	Name:			Name:
	Title:			Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This is the Execution Page for the Seismic License Agreement between Obsidian Energy Partnership and InPlay Oil Corp.

 

 

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SCHEDULE "A"

Land Plat

[Redacted]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SCHEDULE "B"

Description of 2D and 3D Seismic Lines and Seismic Surveys, Microseismic and Test Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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FORM OF CONTRACT OPERATING AGREEMENT

---

 

 

 

 

 

INTERIM CONTRACT OPERATING AGREEMENT

 

 

 

 

BETWEEN

 

 

 

 

OBSIDIAN ENERGY LTD.

(As Licensee)

 

 

-and-

 

 

INPLAY OIL CORP.

(As Contractor)

 

 

 

 

 

 

 

 

Dated the [•] day of [•], 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

		Page
Article 1	INTERPRETATION	1
1.1	Definitions	1
1.2	Interpretation	3
Article 2	CONTRACTOR'S RESPONSIBILITIES	3
2.1	Contractor's Responsibilities	3
2.2	Licensee Responsibilities	5
2.3	Qualifications of Contractor	6
2.4	Licensee's Good Standing	6
Article 3	EMERGENCIES	6
3.1	Emergencies	6
Article 4	INDEPENDENT CONTRACTOR	7
4.1	Independent Contractor	7
Article 5	LMF FEE AND COVENANTS	7
5.1	LMF Fee.	7
5.2	LMF Fee Calculation and Payment	8
5.3	Sales Tax	8
5.4	AER Transfer Covenants	8
5.5	Retained Asset Abandonment Work	9
Article 6	INSURANCE	9
6.1	Insurance	9
Article 7	LIABILITY AND INDEMNIFICATION	9
7.1	Liability and Indemnification	9
Article 8	TERM	11
8.1	Term and Termination	11
Article 9	MISCELLANEOUS	11
9.1	Notices	11
9.2	Assignment	12
9.3	Amendment	12
9.4	Entire Agreement	12
9.5	Set-Off	12
9.6	Resolution of Disputes	13
9.7	Governing Law	13
9.8	Further Assurances	13
9.9	Waiver	13
9.10	Time of the Essence	13
9.11	Counterparts	13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Table of Contents (Continued)

 

 

Exhibits:
Exhibit "A" -	Insurance Requirements
Exhibit "B" -	Addresses of Parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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INTERIM CONTRACT OPERATING AGREEMENT

THIS AGREEMENT dated the [] day of [], 2025.

BETWEEN:

OBSIDIAN ENERGY LTD., a body corporate amalgamated pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Licensee")

- and -

INPLAY OIL CORP., a body corporate incorporated pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Contractor")

 

 

WHEREAS Contractor and Licensee, together with Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. (collectively with Licensee, "Vendor") entered into an Asset Purchase and Sale Agreement dated February [], 2025 (the "Sale Agreement");

AND WHEREAS Closing has occurred in accordance with the terms of the Sale Agreement and Contractor is the beneficial owner of the Assets;

AND WHEREAS Licensee will, in accordance with the terms of the Sale Agreement, submit the AER Transfers with the AER for the transfer to Contractor of the applicable Permits in respect of the ▇▇▇▇▇ and Tangibles for which Licensee is the licence holder (the "Operated Assets") and Licensee shall remain the license holder of the Permits applicable to the Operated Assets until the date the AER approves the AER Transfers (the "Licence Transfer Date");

AND WHEREAS the Parties have agreed that Contractor shall provide and be responsible for certain operating services with respect to the Operated Assets from the date of this Agreement until the Licence Transfer Date in order to effect an orderly transfer of operatorship from Licensee to Contractor in accordance with the terms of this Agreement and the Sale Agreement;

NOW THEREFORE in consideration of the premises and the mutual covenants and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Contractor and Licensee, the Parties agree as follows:

ARTICLE 1
INTERPRETATION

In this Agreement (including the recitals), unless otherwise defined herein, the words and phrases which are defined terms in the Sale Agreement shall have the same meanings in this Agreement as ascribed to them in the Sale Agreement. In this Agreement, unless the context otherwise requires:

 

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In this Agreement, unless specifically provided otherwise or the context otherwise requires:

ARTICLE 2
CONTRACTOR'S RESPONSIBILITIES

Contractor will:

 

---

 

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Licensee will:

 

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If Contractor is not qualified to perform any service required to repair or maintain the Operated Assets, in accordance with the standard of care set forth in Clause 2.1(b), Contractor will arrange to have an experienced and qualified Third Party perform the service; provided that any such engagement, delegation or subcontracting shall not relieve Contractor from any of its duties, obligations or liability under this Agreement (including in respect of the work and services to be performed by the Third Party).

If Licensee, acting reasonably, believes that Contractor has not:

in each case, which obligation arises on or after the date of this Agreement, Licensee shall have the right to take whatever action it deems necessary, acting reasonably, to maintain Licensee's relationship, reputation or good standing with the AER or Governmental Authority, as applicable.

 

ARTICLE 3
EMERGENCIES

In an emergency:

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ARTICLE 4
INDEPENDENT CONTRACTOR

 

ARTICLE 5

LMF FEE AND COVENANTS

[Commercially sensitive provisions relating to license transfers redacted]

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[Commercially sensitive provisions relating to license transfers redacted]

The payment of the LMF Fee is exclusive of Sales Tax. InPlay shall pay to Obsidian any Sales Tax exigible upon or applicable to the LMF Fee.

If a Second License Transfer Request is required:

 

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[Commercially sensitive provisions relating to license transfers redacted]

ARTICLE 6
INSURANCE

 

ARTICLE 7

LIABILITY AND INDEMNIFICATION

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ARTICLE 8
TERM

(i) Contractor's obligations to pay Licensee the LMF Fee and any other outstanding amounts in accordance with Article 5, and (ii) liabilities and obligations accruing prior to termination (including any liabilities and obligations as a result of or arising out of or in connection with a breach of this Agreement), and the further performance of any duties or obligations under this Agreement with respect to such Operated Assets. For certainty, termination of this Agreement shall in no way release or discharge the Parties from any liabilities or obligations under the Sale Agreement. Article 5, Article 7 and Article 9 shall survive termination of this Agreement.

ARTICLE 9
MISCELLANEOUS

All notices, communications and statements required, permitted or contemplated in this Agreement shall be in writing, and shall be delivered as follows:

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This Agreement may only be amended with the written agreement of both Parties.

Licensee shall be entitled to set off any and all amounts due to Contractor under the Sale Agreement, against any and all amounts due from Contractor to Licensee under this Agreement.

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The Parties will exclusively and finally resolve all Claims, disputes or controversies between them arising out of this Agreement, including a Claim, dispute or controversy regarding the existence, construction, validity, interpretation, enforceability, termination or breach of this Agreement, (a "COA Dispute") pursuant to the procedures set out in Article [11] of the Sale Agreement, applied mutatis mutandis. For clarity, for these purposes, each reference to "Dispute", "Vendor" and "Purchaser" in Article [11] of the Sale Agreement shall be deemed to be a reference to "COA Dispute", "Licensee" and "Contractor", respectively.

Each Party will, from time to time and at all times during the term of this Agreement, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

A waiver of a provision of this Agreement, whether for future or past actions, shall not be binding upon a Party unless it is in writing and signed by its duly authorized representative(s), and such a waiver shall not operate as a waiver in the future of any provision, whether of a like or different character.

Time shall be of the essence in this Agreement.

This Agreement may be executed and delivered in any number of counterparts with the same effect as if all signatories to the counterparts had signed one document. All such counterparts shall together constitute and be construed as one and the same instrument. For avoidance of doubt, a signed counterpart provided by way of facsimile transmission or other electronic means shall be as binding upon the Parties as an originally signed counterpart.

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IN WITNESS WHEREOF the Parties have executed this Agreement each as of the date first written above.

 

LICENSEE:			CONTRACTOR:
OBSIDIAN ENERGY LTD.			INPLAY OIL CORP.
Per:			Per:
	[Name]			Name:
	[Title]			Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to the Interim Contract Operating Agreement]

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This Page and the Following Pages comprise Exhibit "A" attached to and Forming Part of the Interim Contract Operating Agreement made as of [], 2025 between Obsidian Energy Ltd., as Licensee, and InPlay Oil Corp., as Contractor.

INSURANCE REQUIREMENTS

 

When not otherwise covered by Contractor's comprehensive general liability policy, Contractor will obtain and maintain automobile liability insurance covering all motor vehicles, owned or non-owned, operated, used and leased or hired by Contractor in connection with the work under this Agreement with an inclusive bodily injury, death and property damage limit per occurrence of not less than $1,000,000.

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Contractor will, where not otherwise covered by Contractor's comprehensive general liability policy, obtain and maintain "all risks" insurance covering all supplies, machinery, tools and equipment owned, hired or leased by Contractor in connection with the work under this Agreement with minimum policy limits of not less than the replacement value of those items. The insurance may be waived for items below $50,000 in collective value.

All deductibles are for the account of the Party responsible for them in accordance with the liability and indemnity provisions of this Agreement.

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This Page and the Following Pages comprise Exhibit "B" attached to and Forming Part of the Interim Contract Operating Agreement made as of [·], 2025 between Obsidian Energy Ltd., as Licensee, and InPlay Oil Corp., as Contractor.

ADDRESSES OF PARTIES

 

LICENSEE	CONTRACTOR
Company Name:	Company Name:
Obsidian Energy Ltd.	InPlay Oil Corp.
Address:	Address:
#200, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇	▇▇▇▇, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: [Name]	Attention: [Name]
Email: [email]	Email: [email]

 

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This Page Comprises Schedule "M" Attached to and Forming Part of an Asset Purchase and Sale Agreement dated February 19, 2025 between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. as Vendor, and InPlay Oil Corp., as Purchaser.

2025 DEVELOPMENT PROGRAM

[Description of 2025 Development Program]

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This and the Following Pages Comprise Schedule "N" Attached to and Forming Part of an Asset Purchase and Sale Agreement dated February 19, 2025 between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. as Vendor, and InPlay Oil Corp., as Purchaser.

FORM OF REGISTRATION RIGHTS AGREEMENT

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REGISTRATION RIGHTS AGREEMENT

 

 

BETWEEN

 

 

INPLAY OIL CORP.

 

 

AND

 

 

OBSIDIAN ENERGY LTD.

 

 

Dated effective as of , 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

1.	Definitions	1
2.	Maintenance of Base Shelf Prospectus	3
3.	Demand Distribution	4
4.	Piggyback Distribution	5
5.	Priority	6
6.	Distribution Procedures	7
7.	Agreement Regarding Compliance with Applicable Securities Laws	9
8.	Preparation; Reasonable Investigation	9
9.	Indemnification	9
10.	Contribution	11
11.	Alternatives to Demand Distribution or Piggyback Distribution	11
12.	Meaning of "outstanding Common Shares"	12
13.	Restriction on Other Distribution or Registration Rights	12
14.	Termination	12
15.	Miscellaneous	12
16.	U.S. Registration Rights	14
17.	Assignment	14
18.	Counterparts	14

 

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REGISTRATION RIGHTS AGREEMENT

THIS AGREEMENT has been entered into effective , 2025 among:

INPLAY OIL CORP., a corporation existing under the laws of the Province of Alberta (the "Corporation") and OBSIDIAN ENERGY LTD., a corporation existing under the laws of the Province of Alberta (the "Investor" and together with the Corporation, the "Parties" and each a "Party")

WHEREAS the Investor and the Corporation, inter alia, entered into an asset purchase and sale agreement dated February 19, 2025 (the "Purchase Agreement"), pursuant to which the Corporation will acquire certain assets from the Investor and its Subsidiaries (as defined below) in exchange for, inter alia, cash and the issuance of Common Shares (as defined below) to the Investor;

AND WHEREAS, it is a condition to the closing of the transactions contemplated by the Purchase Agreement that the Corporation and the Investor enter into this Agreement;

NOW THEREFORE in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is irrevocably acknowledged, it is agreed by and among the Parties as set forth below.

In this Agreement, the following words and terms have the meanings set out below:

"Affiliate" means, with respect to a particular Person, another Person that at the relevant time:

and, for greater certainty, neither the Corporation nor any of its Subsidiaries is an Affiliate of the Investor or any of its Subsidiaries for the purposes of this Agreement;

"Agreement" means this registration rights agreement;

"Alternative Distribution" means a distribution by the Investor of some or all of the Investor Distributable Securities to securityholders of the Investor under Applicable Securities Laws (or any of them) by way of, or in connection with, an amalgamation, merger, reorganization or arrangement, issuer bid, dividend, distribution, return of capital, rights offering or other method to which the prospectus requirement (as used in National Instrument 45-106 – Prospectus Exemptions) does not apply;

"Alternative Distribution Disclosure Document" means any rights offering circular, information circular, take-over bid circular, issuer bid circular or other disclosure record or document required, or advisable, to be prepared under Applicable Laws in connection with an Alternative Distribution;

"Applicable Law" has the meaning ascribed to that term in the Purchase Agreement;

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"Applicable Securities Laws" means all applicable securities laws in each of the provinces and territories of Canada and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Canadian Securities Regulators;

"Base Prospectus" has the meaning ascribed to that term in Section 2(a);

"Business Day" means a day, other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta, on which banks are open generally to conduct commercial business in Calgary, Alberta;

"Canadian Securities Regulators" means the securities commission or securities regulatory authority in each of the provinces and territories of Canada;

"CIP Demand" means a distribution of securities initiated by either or both of the CIP Investors as a "Demand Distribution" (as defined in the CIP DRA) under Section 2 of the CIP DRA;

"CIP DRA" means the distribution rights agreement among the Corporation, JOG Limited Partnership No. VI and JOG VI B Limited Partnership dated as of October 18, 2016, as in effect on the date of the Purchase Agreement;

"CIP Investors" has the meaning given to the term "Investors" in the CIP DRA; "Closing Date" has the meaning ascribed to that term in the Purchase Agreement;

"Common Shares" means common shares in the capital of the Corporation and includes any shares or other securities into which such common shares may be converted, reclassified, subdivided, consolidated, exchanged or otherwise changed, whether pursuant to a reorganization, amalgamation, merger, arrangement or other form of reorganization;

"Control" means that a Person has the power to direct or cause the direction of the management and policies of another Person whether directly or indirectly through one or more intermediaries and whether by the ownership of shares, partnership interests or other equity interests, the holding of voting rights or contractual rights or otherwise;

"Corporation" has the meaning ascribed to that term in the recitals hereto; "Demand Distribution" has the meaning ascribed to that term in Section 3(a); "Demand Notice" has the meaning ascribed to that term in Section 3(a);

"Distribution" means the qualification of the distribution by the Investor of the Investor Distributable Securities under Applicable Securities Laws (or any of them) by way of a secondary offering prospectus prepared in accordance with the Applicable Securities Laws;

"Distributable Securities" means any (i) Common Shares issued, whether issued prior to, upon or following the filing of a prospectus; and (ii) any Common Shares issued as a dividend or other distribution with respect to, in exchange for, or in replacement of any of the Common Shares that are Distributable Securities pursuant to (i) above;

"Indemnifying Party" has the meaning ascribed to that term in Section 10; "Investor" has the meaning ascribed to that term in the recitals hereto;

"Investor Distributable Securities" means the outstanding Distributable Securities beneficially owned by the Investor or over which the Investor exercises Control;

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"Non-Base Prospectus" means a prospectus in Form 44-101F1 pursuant to National Instrument 44-101 - Short Form Prospectus Distributions, or in the event the Corporation is no longer eligible to use Form 44- 101F1, Form 41-101F1 pursuant to National Instrument 41-101 - General Prospectus Requirements;

"Permitted Assignee" means any Affiliate of the Investor that has executed an instrument in writing agreeing to be bound by this Agreement, following which such Affiliate will be bound by all of the terms of this Agreement as if it were an original signatory hereto and shall for all purposes be the Investor hereunder;

"Person" means any individual, sole proprietorship, limited or unlimited liability corporation, partnership, unincorporated association, unincorporated syndicate, body corporate, joint venture, trust, pension fund, union, governmental authority, and a natural person including in such natural person's capacity as trustee, heir, beneficiary, executor, administrator or other legal representative;

"Piggyback Distribution" has the meaning ascribed to that term in Section 4(a);

"Prospectus" means, collectively, a Base Prospectus and a Prospectus Supplement to such Base Prospectus;

"Prospectus Supplement" means a prospectus supplement to a Base Prospectus filed under Applicable Securities Laws which is intended to effect a Demand Distribution or Piggyback Distribution, and includes any amendment thereof or supplement thereto;

"Purchase Agreement" has the meaning ascribed to such term in the recitals hereto;

"Subsidiary" means, with respect to a specified Person, another Person that is Controlled, directly or indirectly, by such specified Person, and includes a Subsidiary of that other Person;

"underwriter" has the meaning ascribed thereto under the Securities Act (Alberta); and

"underwriting agreement" means the underwriting or agency agreement to which the Corporation, the Investor and the underwriter(s) are parties in connection with, in whole or in part, a Demand Distribution or Piggyback Distribution, as the case may be.

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(ii) second, the Investor Distributable Securities requested to be qualified for distribution, provided that if one or both of the CIP Investors also exercises their piggyback rights under Section 3 of the CIP DRA, then the securities included in this clause (ii) shall include the securities to be distributed by the Investor and by the CIP Investors, allocated in accordance with Section 5(b); and (iii) third, other securities requested to be included in such distribution in conjunction with a secondary distribution on behalf of another shareholder.

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Subject to the terms of this Agreement, upon receipt of a request from the Investor for a Demand Distribution or Piggyback Distribution, the Corporation will effect, and will use reasonable commercial efforts to do so as soon as reasonably practicable, the Distribution of the Investor Distributable Securities which are the subject of the Demand Distribution or Piggyback Distribution and pursuant thereto the Corporation will as soon as reasonably practicable and to the extent necessary by virtue of Applicable Securities Laws of the jurisdictions in which the Distribution is to be effected:

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and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Investor or managing underwriter or agent may reasonably request;

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In connection with the preparation and filing of any Base Prospectus or Prospectus Supplement or similar document as herein contemplated, the Corporation will give the Investor, and its underwriters, if any, and its counsel, auditors and other representatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material, furnished to the Corporation in writing, which in the reasonable judgment of the Investor's counsel should be included and the inclusion of which is agreed upon by the Corporation and its counsel, acting reasonably, and will give each of them such access to its books and records and such opportunities to discuss the business of the Corporation with its officers and auditors as shall be necessary in the opinion of the Investor, such underwriters and their respective counsel, each acting reasonably, and to conduct all due diligence with the Investor, such underwriters and their respective counsel may reasonably require in order to conduct a reasonable investigation for purposes of establishing a due diligence defence as contemplated by Applicable Securities Laws and in order to enable such underwriters to execute the certificate required to be executed by them in Canada for inclusion in each such document.

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14.2 of Form 51-102F5 – Information Circular, shall be borne by the Investor.

Other than the CIP DRA, the Corporation may not and shall not grant any registration, distribution or similar qualification rights on parity with or superior to the registration and distribution rights granted hereunder without the express written consent of the Investor, which may be withheld in the Investor's sole discretion.

InPlay Oil Corp.

▇▇▇▇▇ ▇▇▇, ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇.

Calgary, Alberta

T2P 3G4

Attention: [Name, Position]

Email: [email]

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Obsidian Energy Ltd.

▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇.▇.

Calgary, Alberta

T2P 1K3

Attention: [Name, Position]

Email: [email]

or, in any case, at such other address or addresses as shall have been furnished in writing to the Corporation and the Investor in accordance with the provisions of this Section 15(b).

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To the extent the Corporation registers any of its Common Shares under the securities laws of the United States and has securities traded on a stock exchange or market in the United States, then the Corporation shall promptly offer to amend this Agreement to grant the Investor registration rights to qualify its Distributable Securities for sale in the United States substantially similar to the Demand Distribution, Piggyback Distribution and Alternative Distribution rights granted hereunder (with the necessary modifications to reflect differences in securities laws and process); provided that any demand registrations in the United States shall count toward the maximum number of Demand Distributions in Canada that the Corporation is obligated to undertake, and vice versa.

The entitlements of the Investor to cause the Corporation to register or qualify Distributable Securities pursuant to this Agreement may be assigned by the Investor to any Permitted Assignee.

This Agreement may be executed in any number of counterparts with the same effect as if all signatories to the counterparts had signed one document. All such counterparts shall together constitute and be construed as one instrument. For avoidance of doubt, a signed counterpart provided by way of facsimile transmission or other electronic means shall be as binding upon the Parties as an originally signed counterpart.

(remainder of page left intentionally blank- signature page follows)

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IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed and delivered by their duly authorized representatives as of the date first written above.

 

INPLAY OIL CORP.			OBSIDIAN ENERGY LTD.
By:			By:
Name:			Name:
Title:			Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page - Registration Rights Agreement

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This and the Following Pages Comprise Schedule "O" Attached to and Forming Part of an Asset Purchase and Sale Agreement dated February 19, 2025 between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. as Vendor, and InPlay Oil Corp., as Purchaser.

FORM OF INVESTOR RIGHTS AGREEMENT

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INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT has been entered into effective , 2025 among:

INPLAY OIL CORP., a corporation existing under the laws of the Province of Alberta (the "Corporation") and OBSIDIAN ENERGY LTD., a corporation existing under the laws of the Province of Alberta (the "Investor" and together with the Corporation, the "Parties" and each a "Party")

WHEREAS the Investor and the Corporation, inter alia, entered into an asset purchase and sale agreement dated February 19, 2025 (the "Purchase Agreement"), pursuant to which the Corporation will acquire certain assets from the Investor and its subsidiaries in exchange for, inter alia, cash and the issuance of Common Shares (as defined below) to the Investor;

AND WHEREAS, it is a condition to the closing of the transactions contemplated by the Purchase Agreement that the Corporation and the Investor enter into this Agreement;

NOW THEREFORE in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is irrevocably acknowledged, it is agreed by and among the Parties as set forth below.

In this Agreement, the following words and terms have the meanings set out below:

"Affiliate" means, with respect to a particular Person, another Person that at the relevant time:

"Canadian Securities Laws" means all applicable securities laws in each of the provinces and territories of Canada and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Canadian Securities Regulators;

"Canadian Securities Regulators" means the securities commission or securities regulatory authority in each of the provinces and territories of Canada;

"Change of Control Transaction means any take-over bid, arrangement, amalgamation, merger or other similar business combination, pursuant to which a Person or group of Persons acquires at least a majority of the voting or equity securities of the Corporation or all or substantially all of the assets of the Corporation and its subsidiaries on a consolidated basis;

"Closing Time" has the meaning ascribed thereto in the Purchase Agreement;

"Common Shares" means the common shares in the capital of the Corporation and includes any shares or other securities into which such common shares may be converted, reclassified, subdivided, consolidated, exchanged or otherwise changed, whether pursuant to a reorganization, amalgamation, merger, arrangement or other form of reorganization;

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"Control" means that a Person has the power to direct or cause the direction of the management and policies of another Person whether directly or indirectly through one or more intermediaries and whether by the ownership of shares, partnership interests or other equity interests, the holding of voting rights or contractual rights or otherwise;

"First Expiry Time" means 5:00 p.m. (Calgary time) on 1;

"Hedge" means to enter into any transaction, agreement or arrangement designed to mitigate, transfer or affect the economic risk associated with ownership of a security, including, but not limited to, any hedge, swap (including total return swap), derivative transaction, forward sale, futures contract, option, repurchase agreement, securities lending transaction, monetization transaction, financial instrument, insurance or other similar agreement or arrangement, or any combination thereof, or any other series of transactions that, directly or indirectly, hedge or transfer any rights, interests or economic consequences of ownership of a security, including voting rights, in whole or in part, and regardless of whether such transactions are settled by delivery of securities, in cash or otherwise;

"Person" means any individual, sole proprietorship, limited or unlimited liability corporation, partnership, unincorporated association, unincorporated syndicate, body corporate, joint venture, trust, pension fund, union, governmental authority, and a natural person including in such natural person's capacity as trustee, heir, beneficiary, executor, administrator or other legal representative;

"Registration Rights Agreement" means the registration rights agreement dated the date hereof between the Corporation and the Investor;

"Restricted Period" means the period beginning on the date hereof and ending at the Second Expiry Time; "Second Expiry Time" means 5:00 p.m. (Calgary time) on 2;

"Share Disposition Transaction" means any Transfer by the Investor of Common Shares acquired pursuant to the Purchase Agreement to securityholders of the Investor by way of, or in connection with, an amalgamation, merger, reorganization or arrangement, issuer bid, dividend, distribution, return of capital, rights offering or other method, including, for the avoidance of doubt, any Share Exchange Transaction;

"Share Exchange Transaction" means any Share Disposition Transaction, including any issuer bid, rights offering or similar transaction, pursuant to which securityholders of the Investor are provided with the opportunity or election to acquire (but, for the avoidance of doubt are not required to exchange or acquire) Common Shares acquired by the Investor pursuant to the Purchase Agreement;

"Transfer" includes any sale, exchange, disposition, assignment, gift, bequest, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership or other ownership interest (including in respect of any associated voting rights) passes from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value and whether directly or indirectly in any manner whatsoever, and includes any agreement to effect any of the foregoing; and the words "Transferred", "Transferring" and similar words have corresponding meanings; and

 

1 The date that is the four month anniversary of the date of the Closing Date.

2 The date that is the six month anniversary of the date of the Closing Date.

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"TSX" means the Toronto Stock Exchange.

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(12) months following the termination of this Agreement, (ii) once the information is publicly disclosed otherwise than by breach by the Investor or the Investor Representatives of this Agreement; (iii) once the information becomes available to the Investor on a non-confidential basis; or (iv) where the disclosure of such information, on the advice of external counsel to the Investor, is required by applicable law or stock exchange rules. The Investor agrees that it shall be responsible for any breach of confidentiality by such Persons to whom it has made disclosure of such information.

provided such exclusion is necessary for the Corporation or the Board to comply with applicable law, including the directors' fiduciary duties, and provided further that any such exclusion or denial of access shall be limited to the portion of the information or documentation and/or meeting that is the basis for such exclusion or denial of access and shall not extend to any portion of the information or documentation and/or meeting that does not involve or pertain to such exclusion.

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except that the foregoing shall not apply in the case of voting in respect of, in connection with or related to:

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InPlay Oil Corp.

▇▇▇▇▇ ▇▇▇, ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇.

Calgary, Alberta

T2P OHO

Attention: [Name, Position]

Email: [email]

Obsidian Energy Ltd.

▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇.▇.

Calgary, Alberta

T2P 1K3

Attention: [Name, Position]

Email: [email]

(remainder of page left intentionally blank- signature page follows)

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IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed and delivered by their duly authorized representatives as of the date first written above.

 

INPLAY OIL CORP.			OBSIDIAN ENERGY LTD.
By:			By:
Name:			Name:
Title:			Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page - Investor Rights Agreement

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This and the Following Pages Comprise Schedule "P" Attached to and Forming Part of an Asset Purchase and Sale Agreement dated February 19, 2025 between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. as Vendor, and InPlay Oil Corp., as Purchaser.

FORM OF TRANSITIONAL SERVICES AGREEMENT

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TRANSITIONAL SERVICES AGREEMENT

 

 

 

 

BETWEEN

 

 

OBSIDIAN ENERGY LTD.

- and - INPLAY OIL CORP.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated the [•] day of [•], 2025

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

		Page
Article 1	INTERPRETATION	1
1.1	Definitions	1
1.2	Interpretation	2
1.3	Schedules	3
Article 2	TRANSITIONAL SERVICES	3
2.1	Supply of Transitional Services	3
2.2	No Authority	3
2.3	Insurance	4
2.4	Performance of Transitional Services	4
2.5	Performance by Affiliates and Contractors	4
2.6	Access to InPlay Assets	4
2.7	InPlay Obligations	4
2.8	Nature of Relationship	5
2.9	Standard of Service	5
2.10	No Additional Duty	6
Article 3	REIMBURSABLE COSTS AND PAYMENT	7
3.1	Reimbursable Costs	7
3.2	Invoicing and Payment	7
3.3	Disputed Amounts	7
3.4	Late Payment	8
3.5	Audit and Books of Account	8
3.6	Sales Tax	8
Article 4	RELEASE, DISCLAIMER OF LIABILITY AND INDEMNITIES	9
4.1	Liability and Indemnification of Service Provider	9
4.2	Disclaimer of Warranties, etc.	9
4.3	Consequential Loss	9
4.4	Applicability of Indemnities and Exclusions and Limitations of Liability	10
4.5	Sale Agreement	10
Article 5	TERM AND TERMINATION	10
5.1	Term of Agreement	10
5.2	Early Termination of Agreement	10
Article 6	FORCE MAJEURE	11
6.1	Force Majeure	11
Article 7	NOTICES	12
7.1	Manner of Communication	12
7.2	Change of Address	12
Article 8	MISCELLANEOUS	13
8.1	Confidentiality	13
8.2	Assignment	13
8.3	No Restrictions on Business	14
8.4	Survival	14
8.5	Entire Agreement	14

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8.6	Conflicts	14
8.7	Governing Law	15
8.8	Resolution of Disputes	15
8.9	Invalidity of Provisions	15
8.10	Waiver	15
8.11	Further Assurances	15
8.12	No Implied Covenants	15
8.13	Enurement	15
8.14	Time of Essence	16
8.15	Statute of Limitations	16
8.16	Amendment	16
8.17	No Third Party Beneficiaries	16
8.18	Counterpart Execution	16

 

Schedules:
Schedule A:	Transitional Services

 

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TRANSITIONAL SERVICES AGREEMENT

THIS AGREEMENT dated the [] day of [], 2025,

BETWEEN:

OBSIDIAN ENERGY LTD., a corporation amalgamated pursuant to the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("Obsidian")

- and -

INPLAY OIL CORP., a corporation formed under the laws of the Province of Alberta and having an office in the City of Calgary, Alberta ("InPlay")

WHEREAS pursuant to an Asset Purchase and Sale Agreement dated [], 2025, between Obsidian, Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta (collectively, "Vendor") and Inplay, InPlay acquired the Assets from Vendor (the "Sale Agreement");

AND WHEREAS to facilitate the transfer of operation of the Assets from Vendor to InPlay, ▇▇▇▇▇▇▇▇ has agreed to provide certain Transitional Services to InPlay upon and subject to the terms and conditions of this Agreement;

NOW THEREFORE in consideration of the premises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by ▇▇▇▇▇▇▇▇ and InPlay, the Parties agree as follows:

ARTICLE 1

INTERPRETATION

In this Agreement (including the recitals), unless otherwise defined herein, the words and phrases which are defined terms in the Sale Agreement shall have the same meanings in this Agreement as ascribed to them in the Sale Agreement. In this Agreement, unless the context otherwise requires:

provided that a Party and its Related Persons shall not be considered to have engaged in Gross Negligence or Wilful Misconduct if the actions or omissions of such Party or its Related Persons were in accordance with written instructions received from or written approval of the other Party or any of its Related Persons.

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In this Agreement, unless specifically provided otherwise or the context otherwise requires:

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The following schedule is attached hereto and forms a part of this Agreement:

 

Schedule A	–	Transitional Services

Except as otherwise expressly provided herein, if there is any conflict or inconsistency between a provision of the body of this Agreement and that of the Schedule, the provision of the body of this Agreement shall prevail to the extent of said conflict or inconsistency.

ARTICLE 2

TRANSITIONAL SERVICES

Commencing as and from the Effective Date and for the Term, ▇▇▇▇▇▇▇▇ agrees to supply, or procure the supply through an Affiliate or contractor, the Transitional Services to InPlay, as and when requested in accordance with Schedule "A", during Obsidian's normal business hours, or such other times as may be applicable in the circumstances having regard to the nature of the particular Transitional Service, on the terms and conditions provided in this Agreement. Notwithstanding anything else in this Agreement, Obsidian shall be entitled to refuse any request to provide a Transitional Service if, in Obsidian's sole discretion, acting reasonably, the requested service does not fit the criteria of a Transitional Service as set out in Schedule "A" or the requested service cannot be provided in accordance with Clause 2.9 of this Agreement.

Except as specified in this Agreement, nothing herein shall grant either Party the right, power or authority to create any obligations or commitments or incur any liabilities or debts, express or implied, on behalf of the other Party.

Notwithstanding any other provision in this Agreement, Obsidian shall not be required to procure insurance for the property of InPlay (including the Assets) or InPlay's personnel. During the Term, Obsidian shall continue to maintain insurance coverage in respect of its assets and the Transition Services Personnel providing the Transitional Services that is in effect as of the date of this Agreement.

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Obsidian shall use commercially reasonable efforts to:

Notwithstanding anything to the contrary contained in this Agreement, in no event shall Obsidian be required to provide any Transitional Service in breach of any Applicable Laws.

Obsidian may provide any or all of the Transitional Services using its own personnel or the personnel of its Affiliates or contractors or subcontractors and their respective personnel (the "Transition Services Personnel"), provided that, use of any such Transition Services Personnel shall not relieve Obsidian of any of its obligations under this Agreement in respect of the Transitional Services provided by any such Transition Services Personnel and InPlay shall at all times look to and deal exclusively with Obsidian in respect of payment for or the performance of the Transitional Services.

InPlay shall provide, or shall ensure that its Affiliates provide, Transition Services Personnel with all access that may reasonably be requested by Obsidian, including access to InPlay's personnel, premises and/or systems as may be reasonably required by Obsidian for the performance of the Transitional Services. Obsidian shall have no liability for any failure to perform any Transitional Services in accordance with the other provisions of this Agreement or to otherwise perform its obligations under this Agreement to the extent directly attributable to failure by InPlay or any of its Affiliates to provide such access or to provide such access in a timely manner.

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and in no circumstances shall any Related Persons of Obsidian or any of its Affiliates or their contractors providing Transitional Services be construed as employees of InPlay.

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Obsidian shall only have the duties and obligations expressly provided for in this Agreement and no other obligation or duty (fiduciary or otherwise) shall be implied. No other duty or standard of care, other than as expressly set forth in this Agreement, shall apply or be implied in relation to the performance, by Obsidian or any Transition Services Personnel, of the Transitional Services or the other duties and obligations to be provided hereunder.

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ARTICLE 3

REIMBURSABLE COSTS AND PAYMENT

As the total consideration to Obsidian for the provision of the Transitional Services, InPlay shall pay Obsidian, in the manner and at the times specified in Clause 3.2, the Reimbursable Costs.

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The payment of Reimbursable Costs as consideration for Transition Services is exclusive of Sales Tax. InPlay shall pay to Obsidian any Sales Tax exigible upon or applicable to the Transition Services.

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ARTICLE 4

RELEASE, DISCLAIMER OF LIABILITY AND INDEMNITIES

Except as expressly provided herein, Obsidian makes no representation or warranty regarding the quality, completeness, sufficiency or the results of any of the Transitional Services and, to the maximum extent permitted by Applicable Law, all representations and warranties implied by statute, common law, custom, trade, usage or otherwise applicable to the provision of Transitional Services or the results thereof are hereby wholly excluded and negated.

Notwithstanding any other provision of this Agreement, neither Party shall bear any liability to the other or to the Related Persons of the other for, and shall in no event be liable to indemnify the other or any of its Related Persons in respect of, any Consequential Losses suffered by the other Party or its Related Persons or its successors and assigns in connection with the Transitional Services, this Agreement or the performance or non-performance of this Agreement by Obsidian or InPlay, provided that this shall not preclude a Party or its Related Persons from entitlement to indemnification, to the extent expressly provided in this Agreement, for such Party's or its Related Persons liability to a Third Party for such losses which a Third Party suffers, sustains, pays or incurs.

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Except as expressly stated herein to the contrary, the indemnities and exclusions and limitations of liability provided for in this Article 4 shall apply regardless of cause and notwithstanding the negligence or breach of duty on the part of the beneficiary of such indemnities, exclusions and limitations or any other Person, and shall apply regardless of whether the claim is based in tort, contract or otherwise.

The indemnities and the exclusions and limitations of liability provided for in this Article 4 are independent of and in addition to and not in replacement for or in substitution of the indemnities and the exclusions and limitations of liability provided for in the Sale Agreement. For clarity, the indemnities and the exclusions and limitations of liability provided for in this Article 4 apply with respect to the Transitional Services and arise after the Effective Date.

ARTICLE 5

TERM AND TERMINATION

The term of this Agreement (the "Term") shall commence on the Effective Date and, unless earlier terminated in accordance Clause 5.2, shall continue until December 31, 2026.

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ARTICLE 6

FORCE MAJEURE

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ARTICLE 7

NOTICES

Obsidian:

Obsidian Energy Ltd.

▇▇▇, ▇▇▇ – ▇▇▇ ▇▇▇▇▇▇ ▇.▇.

Calgary, AB T2P 1K3

 

Email: []

Attention: []

InPlay:

InPlay Oil Corp.

2000 – ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

 

Email: []

Attention: []

so delivered shall be deemed to have been received on the date of delivery, but only if such delivery takes place prior to 5:00 p.m. on a Business Day. If the actual delivery of such item occurs after 5:00 p.m. on a Business Day or on a day that is not a Business Day, then such item shall be deemed to have been received on the first Business Day following the date on which such actual delivery was made; or

A Party may from time to time change its address or email address for the delivery of notices, communications and statements hereunder by giving written notice of such change to each other Party.

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ARTICLE 8

MISCELLANEOUS

Obsidian undertakes to use any Confidential Information (which for certainty includes Confidential Information provided to or acquired by Obsidian as part of its performance of the Transitional Services hereunder) solely and exclusively for the purposes of this Agreement and to use no less than the same degree of care as would be used by a normally prudent person in protecting its own proprietary and confidential information. Obsidian will not disclose any Confidential Information received by it to any Person other than InPlay and its Related Persons without the prior approval of InPlay, except:

This provision shall survive any expiry or termination of this Agreement for a period of two (2) years.

 

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Nothing contained in this Agreement shall be construed to restrict Obsidian or any of its Affiliates from engaging in any business or activity.

All liabilities and obligations of the Parties arising or accrued under or pursuant to this Agreement up to and including the date of the end of the Term or termination of this Agreement shall survive the end of the Term or such termination until fully satisfied or discharged and, in particular:

shall survive the end of the Term or any termination of this Agreement and the provisions of Article 1 shall also survive the end of the Term or any termination of this Agreement, but only to the extent required to give effect to the provisions listed above in this Clause 8.4. For greater certainty, upon termination of less than all of the Transitional Services, this Agreement shall continue in full force and effect with respect to the remaining Transitional Services, and the survival of the aforementioned provisions shall only be in respect of such provisions as they relate to the terminated Transitional Services. Notwithstanding the foregoing, the termination of a Transitional Service or of this Agreement pursuant to any of the provisions hereof shall be without prejudice to any rights, or diminution of any obligation or liability of either Party, that may have accrued prior to the effective date of such termination.

 

This Agreement, the Contract Operating Agreement and the Sale Agreement constitute the entire agreement between the Parties and their respective Affiliates relating to, and there are no collateral or other statements, understandings, covenants, agreements, representations or warranties, written or oral, relating to, the provision of Transitional Services. This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties or their respective Affiliates, relating to the subject matter of this Agreement. This Section 8.6 does not derogate from or otherwise affect the obligations of the parties under the Sale Agreement, the Contract Operating Agreement or any agreement, document or instrument executed and delivered pursuant thereto or in implementation of the transactions contemplated hereby or thereby.

If there is any conflict between any provision of the Sale Agreement or the Contract Operating Agreement and any provisions of this Agreement, each such provision is to be interpreted and construed, if possible, so as to avoid or minimize such conflict, but, to the extent of such conflict, the provisions of the Sale Agreement and Contract Operating Agreement shall prevail and govern in the priority in which they are listed.

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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, excluding any conflict of laws rules or principles embodied therein that would permit or require the application of the laws of another jurisdiction, and shall, in every regard, be treated as a contract made in the Province of Alberta. Subject to Clause 8.8, the Parties shall attorn and submit to the jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of all matters related to the formation, legality, validity, binding effect or enforceability of this Agreement or a provision of it.

The Parties will exclusively and finally resolve all Claims, disputes or controversies between them arising out of this Agreement, including a Claim, dispute or controversy regarding the existence, construction, validity, interpretation, enforceability, termination or breach of this Agreement (a "TSA Dispute"), pursuant to the procedures set out in article [11] of the Sale Agreement, applied mutatis mutandis. For clarity, for these purposes, each reference to "Dispute", "Vendor" and "Purchaser" in Article

[11] of the Sale Agreement shall be deemed to be a reference to "TSA Dispute", "Obsidian" and "InPlay", respectively.

If any of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby.

A waiver by or on behalf of a Party of any breach of a provision of this Agreement will not be binding upon the Party unless it is expressed in writing and duly executed by the Party or signed by its duly authorized representatives, and such a waiver will not operate as a waiver of any future breach, whether of a like or different character.

Each of the Parties will, from time to time and at all times, do all such further acts and execute and deliver all such further deeds and documents as will be reasonably required in order to fully perform and carry out the terms of this Agreement.

Each of the Parties have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and no implied covenant, condition, term or reservation will be read into this Agreement relating to or concerning such subject matter, nor will any oral or written understanding heretofore entered into modify or compromise any of the terms and conditions herein.

This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and permitted assigns.

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Time shall be of the essence in this Agreement.

In respect of actions arising from or in any way connected to this Agreement to which the Limitations Act (Alberta), applies, the Parties agree that the limitation periods for seeking a remedial order under Clause 3(1)(a) of the Limitations Act (Alberta) for any claim (as defined in the Limitations Act (Alberta)), are extended as follows:

This Agreement shall not be varied or amended in any respect other than by an instrument in writing dated subsequent to the date of this Agreement, and executed by a duly authorized representative of each Party.

Except as provided for in Article 4, the Parties do not intend that any term of this Agreement should be enforceable by or confer any benefit on any Person who is not a Party to this Agreement.

This Agreement may be executed in any number of counterparts with the same effect as if all signatories to the counterparts had signed one document. All such counterparts shall together constitute and be construed as one instrument. For avoidance of doubt, a signed counterpart provided by way of electronic means shall be as binding upon the Parties as an originally signed counterpart.

Execution Page Follows

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IN WITNESS WHEREOF the Parties have executed and delivered this Transitional Services Agreement as of the date first written above.

 

OBSIDIAN ENERGY LTD.	INPLAY OIL CORP.
Per:________________________________________________	Per:________________________________________________
Name:	Name:
Title:	Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Transitional Services Agreement]

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SCHEDULE A

Transitional Services

[Description of Transitional Services]

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PURCHASER ASSETS

[Description of Purchaser Assets]

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FORM OF VOTING AND SUPPORT AGREEMENT

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VOTING SUPPORT AGREEMENT

THIS VOTING SUPPORT AGREEMENT is made as of February 19, 2025 (this "Agreement").

BETWEEN:

OBSIDIAN ENERGY LTD., a corporation existing under the laws of the Province of Alberta ("Obsidian")

and

The Person whose name is set forth on the Securityholder signature page to this Agreement (the "Securityholder" and together with ▇▇▇▇▇▇▇▇, the "Parties" and each a "Party")

WHEREAS, in connection with an asset purchase and sale agreement dated the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the "Purchase Agreement") among InPlay Oil Corp. ("Purchaser") and Obsidian, Obsidian Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. (collectively, "Vendor"), the Purchaser will acquire the Assets from the Vendor (the "Acquisition") in return for consideration comprised of, among other things, cash and common shares in the capital of the Purchaser (the "Purchaser Shares"), subject to the terms and conditions set forth in the Purchase Agreement;

AND WHEREAS the Purchase Agreement provides that it is a condition precedent to the completion of the Acquisition that the Issuance Resolution be approved at the Meeting;

AND WHEREAS the Securityholder is the registered owner of, the beneficial owner of and/or controls or directs, directly or indirectly, the Purchaser Shares and the other securities of the Purchaser set forth on the Securityholder's signature page to this Agreement;

AND WHEREAS Obsidian is relying on the covenants, representations and warranties of the Securityholder set forth in this Agreement in connection with ▇▇▇▇▇▇▇▇'s execution and delivery of the Purchase Agreement and would not enter into the Purchase Agreement but for the execution and delivery of this Agreement by the Securityholder;

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of the Securityholder to abide by the covenants in respect of the Subject Securities (as defined below), and the other restrictions and covenants set forth herein;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

All capitalized terms used in this Agreement that are not defined herein or in the recitals hereto, which recitals form an integral part of this Agreement, and that are defined in the Purchase Agreement, shall have the respective meanings ascribed to them in the Purchase Agreement. In addition to the capitalized terms defined elsewhere herein, in this Agreement (including the recitals):

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The division of this Agreement into Articles, Sections, subsections, paragraphs and Schedules and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

The words "including", "includes" and "include" mean "including (or includes or include) without limitation" and "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning, means "the aggregate (or total or sum), without duplication, of". The terms "hereof", "hereunder" and similar expressions refer to this Agreement and not any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term "Agreement" and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. Where the last day of any such time period is not a Business Day, such time period shall be extended to the next Business Day following the day on which it would otherwise end.

Whenever any action to be taken pursuant to this Agreement would otherwise be required to be taken on a day that is not a Business Day, such action shall be taken on the next Business Day following the day on which such action was to be taken.

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ARTICLE 2

COVENANTS

The Securityholder hereby covenants and agrees to and for the benefit of Obsidian that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

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1 CIP agreement only, not D&Os

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(5) Business Days prior to the date of the Meeting and as far in advance as practicable of every adjournment or postponement thereof, the Securityholder shall: (i) with respect to any Subject Securities that are registered in the name of the Securityholder, deliver or cause to be delivered, in accordance with the instructions set out in the Circular, a duly executed proxy or proxies (or voting instruction form(s) or legal appointment(s)) directing the holder of such proxy or proxies (or voting instruction form(s) or legal appointment(s)) to vote all of the Subject Securities eligible to be voted in favour of the Issuance Resolution; and (ii) with respect to any Subject Securities that are beneficially owned by the Securityholder but not registered in the name of the Securityholder, or over which the Securityholder exercises control or direction deliver or cause to be delivered a duly executed voting instruction form (assuming receipt of the same) to the intermediary through which the Securityholder holds its beneficial interest in the Subject Securities, instructing that the Subject Securities be voted at the Meeting in favour of the Issuance Resolution. Such proxy or proxies (or voting instruction form(s) or legal appointment(s)) shall name those individuals as may be designated by Purchaser in the Circular (with full power of substitution). The Securityholder shall not take, or permit any Person on its behalf to take, any action to revoke, withdraw, amend or invalidate any proxy deposited or voting instruction form submitted or cast pursuant to this Agreement notwithstanding any statutory or other rights which the Securityholder might have, unless the Securityholder has obtained the written consent of Obsidian or this Agreement has been terminated in accordance with its terms. The Securityholder will, upon request, provide evidence of the Securityholder having delivered or caused to be delivered such proxy or voting instruction form referred to above to Obsidian; and

4.1 hereof, and for the purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof).

The Securityholder acknowledges and agrees that the completion of the Acquisition is subject to various conditions as set forth in the Purchase Agreement, which conditions are for the exclusive benefit of the Vendor (including Obsidian) and/or the Purchaser, which the Vendor and/or the Purchaser has the right, in its sole discretion, to waive in whole or in part, or to rely on in connection with termination of the Purchase Agreement and this Agreement and their respective obligations to complete the Acquisition. Further, the Securityholder acknowledges and agrees that the Purchase Agreement may be amended or amended and restated and any such amendment or amendment and restatement shall not in any way affect the obligations of the Securityholder hereunder. By executing this Agreement, the Securityholder understands and acknowledges that ▇▇▇▇▇▇▇▇ is entering into the Purchase Agreement in reliance on the Securityholder's execution and delivery of this Agreement and the terms contained herein, and in consideration for Obsidian entering into the Purchase Agreement with the Purchaser, each of Obsidian and the Securityholder hereby agrees to be bound by the terms set forth herein.

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The Securityholder hereby revokes and will take all steps necessary to effect the revocation of any and all previous proxies, voting instructions, legal appointments and powers of attorney heretofore given or other voting documents delivered by it in respect of the Subject Securities that may conflict or be inconsistent with the matters set forth in this Agreement and the Securityholder agrees not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement. For the avoidance of doubt, this Section 2.4 does not apply to any voting instructions, legal appointments and powers of attorney delivered by the Securityholder in respect of the Meeting approving the Issuance Resolution.

 

 

 

 

 

2 CIP agreement only, not D&Os

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

The Securityholder hereby represents and warrants to and covenants with Obsidian as follows, and acknowledges that Obsidian is relying upon such representations, warranties and covenants in entering into this Agreement and the Purchase Agreement:

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Obsidian hereby represents and warrants and covenants to the Securityholder, acknowledging that the Securityholder is relying upon such representations, warranties and covenants in entering into this Agreement:

 

 

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ARTICLE 4

TERMINATION

This Agreement shall terminate automatically and be of no further force or effect upon the earliest

of:

 

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If this Agreement is terminated in accordance with Section 4.1, the provisions of this Agreement will become void, except for Sections 2.3(a), 5.4, 5.8, and 5.10, and this Section 4.2 which shall survive the termination of this Agreement, and no Party shall have liability to any other Party and the Securityholder shall be entitled to withdraw any form of proxy, voting instruction form, legal appointment or power of attorney which it may have given with respect of the Subject Securities; provided that neither the termination of this Agreement nor anything contained in this Article 4 will relieve a Party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein, to the extent such breach occurs prior to the termination of this Agreement in accordance with Article 4.

ARTICLE 5

GENERAL

▇▇▇▇▇▇▇▇ agrees and acknowledges that the Securityholder is bound hereunder solely in their capacity as a holder of Subject Securities and that the provisions of this Agreement shall not be deemed or interpreted to:

The Securityholder will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as Obsidian may reasonably require and at the requesting Party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement, including without limitation cooperating with Obsidian and Purchaser to make all requisite regulatory filings and to oppose any of the matters listed in subsection 2.1(b) of this Agreement.

Time shall be of the essence in this Agreement.

 

This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws thereof that would result in the application of the laws of any other jurisdiction. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute, claim or other matter arising under this Agreement.

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This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the Parties. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

To the extent that the Purchase Agreement is amended, modified, restated, replaced or superseded from time to time, all references herein to the Purchase Agreement shall be to the Purchase Agreement as amended, modified or restated from time to time or to the agreement which has replaced or superseded it from time to time, and all references to particular sections of the Purchase Agreement shall be deemed to be references to the analogous provision in the Purchase Agreement as amended, modified or restated from time to time or to the agreement which has replaced or superseded it from time to time.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

The provisions of this Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. Except as permitted by Section 2.1(d), no Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of each of the other Parties

Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered, or sent by email, in the case of:

 

Obsidian Energy Ltd.

▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇

Calgary, Alberta T2P 1K3

 

Attention: [Name, Position] E-

mail: [email]

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with copies (which shall not constitute notice) to:

Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP

Suite ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.

Calgary, Alberta T2P 1G1

Attention: [Name]

E-mail: [email] and

Stikeman Elliott LLP

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇ ▇▇▇▇▇▇

Toronto, Ontario M5L

1B9 Attention: [Name]

E-mail: [email]

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, same day courier or email, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (Calgary time) and otherwise on the next Business Day or (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

 

to enforce compliance with, the covenants and obligations of the other Party under this Agreement. Each of the Parties hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other Parties under this Agreement.

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Each of the Parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

Each of the Parties waive the application of any Applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

Each of the Parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

This Agreement may be executed in any number of counterparts (including counterparts by electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of this page intentionally left blank – signature page follows]

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IN WITNESS WHEREOF the Parties have executed this Voting Support Agreement as of the date first written above.

OBSIDIAN:

 

 

	OBSIDIAN ENERGY LTD.
	By:
	Name:
	Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page - Voting Support Agreement

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SECURITYHOLDER:

 

 

	By:__________________________________________
	Name:
	Title:

 

	Address:______________________________________
	______________________________________
	______________________________________
	Email: ______________________________________

 

Subject Securities	Number	Registered Holder
Purchaser Shares: ______________________________________________________________________________
RSAs: _______________________________________________________________________________
PSAs: _______________________________________________________________________________
Options: _____________________________________________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page - Voting Support Agreement

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This and the Following Pages Comprise Schedule "S" Attached to and Forming Part of an Asset Purchase and Sale Agreement dated February 19, 2025 between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. as Vendor, and InPlay Oil Corp., as Purchaser.

FORM OF HOLD PERIOD AGREEMENT

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HOLD PERIOD AGREEMENT

THIS HOLD PERIOD AGREEMENT is made as of , 2025 (this "Agreement").

BETWEEN:

OBSIDIAN ENERGY LTD., a corporation existing under the laws of the Province of Alberta ("Obsidian")

and

The Person whose name is set forth on the Securityholder signature page to this Agreement (the "Securityholder" and together with ▇▇▇▇▇▇▇▇, the "Parties" and each a "Party")

WHEREAS Obsidian and InPlay Oil Corp. (the "Corporation"), inter alia, entered into an asset purchase and sale agreement dated February 19, 2025 (the "Purchase Agreement"), pursuant to which the Corporation will acquire certain assets from Obsidian and its subsidiaries in exchange for, inter alia, cash and the issuance of InPlay Shares (as defined below) to Obsidian;

AND WHEREAS in connection with the completion of the transactions contemplated by this Agreement, the Securityholder has agreed to hold all of the InPlay Securities (as defined below) legally or beneficially owned by it or over which it exercises control or direction, directly or indirectly, (in each case including any InPlay Securities acquired during the Restricted Period (as defined below)) in accordance with the terms of this Agreement;

NOW THEREFORE in consideration of the covenants contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Parties agree as follows:

 

1 In CIP agreement only, not in the D&O agreements.

2 The date that is the nine month anniversary of the date of the Closing Date.

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3 In D&O agreements, not in the CIP agreement.

4 In CIP agreement only, not in the D&O agreements.

5 In CIP agreement only, not in the D&O agreements.

6 To be 0.5% of the issued and outstanding InPlay Shares at the Closing Time.

7 In D&O agreements, not in the CIP agreement.

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8 In CIP agreement only, not in the D&O agreements.

9 In CIP agreement only, not in the D&O agreements.

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provided, however, that any Person who acquires legal or beneficial ownership of, directly or indirectly, or control or direction over, directly or indirectly, any Restricted Securities as a result of a Transfer described in Section[s] 2.1(a) to [2.1(e)]12[2.1(b)]13 shall: (i) to the extent that it is already a Party to this Agreement, continue to be bound by this Agreement in respect of all Restricted Securities; and (ii) to the extent that, prior to such Transfer, it was not a Party to this Agreement, agree to be bound by and become a Party to this Agreement and, concurrent with the completion of such Transfer shall validly execute and deliver a joinder or similar document acceptable to Obsidian, acting reasonably, in order to effect the foregoing. A Securityholder, or its permitted transferee, shall promptly (and in any event within three (3) Business Day) notify Obsidian if it engages in any of the transactions referred to in Section 2.1(a) to [2.1(e)]14[2.1(b)]15.

Notwithstanding the foregoing, the Securityholder may:

 

10 In CIP agreement only, not in the D&O agreements.

11 In D&O agreements, not in the CIP agreement.

12 D&O agreements

13 CIP agreement

14 D&O agreements

15 CIP agreement

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Obsidian Energy Ltd.

▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇

Calgary, Alberta T2P 1K3

 

Attention: [Name, Position]

E-mail: [email]

 

with copies (which shall not constitute notice) to:

Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP

 

 

 

 

 

 

16 In CIP agreement only, not in the D&O agreements.

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Suite ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇. Calgary, Alberta T2P 1G1

 

Attention: [Name]

E-mail: [email]

and

Stikeman Elliott LLP

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇ ▇▇▇▇▇▇

Toronto, Ontario M5L

1B9 Attention: [Name]

E-mail: [email]

 

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, same day courier or email, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (Calgary time) and otherwise on the next Business Day or (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

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[Remainder of this page intentionally left blank – signature page follows]

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IN WITNESS WHEREOF the Parties have executed this Hold Period Agreement as of the date first written above.

OBSIDIAN:

 

	OBSIDIAN ENERGY LTD.
	By:
	Name:
	Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page – Hold Period Agreement

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SECURITYHOLDER:

 

	By:__________________________________________
	Name:
	Title:

 

	Address:______________________________________
	______________________________________
	______________________________________
	Email: ______________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page – Hold Period Agreement

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VENDOR PARTY ALLOCATION

 

Vendor Party	Allocation of Purchase Price	Consideration
Obsidian	$[dollar value]	[redacted]
1647 Co	$[dollar value]	[redacted]
Obsidian Partnership	Purchase Price, less $[dollar value]	[redacted]

 

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SUBSEQUENTLY IDENTIFIED ASSETS AREA

 

[Redacted]

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DATA ROOM

[Redacted]

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ISSUANCE RESOLUTION

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"BE IT RESOLVED, as an ordinary resolution of the holders ("InPlay Shareholders") of common shares ("InPlay Shares") of InPlay Oil Corp. ("InPlay") that:

 

 

 

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This and the Following Pages Comprise Schedule "X" Attached to and Forming Part of an Asset Purchase and Sale Agreement dated February 19, 2025 between Obsidian Energy Ltd., Obsidian Energy Partnership and ▇▇▇▇▇▇▇ Alberta Ltd. as Vendor, and InPlay Oil Corp., as Purchaser.

VEHICLES

[Description of Owned and Leased Vehicles]

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