PURCHASE AND SALE AGREEMENT WCBU Assets and FCCL Partnership Interest

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1

1.2

1.3

1.4

1.5

ARTICLE 2 PURCHASE AND SALE

2.1

2.2

2.3

2.4

2.5

ARTICLE 3 PURCHASE PRICE AND PAYMENT

3.1

3.2

3.3

3.4

3.5

ARTICLE 4 ADJUSTMENTS

4.1

4.2

ARTICLE 5 CLOSING, CLOSING CONDITIONS AND CLOSING DELIVERIES

5.1

5.2

5.3

5.4

5.5

5.6

ARTICLE 6 PRE-CLOSING PERIOD MATTERS

6.1

6.2

6.3

6.4

6.5

6.6

6.7

6.8

6.9

6.10

6.11

6.12

ARTICLE 7 INFORMATION, PROPRIETARY SEISMIC DATA AND ACCESS TO RECORDS

7.1

7.2

7.3

7.4

ARTICLE 8 PURCHASER’S INSPECTION OF WCBU ASSETS

8.1

8.2

8.3

8.4

8.5

8.6

8.7

ARTICLE 9 THIRD PARTY RIGHTS AND CONSENTS

9.1

9.2

9.3

9.4

9.5

ARTICLE 10 REPRESENTATIONS AND WARRANTIES

10.1

10.2

10.3

10.4

10.5

10.6

ARTICLE 11 CONVEYANCES AND LICENCE TRANSFERS

11.1

11.2

11.3

11.4

ARTICLE 12 LIABILITIES AND INDEMNITIES

12.1

12.2

12.3

12.4

12.5

12.6

12.7

12.8

12.9

12.10

ARTICLE 13 TERMINATION

13.1

13.2

ARTICLE 14 POST-CLOSING MATTERS

14.1

14.2

14.3

14.4

14.5

14.6

ARTICLE 15 GOVERNING LAW AND DISPUTE RESOLUTION

15.1

15.2

ARTICLE 16 EMPLOYMENT MATTERS

16.1

16.2

16.3

16.4

16.5

ARTICLE 17 NOTICES

17.1

17.2

17.3

ARTICLE 18 CONFIDENTIALITY, DISCLOSURE AND PERSONAL INFORMATION

18.1

ARTICLE 19 GENERAL

19.1

19.2

19.3

19.4

19.5

19.6

19.7

19.8

19.9

19.10

19.11

19.12

              1.1

Definitions

In this Agreement, including the recitals hereto, this Clause 1.1 and the Schedules attached hereto, unless the context otherwise requires, the following words and phrases shall have the following meanings:

“1934 Act” means the United States Securities Exchange Act of 1934.

“Abandonment and Reclamation Obligations” means all past, present and future obligations and liabilities to:

(i)

abandon or re-abandon ▇▇▇▇▇ that are or were located within the Whitemap Area and close, decommission, dismantle and remove all structures, foundations, buildings, pipelines, equipment, tanks and other facilities or tangibles that are or were located within the Whitemap Area, used or held for use or previously used or held for use in respect of Petroleum Substances produced from lands within the Whitemap Area, including all such ▇▇▇▇▇, structures, foundations, buildings, pipelines, equipment, tanks and other facilities or tangibles described in any Schedule to this Agreement; and

(ii)

restore, remediate and reclaim any surface and subsurface locations of the lands on which ▇▇▇▇▇, structures, foundations, buildings, pipelines, equipment, tanks and other facilities or tangibles described in Clause 1.1(b)(i) are or were located and all lands used to gain access to any of them, including such obligations relating to ▇▇▇▇▇, pipelines and other facilities or tangibles which were abandoned or decommissioned prior to the Effective Time that are or were located within the Whitemap Area;

in each case, in accordance with good oil and gas industry practices in the province in which such lands, ▇▇▇▇▇, and tangible equipment are located, and in compliance with Applicable Laws and governing WCBU Title and Operating Documents, excluding all obligations and liabilities that are Excluded Liabilities or are related to the Excluded Assets.

“AC2 Form” means the Petroleum Registry of Alberta Query Capital and Operating Costs – AC2(V4) form to be completed for Closing regarding gas cost allowances calculations.

“Accounting Referee” has the meaning provided in Clause 15.2(b).

“Address for Notice” has the meaning provided in Clause 17.1.

“AER” means the Alberta Energy Regulator.

“AFE” means an authority for expenditure, mail ballot, cash call or any other similar approval issued pursuant to the WCBU Title and Operating Documents with respect to the WCBU Assets.

“Affiliate” means, with respect to any Person, any other Person or group of Persons acting in concert, that directly or indirectly, controls, is controlled by or is under common control with such Person. The term “control” as used in the preceding sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person whether through ownership of more than fifty percent (50%) of the voting securities of such Person, by contract or otherwise provided that prior to Closing but not thereafter, the FCCL Partnership will not, for the purposes of this Agreement, be an Affiliate of either the Vendors or the Purchaser and after Closing, but not prior thereto, the FCCL Partnership will, for the purposes of this Agreement, be an Affiliate of the Purchaser and not of the Vendors.

“Affiliate Contract” means any agreement between or among any one or more of the Vendors, on one hand, and any Affiliate or Affiliates of any one or more of the Vendors, on the other hand but shall exclude this Agreement.

“Affiliate Nominee” has the meaning provided in Clause 3.3(b).

“Aggregate DC Account Balance” has the meaning provided in Clause 16.2(b).

“Agreement” means this Purchase and Sale Agreement including the recitals hereto, this Clause 1.1 and all Schedules attached hereto.

“Alberta Securities Laws” means the Securities Act (Alberta) and the regulations and rules thereunder and the blanket rulings and orders issued by the Alberta Securities Commission.

“Allocated ROFR Value” has the meaning provided in Clause 9.1(a).

“Applicable Canadian Securities Laws” means, collectively or individually, as the context may require, the securities legislation of each of the provinces and territories of Canada, and the respective rules, regulations, policies, orders, rulings and notices published and/or promulgated thereunder by the applicable securities regulatory authorities in each of the provinces and territories of Canada, as the same may be amended from time to time.

“Applicable Laws” means, in relation to any Person, asset, transaction, operation, event or circumstance:

(i)

all laws and statutes (including regulations, rules, by-laws, ordinances and other statutory instruments enacted thereunder);

(ii)

all judgments, decrees, rulings and orders of courts, tribunals, commissions and other similar bodies of competent jurisdiction;

(iii)

all orders, rules, directives, policies and guidelines having the force of law issued by Governmental Authorities; and

(iv)

the terms and conditions of all WCBU Licences;

which are in effect as of the relevant time and are applicable to such Person, asset, transaction, event, operation or circumstance.

“Applicable US Securities Laws” means, collectively or individually, as the context may require, the applicable federal and state securities laws and regulations of the United States, including the United States Securities Act of 1933, the 1934 Act, and the respective rules and regulations of the United States Securities and Exchange Commission.

“Arbitration Procedure” means the arbitration procedure attached hereto as Schedule 1.1(r).

“Asset Reserves Report” means the report prepared by GLJ, an independent qualified reserves evaluator, dated March 15, 2017, effective December 31, 2016, evaluating the oil, natural gas liquids and natural gas reserves attributable to the WCBU Assets, as contained in the folder entitled “GLJ Asset Reserves Report” indexed as item 1.3.23 in the Data Room Information.

“Assumed Claims” means the Claims set forth and described in Schedule 12.9.

“Base Cash Price” has the meaning provided in Clause 3.1(a).

“Base Purchase Price” has the meaning provided in Clause 3.1(b).

“Base Shelf Prospectus” means the short form base shelf prospectus of the Purchaser dated February 24, 2016, including the documents incorporated or deemed incorporated by reference therein and any prospectus supplements and amendments thereto.

“B.C. Facility” or “B.C. Facilities” has the meaning provided in Clause 11.4(f).

“Bitumen” means a naturally occurring viscous mixture, composed mainly of hydrocarbons heavier than pentane, that may contain sulphur compounds and that, in its naturally occurring viscous state, will not flow to a well.

              (z)

“                 ROFR Agreement” means the agreement substantially in the form attached as Schedule 1.1(z). [REDACTED – Excluded Asset Specific Information]

“Board” means the board of directors of the Purchaser.

“Brokered Seismic Data” means, other than Partnered Seismic Data and Proprietary Seismic Data, Geophysical Data pertaining to lands within the Whitemap Area, cropped at the boundary of the Whitemap Area where such Geophysical Data extends beyond the boundary of the Whitemap Area, in each case, in which a Vendor or the Vendors or their respective Affiliates have the rights, including such Geophysical Data which is owned by a Third Party and licenced (either on exclusive or non-exclusive basis) to any of the Vendors or their Affiliates, and is subject to restrictions on its deliverability or disclosure by the Vendors or their Affiliates in accordance with the terms of the licence agreement(s) applicable to such Geophysical Data.

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

“Canada Transportation Act” means the Canada Transportation Act, R.S.C. 1996, c. 10.

“             means                                      and its successors and assigns. [REDACTED - Relates to a Third Party that is not a Party to this Agreement. Commercially Sensitive Information]

“CBCA” means the Canada Business Corporations Act and the regulations thereunder, as amended, restated or modified from time to time.

“Claim” means any claim, action, demand, lawsuit, proceeding, notice of non-compliance or violation, order or direction, arbitration or governmental investigation, in each case, whether asserted, threatened, pending or existing.

“Claimed Amount” has the meaning given in Clause 8.6(c).

“Closing” means the transfer of possession, beneficial ownership and risks of the Partnership Interest and WCBU Assets from the Vendors to the Purchaser as provided in Clause 2.2, the exchange of the General Conveyance, the payment of the Closing Payment, and delivery of the Share Consideration by the Purchaser to the Vendors, and all other items and consideration required to be delivered on the Closing Date pursuant hereto.

“Closing Date” means the Business Day which is the later of:

(i)

the date that is forty-five (45) days after the date the execution of this Agreement is publicly announced by the Parties; and

(ii)

the date that is five (5) Business Days after the date the last of the Required Approvals have been obtained;

or such other Business Day as the Parties may agree in writing.

“Closing Payment” has the meaning provided in Clause 3.3.

“Closing Time” means 9:00 am on the Closing Date unless otherwise agreed to by the Parties.

“Commissioner” means the Commissioner of Competition appointed under the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition.

“Commitment Parties” means each of Royal Bank of Canada and JPMorgan Chase Bank N.A.

“Competition Act” means the Competition Act, R.S.C. 1985, c. C-34.

“Competition Act Approval” means one of the following has occurred:

(i)

the Commissioner has issued an advance ruling certificate pursuant to section 102 of the Competition Act in respect of the Transaction; or

(ii)

the Commissioner has issued to the Purchaser a “no action letter” indicating that he does not intend at that time to apply for an order under section 92 of the Competition Act in respect of the Transaction and either: (A) the relevant waiting period under section 123 of the Competition Act in respect of the Transaction shall have expired or been terminated, or (B) the obligation to file a notification under Part IX of the Competition Act has been waived by the Commissioner pursuant to section 113(c ) of the Competition Act.

“Confidential Information” has the meaning provided in Clause 18.1(a).

“Confidentiality Agreement” means the confidentiality agreement made as of February 1, 2017 between ConocoPhillips Company and the Purchaser.

“Consequential Losses” means any consequential, incidental, punitive, special, exemplary or indirect damages or costs, special and punitive damages, deferred or lost profits or revenues, loss of business opportunity, losses based on loss of use or other business interruption losses and damages.

“Contingent Payment” means the amount, if any, to be paid on a quarterly basis by the Purchaser to CPCRC, calculated and payable in accordance with the Contingent Payment Agreement.

“Contingent Payment Agreement” means the agreement in substantially the form attached as Schedule 1.1(uu).

“Continuous Disclosure Document” means any document furnished or filed by the Purchaser or any of its Affiliates in compliance or intended compliance with Applicable Canadian Securities Laws and/or Applicable US Securities Laws which, pursuant to such Applicable Laws, is required to include, or incorporate by reference, any of the information contained in, or derived from, any of the WCBU Operating Statements, Asset Reserves Report, WCBU Assets Description or Interim Period WCBU Operating Statements, if applicable.

“Contract Offers” has the meaning provided in Clause 16.1(d).

“Contractor Information Letter” means the spreadsheet as at the date of execution of this Agreement, contained in the folder entitled “Contractor Info Letter 0317” indexed at item 1.8.19 in the Data Room Information, as the same may be revised in accordance with Clause 16.1(a), setting forth information regarding Contractor’s names, job titles and other relevant and material contract terms and conditions currently provided by the Vendors to each Contractor.

“Contractors” means the contractors identified by Vendors in the Contractor Information Letter who are available for hire by the Purchaser who provide consulting or contract services to a Vendor and whose contracting duties relate to the physical or administrative operation of the WCBU Assets.

“Contractor Services Principles” means the principles set forth in Schedule 1.1(zz).

“Conveyance Documents” means all conveyances, assignments, transfers (including transfers of land and electronic transfers), novations, notices of assignment, trust agreements and declarations, subleases, directions to pay and other documents and instruments including AC2 Forms and RMF2’s that are reasonably required in accordance with normal oil and gas industry practice, to convey, assign and transfer title to the Partnership Interest, and the WCBU Assets held in the name of the Vendors or their Affiliates or any predecessors in interest, to the Purchaser and to novate the Purchaser into the contracts, licences, permits, approvals and authorizations comprised in the WCBU Miscellaneous Interests in the place and stead of the Vendors or their respective Affiliates insofar as such contracts, licences, permits, approvals and authorizations pertain to the Partnership Interest and the WCBU Assets.

“COP” means ConocoPhillips.

“CTA Approval” means: (i) the Minister of Transport has been notified of the Transaction pursuant to section 53.1 of the Canada Transportation Act and has given notice to the Purchaser that he is of the opinion that the Transaction does not raise issues with respect to the public interest as it relates to national transportation; or (ii) if the Minister of Transport is of the opinion that the Transaction raises issues with

respect to the public interest as it relates to national transportation, the Governor-in-Council has approved the Transaction.

“Data Room Information” means collectively,

(i)

all data, information, records, and other materials relating to the WCBU Assets, and the Partnership Interest made available on one or more external hard drives delivered by Vendors to Purchaser or its Representatives on or prior to the date of this Agreement and any and all additional physical data and files made available by Vendors to Purchaser and its Representatives for review prior to the date hereof for which access was documented by “Access to Files Letters” acknowledged by Purchaser and posted to the website administered by ▇▇▇▇▇▇▇ Datasite referred to in paragraph (ii) listing the files reviewed by Purchaser;

(ii)

all data, information, records and other materials, including email correspondence between Purchaser or its Representatives and Vendors or their Representatives, and between Purchaser or its Representatives and ▇▇▇▇▇▇▇ Corporation and all answers and attachments provided in the “Q&A Forum”, uploaded to a website administered by ▇▇▇▇▇▇▇ Datasite not later than 12:00 AM CST on March 27, 2017 and saved onto an external hard drive or USB data stick marked “Copy of VDR for                                       [REDACTED – Identifying Transaction Information] and delivered by Vendors to Purchaser as soon as reasonably practicable thereafter, and for which an index of the items specified in paragraph (i) and this paragraph (ii) is attached hereto as Schedule 1.1(ddd), provided that any minor clarifications to clean up the Identified ROFRs, Material Contracts, and WCBU Land Schedule may be uploaded to such site not later than the Business Day preceding the date hereof.

“Debt Bridge Commitment Letter” means the executed debt bridge commitment letter dated March 29, 2017 from the Commitment Parties in favor of the Purchaser.

“Debt Bridge Financing” means the financing contemplated by the Debt Commitment Letters, pursuant to which, and in accordance with the terms and subject to the conditions thereof, the Commitment Parties have committed to lend the amounts set forth therein to the Purchaser for the purpose of funding the transactions contemplated by this Agreement; provided that from and after the Equity Financing Closing Date, if the Equity Bridge Commitment Letter has been terminated in accordance with its terms, “Debt Bridge Financing” shall not include the financing contemplated by the Equity Bridge Commitment Letter for all purposes hereof.

“Debt Commitment Letters” means, collectively, (i) the executed asset sale bridge commitment letter dated March 29, 2017 from the Commitment Parties in favor of the Purchaser, (ii) the Equity Bridge Commitment Letter and (iii) the Debt Bridge Commitment Letter.

“Default Rate” means the rate of interest, expressed as a per annum rate, equal to the Prime Rate plus two percent (2%).

“Deficient Pipeline” means any Operated Pipeline for which a Pipeline Engineering Assessment discloses it is not fit for its current purpose or service.

“Deficient Pipeline Engineering Assessment” has the meaning provided in Clause 11.3(c).

“Defined Benefit Plan” means any Pension Plan that contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act.

“Deposit” has the meaning provided in Clause 3.2(a).

“Effective Time” means 12:01 a.m., on January 1, 2017.

“Employee Information Letter” means the three (3) spreadsheets as at the date of execution of this Agreement entitled “Employee Info Letter Functions 0324 Data”, “Employee Info Letter WCBU LandExplorationDevelopment 0324” and “Employee Info Letter WCBU Prod Ops 0324 Data” contained in the “HR” folder indexed at items 1.8.24, 1.8.25, and 1.8.26 in the Data Room Information, as the same may be revised in accordance with Clause 16.1(a), setting forth information regarding Employees’ job titles,

salaries, bonuses, role to which the Employee reports, the Severance Costs determined in accordance with the Vendor’s Standard Calculation Worksheet, and all other relevant and material information relating to the terms and conditions of employment of the Employees, including details of participation in Employee Plans currently provided by the Vendors to the Employees.

“Employee Offers” has the meaning provided in Clause 16.1(c).

“Employee Plans” means all compensation, bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, phantom option, and any other equity-based compensation (whether payable in cash, securities, or otherwise) severance or termination pay, holiday pay, vacation pay, hospitalization or other medical, health and welfare benefits, life or other insurance, dental, eye care, sick pay, disability, salary continuation, supplemental unemployment benefits, profit-sharing, mortgage assistance, employee loan, employee discount, employee assistance, counselling, accidental death and dismemberment pension, retirement or early or supplemental retirement benefit plans, arrangements or agreements, including defined benefit or defined contribution pension plans and group registered retirement savings plans, and all other employee compensation or benefit plans, arrangements or agreements, whether oral or written, formal or informal, funded or unfunded, including all policies with respect to holidays, sick leave, short-term, long-term disability, vacations, flex days, expense reimbursements and automobile allowances and rights to company-provided automobiles, that are administered, sponsored or maintained or contributed to or required to be contributed to, by any Vendor for the benefit of any of the Employees or former employees or their dependants or beneficiaries, insured or self-insured, registered or unregistered, and whether or not subject to any Applicable Law, except that the term “Employee Plan” does not include any statutory plan with which any Vendor is required to comply, including the Canada Pension Plan, Quebec Pension Plan or any plan administered under applicable provincial health tax, workers’ compensation, workers’ safety and insurance and employment insurance legislation.

“Employees” means the employees identified by Vendors in the Employee Information Letter and                                                                                                                                                                                                                                              . [REDACTED – Employee Transfer Information]

“Encumbrance” means all liens, charges, security interests, royalties, pledges, options, net profit interests, rights of pre-emption, mortgages, adverse claims and other encumbrances on ownership rights of any kind or character or agreements to create the same.

“Environment” means the components of the earth and includes ambient air, land, surface and sub-surface strata, groundwater, lake, river or other surface water, all layers of the atmosphere, all organic and inorganic matter and living organisms, and the interacting natural systems that include such components.

“Environmental Defect” means any WCBU Environmental Liabilities in respect of any of the WCBU Assets, provided that:

(i)

WCBU Environmental Liabilities disclosed in the Data Room Information, this Agreement, or in a Schedule;

(ii)

Abandonment and Reclamation Obligations in respect of the WCBU Assets other than Abandonment and Reclamation Obligations that are required by applicable laws as of the date hereof or the terms of a WCBU Title and Operating Document, to be undertaken or satisfied prior to the end of the useful life of the relevant WCBU Asset but which have not been undertaken as of the date hereof; and

(iii)

any single WCBU Environmental Liability in respect of the WCBU Assets with a value of less than                  US Dollars (USD $                ); [REDACTED - Indemnity Threshold Amount]

shall not be an Environmental Defect for the purposes of Clause 8.5.

“Environmental Defect Value” has the meaning provided in Clause 8.5(a).

“Environmental Law” means all Applicable Laws respecting the protection of, or the control, remediation or reclamation of or the contamination or pollution of the Environment.

“Environmental Matters” means any activity, event or circumstance in respect of or relating to the past, present or future assets, activities or operations regarding:

(i)

the presence, storage, use, holding, collection, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling, transportation or Release of Hazardous Substances including any corrosion to or deterioration of any structures or other property;

(ii)

the sampling, monitoring or assessing the Environment or any potential impacts thereon from any past, present or future activities or operation or the failure to restore, cleanup or reclaim the Environment or to monitor the restoration, cleanup or reclamation of the Environment;

(iii)

damage, pollution, contamination, protection, reclamation, remediation or restoration or other adverse situations pertaining to the Environment, howsoever and by whomsoever caused and regardless of whether such damage, pollution, contamination, protection, reclamation, remediation, restoration or other adverse situations occur or arise in whole or in part prior to, at, or subsequent to the date of this Agreement; and

(iv)

the protection, reclamation, remediation or restoration of the Environment;

in each case, relating to or arising in connection with the past, present or future ownership or operation of surface or subsurface mineral rights, activities or omissions conducted or omitted to be conducted in respect of or in connection therewith including obligations to compensate Third Parties for Losses and Liabilities, including those Losses and Liabilities that arise from operations that affect lands other than the surface or subsurface mineral rights on which such operations were conducted.

“Equity Bridge Commitment Letter” means the executed equity bridge commitment letter dated March 29, 2017 from the Commitment Parties in favour of the Purchaser.

“Equity Financing” means the proposed public offering by the Purchaser of common shares expected to be announced on the date hereof.

“Equity Financing Closing Date” means the date upon which the net proceeds from the Equity Financing have been paid by the Underwriters to the Purchaser in accordance with the terms of the underwriting agreement to be entered into between the Purchaser and the Underwriters relating to the Equity Financing or, if the Equity Financing is not completed for any reason, the closing date of any subsequent offering of equity securities carried out by the Purchaser as an alternative to the Equity Financing.

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

“Excise Tax Act” means the Excise Tax Act, R.S.C. 1985, c. E-13.

“Excluded Assets” means:

(i)

the entire right, title, estate and interest of the Vendors of whatsoever nature or kind, whether absolute or contingent, legal or beneficial, in and to:

(A)

all rights to drill for, extract, remove and produce, save and market or share in the production or proceeds of sale of production of Petroleum Substances from lands owned, .leased, pooled or unitized by the Vendors outside of the Whitemap Area;

(B)

all Tangible Property that is currently or was previously used, useful or intended for use in producing Petroleum Substances from lands owned, leased, pooled or unitized by the Vendors outside of the Whitemap Area, or that is currently or was previously used, useful or intended for use in processing, transportation, measurement, making marketable, or injection or disposal of Petroleum Substances from lands owned, leased, pooled, or unitized by the Vendors outside of the Whitemap Area;

(C)

all property, assets and rights of the Vendors other than described in this paragraph (i) to the extent relating to rights outside the Whitemap Area and to which the Vendors are

entitled at the Effective Time, including all contracts, agreements, books, records, files, maps and documents to the extent that they relate to such rights, including all leases, reservations, permits, licences or other documents of title by virtue of which the Vendors are entitled to drill for, win, own or remove Petroleum Substances from lands owned, leased, pooled or unitized by the Vendors outside the Whitemap Area, including all renewals and extensions thereof and documents issued in substitution therefor, all rights to enter upon, use, occupy and enjoy the surface of lands owned, leased, pooled or unitized by the Vendors outside of the Whitemap Area, and any lands upon which ▇▇▇▇▇ or tangible depreciable property owned outside of the Whitemap Area are located and any lands used to gain access thereto, all field offices, camps and camp sites, sump and sump systems, garbage pits, and dumps, flare pits, and all roads and any bridges between any of them or between them and the lands or ▇▇▇▇▇, owned, leased, pooled or unitized by the Vendors outside the Whitemap Area;

(D)

all proprietary Geophysical Data owned or licenced to any of the Vendors or jointly to the Vendors and their respective partners in respect of lands outside the Whitemap Area, and all interpretations, geological and geophysical data, evaluations, forecasts, analyses, calculations, and similar items relating to lands or interests outside the Whitemap Area;

(E)

all technology, know-how, procedures, combinations of steps and processes and apparatus designs and templates, data, reports, studies, specifications, and drawings in respect of research, geological, reservoir, injection, production, monitoring, product, product treating, equipment maintenance, computer software, computer networks controlled computer programs and related software or other technology systems, including the source codes thereof, documents and inventions, in each case, owned by, licenced to, or held by, the Vendors to the extent related to any area outside of the Whitemap Area;

(F)

all production, engineering and other information, licences, permits, approvals and authorizations granted or issued by any Governmental Authorities and relating to the construction, installation, ownership, use or operation of any of the tangible assets provided in this definition;

(G)

physical assets and property of whatsoever nature or kind located outside the Whitemap Area that are not expressly scheduled on the WCBU Major Facilities and Pipelines; and

(H)

all producing, shut-in, water source, observation, disposal, injection, abandoned, reclaimed, reclamation exempt, suspended, capped or other ▇▇▇▇▇ located outside the Whitemap Area or, if within the Whitemap Area, is exclusively used for operations outside the Whitemap Area, and other than to the extent included in the WCBU Major Facilities and Pipelines;

(ii)

Excluded Fee Simple Lands;

(iii)

Excluded Midstream Arrangements;

(iv)

Excluded Tangibles;

(v)

any and all Exercised Assets;

(vi)

Petroleum Substances at or beyond the first point of measurement at the Effective Time, including Petroleum Substances in the course of production or transportation or in tanks or storage;

(vii)

advances and deposits paid to operators, Governmental Authorities or other Persons at any time to secure obligations or as prepayment of costs or expenses in respect of the assets and properties described in paragraphs (i) to (v) above and advances and deposits that may not be legally transferred;

(viii)

rights to make Claims against Persons in respect of acts, omissions or events that relate to or are in respect of the assets and properties described in paragraphs (i) to (vii) above or in respect of Excluded Liabilities;

(ix)

all interpretations, evaluations, valuations, forecasts, analyses, business analyses, and similar items relating to the WCBU Assets, the FCCL Partnership Assets, the Whitemap Area, the Exercised Assets, or other assets, properties and rights described in paragraphs (i) to (viii) above to the extent prepared for the purposes of the Transaction or in respect of lands outside the Whitemap Area, including any valuations or reserve forecasts with respect to any of them prepared or acquired by the Vendors or their Affiliates or a Third Party for purposes of the Transaction;

(x)

legal and title opinions prepared by, for, or on behalf of, any Vendor in respect of the assets and properties described in paragraphs (i) to (viii) above, except to the extent included in the land files delivered as part of the WCBU Title and Operating Documents and legal opinions pertaining to the Assumed Claims or freedom to operate the WCBU Assets;

(xi)

documents prepared by or on behalf of any Vendor in contemplation of litigation and any other documents within the possession of any Vendor which is subject to solicitor-client privilege under the laws of the Province of Alberta or any other jurisdiction, other than in respect of the Assumed Claims;

(xii)

policies, manuals and other proprietary, confidential business and technical information, interpretations, evaluations, forecasts, analysis, calculations and similar items to the extent not related to the WCBU Assets and used elsewhere;

(xiii)

Tax and financial records of the Vendors, including Tax returns, related working papers, books, records and correspondence or other documentation, whether in electronic or other form, relevant to compliance with Applicable Laws in respect of Taxes, assessments or re-assessments of Taxes payable by any of the Vendors, in each case whether related to the lands outside the Whitemap Area, the Partnership Interest or the WCBU Assets, other than tax records that pertain specifically to property taxes, emissions or asset level based taxes payable in respect of any of the WCBU Assets;

(xiv)

all balances owing from or due to the Vendors’ Affiliates; and

(xv)

contracts, agreements, books, records, files, maps, documents, and information; (A) to the extent not related to the WCBU Assets or FCCL Partnership Assets; or (B) subject to restrictions on their deliverability or confidentiality restrictions, in each case owed to a Third Party, until such time as a waiver or consent is provided in respect of such restriction as provided herein (which, for certainty the Vendors shall use commercially reasonable efforts to seek Third Party approval to the delivery or disclosure to Purchaser to the extent that they comprise WCBU Miscellaneous Interests);

but in no event shall the “Excluded Assets” include the Partnership Interest, any FCCL Partnership Assets, or the Proprietary Seismic Data.

“Excluded Fee Simple Lands” means those lands held by the Vendors in fee simple which relate exclusively to the Vendors’ previous downstream activities.

“Excluded Liabilities” means all liabilities and obligations in respect of the Excluded Assets.

“Excluded Midstream Arrangements” means contracts for the processing, compression, treatment, gathering, storage, handling, transportation or sale of Petroleum Substances from lands outside the Whitemap Area, and all commercial commodity trading, customer and optimization activities including commodity trades, options, swaps, floors, caps, collars, forward sales, forward purchases or similar ▇▇▇▇▇▇ or leveraging transactions undertaken by Vendors within and outside the Whitemap Area by their commercial trading group.

“Excluded Tangibles” means:

(i)

Tangible Property located on lands outside the Whitemap Area, Tangible Property located on lands within the Whitemap Area that is used or intended for use in connection with Vendors’ interests outside the Whitemap Area, and Tangible Property that was removed from within the Whitemap Area by the Vendors prior to Closing on notice to the Purchasers in respect of inventory not charged to a joint account for WCBU Lands, but not otherwise moved in anticipation of the Transaction,other than:

(A)

the WCBU Major Facilities and Pipelines and related Tangible Property; and

(B)

Tangible Property currently used in connection with the extraction, processing, compression, treatment, gathering, storage, handling, transportation or sale of Petroleum Substances produced from the WCBU Lands; and

(ii)

past and current retail gas stations, refineries, and asphalt plants;

(iii)

other than WCBU Major Facilities and Pipelines, those crude oil, natural gas and natural gas liquids pipelines, straddle plants and storage facilities and other related Tangible Property located downstream of either: (A) where natural gas first enters a meter station or pipeline facilities of a sole shipper, common carrier or other carrier; or (B) a battery or other location at which marketable crude oil is first obtained.

“Exercised Assets” has the meaning provided in Clause 9.1(c).

“FCCL Guarantees” means: (a) the Guarantee Agreement dated as of January 2, 2007 given by COPCO originally in favour of                                         and                                          and subsequently superseded and replaced by the Guarantee Agreement dated as of November 30, 2009 given by COPCO in favour of Cenovus FCCL Ltd.; and (b) the Guarantee Agreement dated as of January 2, 2007 originally given by                              in favour of CPCRC and subsequently superseded and replaced by the Guarantee Agreement dated as of November 30, 2009 given by Purchaser in favour of CPCRC. [REDACTED – Relates to historical ownership of units in FCCL Partnership.]

“FCCL Management Committee and Subcommittees” means the management committee and subcommittees established under the FCCL Partnership Agreement.

“FCCL Partnership” means the FCCL Partnership, a general partnership organized and existing under the laws of Alberta.

“FCCL Partnership Agreement” means the Further Amended and Restated FCCL Partnership Agreement dated October 27, 2011 among CPCRC and Cenovus FCCL Ltd.

“FCCL Partnership Assets” means the rights owned by FCCL Partnership, including the entire right, title, estate and interest of FCCL Partnership (whether absolute or contingent, legal or beneficial) in and to:

(i)

the rights to drill for, extract, remove and produce, save and market Petroleum Substances from lands owned, leased, pooled or unitized by FCCL Partnership; rights to a share of the production of Petroleum Substances from lands owned, leased, pooled or unitized by FCCL Partnership; rights to a share of the proceeds of, or to receive payment calculated by reference to, the quantity or value of the production of Petroleum Substances from lands owned, leased, pooled or unitized by FCCL Partnership (the “FCCL Partnership Lands”);

(ii)

all Tangible Property of the FCCL Partnership (the “FCCL Partnership Tangibles”);

(iii)

all property, assets, and rights of the FCCL Partnership other than the rights described in the immediately preceding paragraphs (i) and (ii), to the extent relating to such rights and to which the FCCL Partnership is entitled at the Effective Time, including all contracts, agreements, books,records, files, maps and documents to the extent that they relate to the rights provided in the preceding paragraphs (i) and (ii) or any rights in relation thereto; all leases, reservations, permits,licences or other documents of title by virtue of which FCCL Partnership is entitled to drill for, win,

own or remove Petroleum Substances from lands owned, leased, pooled or unitized by FCCL Partnership, including all renewals and extensions thereof and documents issued in substitution therefor; all rights to enter upon, use, occupy and enjoy the surface of lands owned, leased, pooled or unitized by FCCL Partnership and any lands upon which ▇▇▇▇▇ or tangible depreciable property owned by FCCL Partnership are located and any lands used to gain access thereto, in each case, for purposes related to the use or ownership of the rights provided in the preceding paragraphs (i) and (ii); all camps and camp sites, sump and sump systems, garbage pits, and dumps, storage yards, warehouses and sites, flare pits, and all roads and any bridges between any of them or between them and the lands or ▇▇▇▇▇ owned, leased, pooled or unitized by FCCL Partnership;

(iv)

all proprietary seismic data owned by or licenced to FCCL Partnership, its managing partner, the Purchaser or an Affiliate thereof;

(v)

all technology, know-how, procedures, combinations of steps and processes and apparatus designs and templates, data, reports, studies, specifications, drawings in respect of research, geological, reservoir, injection, production, monitoring, product, product treating, equipment maintenance, controlled computer programs, and related software including the source codes thereof, documents, evaluations, analyses, interpretations and calculations, or inventions, in each case owned by or licenced to FCCL Partnership, its managing partner, the Purchaser or an Affiliate thereof for and on behalf of FCCL Partnership; and

(vi)

all production, engineering and other information relating to the rights provided in the preceding paragraphs (i) and (ii) which FCCL Partnership has in its custody or to which it has access, including raw and processed data, archival samples and well logs and interpretations of any such information;

(vii)

all licences, permits, approvals, and authorizations granted or issued by any Governmental Authorities and relating to the construction, installation, ownership, use or operation of any assets provided in the preceding paragraphs (i) and (ii); and

(viii)

all abandoned, reclaimed, reclamation exempt, suspended, capped or other ▇▇▇▇▇ located on the FCCL Partnership Lands or otherwise currently or previously used, useful, intended for use in connection with the FCCL Partnership Lands, or owned by or licenced to FCCL Partnership, its managing partner, the Purchaser or an Affiliate thereof, on behalf of the FCCL Partnership, including the wellbores and down-hole casings (the “FCCL Partnership ▇▇▇▇▇”).

“FCCL Partnership Environmental Liabilities” means all past, present and future Losses and Liabilities, Claims and other duties and obligations of whatsoever nature or kind, whether arising under contract, Applicable Law or otherwise, in respect of, arising from, relating to or associated with:

(i)

all past, present and future obligations and liabilities to:

(A)

abandon or re-abandon ▇▇▇▇▇ that are or were located within the FCCL Partnership Lands and close, decommission, dismantle and remove all structures, foundations, buildings, pipelines, equipment, tanks and other facilities or tangibles that are or were located within the FCCL Partnership Lands or used or held for use or previously used or held for use in respect of Petroleum Substances produced from lands within the FCCL Partnership Lands, and

(B)

restore, remediate and reclaim any surface and subsurface locations of the lands on which ▇▇▇▇▇, structures, foundations, buildings, pipelines, equipment, tanks and other facilities or tangibles described in Clause 1.1(nnnn)(i)(A) are or were located and all lands used to gain access to any of them, including such obligations relating to ▇▇▇▇▇, pipelines and other facilities or tangibles which were abandoned or decommissioned prior to the Effective Time that are or were located within or upon the FCCL Partnership Lands;

in each case, in accordance with good oil and gas industry practices in the province in which such lands, ▇▇▇▇▇, and tangible equipment are located, and in compliance with Applicable Laws and governing FCCL Partnership Agreement, excluding all obligations and liabilities that are Excluded Liabilities or are related to the Excluded Assets;

(ii)

Environmental Matters in respect of the FCCL Partnership Assets;

(iii)

Liabilities to compensate Third Parties for Losses suffered in respect of any of the foregoing; and

(iv)

compliance with or the consequences of any non-compliance with, or violation or breach of, any Environmental Law applicable to or otherwise involving the FCCL Partnership Assets.

“FCCL Partnership Lands” has the meaning provided in Clause 1.1(mmmm)(i)

“FCCL Partnership Tangibles” has the meaning provided in Clause 1.1(mmmm)(ii).

“FCCL Partnership ▇▇▇▇▇” has the meaning provided in Clause 1.1(mmmm)(viii).

“FCCL Transaction Agreements” has the meaning ascribed to “Transaction Agreements” as set forth in the FCCL Partnership Agreement.

“Fee Simple Lands” means those WCBU Lands where mineral rights are owned in fee simple by one or more of the Vendors or their Affiliates as set forth and described in the WCBU Land Schedule or located with the Whitemap Area and not Excluded Fee Simple Lands.

“Final Statement of Accounting and Adjustment” or “FSOA” has the meaning provided in Clause 4.2(b).

“Financing” means, collectively, the Debt Bridge Financing and the Equity Financing.

“Financing Sources Related Parties” means the Underwriters, the Commitment Parties and any lender or prospective lender, underwriter, lead arranger, arranger, book runner, initial purchaser, placement agent, agent or representative of or to the Purchaser, and their respective Affiliates, and their respective officers, directors, employees, agents, successors and assigns.

“Follow-on Financing” means any public or private offering of securities of the Purchaser or any Subsidiary thereof (including any public secondary offering of securities of the Purchaser by any of the Vendors or an Affiliate thereof pursuant to the Registration Rights Agreement) for which any of the WCBU Operating Statements, Asset Reserves Report, WCBU Assets Description, Interim Period WCBU Operating Statements, if applicable, or information contained therein or derived therefrom, is required under Applicable Canadian Securities Laws or Applicable US Securities Laws, or otherwise by the Purchaser to be included or incorporated by reference, in any Offering Document in respect of such financing.

“GAAP” means generally-accepted accounting principles in Canada in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.

“General Conveyance” means the general conveyance in the form attached hereto as Schedule 1.1(yyyy).

“Geophysical Data” means any seismograms, digital field tapes, stack tapes, copies of processed record sections, operator’s reports, surveyor’s notes, shot point location maps, studies and any other similar seismic material associated with any of the 2-D seismic lines and/or 3-D seismic surveys, vertical seismic profiles and microseismic data analysis, including any interpretations and derivatives thereof.

“GLJ” means GLJ Petroleum Consultants Ltd.

“Governmental Authority” means any federal, national, provincial, territorial, municipal or other government, any political subdivision thereof, and any ministry, sub-ministry, agency, sub-agency, court, board, bureau, office, or department, including any government-owned entity, having jurisdiction over a Party, the WCBU Assets, the FCCL Partnership, the FCCL Partnership Assets, Operations or the Transaction.

“Gross Negligence” means:

(i)

a marked and flagrant departure from the standard of conduct of a reasonable person acting in the circumstances at the time of the alleged misconduct; or

(ii)

such wanton and reckless conduct or omissions as constitutes in effect an utter disregard for harmful, foreseeable and avoidable consequences; or

(iii)

a breach of a material provision of this Agreement that results from a deliberate action or deliberate failure to act intended to violate the terms of this Agreement.

“GST” means the goods and services and harmonized sales tax imposed under the Excise Tax Act.

“GST/PST” means the GST and any taxes imposed under any applicable provincial sales tax legislation that imposes a tax on the recipient of goods and/or services.

“Hazardous Substances” means hazardous or toxic substances, hazardous wastes, radioactive substances, asbestos, dangerous goods and Petroleum Substances, including any and all substances, materials and wastes regulated under Environmental Law.

“HSR Act” means the U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.

“HSR Approval” means that all applicable waiting periods under the HSR Act have expired or been terminated including any extension thereof (including any time periods established to extend any notice period, closing date, or otherwise to link the timing of any aspect of the transaction to review by a Governmental Authority, such as a timing agreement).

“Identified ROFRs” means the ROFRs set forth and described in the folder entitled “Identified ROFRs” indexed as item 1.10.1 in the Data Room Information.

“Income Tax” means taxes payable pursuant to the Income Tax Act and similar legislation of the provinces of Canada.

“Income Tax Act” means the Income Tax Act (Canada) R.S.C. 1985, c. 1 (5^th Supplement) and the Income Tax Application Rules R.S.C. 1985 c. 2 (5^th Supplement).

“Indemnified Party” has the meaning provided in Clause 12.4.

“Indemnifying Party” has the meaning provided in Clause 12.4.

“Information Request” has the meaning provided in Clause 14.6(a).

“Interim Period” means the period commencing on the date of this Agreement and ending on the earlier of Closing or termination of this Agreement in accordance with its terms.

“Interim Period WCBU Operating Statements” has the meaning provided in Clause 6.10(a)(ii).

“Interim Statement of Accounting and Adjustment” or “ISOA” has the meaning provided in Clause 4.2(a).

“Investment Canada Act” means the Investment Canada Act, R.S.C. 1985, c. 28 (1^st Supplement).

“Investor Agreement” means the agreement in substantially the form attached as Schedule 1.1(sssss).

“IT Field Equipment” includes all servers, desktops, network components, firewalls, radios, printers, video cameras, phone systems, security systems, video conferencing, hand helds, tablets, and mobile phones used in respect of current production operations at the WCBU Tangibles, and computer software, computer networks and other technology systems used exclusively with SCADA and other field maintenance management systems or measurement facilities included in the WCBU Tangibles;

“Leased Tangibles” means the leased tangibles and assets that are currently used in the Operations as disclosed in the Data Room Information, including the                  and                                      the Edson field office located at 5918 – ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, and the Grande Prairie field office located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇. [REDACTED – Identifies Specific Assets Leased from a Third Party that is not a Party to this Agreement]

“Legal Opinion” means the legal opinion, dated the Closing Date, from the Canadian and United States external legal counsel to the Purchaser containing the opinion set forth in Schedule 1.1(vvvvv).

“Licenced Technology” means:

(i)

all technology, know-how, procedures, combinations of steps and processes and apparatus designs and templates, data, reports, studies, specifications, and drawings in respect of research, geological, reservoir, injection, production, monitoring, product, product treating, equipment maintenance, computer software, computer networks, controlled computer programs, and related software or other technology systems, including the source codes thereof, documents and inventions, in each case, owned by, licenced to, or held by, the Vendors;

(ii)

all policies, manuals, and other proprietary, confidential business and technical information, interpretations, evaluations, forecasts, analysis, calculations and similar items;

(iii)

all contracts, agreements, books, records, files, maps, documents, and information;

to the extent, in each case, related to the WCBU Assets and used elsewhere, subject to restrictions on their deliverability or confidentiality restrictions, in each case owed to a Third Party, until such time as a waiver or consent is provided in respect of such restriction as provided herein (which for certainty, the Vendors shall use commercially reasonable efforts to seek Third Party approval to such delivery or disclosure to Purchaser to the extent that they relate to the WCBU Assets.)

“LLR” means a Licencee Liability Rating established for a licencee by a Governmental Authority.

“Losses and Liabilities” means, in respect of a Party and in relation to a matter, any and all:

(i)

losses, costs, damages, expenses and charges (including all penalties, interest, charges, assessments and fines) which such Party suffers, sustains, pays or incurs, directly or indirectly, in connection with such matter and includes costs of legal counsel and other professional advisors on a full indemnity basis and reasonable costs of investigating and defending Claims arising from such matter, regardless of whether such Claims are sustained, and includes taxes payable on any settlement payment or damage award in respect of such matter; and

(ii)

liabilities and obligations (whether under common law, in equity, under Applicable Law or otherwise; whether tortious, contractual, vicarious, statutory or otherwise; whether absolute or contingent; and whether based on fault, strict liability or otherwise) which such Party suffers, sustains, pays or incurs, directly or indirectly, as a result of or in connection with such matter;

but excluding Consequential Losses suffered, sustained, paid or incurred by such Party other than any such indirect, incidental, consequential, exemplary, special and punitive losses or damages and loss of profits suffered, sustained, paid or incurred by a Third Party entitled to indemnification from a Party.

“Material Adverse Effect” means:

(i)

in respect of a Party, as applicable, any change or effect, event or occurrence in or on the business, operations, assets, capitalization, financial condition, rights or liabilities, whether contractual or otherwise, of such Party which is material and adverse to the business, operations or financial condition of the Party (taken as a whole); and

(ii)

in respect of the FCCL Partnership Assets and the WCBU Assets (taken as a whole), any change or effect, event or occurrence that alone, or in conjunction with any other or others, is materially adverse to the value, ownership or operation of the WCBU Assets and FCCL Partnership Assets (taken as a whole and as owned and operated as of the Effective Time),

determined without consideration of any of the following: (A) any change, effect, event or occurrence relating to or affecting the general economic conditions or securities, capital, credit, financial, banking or currency markets (including changes in interest or exchange rates), or any worsening thereof; (B) conditions affecting the oil and gas industry in Canada as a whole not disproportionately affecting the applicable Party or the

WCBU Assets; (C) any change in global, national or regional political conditions, act of war, civil unrest or similar event or any escalation or worsening thereof and not disproportionately affecting the applicable Party; (D) any adoption, proposal, implementation or changes in Applicable Laws or in the interpretation, application or non-application of Applicable Law of any Governmental Authority not disproportionately affecting the applicable Party or the WCBU Assets; and (E) any change, effect or circumstance arising from the actions or matters permitted by this Agreement or consented to or approved in writing by the other Parties, including the public announcement of the Transaction.

“Material Contracts” means those agreements identified in the folder entitled “Material Contracts” indexed as item 1.10.4 in the Data Room Information.

“Material Environmental Defect” means any Environmental Defect in respect of the WCBU Assets identified by the Purchaser and described in a notice provided to the Vendors pursuant to Clause 8.5 where the costs related to the remediation of WCBU Environmental Liability in respect of the WCBU Assets affected thereby, taking into account the net present value of projected future costs of such remediation (using a discount rate of      percent (    %) [REDACTED - Percentage of Discount Rate. Commercially Sensitive Information] as of the Effective Date and assuming the cost is incurred at the time required by good oil and gas industry practice, Applicable Laws or the terms of a WCBU Title and Operating Document), is estimated by the Purchaser, acting reasonably and in good faith, to exceed                  US Dollars (USD $                ). [REDACTED - Indemnity Threshold Amount]

“Material Title Defect” means any Title Defect in respect of the WCBU Assets identified by the Purchaser and described in a notice provided to the Vendors pursuant to Clause 8.4(a) of the WCBU Assets affected thereby, where the value by which the WCBU Assets affected by such Title Defect has been reduced by such Title Defect, taking into account the likelihood that such Title Defect will manifest itself, and the Purchaser’s reasonable requirements for remedying such Title Defect is estimated by the Purchaser, acting reasonably and in good faith, to exceed                                                               US Dollars (USD $                 ). [REDACTED - Indemnity Threshold Amount]

“Material Undisclosed Claim” means any Claim in respect of the WCBU Assets identified by the Purchaser after the date hereof and prior to Closing that are not disclosed in the Schedules or in the Data Room Information, where the value by which the WCBU Assets affected by such Claim will have been reduced by such Claim, taking into account the likelihood that such Claim will be successful, and the Purchaser’s bona fide estimate of the Losses and Liabilities arising from such Claim, acting reasonably and in good faith, will exceed                                                               US Dollars (USD $                ). [REDACTED - Indemnity Threshold Amount]

“Member DC Account Balance” has the meaning provided in Clause 16.2(b).

“Money Laundering Laws” has the meaning provided in Clause 10.1(mm).

“NI 52-107” has the meaning provided in Clause 6.10(a)(ii).

“Non-Accepting Employee” has the meaning provided in Clause 16.3(i).

“Non-Compete Agreement” means the agreement in substantially the form attached as Schedule 1.1(iiiiii).

“Non-Transferring Employees” has the meaning provided in Clause 16.3(d).

“NYSE” means the New York Stock Exchange.

“Offering Document” means any prospectus, prospectus supplement, registration statement, offering memorandum or other offering document (including any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) used or intended to be used by the Purchaser or any of its Subsidiaries in connection with any Financing or any Follow-on Financing.

“OGC” means the British Columbia Oil and Gas Commission.

“Operated Pipelines” means any and all pipelines owned (wholly or partially), operated by, and licenced to, any of the Vendors.

“Operating Pipelines” means any and all Operated Pipelines which are actively operating at the Closing Time.

“Operations” means any and all operations on or within the Whitemap Area, or on or in respect of the WCBU Assets or relating to Petroleum Substances produced from the WCBU Lands including: (i) drilling, completion, testing, recompleting, deepening, plugging back, side tracking, whipstocking, fracking, stimulating, injecting, equipping, operating and abandoning ▇▇▇▇▇; (ii) construction, installation, repair, expansion, decommissioning, maintenance and operation of oilfield facilities, pipelines and equipment; (iii) producing, gathering, compressing, dehydrating, scrubbing, processing, treating, separating, extracting, collecting, refrigerating, measuring, storing, transporting or shipping Petroleum Substances (including processing, treatment and storage of sulphur and transmission, transportation, treatment and disposition of water); (iv) miscible flood and other enhanced recovery schemes; (v) geological, geophysical and seismic activities; and (vi) abandonment, reclamation, remediation and restoration operations but excluding any of the foregoing to the extent related to Excluded Assets.

“Partnered Seismic Data” means all Geophysical Data pertaining to lands within the Whitemap Area, cropped at the boundary of the Whitemap Area where such Geophysical Data extends beyond the boundary of the Whitemap Area, in each case, in which a Vendor or the Vendors or their respective Affiliates in the aggregate have a less than 100% ownership interest, which has been obtained in accordance with Clause 7.3.

“Partnership Interest” means the interest of CPCRC, as such interest is determined under and pursuant to section 8.8 of the FCCL Partnership Agreement, in and to: (A) Partnership Units (as that term is defined in the FCCL Partnership Agreement); (B) the rights, benefits and obligations of a partner of FCCL Partnership, including those derived from the FCCL Partnership Agreement, the FCCL Transaction Agreements; and (C) the rights, entitlements, liabilities and obligations of the FCCL Partnership at any time and from time to time.

“Partnership Material Adverse Effect” means any change, effect, event or occurrence that alone, or in conjunction with any other or others, is materially adverse to the value, ownership or operation of the FCCL Partnership Assets (taken as a whole and as owned and operated as of the Effective Time), determined, in each case, after taking into consideration any insurance proceeds which are payable or reasonably expected to be payable to the FCCL Partnership (or the partners thereof) in respect of any such change, effect, event or occurrence, but without consideration of any of the following: (A) any change, effect, event or occurrence relating to or affecting the general economic conditions or securities, capital, credit, financial, banking or currency markets (including changes in interest or exchange rates), or any worsening thereof; (B) conditions affecting the oil and gas industry in Canada as a whole and not disproportionately affecting the FCCL Partnership or the FCCL Partnership Assets; (C) any change in global, national or regional political conditions, act of war, civil unrest or similar event or any escalation or worsening thereof and not disproportionately affecting the FCCL Partnership Assets; (D) any adoption, proposal, implementation or changes in Applicable Laws or in the interpretation, application or non-application of Applicable Law of any Governmental Authority not disproportionately affecting the FCCL Partnership or the FCCL Partnership Assets; (E) any change, effect or circumstance arising from the actions or matters permitted by this Agreement or consented to or approved in writing by the other Parties, including the public announcement of the Transaction; and (F) any change, effect, event or occurrence relating to or arising from any negligence or wilful misconduct on the part of the Purchaser or any of its Affiliates in its role as operator of the FCCL Partnership Assets, including insufficiency in insurance proceeds to cover a loss, failure to mitigate such loss after its occurrence, or failure to take all reasonable steps to prevent or mitigate the risk of such change, effect, event or occurrence from arising in the first instance.

“Partnership Unit Transfer and Partnership Agreement Novation Agreement” means the form of assignment of partnership interest required pursuant to the FCCL Partnership Agreement to effect the assignment of the Partnership Interest from CPCRC to the Purchaser, in substantially the form attached as Schedule 1.1(tttttt).

“Party” means a party to this Agreement, and “Parties” means both of the parties to this Agreement.

“Pension Plan” means any Employee Plan that is a “registered pension plan” as defined in subsection 248(1) of the Income Tax Act or that is registered pursuant to any applicable federal or provincial pension legislation.

“Permitted Encumbrances” means, as of a particular time, any of the following:

(i)

liens for taxes, assessments and governmental charges which are not due or delinquent at the Closing Date or, if due, are being contested in good faith by or on behalf of the Vendors;

(ii)

undetermined or inchoate liens incurred or created in the ordinary course of business or liens created as security in favour of the Person who is conducting the development or operation of the property to which such liens relate for the Vendors’ proportionate share of the costs and expenses of such development or operation which are not due or delinquent at the Closing Date or, if due, are being contested in good faith by or on behalf of the Vendors;

(iii)

mechanics’, builders’, materialmen’s or other similar liens in respect of services rendered or goods supplied for which payment is not at the Closing Date due and payable or, if due, the validity of which are being contested in good faith by or on behalf of the Vendors;

(iv)

easements, rights of way, servitudes, permits, licences and other similar rights in land, including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables;

(v)

the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, franchise, grant or permit or by any Applicable Law, to terminate any such lease, licence, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;

(vi)

rights of general application reserved to or vested in any Governmental Authority to levy taxes on Petroleum Substances or any of them or the income or revenue attributable thereto and governmental requirements and limitations of general application as to production rates on the operations of any property and rights reserved to or vested in any Governmental Authority to control, limit or regulate production rates or the operation or use of any property in any manner;

(vii)

liens granted in the ordinary course of business to a public utility or Governmental Authority in connection with operations on or in respect of the WCBU Lands or the FCCL Partnership Assets, or interests therein or lands pooled or unitized therewith;

(viii)

statutory exceptions to title and the express or implied reservations, limitations, provisos and conditions in any original grants from the Crown of any of the WCBU Lands or the FCCL Partnership Assets or interests therein;

(ix)

all gross overriding royalties held by             applicable to the Fee Simple Lands identified as a         % GOR in the WCBU Land Schedule; [REDACTED - Relates to a Third Party that is not a Party to this Agreement. Commercially Sensitive Information.]

(x)

trust obligations incurred in the ordinary course of business;

(xi)

all Encumbrances, obligations, duties, terms and conditions identified or set forth in a Schedule or specifically consented to or approved in writing by the Purchaser prior to the date of this Agreement or deemed approved or accepted by the Purchaser in accordance with any provision of this Agreement;

(xii)

all ROFRs;

(xiii)

any Security Interest held by any Third Party over the Vendor’s interest in the WCBU Assets or the Partnership Interest and in respect of which the Vendor delivers to the Purchaser in accordance with Clause 8.7, a release and discharge or no-interest letter in a form satisfactory to the Purchaser, acting reasonably;

(xiv)

contracts for the purchase, processing, transportation or storage of Petroleum Substances or for the contract operation of any of the WCBU Assets that are terminable without penalty on sixty–two (62) days’ notice or less;

(xv)

the terms and conditions of the WCBU Title and Operating Documents subject to the proviso below; and

(xvi)

any other circumstance, matter or thing disclosed in this Agreement or in any Schedule hereto;

provided that any of the foregoing which are being contested in good faith by or on behalf of the Vendors as at the date hereof are adjusted for in accordance with Clause 4.1(b)(ii), and provided that the following items must be identified in the WCBU Land Schedule or the Data Room Information to qualify as a Permitted Encumbrance: (A) any overriding royalty, net profits interest or other Encumbrance applicable to the WCBU Petroleum and Natural Gas Rights for which the Purchaser will assume the obligation for payment; (B) any existing potential alteration of the Vendors’ interest in the WCBU Assets because of a payout conversion or farmin, farmout or other such agreement which is identified in the Schedule by reference to the agreement number; (C) any penalty or forfeiture that applies to the WCBU Assets at the Effective Time because of the Vendors’ election not to participate in a particular operation; and (D) any Security Interest which would not be a Permitted Encumbrance under the proceeding paragraphs of this definition.

“Person” means any individual (or group of individuals), corporation, limited or unlimited liability company, joint venture, partnership (limited or general), trust, trustee, executor or similar official, Governmental Authority or other legal entity.

“Personal Information” means information about an identifiable individual which has been disclosed by the Vendors or by any of the Vendors’ Representatives to the Purchaser or to any of the Purchaser’s Representatives in connection with the Transaction, but does not include the name, title, business address or telephone number of an employee of an organization when used to contact such individual in their capacity as a representative of an organization.

“Petroleum Substances” means any and all of crude Bitumen, oil sands, crude oil and products derived therefrom, synthetic crude oil, heavy oil, coalbed methane, petroleum, natural gas, natural gas liquids and all related hydrocarbons and other substances, whether solid, liquid, or gaseous and whether hydrocarbons or not (excepting coal but including sulphur, coalbed methane and hydrogen sulphide) produced in association with such petroleum, natural gas, natural gas liquids or related hydrocarbons, including all produced water and salt water.

“Pipeline Engineering Assessment” means, in the case of an Operated Pipeline located in Alberta and licenced by the AER, an engineering assessment prepared by a Vendor or Transferring Employee in accordance with good engineering practice and the Pipeline Rules for the purpose of assessing whether such Operated Pipeline is fit for its current purpose and service, in substantially the form attached in the folder entitled “Pipeline Assessment Template” indexed as item 1.10.5 in the Data Room Information.

“Pipeline Records” means, to the extent they relate to Operated Pipelines comprising part of the WCBU Assets located in Alberta in respect of which a Vendor is the permit holder and will be transferring such permit to Purchaser in conjunction with, or after Closing, those available files, records, reports, assessments and documents in possession of the Vendors.

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

“Place of Closing” means the offices of the Vendors at ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or such other location in Canada agreed to in writing by the Parties.

“Prime Rate” means the rate of interest (expressed as a rate per annum) used by the main branch Royal Bank of Canada in Calgary, Alberta from time to time as the reference rate used in determining the rates of interest payable on Canadian dollar commercial demand loans made by such bank in Canada and which is announced by such bank, from time to time, as its “prime rate”.

“Product Sales, Marketing and Transportation Contracts” means the contracts for the processing, compression, treatment, gathering, handling, storage, transportation or sale of Petroleum Substances produced from the WCBU Lands, excluding Excluded Midstream Arrangements.

“Proposal” has the meaning provided in Clause 6.5(a).

“Proprietary Seismic Data” means the Geophysical Data (including in raw data form and merged data sets) which is wholly owned by the Vendors or their Affiliates, or the Vendors and their Affiliates in the aggregate, to the extent such information and data was acquired or obtained in respect of lands within the Whitemap Area, provided that where any of such Geophysical Data contains data pertaining to lands within the Whitemap Area, the entirety of such data set (uncropped) shall be considered Proprietary Seismic Data notwithstanding that it may include data pertaining to lands that cross over the boundary of the Whitemap Area.

“Public Record” means all information filed by or on behalf of the Purchaser on ▇▇▇.▇▇▇▇▇.▇▇▇ after December 31, 2015 in compliance, or intended compliance, with Applicable Canadian Securities Laws.

“Purchase Price” means the total consideration payable by Purchaser to the Vendors, resulting from the calculation set forth in Clause 3.1.

“Purchaser Entity” has the meaning provided in Clause 12.1(a)(i).

“Purchaser Financial Statements” means the audited consolidated financial statements of the Purchaser as at and for the year ended December 31, 2016 and the related auditors’ report on such statement, together with the notes to such statement.

“Purchaser Material Adverse Effect” means any change or effect, event or occurrence in or on the business, operations, assets, capitalization, financial condition, rights or liabilities, whether contractual or otherwise, of the Purchaser which is material and adverse to the business, operation or financial condition of the Purchaser (taken as a whole).

“Purchaser’s DC Plan” has the meaning provided in Clause 16.2(a).

“Registration Rights Agreement” means the agreement in substantially the form attached as Schedule 1.1(ooooooo).

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Hazardous Substance into or through the Environment or into or out of any lands, including the movement of a Hazardous Substance through or in any part of the Environment.

“Representatives” means, collectively, with respect to any Party, its Affiliates, and the respective directors, officers, servants, agents, advisors, employees, consultants and representatives of that Party and its Affiliates.

“Requesting Party” has the meaning provided in Clause 14.1.

“Required Approvals” means collectively:

(i)

the Competition Act Approval;

(ii)

the CTA Approval;

(iii)

the HSR Approval; and

(iv)

conditional approval from the TSX and NYSE to the listing of the Share Consideration.

“RMF2” means the Alberta Energy Reassignment of Volume Setup/Change Form, including all attachments required to be annexed thereto.

“ROFR” means a right of first refusal, pre-emptive right of purchase or similar right whereby any Third Party has the right to acquire or purchase any of the WCBU Assets as a consequence of the Parties entering into this Agreement or the Transaction.

“ROFR Action” has the meaning provided in Clause 9.1(f)(ii).

“ROFR Holder” has the meaning provided in Clause 9.1(c).

“Sanctions” has the meaning provided in Clause 10.1(jj).

“Security Interests” means security interests in the WCBU Assets expressly granted by or through the Vendors or a predecessor in interest under a mortgage, charge, pledge, lien, hypothec, deed of trust, Bank Act (Canada) assignment, debenture, assignment by way of security, title retention arrangement, general security agreement or a land charge under personal property security legislation but does not include a right of set-off or a set-off.

“Seismic Data” means all Geophysical Data pertaining to the WCBU Assets, including Proprietary Seismic Data, Partnered Seismic Data and Brokered Seismic Data.

“Seismic Licence” means a non-exclusive, royalty free, licence to be granted by the Purchaser to the Vendors to use the Proprietary Seismic Data in substantially the form contained in the folder entitled “Seismic Licence” indexed at item 1.10.10.1 in the Data Room Information.

“Severance Costs” means termination pay, severance pay and/or pay in lieu of notice arising from the termination of the employment of any of the Non-Transferring Employees calculated in accordance with the Standard Calculation Worksheet.

“Share Consideration” means Two Hundred and Eight Million (208,000,000) voting common shares in the share capital of the Purchaser to be issued at Closing to CPCRC or to the Affiliate Nominee as payment for the equity component of the Purchase Price.

“Standard Calculation Worksheet” means Vendors’ standard severance calculation methodology as presented in the Vendors’ standard severance calculation worksheet contained in the folder entitled “Severance Calculations” indexed at item 1.8.28 in the Data Room Information.

“Subsidiary” has the meaning provided for in the Securities Act (Alberta).

“Superintendent” has the meaning provided in Clause 16.2(b).

“Take or Pay Obligations” means obligations arising in connection with:

(i)

Product Sales, Marketing and Transportation Contracts or other contracts for the sale of Petroleum Substances, where payments are required to be made in lieu of or in consequence of the sellers or buyers under such contracts not making or taking delivery of Petroleum Substances, or in consideration of future deliveries of Petroleum Substances; or

(ii)

contracts for the handling, transportation, processing or storage of Petroleum Substances where payments are required to be made under such contracts not making or taking delivery of Petroleum Substances, or in consideration of future deliveries of Petroleum Substances;

and which obligations include obligations to deliver Petroleum Substances after the Closing Date or to make such payments after the Closing Date.

“Tangible Property” means tangible depreciable property, apparatus, equipment, machinery, fixtures, systems, pipelines, plants, batteries, and facilities that are currently or were previously used, useful or intended for use in producing Petroleum Substances, or used, useful or intended for use in processing, transportation, measurement, making marketable, or injection or disposal of Petroleum Substances or in connection with water or steam injection, water disposal or removal operations including tubing, casing, wellheads, pipelines, flowlines, pipeline connections, gathering systems, batteries, compressors, treaters, pumps, tanks, boilers, plants, buildings, control rooms, inventory, warehouse or storage yards (including

inventory of whatsoever nature or kind stored therein or thereon), extraction facilities, meters, generators, communications (including SCADA) and power lines.

“Tax” or “Taxes” means all taxes whether Canadian federal, provincial, territorial, local, municipal or foreign (including income, gross receipts, licence, fees, payroll, employment, excise, severance, premium, windfall profits, customs duties, capital, capital stock, capital gain, value added, franchise, business, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, occupation, goods and services, stamp, transfer, registration, alternative or minimum tax, municipal tax, employment insurance contributions and Canada Pension Plan contributions, and including any interest, penalty, or addition thereto, whether disputed or not, imposed, assessed or collected by, for or under the authority of the Income Tax Act or any Governmental Authority or payable pursuant to the Income Tax Act or tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee).

“Tax Returns” includes any return, report, declaration, election, filing, information return or statement in respect of Taxes required to be filed under Applicable Laws.

“Taxation Authority” means Canada Revenue Agency or any Governmental Authority which is entitled to impose Taxes or administer any Tax legislation.

“Technical Services Agreement” means the agreement to be entered into at Closing by the Parties subject to Clause 6.7 containing the principles set forth in Schedule 1.1(llllllll).

“Third Party” means any Person other than the Parties or their Representatives.

“Third Party Claim” has the meaning provided in Clause 12.4.

“Thirteenth Month Adjustment” means an annual reconciliation adjustment made by an operator pursuant to a WCBU Title and Operating Document for the purpose of reconciling and redistributing actual to estimated operating expenses, processing fee revenues, royalties and gas cost allowances and other costs, expenses or revenues among the owners or users of those WCBU Assets.

“Threshold Amount” means, Two Hundred and Fifty Million United States Dollars (USD $250,000,000) (converted into Canadian Dollars in accordance with Clause 1.2(m)).

“Title Defect” means a defect, deficiency, or discrepancy in or affecting the title of the Vendors in and to any of the WCBU Assets which is sufficiently material and adverse to the enforcement of title, or the ability of Vendor to convey that title to the Purchaser, that it would not be acceptable to a knowledgeable, prudent purchaser acting reasonably, and, without limiting the generality of the foregoing, specifically includes:

(i)

a Vendor not being the beneficial owner of the interest attributed to it in the WCBU Land Schedule, or holding a lesser beneficial interest than such attributed interest;

(ii)

a Vendor’s interests as described in the WCBU Land Schedule being subject to a royalty, net profits interest or other similar Encumbrance not disclosed therein;

(iii)

a Vendor’s interests as described in the WCBU Land Schedule being subject to a reduction or conversion not disclosed therein, other than as specifically disclosed in the WCBU Land Schedule; and

(iv)

Security Interests registered against the interests of a Vendor in and to the WCBU Lands, other than those to be discharged or for which a no interest letter will be delivered in accordance with Clause 8.7;

but specifically excludes:

(v)

a Vendor’s interest as described in the WCBU Land Schedule having converted from a before- payout interest to an after-payout interest as a result of payout having occurred;

(vi)

all defects, deficiencies, discrepancies, matters and things which are described or disclosed in the Data Room Information, the WCBU Land Schedule;

(vii)

all losses of lease acreage between the Effective Time and the Closing Date due to the expiry of any WCBU Leases;

(viii)

all matters pertaining to the interest of a Third Party that do not pertain to the interest of a Vendor in the WCBU Assets;

(ix)

failure to obtain consent of a Third Party prior to Closing in relation to any of the WCBU Assets requiring prior written consent to assign such WCBU Assets or an interest therein unless such failure would result in the forfeiture or termination of a Vendor’s interest in such WCBU Assets;

(x)

alteration, subsequent to the Effective Time, to a Vendor’s interest in any of the WCBU Assets as set forth in the WCBU Land Schedule as a result of an earning or payout conversion under the WCBU Title and Operating Documents, provided such earning or payout conversion right is listed by reference to the agreement number in the WCBU Land Schedule;

(xi)

cessation of production of any Well where such cessation will not result in the termination of any Lease;

(xii)

any limitation of, derogation from, or restriction on rights or interests granted under the WCBU Leases, certificates of title or other of such WCBU Title and Operating Documents imposed by Applicable Laws;

(xiii)

the Permitted Encumbrances;

(xiv)

any missing or unsigned documents in the chain of a Vendor’s title to the WCBU Assets where:

(A)

such documents are not reasonably required to confirm the creation, establishment or maintenance of such title and the current status of title can otherwise be confirmed with reasonable certainty; or

(B)

such documents represent a reduction or conversion of or Encumbrance against such Vendor’s interest therein which is reflected in the WCBU Land Schedule;

(xv)

failure to confirm payment of initial consideration, lease rentals, delay payments, shut-in payments and other payments required to maintain freehold WCBU Leases, where the failure to make such payments will not result in a termination of any WCBU Lease;

(xvi)

a Vendor’s or any predecessor’s interest in any of the WCBU Assets being a beneficial interest rather than a legal interest; or

(xvii)

the exercise of any ROFR.

“Title Defect Value” has the meaning provided in Clause 8.4(a).

“Transaction” means the transaction for the purchase and sale of the WCBU Assets and the Partnership Interest as provided for in this Agreement, including the issuance of the Share Consideration in connection therewith, and the execution and delivery of the agreements required under this Agreement to be executed and delivered at Closing.

“Transferring Contractors” has the meaning provided in Clause 16.1(f).

“Transferring Employees” has the meaning provided in Clause 16.1(f).

“Transition Services Agreement” means the agreement to be entered into at Closing by the Parties containing the principles set forth in Schedule 1.1(vvvvvvvv).

“TSX” means the Toronto Stock Exchange.

“Uncured Defects and Claims” has the meaning provided in Clause 8.6(e)(ii).

“Uncured Environmental Defect” has the meaning provided in Clause 8.5(b).

“Uncured Title Defect” has the meaning provided in Clause 8.4(b).

“Underwriters” means, collectively, the syndicates of securities dealers engaged by the Purchaser to conduct each of the Equity Financing, and any Follow-on Financing.

“Unexpired ROFRS” has the meaning provided in Clause 9.1(e).

“Unit” means the scheme or schemes of unitization for the production of Petroleum Substances to which the WCBU Petroleum and Natural Gas Rights are subject as described in Part 6 of the WCBU Land Schedule.

“Vendor’s DC Plan” has the meaning provided in Clause 16.2(b).

“Vendor Consents” has the meaning provided in Clause 9.2(a).

“Vendor Entity” has the meaning provided in Clause 12.2(a).

“WCBU Assets” means, collectively:

(i)

the WCBU Petroleum and Natural Gas Rights;

(ii)

the WCBU Miscellaneous Interests; and

(iii)

the WCBU Tangibles.

“WCBU Assets Description” means the narrative description of the WCBU Assets provided by the Purchaser to the Vendor for its confirmation prior to inclusion in any Offering Document or Continuous Disclosure Document.

“WCBU Environmental Liabilities” means all past, present and future Losses and Liabilities, Claims and other duties and obligations of whatsoever nature or kind that relate to lands within the Whitemap Area, the WCBU Lands, or the WCBU Assets, or that have arisen or hereafter arise in connection with or as a result of past, present or future operations in the Whitemap Area, or on the WCBU Lands, or in connection with the WCBU Assets, and by whomsoever caused, whether arising under contract, Applicable Law, or otherwise, in respect of, related to, arising from, or in connection with:

(i)

Abandonment and Reclamation Obligations;

(ii)

in respect of, arising from or related to, Environmental Matters in respect of the WCBU Assets; or

(iii)

Liabilities to compensate Third Parties for Losses suffered in respect of any of the foregoing; and

(iv)

compliance with or the consequences of any non-compliance with, or violation or breach of, any Environmental Law applicable to or otherwise involving the WCBU Assets;

excluding the Excluded Liabilities.

“WCBU Facility Loss” has the meaning provided in Clause 6.8(b).

“WCBU Land Schedule” means the schedules specified in the folder entitled “WCBU Land Schedule” indexed as item 1.10.6 in the Data Room Information.

“WCBU Lands” means, collectively:

(i)

the Clearwater lands set forth and described in Part 1 of the WCBU Land Schedule;

(ii)

the Kaybob – ▇▇▇▇▇ lands set forth and described in Part 2 of the WCBU Land Schedule;

(iii)

the Deep Basin lands set forth and described in Part 3 of the WCBU Land Schedule;

(iv)

the Plains lands set forth and described in Part 4 of the WCBU Land Schedule;

(v)

the WCBU AMI Oil Sands lands set forth and described in Part 5 of the WCBU Land Schedule; and

(vi)

the WCBU Unit Interests set forth and described in Part 6 of the WCBU Land Schedule;

and all lands pooled or unitized therewith, subject to any limitations identified or set forth in the applicable part of the WCBU Land Schedule, which includes the Petroleum Substances within, upon or under those identified lands but, in all cases, only as to the formations set forth and described therein, excluding the Excluded Assets and Excluded Liabilities.

“WCBU Leases” means, collectively, all leases, reservations, permits, licences or other documents of title including those set forth and described in the WCBU Land Schedule by virtue of which the holder thereof is entitled to drill for, win, own or remove Petroleum Substances within, upon or under all or any part of the WCBU Lands or lands which have been pooled or unitized therewith, and includes, if applicable, all renewals and extensions of such documents and all documents issued in substitution therefor.

“WCBU Licences” means, all licences, permits, approvals and authorizations granted or issued by any Governmental Authorities and relating to the construction, installation, ownership, use or operation of the WCBU Assets, excluding the Excluded Assets and Excluded Liabilities.

“WCBU Major Facilities and Pipelines” means the facilities, plants, machinery, equipment and pipelines and other tangible depreciable property and assets identified or described in Schedule 1.1(ooooooooo) .

“WCBU Miscellaneous Interests” means all of the right, title, interest and estate of the Vendors in and to all property, assets and rights, whether contingent or absolute, legal or beneficial, present or future, vested or not pertaining to the WCBU Petroleum and Natural Gas Rights, the WCBU Lands, and the WCBU Tangibles (other than the WCBU Petroleum and Natural Gas Rights, the WCBU Lands, the WCBU Tangibles, the Excluded Assets and Excluded Liabilities), to which the Vendors are entitled, including the following property, rights and assets:

(i)

all contracts, agreements, books, records, files (including well and land files), interpretative maps, documents and other information to the extent that they relate to the WCBU Petroleum and Natural Gas Rights, the WCBU Lands, the WCBU Tangibles or items listed in items (vi) or (vii) of this definition or any rights in relation thereto, including the WCBU Title and Operating Documents, any rights of the Vendors in relation thereto, and all legal opinions in relation to Assumed Claims (if any), the freedom to operate the WCBU Assets, third party environmental assessments relating to the Whitemap Area, equipment maintenance logs and records, surveys, warranties, operating manuals, plans and specifications in respect of the WCBU Tangibles, including all drawings, facility flow diagrams, electronic versions of land data but excluding any privileged information (except in respect of the Assumed Claims or the freedom to operate the WCBU Assets), business assessment, analyses, reserve analyses conducted for the purpose of the Transaction, and any information subject to Third Party restrictions against disclosure or assignment until such time as a waiver or consent is provided by such Third Party;

(ii)

all camps and camp sites, sumps and sump systems, flare pits, garbage pits and dumps, storage yards, warehouses and sites located within the Whitemap Area or servicing any WCBU Petroleum and Natural Gas Rights, any WCBU ▇▇▇▇▇ or any WCBU Tangibles (other than as adjusted for in Clause 4.1);

(iii)

all roads and bridges located in the Whitemap Area or which otherwise exclusively gives access to the Whitemap Area, any WCBU Lands, any WCBU Tangibles, or any WCBU ▇▇▇▇▇;

(iv)

all production, engineering, core and third party well sample analyses, and other data relating directly to the WCBU Petroleum and Natural Gas Rights, the WCBU Lands, WCBU ▇▇▇▇▇, and the WCBU Tangibles which Vendors either have in their custody or control or to which the Vendors have access;

(v)

policies, manuals and other proprietary, confidential business and technical information, interpretations, evaluations, forecasts, analysis, calculations and similar items to the extent relating to the WCBU Assets and not used elsewhere;

(vi)

technology, know-how, procedures, combinations of steps and process and apparatus designs and templates, data reports, studies, specifications and drawings in respect of research, geological reservoir, injection, production, monitoring, product, product treating, equipment maintenance, computer software, computer networks, controlled computer programs and related software or other technology systems, including the source codes thereof, documents and inventions, in each case, owned by or licensed to any of the Vendors or held by the Vendors to the extent related to the WCBU Assets and not used elsewhere, including any legal opinions prepared by or for the benefit of Vendors in respect of the foregoing regarding the freedom to operate;

(vii)

all Seismic Data;

(viii)

the WCBU Licences and WCBU Surface Interests; and

(ix)

the WCBU ▇▇▇▇▇, including the wellbores and down-hole casings;

excluding the Excluded Assets and Excluded Liabilities.

“WCBU Operating Statements” means the audited Statements of Revenue, Royalties and Production Costs of the Western Canadian Conventional Assets of the Vendors for the years ended December 31, 2016 and 2015, as set forth in the Data Room Information.

“WCBU Petroleum and Natural Gas Rights” means all of the right, title, estate and interest, whether absolute or contingent, legal or beneficial, present or future, vested or not, and whether or not an “interest in land”, held by the Vendors in or to any of the following, by whatever name the same are known:

(i)

rights to explore for, drill for, extract, win, produce, take, save or market Petroleum Substances from the WCBU Lands and the Whitemap Area;

(ii)

rights to a share of the production of Petroleum Substances from the WCBU Lands and the Whitemap Area;

(iii)

rights to a share of the proceeds of, or to receive payment calculated by reference to, the quantity or value of the production of Petroleum Substances from the WCBU Lands and the Whitemap Area;

(iv)

the interests set forth in Parts 1 – 5 of the WCBU Land Schedule in and to and in respect of the WCBU Leases, WCBU Lands, and the Whitemap Area; and

(v)

rights to acquire any of the rights or interests described in items (i) to (iv) of this definition; and

including all interests and rights known as working interests, Fee Simple Lands, leasehold interests, royalty interests, overriding royalty interests, gross overriding royalty interests, production payments, profits interests, net profit interests, revenue interests, net revenue interests or economic interests and including fractional or undivided interests in any of the foregoing, but excluding the Excluded Assets and Excluded Liabilities.

“WCBU Surface Interests” means all right, title, interest and estate of the Vendors to enter upon, use, occupy and enjoy the surface of lands located within the Whitemap Area, including the surface of the WCBU Lands, and any lands upon which the WCBU ▇▇▇▇▇ or the WCBU Tangibles are located and any lands used to gain access thereto, in each case, for purposes related to the use or ownership of the WCBU Petroleum and Natural Gas Rights, the WCBU Tangibles or the WCBU ▇▇▇▇▇ or Operations, whether the same are held by right of way or otherwise but excluding any such rights that pertain exclusively to the Excluded Assets or Excluded Liabilities.

“WCBU Tangibles” means, collectively, all right, title, interest and estate of the Vendors, whether absolute or contingent, legal or beneficial, present or future, vested or not, in and to:

(i)

the WCBU Major Facilities and Pipelines;

(ii)

Tangible Property (other than the WCBU Major Facilities and Pipelines), that is located within the Whitemap Area or to the extent used or exclusively related to the WCBU Major Facilities and Pipelines, including those currently or previously: (A) used, useful, or intended for use, in producing Petroleum Substances from the WCBU Lands or from the WCBU ▇▇▇▇▇, or (B) used, useful or intended for use, in producing, gathering, compressing, dehydrating, scrubbing, processing, treating, injecting, disposal, separating, extracting, collecting, refrigerating, measuring, storing, removal, transporting or shipping such Petroleum Substances;

(iii)

motor vehicles, all-terrain vehicles, snowmobiles and trailers, communication equipment (including switches, routers, radios, modems etc.), field offices, camps, field office equipment, IT Field Equipment, computer hardware and software (including SCADA equipment) to the extent used in Operations; and

(iv)

the Leased Tangibles, to the extent assignable to Purchaser;

excluding the Excluded Assets and Excluded Liabilities.

“WCBU Title and Operating Documents” means:

(i)

all leases, subleases, certificates of title, permits and licences (including the WCBU Leases and any replacements, renewals or extensions thereof or leases or other instruments derived therefrom) pertaining to the WCBU Lands by virtue of which the holder thereof is granted certain rights with respect to Petroleum Substances within, upon or under the WCBU Lands or any lands pooled or unitized therewith or by virtue of which the holder thereof is deemed to be entitled to a share of Petroleum Substances removed from the WCBU Lands or any lands pooled or unitized therewith;

(ii)

agreements relating to the acquisition, ownership, operation or exploitation of the WCBU Petroleum and Natural Gas Rights, WCBU Tangibles or the WCBU ▇▇▇▇▇, including:

(A)

operating agreements, royalty agreements, farm-out or farm-in agreements, option agreements, participation agreements, pooling agreements, unit agreements, unit operating agreements, product allocation agreements, trust agreements (whether a Vendor is a trustee or a beneficiary), sale and purchase agreements and asset exchange agreements;

(B)

agreements pertaining to the WCBU Surface Interests;

(C)

agreements for the construction, ownership and operation of gas plants, gathering systems and other tangible depreciable property and assets;

(D)

the Product Sale, Marketing and Transportation Contracts, including such contracts contained in the folder entitled “Material Contracts” indexed at item 1.10.4 in the Data Room Information;

(E)

service agreements for the injection or subsurface disposal of other substances, the use of well bores or the operation of any WCBU Tangibles or WCBU ▇▇▇▇▇ by a Third Party; and

(F)

WCBU Licences and other approvals, authorizations or licences required under Applicable Law;

in each case excluding all such documents, agreements and instruments in respect of the Excluded Assets and Excluded Liabilities.

“WCBU Unit Interests” means all of the Vendors interest in the Units which is or are attributable to the WCBU Petroleum and Natural Gas Rights, including the Unit Interests listed in Part 6 of the WCBU Land Schedule.

“WCBU ▇▇▇▇▇” means, collectively all producing, shut-in, water source, observation, disposal, injection, abandoned, reclaimed, reclamation exempt, suspended, capped or other ▇▇▇▇▇ located within the Whitemap Area, or in, on or under the WCBU Lands, including all such ▇▇▇▇▇ which are currently or were previously used, useful or intended for use in connection with the WCBU Petroleum and Natural Gas Rights or WCBU Tangibles, excluding the Excluded Assets and Excluded Liabilities.

“Whitemap Area” means those lands comprising the geographic area outlined in blue on the map attached as Schedule 1.1(yyyyyyyyy).

“Wire Transfer Instructions” means the wire transfer instructions provided for in Schedule 1.1(zzzzzzzzz), for payment by Purchaser of amounts due hereunder.

Interpretation

In this Agreement unless the context otherwise requires:

the headings in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation or construction of this Agreement;

all documents executed and delivered pursuant to the provisions of this Agreement are subordinate to the provisions hereof and the provisions hereof shall govern and prevail in the event of a conflict;

any reference to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, and all amendments made thereto and in force as of the date hereof;

whenever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning plural or feminine, and vice versa, as the context requires;

the words “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and similar expressions refer to this Agreement and not to any particular provision of this Agreement;

reference to any Article, Clause or Schedule means an Article, Clause or Schedule of this Agreement unless otherwise specified;

if any provision of a Schedule hereto conflicts with or is at variance with any provision in the body of this Agreement, the provisions in the body of this Agreement shall prevail to the extent of the conflict;

if a derivative form of a term or expression that is already 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;

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;

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;

the word “including” shall not be exclusive, but shall mean “including, without limiting the generality of the foregoing”; and

reference to “$” or “Dollars” means lawful currency of the United States or Canada as specified in this Agreement. Adjustments computed in accordance with Article 4 shall be calculated and paid in Canadian Dollars without conversion. Amounts and thresholds specified in United States Dollars in Clause 1.1, Article 8 and Article 12 shall be converted from United States Dollars to Canadian Dollars at the Bank of Canada conversion rate for USD to Canadian Dollars at the close of business on the date of execution of this

Schedules

Interpretation if Closing Does Not Occur

Knowledge or Awareness

Except with respect to Vendors’ representations at Clauses 10.1(cc) and 10.1(dd), with respect to the Vendors, the actual knowledge or awareness, as the case may be, of each of the following, who are primarily responsible for the matters in question, namely;

▇▇▇▇ ▇▇▇▇▇▇▇▇;

▇▇▇▇ ▇▇▇▇▇;

▇▇▇▇▇ ▇▇▇▇▇▇;

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇;

with respect to the Purchaser, the actual knowledge or awareness, as the case may be, of each of the following, who are primarily responsible for the matters in question, namely:

Chief Financial Officer;

Controller;

Executive Vice-President, Upstream Oil and Gas;

Executive Vice-President, Oil Sands Development; and

Executive Vice-President, Oil Sands Manufacturing

Purchase and Sale

Subject to the terms and conditions of this Agreement, the Vendors hereby agree to sell, assign, transfer, convey and set over to the Purchaser, and the Purchaser agrees to purchase and accept the Partnership Interest and WCBU Assets, from the Vendors at and for the Purchase Price specified in Clause 3.1.

Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to grant the Seismic Licence to the Vendors at Closing, and the Vendors agree to accept the Seismic Licence from the Purchaser at Closing, on and subject to the terms of the Seismic Licence.

Transfer of Partnership Interest and WCBU Assets

title to and beneficial ownership, risk and possession of the Partnership Interest and WCBU Assets shall transfer from the Vendors to the Purchaser at the Closing Time; and

on and after the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall be bound by, observe and perform as they become due all obligations and liabilities in respect of the Partnership Interest and WCBU Assets, including the payment of royalties and the performance of obligations under the WCBU Title and Operating Documents, and as required in respect of the FCCL Partnership Assets.

Vendor Representation and Authorization

Each Vendor by its execution and delivery of this Agreement hereby irrevocably appoints CPCRC as its agent and representative to conclude the Transaction and, for such purpose:

to receive payment of that Vendor’s share of the Purchase Price and any other payments to be made by the Purchaser hereunder;

to receive and provide notices under this Agreement on its behalf;

to provide any statements of adjustment provided for in this Agreement and resolve any issues concerning adjustments pursuant to Article 4; and

to resolve any disputes under Article 15 and issues concerning Title Defects and Environmental Defects pursuant to this Agreement.

Notwithstanding Clause 2.3(a), the Parties acknowledge and agree that the Share Consideration, if issued to CPCRC pursuant to Clause 3.3(b), shall be issued to CPCRC in its own right and not as agent pursuant to Clause 2.3, and further acknowledge and agree that if the Share Consideration is issued to an Affiliate Nominee pursuant to Clause 3.3(b), that the Share Consideration shall be issued to the Affiliate Nominee by direction of CPCRC acting in its own right and not as agent pursuant to Clause 2.3. The Purchaser agrees to make all payments in respect of the Base Cash Price and adjustments to the Purchase Price to CPCRC on behalf of the Vendors, and to COPCO as directed by CPCRC, in the manner provided pursuant to Clause 3.3(a).

Any Claim against the Vendors under this Agreement shall, in the first instance, as between the Purchaser and the Vendors, be brought by the Purchaser against CPCRC as their agent and representative hereunder; CPCRC and COPCO shall be jointly and severally liable with all Vendors to the Purchaser for all obligations of each Vendor arising from this Agreement; and the Purchaser shall not be required to look to the Vendors or COPCO (apart from CPCRC) for monetary contribution to such Claim provided that the Purchaser may pursue any other remedy to which it is entitled hereunder if CPCRC does not fully satisfy any Claim for which it is liable on a timely basis. As among the Vendors, any such claim shall be allocated as provided for in Clause 12.7.

This Clause 2.3 is provided for the purpose and with the intent that it may be relied upon by the Purchaser and that the Purchaser shall not be required to make inquiry or be affected by any disagreement or arrangement between the Vendors concerning the completion of this Agreement, and, to the extent there is a Claim by any Vendor or any of its Affiliate against CPCRC or any one or more other the Vendors as contemplated in Clause 2.3(e) or otherwise, the Vendors agree that any such Claim shall be subordinate and postponed in favour of any Claim by the Purchaser against any one or more other the Vendors.

Subject to Clause 2.3(d), nothing herein shall, as among the Vendors, prejudice or prevent any Vendor from bringing or pursuing any Claim against CPCRC or any one or more other the Vendors concerning the allocation among the Vendors of benefits or obligations arising from this Agreement.

Quarterly Contingent Payment

Licenced Technology

Purchase Price

Ten Billion, Five Hundred and Sixty Seven Million, Seventy Thousand, Nine Hundred and Sixty-Six US Dollars (US 10,567,070,966) (the “Base Cash Price”);

plus the Share Consideration (together with the Base Cash Price, is collectively the “Base Purchase Price”);

plus or minus, as applicable, the aggregate of the adjustments calculated and payable in accordance with Clause 4.1

Deposit and Remedies

Upon execution and delivery of this Agreement, the Purchaser shall pay to CPCRC on behalf of the Vendors a deposit in an amount equal to One Hundred and Twenty-Nine Million Five Hundred Thousand US Dollars (USD $129,500,000) (by wire transfer in immediately available US Dollars (the “Deposit”) to the account referenced in the Wire Transfer Instructions for payment of the Deposit.

In the event that Closing occurs in accordance with the terms and conditions of this Agreement, the Vendors will retain and credit the Deposit against the Purchase Price in partial satisfaction of the Purchaser’s obligation to pay the Closing Payment at Closing.

In the event that Closing does not occur:

due to Vendors’ exercise of its rights under:

Clause 5.2(a), 5.2(b), 5.2(c) or 5.2(d) arising from the failure of the conditions to close under any of those clauses; or

Clause 5.2(e) arising from the failure of the Purchaser to accept conditions imposed by the Commissioner under the Competition Act Approval to the extent that Purchaser’s compliance with such conditions will not result in an adverse impact that is material to its business;

for any reason other than as set forth in Clause 3.2(c)(i):

upon termination of this Agreement, the Vendors shall refund the Deposit to the Purchaser within five (5) Business Days of such termination, and without limitation to the Purchaser’s rights as set forth in Clause 13.2; and

if Closing does not occur as a result of a breach by the Vendors of their covenants hereunder or a breach of their representations and warranties, in either case, in circumstances which are conditions precedent to Purchaser’s obligations to Close as set forth in Clauses 5.3(a) or 5.3(b), Purchaser shall be entitled to pursue its rights and remedies at law or in equity, including to specific performance, but subject to Clause 12.5(e).

Satisfaction of Purchase Price

At Closing, the Purchaser shall pay to CPCRC, as agent for all Vendors, and by direction of CPCRC, to COPCO:

the Base Cash Price less the Deposit in US Dollars by electronic wire transfer to the account of COPCO specified for receipt of such amount in the Wire Transfer Instructions;

the adjustments provided in Clause 4.1 computed in accordance with Article 4 paid in Canadian Dollars as set forth in the Interim Statement of Accounting and Adjustment, and the amount of any taxes (including GST/PST) and other amounts payable under Clause 3.4 by electronic wire transfer to the account of CPCRC specified for receipt of such amount in the Wire Transfer Instructions;

At Closing, the Purchaser shall issue, or shall cause to be issued by its transfer agent, the Share Consideration to CPCRC or its Affiliate nominee (the “Affiliate Nominee”). CPCRC shall notify the Purchaser no later than two (2) Business Days prior to Closing whether the Share Consideration shall be issued to CPCRC or the Affiliate Nominee, and if the latter, the name of the Affiliate Nominee.

The adjustments provided in Clause 4.1, including as set forth in the Final Statement of Accounting and Adjustment, and the amount of any taxes (including GST/PST) shall be paid in Canadian Dollars by Purchaser via electronic wire transfer to the account of CPCRC specified for receipt of such amount in the Wire Transfer Instructions.

Taxes, Fees and Other Payments

At Closing, the Purchaser shall make a joint election pursuant to section 167(1) of the Excise Tax Act with each Vendor in respect of the purchase of that Vendor’s portion of the WCBU Assets pursuant to this Agreement, the effect of which shall be that the Vendors shall have no obligation to collect and remit GST in respect of those sales. Each Party will execute the relevant GST forms for Closing, describing those sales in sufficient detail to effect those elections and Purchaser will file such elections with the relevant Governmental Authority within the prescribed filing period. The Purchaser will provide the Vendors with such supporting documentation as the Vendors may reasonably request in order to confirm that such elections have been made and properly filed. The Purchaser will indemnify the Vendors for the Vendors’ Losses and Liabilities pertaining to any failure of the Purchaser to file those elections or any failure in acceptance by applicable Governmental Authorities of those elections, provided that Vendor shall be responsible for      percent     %) of any penalties and interest resulting from any failure by the applicable Governmental Authority to accept such joint election. [REDACTED - Liability Amount. Commercially Sensitive Information]

If a Vendor is required to collect from the Purchaser any other tax, fee or charge under Applicable Laws in connection with the Purchaser acquiring the WCBU Assets and Partnership Interest pursuant hereto, the Purchaser shall pay the amount of those taxes, fees or charges to the Vendor, and the Vendor shall remit those amounts in the manner required by Applicable Laws. If the amount of any such tax, fee or charge is adjusted

as a result of any audit or determination by any Governmental Authority, any increase or decrease and any related penalties and interest paid or received shall be paid by or received by the Purchaser, provided that (i) Vendor and not Purchaser shall be liable for any interest or penalties if Purchaser has timely paid the amount of such tax, fee or charge as invoiced by Vendors; and (ii) the Parties shall work together to minimize the net amount of any such taxes, penalties and interest.

The Parties confirm that the Vendors shall report all revenue and expenses relating to the WCBU Assets prior to the Closing Date and shall be responsible for any Income Taxes relating thereto, and the Purchaser shall report all taxable income or loss allocated by the FCCL Partnership in respect of the Partnership Interest for the fiscal year of the Partnership commencing January 1, 2017 in accordance with the amendment to the FCCL Partnership Agreement specified in Clauses 5.4(p) and 5.5(s) shall be responsible for any Income Taxes relating thereto.

The Purchaser shall be liable for the payment and remittance of any additional amount of GST/PST payable in respect of the purchase of the WCBU Assets and Partnership Interest pursuant hereto, and the GST payable for which the Purchaser is required to self-assess pursuant to section 228(4) of the Excise Tax Act, including any interest, penalties, or any other costs payable in respect of such additional GST/PST, and self-assessed GST, and shall indemnify and save harmless each Vendor in respect thereof, provided that Purchaser shall not be liable for any interest or penalties unless it has failed to timely pay the amount of such additional GST/PST invoiced by Vendors. The GST/PST Registration Numbers of the Vendors and the Purchaser are as set forth in the table attached as Schedule 3.4(d).

The Purchaser shall also be liable for and shall pay any and all land transfer taxes, and all other taxes, duties or other similar charges properly payable upon and in connection with the conveyance and transfer of the WCBU Assets or Partnership Interest by the Vendors to the Purchaser, including pursuant to Clause 11.1(c), and the Purchaser shall be responsible for all recording charges and registration fees payable in connection therewith.

If the Vendors retain the Deposit in accordance with Clause 3.2(c)(i), such amount shall be inclusive of GST in accordance with section 182 of the Excise Tax Act.

The Vendor shall provide to the Purchaser a completed Standard Calculation Worksheet for each Non- Transferring Employee for Purchaser’s review of the Severance Costs at least five (5) Business Days prior to any severance offer being delivered by Vendor to a Non-Transferring Employee. For purposes of this Clause 3.4(g), “completed” shall mean a Standard Calculation Worksheet populated to include all required data in respect of each Non-Transferring Employee, without modification or adjustment to the methodology expressly set out in the Standard Calculation Worksheet and excluding any discretionary factors.

Purchaser shall pay to CPCRC, as reimbursement of amounts paid by Vendor to Non-Transferring Employees, in accordance with Clause 16.3(d),          percent (    %) [REDACTED - Liability Amount. Commercially Sensitive Information] of the Severance Costs in connection with the termination of employment of any Non-Transferring Employees. Such amounts owing by Purchaser to Vendor related to Severance Costs shall be settled following Closing as an adjustment in accordance with Clause 4.2(b).

Prior to making any severance offer to a Non-Transferring Employee that deviates from the Severance Costs, Vendor shall provide to Purchaser a revised severance offer calculation for consideration by the Purchaser. Purchaser shall provide a written response to Vendor confirming its position on any revised severance offer, and if Purchaser is in agreement, Purchaser shall reimburse Vendor for          percent (    %) [REDACTED - Liability Amount. Commercially Sensitive Information] of the revised amount agreed upon by the Purchaser, as an adjustment in accordance with Clause 4.2(b).

At Closing, the Purchaser shall cause FCCL Partnership to repay:

CPCRC the entire principal amount of Two Hundred and Seventeen Thousand Canadian Dollars (CAD $217,000) and all accrued and unpaid return thereon, owing by FCCL Partnership to CPCRC calculated in accordance with clause 6 of the Promissory Instrument effective June 8, 2007,

whereupon such promissory instrument shall terminate without any further rights or obligations of either FCCL Partnership or CPCRC; and

Cenovus FCCL Ltd. the entire principal amount of Two Hundred and Seventeen Thousand Canadian Dollars (CAD $217,000) and all accrued and unpaid return thereon, owing by FCCL Partnership to Cenovus FCCL Ltd. calculated in accordance with clause 6 of the Promissory Instrument effective June 8, 2007, whereupon such promissory instrument shall terminate without any further rights or obligations of either FCCL Partnership or Cenovus FCCL Ltd.

Assumption of Embedded and Other Obligations

the Purchaser shall assume conduct, carriage and financial responsibility for the Assumed Claims;

the Purchaser shall not have liability for the Excluded Liabilities; and

past, present and future WCBU Environmental Liabilities assumed by the Purchaser hereunder are a future cost embedded in the WCBU Assets that is so associated or physically connected with the WCBU Assets that, while having been taken into account in establishing the value of the WCBU Assets and the Purchase Price, cannot be separated from the ownership rights in the WCBU Assets and moreover, that such obligations are not capable of quantification as of the Effective Date and depend upon numerous facts that are not within the control of the Parties. For greater certainty, neither the existence nor the amount of any accounting reserve for asset reclamation obligations or similar matters in the financial statements or accounting records of the Parties has been of any relevance to the Parties in determining the value of the WCBU Assets.

Purchase Price Adjustments

In this Clause 4.1, the following terms shall have the following meanings:

“Adjustment Period” means the period commencing at the Effective Time and ending at the Closing Time.

“CPCRC’s Share of the FCCL Partnership” means fifty percent (50%), being the proportion of the FCCL Partnership units held by CPCRC.

“FCCL Partnership Working Capital” means, in respect of FCCL Partnership, the following amounts, being amounts as set forth in the audited balance sheet of the FCCL Partnership as at December 31, 2016:

current assets, being CAD $1,598,108,924; minus

current liabilities, being CAD $405,946,152;

“WCBU Income Tax Adjustment” means              percent     %) [REDACTED –Percentage of Tax Adjustment. Commercially Sensitive Information] of the amount that the revenues apportioned to or borne by the Purchaser after the Effective Time in accordance with Clauses 4.1(b)(ii), (b)(iii), (b)(iv) exceed the costs apportioned to or borne by the Purchaser in accordance with Clause 4.1(b)(ii), (b)(iii), (b)(iv) and (b)(viii), calculated without taking into account capital costs.

All costs and revenues of any kind and nature accruing, payable, paid, received or receivable in respect of the WCBU Assets, including rentals, freehold mineral taxes, maintenance, development and capital costs,

except as otherwise provided in this Clause 4.1, costs and revenues shall accrue in accordance with GAAP;

all such costs and revenues accruing up to the Effective Time shall be for the Vendors’ account and all those accruing after the Effective Time shall be for the Purchaser’s account;

all costs of whatever nature pertaining to work performed or goods or services provided with respect to the WCBU Assets prior to the Effective Time shall be borne by the Vendors, notwithstanding that such costs may be payable in whole or in part after the Effective Time and all costs of whatever nature pertaining to work performed or goods or services provided with respect to the WCBU Assets after the Effective Time shall be borne by the Purchaser;

all rentals, property taxes, freehold mineral taxes, cash advances, Thirteenth Month Adjustments, and other periodic payments (other than income taxes) shall be apportioned between the Vendors and the Purchaser on a per diem basis as of the Effective Time;

revenues from the sale of Petroleum Substances that were produced from or allocated to the WCBU Assets and that were at or beyond the wellhead or other first point of measurement as of the Effective Time do not comprise part of the WCBU Assets and shall remain the property of and be for the benefit and account of Vendors;

all overhead recoveries, operator’s fees and similar amounts provided for in the WCBU Title and Operating Documents and received or receivable by Vendors as operator of any WCBU Assets and relating to the Adjustment Period shall be for Vendors’ sole benefit and account, with such amounts received or receivable in respect of the month in which Closing occurs apportioned between Vendor and Purchaser on a per diem basis as of the Closing Date;

surplus items such as tubing, casing, equipment or other inventory stored on the WCBU Lands and which are not charged to a joint account with respect to the WCBU Lands, or which are owned entirely by the Vendors but are not related to current production from the WCBU Lands, do not comprise part of the WCBU Assets and shall be removed by the Vendors as soon as practicable, but in any event, on or prior to Closing; and

in addition to the amounts adjusted for in paragraph (vi), the Vendors shall be entitled to an adjustment or recovery in respect of Vendors’ monthly general and administrative services and matters referenced in the folder indexed at item 1.5.40 in the Data Room Information for the Adjustment Period in the aggregate amount of                                              Canadian dollars (CAD $            ) [REDACTED - Threshold Dollar Amount of Adjustment] per month, prorated for any portion thereof during the Adjustment Period. Such adjustment and recovery shall be full and final satisfaction of any and all amounts owing to Vendors and their Affiliates for such internal, indirect, overhead, general and administrative and similar costs in respect of the Adjustment Period; and

recoveries in respect of a Claim by Vendors against                          for Losses and Liabilities arising out of a                                                           [REDACTED - Reference to a Third Party Claim. Legally/Commercially Sensitive Information] whether received by Vendors before or after the Closing Date or by Purchasers after the Closing Date shall be allocated to Vendors for costs incurred prior to the Closing Date and shall be allocated to Purchaser for costs incurred after the Closing Date.

In respect of the Partnership Interest, the Purchase Price shall be increased or decreased by the following amounts:

increased by the aggregate of the following amounts:

the FCCL Partnership Working Capital multiplied by CPCRC’s Share of the FCCL Partnership;

the amount of any contributions made to the FCCL Partnership by CPCRC during the Adjustment Period; and

decreased by the amount of any distributions made by FCCL partnership to CPCRC during the Adjustment Period, which for clarity does not include the amounts provided for in Clause 3.4(g).

In respect of the WCBU Assets, the Purchase Price shall be:

adjusted by the net amount of the revenues and costs apportioned to or borne by the Purchaser after the Effective Time in accordance with Clause 4.1(b)(ii), (b)(iii), (b)(iv);

increased by the internal overhead recovery allocable to the WCBU Assets in accordance with Clause 4.1(b)(viii);

adjusted by the WCBU Income Tax Adjustment;

decreased by the Title Defect Value for all Uncured Title Defects, Environmental Defect Value for all Uncured Environmental Defects and/or Claimed Amounts for all Uncured Defects and Claims, calculated and subject to Clauses 8.4(b)(ii)(B)(2), 8.5(b)(ii)(B)(2), 8.6(e)(ii)(B) and 15.2(b); and

decreased by the Allocated ROFR Value for all Exercised Assets plus or minus, as applicable, any adjustments in respect of the Exercised Assets calculated in accordance with this Clause 4.1.

Except for the WCBU Income Tax Adjustment, no adjustments shall be made on account of any taxes calculated by reference to or assessed based on income, net revenue or capital that are payable by Vendor or Purchaser.

In respect of Severance Costs, Purchaser shall reimburse Vendors for that portion of the Severance Costs payable by Purchaser pursuant to Clause 3.4(h) and 3.4(i) in accordance with Clause 4.2(b).

No item of revenue, benefit, cost, expenditure, obligation, defect or claim shall be taken into account more than once in calculating the adjustments hereunder.

Notwithstanding anything else in this Clause 4.1 but subject to Clause 4.2(e), the Vendors shall not be required to provide a credit at Closing for any revenue, proceeds and other benefits accruing to the Purchaser on and after the Effective Time but not actually received by the Vendors at least five (5) Business Days prior to the Closing Date, nor include in the ISOA, any amount for expenses incurred after the Effective Time but not yet paid by the Vendors at least five (5) Business Days prior to Closing Date.

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

All adjustments to be made pursuant to this Clause 4.1 shall be calculated in Canadian Dollars.

Statement of Adjustments

The Vendors shall carry out an interim accounting and adjustment and prepare and deliver to the Purchaser at least five (5) Business Days prior to the Closing Date a statement setting forth the Vendors’ good faith estimate of all adjustments to be made pursuant to this Transaction (the “Interim Statement of Accounting and Adjustment” or “ISOA”). The Purchaser shall pay the Closing Payment to CPCRC based on the calculation specified therefor in the ISOA.

The Vendors shall carry out a final accounting and adjustment and prepare and deliver to the Purchaser a statement setting forth all adjustments to be made pursuant to this Transaction no later than December 31, 2017, unless extended by the mutual agreement of the Parties, which in any event shall be not later than two hundred and forty days (240) days following the Closing Date (the “Final Statement of Accounting and Adjustment” or “FSOA”). The Final Statement of Accounting and Adjustment shall include the portion of Severance Costs payable by Purchaser pursuant to Clause 3.4(h) and 3.4(i).

The Vendors shall not be obligated to make any further adjustments after the FSOA is finalized, evidenced by the Parties signing an FSOA which clearly states that it is the final statement of all adjustments and by payment made pursuant thereto, unless the individual adjustment arises from:

an audit conducted pursuant to Clause 4.2(f);

a specific request in writing is made by a Party within twelve (12) months following the Purchaser’s receipt of the FSOA identifying in reasonable detail an adjustment required by this Agreement; or

a statement relating to a Thirteenth Month Adjustment, written notice of which is delivered to the Vendors within twenty-six (26) months following the end of the calendar year in which the Closing Date occurs; or

an audit initiated by a Third Party having the right to conduct such an audit (other than the Crown), written notice of which is delivered to the Vendors within twenty-six (26) months following the end of the calendar year in which the Closing Date occurs; or

a statement from the Crown relating to a Crown gas royalty invoice, written notice of which is delivered to the Vendors within twenty-six (26) months following the end of the calendar year in which the Closing Date occurs; or

an audit initiated by the Crown, written notice of which is delivered to the Vendors within forty- eight (48) months from the end of the calendar year in which the Closing Date occurs;

All adjustments shall be settled by the prompt payment by any Party obliged to make payment pursuant to this Agreement. Interest at the Default Rate shall be paid on any adjustment which remains unpaid by one Party to the other Party thirty (30) days after receipt of the notice that adjustment is to be paid from such thirtieth day to the date of payment.

Following Closing, and until the FSOA is prepared and delivered in accordance with Clause 4.2(b), in respect of the WCBU Assets, the Parties shall make such payments (in Canadian Dollars) as are necessary to settle, on a reasonably practicable basis, and not less frequently than monthly, all adjustments calculated in accordance with Clause 4.1(d) to the extent not accounted for in the ISOA, as a result of this Clause 4.2(e), or in the FSOA.

The Purchaser shall have the right at any time during the twelve (12) months following the Purchaser’s receipt of the FSOA, upon thirty (30) days’ prior written notice to the Vendors, during the Vendors’ normal business hours and at the Purchaser’s sole cost, to examine, copy and audit the accounting and financial books, records and accounts of the Vendors relating to the WCBU Assets for the purpose of effecting adjustments pursuant to and within the time provided for in this Clause 4.2. CPCRC shall have the right at any time during the twelve (12) months following the Purchaser’s receipt of the FSOA, upon thirty (30) days’ prior written notice to the Purchaser, during the Purchaser’s normal business hours and at CPCRC’s sole cost, to examine, copy and audit the accounting and financial books, records and accounts of the Purchaser relating to the FCCL

Nothing in this Agreement shall restrict or otherwise interfere with the audit rights which the Parties may have under any WCBU Title and Operating Documents or the FCCL Partnership Agreement for the period prior to the Effective Time, it being the intention of the Parties that any adjustments occurring as a result of the exercise of such audit rights by the Parties shall be for the account of the Party entitled to the benefit of, or responsibility for the liability resulting from the exercise of such audit rights under the WCBU Title and Operating Documents or the FCCL Partnership Agreement, as of the Effective Date as the context requires. For the purposes hereof, the expression “audit rights” shall include the right to initiate an audit or to participate in or receive the benefits from such an audit.

Time and Place of Closing and Efforts to Fulfill Closing Conditions

Vendors’ Closing Conditions

Representations and Warranties True: all representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all respects (without regard to any materiality qualifier) as of the date hereof and on the Closing Date except to the extent given in respect of a particular date, in which case such representation and warranty need only be true as of such date, and except to the extent any untruth or inaccuracy in the aggregate does not create a Material Adverse Effect;

Covenants Performed: the Purchaser shall have performed and satisfied all obligations required by this Agreement to be performed and satisfied by the Purchaser on or prior to the Closing Date, including with respect to the Closing deliveries required of the Purchaser in accordance with Clause 5.5, except to the extent any failure to perform or satisfy such obligations does not in the aggregate, create a Material Adverse Effect;

Payment: the Purchaser shall have tendered the Closing Payment to the Vendors in the manner provided in Clause 3.3;

Share Consideration: the Purchaser shall have produced an electronic book-based entry in CDS representing the Share Consideration issued to CPCRC or its Affiliate Nominee; and

Required Approvals:

the Competition Act Approval shall have been obtained on terms that are satisfactory to the Purchaser, acting reasonably, provided that it will be reasonable for Purchaser not to accept terms that will result in an adverse impact that is material to the business of the Purchaser;

the HSR Approval shall have been obtained;

the CTA Approval shall have been obtained; and

conditional approval from the TSX and NYSE to the listing of the Share Consideration shall have been obtained.

Purchaser’s Closing Conditions

Representations and Warranties True: all representations and warranties of the Vendors contained in this Agreement shall be true and correct in all respects (without regard to any materiality qualifiers) as of the date hereof and on the Closing Date, except to the extent any representation or warranty is given as of a specified date, in which case it need only be true as of that date, except to the extent any untruth or inaccuracy in the aggregate does not create a Material Adverse Effect;

Covenants Performed: the Vendors shall have performed and satisfied all obligations required by this Agreement to be performed and satisfied by the Vendors on or prior to the Closing Date, including the Closing deliveries specified in Clause 5.4 and the Vendors’ obligations in Clause 6.10 to be satisfied at or prior to the Closing Date, except to the extent any failure to perform or satisfy such obligations does not create a Material Adverse Effect;

No Partnership Material Adverse Effect: since the date of this Agreement, there have not been any changes, effects, events or occurrences that have had or would reasonably be expected to have, individually or in the aggregate a Partnership Material Adverse Effect of greater than fifteen percent (15%) of the Base Purchase Price on the value, ownership or operation of the FCCL Partnership Assets (as owned and operated as of the Effective Time).

Required Approvals:

the Competition Act Approval shall have been obtained on terms that are satisfactory to the Purchaser, acting reasonably, provided that it will be reasonable for Purchaser not to accept terms that will result in an adverse impact that is material to the business of the Purchaser;

the HSR Approval shall have been obtained;

the CTA Approval shall have been obtained; and

conditional approval from the TSX and NYSE to the listing of the Share Consideration shall have been obtained.

Closing Deliveries by Vendor

a certificate given by an officer of each of the Vendors certifying the truth and accuracy of its respective representations and warranties and performance of its respective obligations substantially in the form attached as Schedule 5.4(a);

forms GST44 Election Concerning the Acquisition of a Business or Part of a Business duly executed by each of the Vendors pursuant to Clause 3.4(a);

duly executed General Conveyance for transfer of the WCBU Assets, signed by the applicable Vendors;

duly executed Partnership Unit Transfer and Partnership Agreement Novation Agreement, signed by CPCRC;

duly executed                  ROFR Agreement, signed by the Vendors; [REDACTED – Excluded Asset Specific Information]

duly executed Investor Agreement, signed by CPCRC or its Affiliate Nominee, as applicable;

duly executed Non-Compete Agreement, signed by the Vendors;

duly executed Registration Rights Agreement, signed by CPCRC or its Affiliate Nominee, as applicable;

subject to Clause 6.7, the duly executed Technical Services Agreement, signed by CPCRC,

duly executed Seismic Licence, signed by the Vendors;

subject to Clause 6.7, the duly executed Transition Services Agreement signed by CPCRC;

duly executed Contingent Payment Agreement, signed by CPCRC;

duly executed trust agreements in respect of any interests in Pipeline Records to be held in trust by the Vendors for the Purchaser available for execution at Closing in accordance with Clause 11.3, all signed by the applicable Vendors;

all Conveyance Documents available for execution at Closing pursuant to Clause 11.1(a) duly executed by the applicable Vendors;

those Security Interest discharges, if any, contemplated by paragraph (xiii) of the definition of Permitted Encumbrances;

duly executed amendment to Section 13.1 of the FCCL Partnership Agreement, signed by CPCRC in form and substance mutually agreeable to CPCRC and the Purchaser, each acting reasonably, providing for no allocation of taxable income or loss of the FCCL Partnership to CPCRC for fiscal periods of the FCCL Partnership ending after December 31, 2016;

duly executed resignations of CPCRC representatives on the FCCL Management Committee and Subcommittees, together with mutual releases of these representatives and FCCL Partnership, in the form attached as Schedule 5.4(q);

duly executed agreements, signed by CPCRC, terminating the FCCL Guarantees and the Area of Mutual Interest Agreement dated January 2, 2007 originally between                                                   and CPCRC, in a form acceptable to the Parties, acting reasonably; and [REDACTED – Relates to historical ownership of units in FCCL Partnership]

any and all other documents that are required to be delivered by the Vendors to the Purchaser pursuant hereto, provided that, for any documents required to be delivered by the Vendors to the Purchaser in respect of the WCBU Miscellaneous Interests:

where a document pertains exclusively to the WCBU Assets, then Vendors shall provide the original of such document to the Purchaser without retaining a copy; and

where a document does not pertain exclusively to the WCBU Assets, then the Vendors shall be obligated to provide only a copy of such document to the Purchaser and shall be entitled to retain the original, or a copy, as the case may be, for themselves.

Closing Deliveries of the Purchaser

payment of the Closing Payment in immediately available funds by wire transfer in accordance with the settlement instructions provided in writing by CPCRC (on behalf of the Vendors) to the Purchaser in accordance with Clause 3.3;

the confirmation of a book-based entry in CDS representing the Share Consideration issued in the name of CPCRC;

the executed Legal Opinion by one or more external legal counsel to the Purchaser, it being understood that legal counsel for the Purchaser may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Purchaser and public officials, and that the opinions of such legal counsel to the Purchaser may be subject to customary assumptions and qualifications;

a certificate given by an officer of the Purchaser certifying the truth and accuracy of its respective representations and warranties and performance of its respective obligations, substantially in the form attached as Schedule 5.5(d);

duly executed General Conveyance for transfer of the WCBU Assets, signed by the Purchaser;