ENBRIDGE INC. - AND - ENBRIDGE INCOME FUND HOLDINGS INC. ARRANGEMENT AGREEMENT SEPTEMBER 17, 2018

ARTICLE 1 INTERPRETATION

1.1

Definitions

1.2

Interpretation Not Affected by Headings, etc.

1.3

Number, etc.

1.4

Date for Any Action

1.5

Entire Agreement

1.6

Currency

1.7

Accounting Matters

1.8

References to Legislation

1.9

Enforceability

1.10

Knowledge

1.11

Interpretation Not Affected by Party Drafting

1.12

Schedules

ARTICLE 2 THE ARRANGEMENT AND ENF MEETING

2.1

Plan of Arrangement

2.2

Interim Order, Final Order, etc.

2.3

Circular and ENF Meeting

2.4

Court Proceedings

2.5

ENF Board Recommendation

2.6

ENF Fairness Opinion and ENF Formal Valuation

2.7

Regulatory Matters

2.8

Closing

2.9

Effective Date

2.10

Public Communications

2.11

Resignation of Directors of ENF

2.12

Indemnities and Directors’ and Officers’ Insurance

2.13

Payment of Cash Consideration

2.14

Tax Withholdings

2.15

U.S. Securities Laws

ARTICLE 3 COVENANTS

3.1

Covenants of Enbridge

3.2

Covenants of ENF

3.3

Mutual Covenants Regarding the Arrangement

3.4

ENF’s Covenants Regarding Non-Solicitation

3.5

Access to Information

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1

Representations and Warranties of Enbridge

4.2

Representations and Warranties of ENF

4.3

Privacy Issues

ARTICLE 5 CONDITIONS PRECEDENT

5.1

Mutual Conditions Precedent

5.2

Additional Conditions to Obligations of Enbridge

5.3

Additional Conditions to Obligations of ENF

5.4

Notice and Effect of Failure to Comply with Conditions

5.5

Satisfaction of Conditions

ARTICLE 6 AGREEMENT AS TO DAMAGES

6.1

Enbridge Damages

6.2

ENF Damages

6.3

Injunctive Relief and Remedies

ARTICLE 7 AMENDMENT

7.1

Amendment

7.2

Waiver

ARTICLE 8 TERMINATION

8.1

Term

8.2

Termination

ARTICLE 9 NOTICES

9.1

Notices

ARTICLE 10 GENERAL

10.1

Assignment and Enurement

10.2

Costs

10.3

Severability

10.4

Further Assurances

10.5

Time of Essence

10.6

Governing Law

10.7

Third Party Beneficiaries

10.8

Counterparts

10.9

Survival

SCHEDULE A – PLAN OF ARRANGEMENT

SCHEDULE B – ARRANGEMENT RESOLUTION

Definitions

“ABCA” means the Business Corporations Act (Alberta);

“Acquisition Proposal” means, other than the Arrangement and the transactions contemplated by this Agreement, any written or oral offer, proposal or inquiry from any Person or group of Persons “acting jointly or in concert” (within the meaning of National Instrument 62-104, Takeover Bids and Issuer Bids) (other than Enbridge or its affiliates) which contemplates, relates to or could reasonably be expected to lead to (in either case in one transaction or a series of transactions):

any direct or indirect acquisition or purchase (or any lease, long-term supply agreement or other arrangement having the same economic effect as a purchase) of:

assets of ENF and/or one or more of the Fund Group Entities representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of ENF and the Fund Group Entities, taken as a whole; or

20% or more of the voting or equity securities of ENF (or rights or interests therein or thereto) or any voting or equity securities of any Fund Group Entity (or rights or interests therein or thereto);

any direct or indirect take-over bid, issuer bid, exchange offer, treasury issuance or similar transaction that, if consummated, would result in a Person or joint actors beneficially owning 20% or more of any class of voting or equity securities or any other equity interests (including securities convertible into or exercisable or exchangeable for equity interests) of ENF;

a plan of arrangement, merger, amalgamation, consolidation, joint venture, partnership, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction involving ENF and/or one or more of the Fund Group Entities;

any other transaction or series of transactions the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Arrangement; or

any public announcement or other public disclosure of an intention to do any of the foregoing;

“affiliate” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions;

“Agreement”, “herein”, “hereof”, “hereto”, “hereunder” and similar expressions mean and refer to this Arrangement Agreement (including the schedules hereto) as supplemented, modified or amended from time to time in accordance with its terms, and not to any particular article, section, schedule or other portion hereof;

“Applicable Canadian Securities Laws” in the context that refers to one or more Persons, means, collectively, and as the context may require, the securities legislation of each of the provinces of Canada, and all rules, regulations, instruments, notices, blanket orders and policies published and/or promulgated thereunder, as amended from time to time prior to the Effective Date, that apply to such Person or Persons or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its business, undertaking, property or securities;

“Applicable Laws” in the context that refers to one or more Persons, means any domestic or foreign, national, federal, state, provincial, municipal, regional or local law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated, or applied by a Governmental Authority, that is binding upon or applicable to such Person or Persons or its business or their business, undertaking, property or securities and, to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Authority;

“Applicable U.S. Securities Laws” in the context that refers to one or more Persons, means, collectively, and as the context may require, the federal and state securities legislation of the United States and all rules, regulations and orders promulgated

“Arrangement” means the arrangement pursuant to section 193 of the ABCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the provisions of this Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that such amendments or variations are acceptable to both ENF and Enbridge, each acting reasonably);

“Arrangement Resolution” means the special resolution approving the Arrangement to be considered by the ENF Shareholders at the ENF Meeting substantially in the form set out in Schedule B;

“Articles of Arrangement” means the articles of arrangement of ENF in respect of the Arrangement required by section 193(10) of the ABCA to be sent to the Registrar after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in form and substance satisfactory to each of the Parties, acting reasonably;

“Authorization” means with respect to any Person, any order, permit, approval, consent, waiver, licence, certificate, registration, franchise, privilege, quota, exemption or similar authorization of any Governmental Authority having jurisdiction over the Person;

“Breaching Party” has the meaning set forth in Subsection 5.4(b);

“Business Day” means any day other than Saturday, Sunday or a statutory holiday in the Province of Alberta;

“Cash Consideration” has the meaning set forth in the Plan of Arrangement;

“Circular” means the notice of the ENF Meeting and the accompanying management information circular, including all schedules, appendices and exhibits thereto, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement;

“Commissioner” means the Commissioner of Competition appointed pursuant to subsection 7(1) of the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition;

“Competition Act” means the Competition Act (Canada);

“Competition Act Approval” means, if Competition Act approval is required, the occurrence of one or more of the following:

an advance ruling certificate (an “ARC”) pursuant to section 102 of the Competition Act having been issued by the Commissioner in respect of the transactions contemplated herein; or

the Commissioner waiving the obligation to notify and supply information under Part IX of the Competition Act pursuant to subsection 113(c) of the Competition Act and confirming in writing that he has no intention to file an application under section 92 of the Competition Act (a “No-Action Letter”) in connection with the transactions contemplated by this Agreement, and such No-Action Letter remains in full force and effect; or

the Parties having notified the Commissioner under section 114 of the Competition Act and the waiting period under section 123 of the Competition Act having expired or having been terminated or waived and the Commissioner having issued a No-Action Letter in connection with the transactions contemplated by this Agreement with such No-Action Letter remaining in full force and effect;

“Confidentiality Agreement” means the common interest privilege and confidentiality agreement dated August 16, 2018 and effective May 16, 2018 among Enbridge, ENF and certain other Persons;

“Court” means the Court of Queen’s Bench of Alberta;

“CTA Act” means the Canada Transportation Act (Canada);

“CTA Act Approval” means, if CTA Act approval is required, notification of the transactions contemplated by this Agreement shall be provided to the Minister of Transport pursuant to subsection 53.1(1) of the CTA Act and the occurrence of one of the following: (i) Enbridge shall have received a notice from the Minister of Transport pursuant to subsection 53.1(4) of the CTA Act that the Minister of Transport is of the opinion that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation; or (ii) the transactions contemplated by this Agreement shall have been approved by the Governor in Council in accordance with subsection 53.2(7) of the CTA Act;

“Depositary” means such Person as may be appointed by Enbridge with the approval of ENF, acting reasonably, for the purpose of receiving deposits of certificates formerly representing ENF Shares in connection with the Arrangement;

“Disclosing Party” has the meaning set forth in Subsection 4.3(a);

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement and the Interim Order;

“Dissenting Shareholder” means a registered ENF Shareholder who has duly and validly exercised its Dissent Rights in accordance with Section 3.1 of the Plan of Arrangement, and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“DRIP” has the meaning set forth in Subsection 4.2(n);

“▇▇▇▇▇” means the Electronic Data Gathering Analysis and Retrieval System maintained by the SEC available at ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇.▇▇▇▇▇;

“Effective Date” has the meaning set forth in the Plan of Arrangement;

“Effective Time” has the meaning set forth in the Plan of Arrangement;

“Enbridge Board” means the board of directors of Enbridge;

“Enbridge Damages Event” has the meaning set forth in Section 6.1;

“Enbridge Damages Fee” has the meaning set forth in Section 6.1;

“Enbridge Financial Statements” means the audited consolidated financial statements of Enbridge as at and for the years ended December 31, 2017 and 2016, together with the notes thereto and the auditor’s report thereon, and the unaudited financial statements of Enbridge as at and for the interim period ended June 30, 2018;

“Enbridge Information” means the information in respect of Enbridge specifically provided by Enbridge to ENF for inclusion in the Circular;

“Enbridge Public Record” means all information filed by or on behalf of Enbridge with the Securities Authorities, in compliance, or intended compliance, with any Applicable Laws after January 1, 2018 and prior to the date hereof which is available for public viewing under Enbridge’s profile on ▇▇▇▇▇ or SEDAR;

“Enbridge Shareholder Rights Plan” means Enbridge’s shareholder rights plan dated as of November 9, 1995, as amended and restated effective May 1, 1996, February 24, 1999, May 3, 2002, May 5, 2005, May 7, 2008, May 11, 2011, May 7, 2014 and May 11, 2017;

“Enbridge Share Issuance Approval” means the conditional approval of each of the TSX and the NYSE for the listing of the Enbridge Shares issuable in connection with the Arrangement, subject only to customary conditions reasonably expected to be satisfied;

“Enbridge Shares” means common shares in the capital of Enbridge;

“Enbridge SRPs” has the meaning set forth in Subsection 4.1(r);

“ENF Board” means the board of directors of ENF;

“ENF Damages Event” has the meaning set forth in Section 6.2;

“ENF Damages Fee” has the meaning set forth in Section 6.2;

“ENF Financial Advisor” means Tudor, Pickering, ▇▇▇▇ & Co. Securities – Canada, ULC, financial advisor to the Special Committee of the ENF Board;

“ENF Financial Statements” means the audited consolidated financial statements of ENF as at and for the years ended December 31, 2017 and 2016, together with the notes thereto and the auditor’s report thereon and the unaudited financial statements of ENF as at and for the interim period ended June 30, 2018;

“ENF Meeting” means the special meeting of ENF Shareholders to consider, among other things, the Arrangement Resolution and related matters, and any adjournments or postponements thereof;

“ENF Public Record” means all information filed by or on behalf of ENF with the Securities Authorities, in compliance, or intended compliance, with any Applicable Laws after January 1, 2018 and prior to the date hereof which is available for public viewing under ENF’s profile on SEDAR;

“ENF Shareholder Rights Plan” means ENF’s shareholder rights plan dated as of December 17, 2010, as amended and restated effective May 5, 2014 and May 11, 2017;

“ENF Shareholders” means the holders from time to time of ENF Shares;

“ENF Shares” means common shares in the capital of ENF;

“ENF SRPs” has the meaning set forth in Subsection 4.2(n);

“Exchange Ratio” means 0.7350 of an Enbridge Share for each ENF Share;

“Exchangeable Securities” has the meaning set forth in Subsection 4.2(n);

“Final Order” means a final order of the Court in respect of the Arrangement pursuant to paragraph 193(9)(a) of the ABCA, as such order may be amended by the Court at any time prior to the Effective Date, provided that such amendment is acceptable to both ENF and Enbridge, each acting reasonably, or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal, provided that such amendment is acceptable to both ENF and Enbridge, each acting reasonably;

“Fund Group Entities” means Enbridge Income Fund, Enbridge Commercial Trust, Enbridge Income Partners GP Inc., Enbridge Income Partners LP and their respective subsidiaries, and “Fund Group Entity” means any one of them;

“Governmental Authority” means:

any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau or agency, domestic or foreign;

any subdivision, agency, agent or authority of any of the foregoing; or

any quasi-governmental or private body, including any tribunal, commission, regulatory agency, stock exchange or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing including, for greater certainty, the Securities Authorities, the TSX and the NYSE;

“IFRS” means Canadian generally accepted accounting principles for publicly accountable enterprises, being International Financial Reporting Standards as adopted by the Canadian Accounting Standards Board;

“Interim Order” means an interim order of the Court pursuant to subsection 193(4) of the ABCA in respect of the Arrangement, as such order may be affirmed, amended or modified (provided that such amendments or modifications are acceptable to both ENF and Enbridge, each acting reasonably) by the Court;

“Investment Canada Act” means the Investment Canada Act (Canada);

“Investment Canada Act Approval” means, if approval is required under the Investment Canada Act, Enbridge has been advised in writing that the Minister designated under the Investment Canada Act is satisfied, or the Minister is deemed to be satisfied, that the transactions contemplated by this Agreement are likely to be of net benefit to Canada;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third person interests or encumbrances of any kind, whether contingent or absolute, and any agreement, options, rights or privileges (whether by Applicable Law, contract or otherwise) capable of becoming any of the foregoing;

“Material Adverse Change” or “Material Adverse Effect” means, with respect to a Party, any effect, change, event, development, circumstance or occurrence that, individually or in the aggregate with such other effects, changes, events, developments, circumstances or occurrences is, or would reasonably be expected to:

be material and adverse to the current or future financial condition, business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise), or cash flows of such Party and its subsidiaries, taken as a whole, other than any effect, change, event, development, circumstance or occurrence resulting from:

any change in general economic, financial, securities, or credit market conditions or in currency exchange or commodity prices (benchmark, realized or otherwise) in Canada or elsewhere;

any change in conditions affecting the oil, natural gas (including liquefied natural gas) and natural gas liquids transportation, storage, processing, terminalling and fractionation industries or other midstream business or related industries;

any matter in respect of which there has been disclosure in writing to the other Party;

changes in Applicable Laws (including tax laws);

any changes in U.S. GAAP, with respect to Enbridge, or IFRS, with respect to ENF, or to applicable accounting regulations or principles, or in the interpretation or enforcement thereof, after the date of this Agreement;

any changes in the trading price or trading volumes of the securities of such Party;

the failure of a Party to meet any internal or published forecasts, projections or estimates of revenue or cash flow;

any acts of God, riots, terrorism, sabotage, natural disasters, epidemics, military action or war (whether or not declared), change in global, national or regional political conditions, civil unrest, or disturbances or similar event or escalation or worsening thereof;

any changes or effects arising from matters expressly permitted or contemplated by this Agreement or consented to or approved in writing by the other Party; or

the entry into, announcement, consummation or performance of, or failure to enter into or consummate, this Agreement and the transactions contemplated hereby or the Other Enbridge Transactions, including any impact on relationships, contractual or otherwise, with customers, suppliers, distributors, lenders, partners, Governmental Authorities or employees or any litigation related to the transactions contemplated by this Agreement or the Other Enbridge Transactions or actions taken or requirements imposed by any Governmental Authority in connection with this Agreement and the transactions contemplated hereby or with the Other Enbridge Transactions;

materially impair the ability of such Party to consummate the transactions contemplated by this Agreement or that would materially impair, delay or impact its ability to perform its obligations under this Agreement;

“MI 61-101” means Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions;

“Minister” means the Minister responsible for the administration of the Investment Canada Act;

“Minority ENF Shareholders” means ENF Shareholders whose votes may be counted for purposes of obtaining minority approval of the Arrangement Resolution in accordance with MI 61-101;

“misrepresentation” has the meaning set forth in the Securities Act;

“NYSE” means the New York Stock Exchange;

“Options” has the meaning set forth in Subsection 4.1(r);

“Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person;

“Other Enbridge Transactions” means any and all transactions and potential transactions entered into between Enbridge, on the one hand, and any of Spectra Energy Partners, LP, Enbridge Energy Partners, L.P. or Enbridge Energy Management, L.L.C., on the other hand, whether prior to, concurrently with or subsequent to the date of this Agreement;

“Outside Date” means March 29, 2019 or such later date as may be agreed to in writing by the Parties;

“Parties” means Enbridge and ENF; and “Party” means either one of them;

“Person” includes an individual, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Authority) or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement substantially in the form set out in Schedule A to this Agreement and any amendments or variations made in accordance with this Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order provided that such amendments or variations are acceptable to both ENF and Enbridge, each acting reasonably;

“Preference Shares” has the meaning set forth in Subsection 4.1(p);

“Proceeding” means any action, cause of action, claim, demand, litigation, suit, investigation, grievance, citation, summons, subpoena, inquiry, audit, hearing, originating application to a tribunal, arbitration or other similar proceeding of any nature, whether in equity in law, in contract, in tort or otherwise;

“Recipient” has the meaning set forth in Subsection 4.3(a);

“Registrar” means the Registrar of Corporations for the Province of Alberta duly appointed under section 263 of the ABCA;

“Regulatory Approvals” means:

the Competition Act Approval;

the CTA Act Approval;

the Investment Canada Act Approval;

the Enbridge Share Issuance Approval; and

such other approvals (including the lapse, without objection, of a prescribed time under any law that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) required in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated by this Agreement;

“Representatives” has the meaning set forth in Subsection 3.4(a);

“Section 3(a)(10) Exemption” has the meaning set forth in Section 2.15;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act (Alberta);

“Securities Authorities” means, collectively, the securities commissions or similar securities regulatory authorities in each of the provinces of Canada;

“SEDAR” means the System for Electronic Document Analysis and Retrieval available at ▇▇▇.▇▇▇▇▇.▇▇▇;

“Special Voting Share” has the meaning set forth in Subsection 4.2(l);

“Spectra Awards” has the meaning set forth in Subsection 4.1(r);

“subsidiary” has the meaning set forth in the Securities Act (Alberta), provided, however, that:

in respect of Enbridge, “subsidiary” shall: (A) include the Fund Group Entities; and (B) not include ENF; and

in respect of ENF, “subsidiary” shall not include the Fund Group Entities.

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal made after the date of this Agreement and prior to the date upon which the Arrangement Resolution is approved by ENF Shareholders:

that did not result from a breach of any agreement between the Person making such Acquisition Proposal and ENF of Section 3.4;

that involves the direct or indirect acquisition of (or, in the case of a take-over bid, an offer for) all of the voting or equity securities of ENF not held by Enbridge (in terms of number of shares or voting power) or all or substantially all of the consolidated assets of ENF and the Fund Group Entities, taken as a whole, and, for greater certainty and solely for purposes of this definition of “Superior Proposal”, all references to “20%” in the definition of “Acquisition Proposal” shall instead be construed to refer to “100%”;

that is not subject to any financing condition and that the funds or other consideration necessary for the consummation of the Acquisition Proposal have been demonstrated to be available to the satisfaction of the ENF Board, acting in good faith (after receiving advice from the ENF Financial Advisor and its outside legal counsel) at the time and on the bases set out therein;

that is not subject to a due diligence and/or access condition;

that the ENF Board has determined in good faith is reasonably capable of completion without undue delay taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal; and

in respect of which the ENF Board determines in good faith (after receipt of advice from the ENF Financial Advisor and outside legal counsel) that such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the ENF Shareholders, from a financial point of view, than the Arrangement, including any adjustment to the terms and conditions of the Arrangement proposed by Enbridge pursuant to Subsection 3.4(e) of this Agreement, and that, after receiving advice (as reflected in the meeting minutes of the ENF Board) from outside counsel, failure to accept, approve, recommend or enter into a definitive agreement to implement such Acquisition Proposal would be inconsistent with its fiduciary duties under Applicable Laws;

“Tax Act” means the Income Tax Act (Canada) and all regulations promulgated thereunder from time to time;

“Terminating Party” has the meaning set forth in Subsection 5.4(b);

“Termination Notice” has the meaning set forth in Subsection 5.4(b);

“Third Party Beneficiaries” has the meaning set forth in Section 10.7;

“Transferred Information” has the meaning set forth in Subsection 4.3(a);

“TSX” means the Toronto Stock Exchange;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. GAAP” means United States generally accepted accounting principles;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934; and

“U.S. Securities Act” means the United States Securities Act of 1933.

Interpretation Not Affected by Headings, etc.

Number, etc.

Date for Any Action

Entire Agreement

Currency

Accounting Matters

References to Legislation

Enforceability

Knowledge

Interpretation Not Affected by Party Drafting

Schedules

Plan of Arrangement

Interim Order, Final Order, etc.

ENF shall by October 8, 2018 or as soon thereafter as reasonably practicable and, in any event, by no later than October 22, 2018, apply to the Court, in a manner reasonably acceptable to Enbridge, for the Interim Order and thereafter diligently seek the Interim Order and, upon receipt thereof, ENF shall forthwith carry out the terms of the Interim Order to the extent applicable to it. The Interim Order shall provide, among other things:

for the class of Persons to whom notice is to be provided in respect of the Arrangement and the ENF Meeting and the manner in which such notice is to be provided;

confirmation of the record date in respect of the ENF Meeting;

that the ENF Shareholders shall be entitled to vote with respect to the Arrangement Resolution, with each ENF Shareholder being entitled to one vote for each ENF Share held;

that the requisite shareholder approval for the Arrangement Resolution shall be (A) at least two-thirds of the votes cast by the ENF Shareholders present in person or represented by proxy at the ENF Meeting and (B) a simple majority of the votes cast by Minority ENF Shareholders present in person or represented by proxy at the ENF Meeting;

that in all other respects, the terms, restrictions and conditions of ENF’s articles and by-laws, including quorum requirements and all other matters shall apply in respect of the ENF Meeting;

for the grant of Dissent Rights in the manner contemplated in the Plan of Arrangement;

that the ENF Meeting may be adjourned or postponed from time to time by ENF in accordance with this Agreement or the Interim Order or with the consent of Enbridge without the need for additional approval of the Court;

that, except as required by Applicable Laws, the record date for determining ENF Shareholders entitled to notice of and to vote at the ENF Meeting will not change in respect of any adjournment or postponement of the ENF Meeting; and

for the notice requirements with respect to the presentation of the application to the Court for the Final Order.

Provided the Interim Order is obtained and the Arrangement Resolution is passed at the ENF Meeting as provided for in the Interim Order, ENF shall, as soon as reasonably practicable following the ENF Meeting, submit the Arrangement to the Court and apply for the Final Order by no later than three Business Days after the Arrangement Resolution is approved at the ENF Meeting or such later date as may be agreed to by Enbridge. Enbridge will use its reasonable commercial efforts to assist ENF in obtaining the Final Order. ENF will forthwith carry out the terms of the Final Order applicable to it.

Forthwith following the issuance of the Final Order and subject to the satisfaction or waiver (subject to Applicable Laws) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Effective Date) set forth in Article 5, ENF shall proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to subsection 193(10) of the ABCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement without any further act or formality.

Circular and ENF Meeting

As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws:

Enbridge shall furnish ENF with the Enbridge Information as reasonably required in a timely manner; and

ENF shall, subject to Enbridge’s compliance with Subsection 2.3(a)(i): (i) prepare the Circular and, after obtaining the Interim Order, cause the Circular to be mailed to the ENF Shareholders and filed with applicable Securities Authorities, other regulatory authorities and other Governmental Authorities in all jurisdictions where the same is required to be mailed and filed so as to permit the ENF Meeting to be held on November 6, 2018 or as soon thereafter as reasonably practicable and, in any event, by no later than November 20, 2018; and (ii) convene and conduct the ENF Meeting on November 6, 2018 or as soon thereafter as reasonably practicable and, in any event, by no later than November 20, 2018 and, unless as otherwise agreed in writing between the Parties, shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) or fail to conduct the ENF Meeting without the prior written consent of Enbridge, except for adjournments or postponements:

as required for quorum purposes (in which case the ENF Meeting shall be adjourned) or by Applicable Law or by a Governmental Authority;

as required under Subsection 3.4(h) or 5.4(b);

upon request of Enbridge (which request can only be made if Enbridge reasonably believes that the Arrangement Resolution will not receive the level of approval required by the Interim Order in order to become effective and advises ENF that Enbridge wishes to undertake measures intended to facilitate approval of the Arrangement Resolution); provided that the ENF Meeting so adjourned or postponed shall be held not later than 30 days after the date on which the ENF Meeting was originally scheduled and provided that this Subsection 2.3(a)(ii)(C) is not meant in any way to modify the rights of the Parties to terminate this Agreement following such adjournment or postponement if permitted to do so hereunder,

Each Party shall ensure that the information provided by it for inclusion in the Circular does not, at the time of the mailing of the Circular, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made.

ENF shall provide Enbridge and its representatives with a reasonable opportunity to review and comment on the Circular and any other relevant documentation and reasonable consideration shall be given to any comments made by Enbridge, provided

ENF shall instruct its registrar and transfer agent to advise Enbridge as Enbridge may reasonably request, and at least on a daily basis on each of the last seven Business Days prior to the date of the ENF Meeting, as to the aggregate tally of the proxies received by ENF in respect of the Arrangement Resolution.

ENF shall, subject to the terms hereof, use all commercially reasonable efforts to secure the approval of the Arrangement Resolution by ENF Shareholders and solicit proxies for the approval of the Arrangement Resolution in accordance with Applicable Laws, including, if so requested by Enbridge, in its sole discretion and at its own expense: (i) using dealer and proxy solicitation services; and (ii) cooperating with any Persons engaged by Enbridge to solicit proxies in favour of the approval of the Arrangement Resolution.

ENF will promptly advise Enbridge of any communications (written or oral) from any ENF Shareholder or other third parties in relation to the ENF Meeting that includes any opposition to the Arrangement Resolution.

ENF shall provide notice to Enbridge of the ENF Meeting and allow Enbridge’s representatives to attend the ENF Meeting.

ENF shall conduct the ENF Meeting in accordance with the constating documents of ENF, the Interim Order and as otherwise required by Applicable Laws.

Court Proceedings

ENF Board Recommendation

ENF Fairness Opinion and ENF Formal Valuation

Subject to the assumptions and qualifications included therein, the Special Committee has obtained a verbal opinion from the ENF Financial Advisor to the effect that the consideration to be received by the ENF Shareholders (other than Enbridge) pursuant to the Arrangement is fair, from a financial point of view, to such ENF Shareholders and has been advised by the ENF Financial Advisor that the ENF Financial Advisor will provide a written opinion to that effect for inclusion in the Circular, and ENF shall include a copy of such opinion in the Circular. The opinion of the ENF Financial Advisor has not been withdrawn, amended, modified or rescinded as of the date of this Agreement.

Subject to the assumptions and qualifications included therein, the Special Committee has obtained a presentation and verbal valuation range in respect of the valuation of an ENF Share from the ENF Financial Advisor and has been advised by the ENF Financial Advisor that the ENF Financial Advisor will provide to the Special Committee a written formal valuation for inclusion of such valuation or a summary of it in the Circular (and if only a summary is included the entire formal valuation will be filed by ENF on its SEDAR profile on or before the date of mailing the Circular).

Regulatory Matters

Subject to Subsections 3.3(e) and 3.3(f), the Parties shall, as promptly as practicable, co-operate in the preparation and filing of any necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and use their commercially reasonable efforts to obtain the Regulatory Approvals and provide or submit all documentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals. In addition, the Parties shall use commercially reasonable efforts to obtain any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably deemed by either of the Parties to be necessary in connection with the Arrangement.

Each Party shall promptly notify the other Party if at any time before the Effective Time it becomes aware that the Circular, an application for a Regulatory Approval or any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations necessary pursuant to Subsection 2.7(a) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in

Each Party will promptly inform the other Party of any requests or comments made by Securities Authorities in connection with the Circular. Each of the Parties will cooperate with the other and shall diligently do all such acts and things as may be reasonably necessary in the context of the preparation of the Circular and use its reasonable commercial efforts to resolve all requests or comments made by Securities Authorities with respect to the Circular and any other filings related to the Circular or the Arrangement and required under Applicable Laws as promptly as practicable after receipt thereof.

Closing

Effective Date

Public Communications

Resignation of Directors of ENF

Indemnities and Directors’ and Officers’ Insurance

Enbridge agrees that it will honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of ENF pursuant to the provisions of the constating documents of ENF, applicable corporate legislation and any written indemnity agreements which have been entered into between ENF and its officers and directors effective on or prior to the date hereof and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date;

Prior to the Effective Date, ENF shall obtain “run off” directors’ and officers’ liability insurance for its officers and directors, with such insurance having substantially equivalent coverage to ENF’s existing directors’ and officers’ liability insurance, covering claims made on or prior to or within six years after the Effective Date and Enbridge will, or will cause ENF to maintain such “run off” policies in effect without any reduction in scope or coverage for six years from the Effective Date, and agrees to not take or permit any action to be taken by or on behalf of ENF to terminate or adversely affect such directors’ and officers’ insurance; and

If ENF or any of its subsidiaries or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, Enbridge shall use its commercially reasonable efforts to ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of ENF or its subsidiaries) assumes all of the obligations set forth in this Section 2.12.

Payment of Cash Consideration

Tax Withholdings

U.S. Securities Laws

the Arrangement shall be subject to the approval of the Court;

the Court shall be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

the Final Order shall state that the Plan of Arrangement is fair and reasonable and is approved by the Court as well as the following or substantially similar language: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act regarding the distribution of securities of Enbridge pursuant to the Plan of Arrangement”;

the Parties shall ensure that each Person entitled to receive Enbridge Shares on completion of the Arrangement shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right;

each Person to whom Enbridge Shares shall be issued pursuant to the Arrangement shall be advised that such Enbridge Shares have not been registered under the U.S. Securities Act and shall be issued by Enbridge in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of U.S. Securities Laws) of Enbridge, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; and

the Interim Order shall permit each Person to whom Enbridge Shares shall be issued pursuant to the Arrangement to appear before the Court at the Final Order hearing so long as such Person serves and files a notice of appearance within the required time set out in the Interim Order.

Covenants of Enbridge

Enbridge shall conduct its business and Enbridge shall cause the business of its subsidiaries to be conducted only in the Ordinary Course;

Enbridge shall not directly or indirectly do or permit to occur any of the following:

amend its constating documents;

split, combine or reclassify any of its securities unless the Arrangement is amended upon the same terms and conditions;

declare any dividends on the Enbridge Shares other than quarterly dividends in the Ordinary Course;

adopt a plan of liquidation or resolutions providing for the liquidation, dissolution or reorganization of Enbridge;

take any action, refrain from taking any commercially reasonable action, permit any action to be taken or not taken by it or any of its subsidiaries, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement;

enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; or

make any changes to its existing accounting policies other than as required by Applicable Laws or U.S. GAAP;

Enbridge shall not take any action or refrain from taking any action that would render, or may reasonably be expected to render, any representation or warranty made by Enbridge or on behalf of its subsidiaries in this Agreement untrue in any material respect at any time prior to completion of the Arrangement or termination of this Agreement, whichever first occurs;

subject to Applicable Laws, Enbridge shall cause the record date for the fourth quarter 2018 cash dividend, expected to be in the amount of $0.671 per Enbridge Share, to be no later than November 15, 2018 and shall pay, or cause to be paid, such dividend on or before December 3, 2018;

Enbridge shall promptly notify ENF in writing of any material change (actual, anticipated, contemplated or, to the knowledge of Enbridge threatened, financial or otherwise) in its or its subsidiaries’ business, operations, affairs, assets, capitalization, financial condition, permits, rights, privileges or liabilities, whether contractual or otherwise, or of any change in any representation or warranty provided by Enbridge or on behalf of its subsidiaries by Enbridge in this Agreement which change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect and Enbridge shall in good faith discuss with ENF any change in circumstances (actual, anticipated, contemplated, or to the knowledge of Enbridge threatened) which is of such a nature that there may be a reasonable question as to whether notice needs to be given to ENF pursuant to this provision;

Enbridge will use its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set forth in Section 5.1 and Section 5.3 and to take all steps set forth in the Interim Order and Final Order applicable to it as soon as reasonably practicable;

Enbridge shall ensure that it has available funds to make, within the time periods contemplated herein, the payment of the amount which may be required by Section 6.2 and the Cash Consideration, as adjusted pursuant to the terms hereof, if applicable, having regard to its other liabilities and obligations, and shall take all such actions as may be necessary to ensure that it maintains such availability to ensure that it is able to pay such amount and such Cash Consideration when required;

Enbridge shall cooperate with ENF in the preparation of the Circular and provide to ENF, in a timely and expeditious manner, the Enbridge Information for inclusion in the Circular, and any amendments or supplements thereto, in each case complying in all material respects with all Applicable Laws on the date of issue thereof and not containing any misrepresentation, and Enbridge shall provide ENF and its Representatives with a reasonable opportunity to review and comment on the Enbridge Information and any other relevant documentation and reasonable consideration shall be given to any comments made by ENF on the Circular;

Enbridge shall indemnify and save harmless ENF and the directors, officers and agents of ENF from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which ENF, or any director, officer or agent thereof, may be subject or which ENF, or any director, officer or agent thereof, may suffer, whether under the provisions of any Applicable Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

any misrepresentation or alleged misrepresentation contained solely in the Enbridge Information;

any order made or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority based upon any misrepresentation or any alleged misrepresentation in the Circular or any material filed by or on behalf of Enbridge or by ENF, in each case only to the extent such misrepresentation or alleged misrepresentation is contained in the Enbridge Information; or

Enbridge not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement,

other than non-substantive communications, Enbridge shall furnish promptly to ENF or ENF’s counsel, a copy of each notice, communication, report, schedule or other document delivered, filed or received by Enbridge from holders of Enbridge securities or Governmental Authorities in connection with: (i) the Arrangement; (ii) the ENF Meeting; (iii) any filings under Applicable Laws; (iv) any dealings with any Governmental Authority in connection with the transactions contemplated by this Agreement; and (v) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;

Enbridge will use its reasonable commercial efforts to obtain all necessary consents, approvals, authorizations and filings as are required to be obtained or made by Enbridge under any Applicable Laws and to satisfy any condition provided for under this Agreement including, without limitation, causing the Enbridge Shares issuable pursuant hereto to be approved for listing on the NYSE and the TSX prior to the Effective Date;

Enbridge shall cause all of the ENF Shares it holds as of the date of this Agreement to be voted in favour of approving the Arrangement Resolution, and, from and after the date hereof until the Effective Time, it shall not sell, transfer or otherwise dispose of its ENF Shares; and

Enbridge will use its reasonable commercial efforts to obtain the Enbridge Share Issuance Approval as soon as reasonably practicable after the date hereof.

Covenants of ENF

ENF shall conduct its business only in the Ordinary Course;

ENF shall not, directly or indirectly, do or permit to occur any of the following:

amend its constating documents;

issue, grant, sell or pledge or agree to issue, grant, sell or pledge any ENF Shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, ENF Shares;

redeem, purchase or otherwise acquire any of the outstanding ENF Shares or other securities, including under any normal course issuer bid;

split, combine or reclassify any of its securities;

declare any dividends on the ENF Shares other than monthly dividends in the Ordinary Course;

adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of ENF;

pursue, complete or agree to complete any corporate acquisition or disposition, amalgamation, merger, arrangement, make any investment therein either by purchase of shares or securities, contributions of capital or property transfer or make any material change to the business, capital or affairs of ENF;

take any action, refrain from taking any commercially reasonable action, permit any action to be taken or not taken by it or any of its subsidiaries, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement;

enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; or

make any changes to its existing accounting policies other than as required by Applicable Laws or IFRS;

subject to Section 3.4 hereof, ENF shall not take any action or refrain from taking any action that would render, or may reasonably be expected to render, any representation or warranty made by ENF in this Agreement untrue in any material respect at any time prior to completion of the Arrangement or termination of this Agreement, whichever first occurs;

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

ENF will use its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set forth in Sections 5.1 and 5.2 and to take all steps set forth in the Interim Order and Final Order applicable to it as soon as reasonably practicable;

ENF shall ensure that it has available funds to make, within the time periods contemplated herein, the payment of the amount which may be required by Section 6.1 having regard to its other liabilities and obligations, and shall take all such actions as may be necessary to ensure that it maintains such availability to ensure that it is able to pay such amount when required;

ENF will use its reasonable commercial efforts to obtain all necessary consents, approvals, authorizations and filings as are required to be obtained or made by ENF under any Applicable Laws and to satisfy any condition provided for under this Agreement;

ENF will use its reasonable commercial efforts to maintain the listing of the ENF Shares on the TSX;

ENF will use its reasonable commercial efforts to continue to maintain its status as a “reporting issuer” (or similar designation) not in default under the securities legislation in force in each of the provinces of Canada;

ENF shall indemnify and save harmless Enbridge and the directors, officers and agents of Enbridge from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Enbridge, or any director, officer or agent thereof, may be subject or which Enbridge, or any director, officer or agent thereof, may suffer, whether under the provisions of any Applicable Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

any misrepresentation or alleged misrepresentation by ENF in the Circular;

any order made or any inquiry, investigation or proceeding by any Securities Authority or other competent authority based upon any misrepresentation or any alleged misrepresentation by ENF in the Circular, which prevents or restricts trading in the ENF Shares; or

ENF not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement,

except for proxies and other non-substantive communications with the holders of ENF securities, and communications that ENF is required to keep confidential pursuant to Applicable Laws, ENF shall furnish promptly to Enbridge or Enbridge’s counsel, a copy of each notice, communication, report, schedule or other document delivered, filed or received by ENF from holders of ENF securities or Governmental Authorities in connection with: (i) the Arrangement; (ii) the ENF Meeting; (iii) any filings under Applicable Laws; (iv) any dealings with any Governmental Authorities in connection with the transactions contemplated by this Agreement; and (v) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;

ENF will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement; and

ENF shall, on an as received basis, promptly advise Enbridge of the number of ENF Shares for which ENF receives notices of dissent or written objections to the Arrangement or notices to appear in connection with the application for the Final Order and provide Enbridge with copies of such notices and written objections.

Mutual Covenants Regarding the Arrangement

use its reasonable commercial efforts to complete the Arrangement on November 8, 2018 or as soon thereafter as reasonably practicable and, in any event, by no later than the Outside Date;

use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using its reasonable commercial efforts to:

obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts;

obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated by this Agreement; and

upon reasonable consultation with the other Party, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement;

use its reasonable commercial efforts to obtain all necessary waivers, consents and approvals required to be obtained by it in connection with the Arrangement from Governmental Authorities and effect all necessary registrations and filings and the

cooperate with each other in taking, or causing to be taken, all actions necessary to delist the ENF Shares from the TSX in accordance with the policies and procedures of the TSX following completion of the steps set out in the Plan of Arrangement; provided, however, that such delisting will not be effective until after the Effective Time;

in connection with the Competition Act Approval and the CTA Act Approval:

Enbridge and ENF shall as promptly as reasonably practicable (A) duly file with the Competition Bureau, a request for an ARC under section 102 of the Competition Act and supply the Commissioner with such additional information as the Commissioner may request and (B) give notice to the Minister of Transport pursuant to subsection 53.1(1) of the Canada Transportation Act and supply the Minister with such additional information as the Minister may request. At Enbridge’s discretion, the Parties shall also file notifications under section 114 of the Competition Act with the Competition Bureau. Enbridge shall have the primary responsibility for the preparation and submission of a request for an ARC pursuant to section 102 of the Competition Act. Enbridge and ENF shall respond as promptly as reasonably practicable under the circumstances to any inquiries received from the Competition Bureau or Transport Canada for additional information or documentation and to all inquiries and requests received from the Competition Bureau or Transport Canada; and

the Parties shall coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with Subsection 3.3(e)(i) above, including providing each other with advance copies and reasonable opportunities to comment on all filings made with the Competition Bureau and Transport Canada and any additional or supplementary information supplied pursuant thereto in respect of the Competition Act and the CTA Act (except for information which Enbridge or ENF, in each case acting reasonably, consider highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from the Competition Bureau and Transport Canada with respect to any filings under the Competition Act and the CTA Act;

in connection with the Investment Canada Act Approval:

Enbridge shall as promptly as reasonably practicable duly file with the Investment Review Division, an application for review under section 17 of the Investment Canada Act. Enbridge and ENF shall respond as promptly as reasonably practicable under the circumstances to any inquiries received from the Investment Review Division for additional information or documentation and to all inquiries and requests received from the Investment Review Division; and

ENF shall coordinate and cooperate in supplying information and assistance that is reasonably requested by Enbridge in connection with Subsection 3.3(f)(i) above; and

use its reasonable commercial efforts to cooperate with the other Party in connection with the performance by the other Party of their obligations under this Section 3.3 including, without limitation, to provide the other Party with a reasonable opportunity to review and comment on all filings and material correspondence with and to Governmental Authorities and to promptly provide final copies thereof to the other Party once filed or given, to promptly provide the other Party with all approvals and material notices and correspondence received from Governmental Authorities, and to maintain ongoing communications as between representatives of the Parties in respect of the Regulatory Approvals, subject in all cases to the Confidentiality Agreement.

ENF’s Covenants Regarding Non-Solicitation

ENF shall immediately cease and cause to be terminated all solicitations, discussions and negotiations (including, without limitation, through any of its officers, directors, advisors, employees, representatives and agents (collectively, the “Representatives”)), if any, with any third parties other than Enbridge, with respect to any actual or potential Acquisition Proposal. ENF shall immediately discontinue, and shall cause its Representatives to discontinue, access to any of its confidential information and not allow or establish access to any of its confidential information, or any data room, virtual or otherwise and shall promptly request the return or destruction of all confidential information regarding ENF or the Fund Group Entities provided to any third party in connection with any potential or actual Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honored in accordance with the terms of any confidentiality agreement governing such information. ENF agrees that it shall not terminate, waive, release, amend, modify or otherwise forbear from the enforcement of, and agrees to take all commercially reasonable actions to actively prosecute and enforce, any agreement containing standstill provisions and any provision of any existing confidentiality agreement or any standstill agreement to which it is a party (it being acknowledged by Enbridge that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Subsection 3.4(a)).

Except as expressly provided for in this Section 3.4, ENF shall not, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following:

solicit, initiate, encourage or facilitate any inquiries, proposals or offers, whether publicly or otherwise, regarding an actual or potential Acquisition Proposal;

withdraw, amend, modify or qualify, or propose publicly to withdraw, amend, modify or qualify, in any manner adverse to Enbridge, the approval of the Arrangement by the ENF Board or the recommendation of the ENF Board that the ENF Shareholders vote in favour of the Arrangement Resolution at the ENF Meeting;

encourage or participate in any negotiations or discussions with any other Person regarding an actual or potential Acquisition Proposal, or furnish information or

accept, recommend, approve, agree to endorse or publicly propose to accept, recommend, approve, agree to endorse or enter into an agreement to implement any Acquisition Proposal, or take no positions or remain neutral with respect to any Acquisition Proposal or otherwise take any action that could reasonably be expected to lead to an Acquisition Proposal;

such Acquisition Proposal is an unsolicited bona fide written Acquisition Proposal received by ENF from such Person other than as a result from a breach of this Section 3.4 and the ENF Board has determined, in good faith, after consultation with the ENF Financial Advisor and outside legal counsel, that such Acquisition Proposal, if completed in accordance with its terms, would constitute or could reasonably be expected to constitute a Superior Proposal; and

(A) ENF shall have complied with and continues to be in compliance with all other requirements of this Section 3.4 and the Person making the Acquisition Proposal shall not have been restricted from making such Acquisition Proposal pursuant to existing confidentiality, non-disclosure or standstill agreement or similar restriction; (B) the ENF Board, after consultation with the ENF Financial Advisor and outside legal counsel as reflected in the minutes of the meetings of the ENF Board, determines in good faith that failure to take such action would be inconsistent with its fiduciary duties under Applicable Laws; and (C) prior to providing any information or data to such Person in connection with such Acquisition Proposal: (1) ENF notifies Enbridge of the determination by the ENF Board that such Acquisition Proposal constitutes a Superior Proposal; and (2) the ENF Board receives from such Person an executed confidentiality agreement that contains provisions that are no less favourable to ENF than those contained in the Confidentiality Agreement and Enbridge is provided promptly with a copy of such confidentiality agreement (provided that such confidentiality agreement may not grant such Person the exclusive right to negotiate with ENF and may not restrict ENF from complying with this Section) and any information that was provided to such Person which was not previously provided to Enbridge.

ENF shall promptly (and in any event within 24 hours of receipt by ENF) notify Enbridge, first orally and then in writing, of any proposal, inquiry or offer (or any amendment thereto) constituting an actual or potential Acquisition Proposal, in each case received after the date hereof by ENF or any of its Representatives, or any amendments to the foregoing, any request for discussions or negotiations, or any request for non-public information relating to ENF or any of the Fund Group Entities in connection with any proposal, inquiry, offer (or any amendment thereto) or request that constitutes or could

ENF shall not accept, approve or recommend, nor enter into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by this Section 3.4), unless:

the Acquisition Proposal constitutes a Superior Proposal and the Person making the Acquisition Proposal shall not have been restricted from making such Acquisition Proposal pursuant to existing confidentiality, non-disclosure or standstill agreement or similar restriction;

ENF has complied with and continues to be in compliance with its obligations in this Section 3.4;

ENF has provided Enbridge with (A) notice in writing that the Acquisition Proposal constitutes a Superior Proposal and, in connection therewith, the ENF Board has made the determinations contemplated in the definition of “Superior Proposal”, (B) copies of the proposed definitive agreement for the Superior Proposal and any confidentiality and standstill agreement between ENF and the Person making the Superior Proposal, if not previously delivered, as well as all supporting materials, including any financing documents supplied to ENF of its Representatives in connection therewith and (C) written notice regarding the value and financial terms that the ENF Board, in consultation with the ENF Financial Advisor, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal, in each case, at least four Business Days prior to the time at which the ENF Board proposes to accept, approve, recommend or enter into any agreement relating to such Superior Proposal;

four Business Days shall have elapsed from the later of the date Enbridge received the notice, documentation and other materials referred to in Subsection 3.4(d)(iii) from ENF in respect of the Acquisition Proposal and the date on which Enbridge received notice of ENF’s proposed determination to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal, and, if Enbridge has proposed to amend the terms of the transactions contemplated in this Agreement and the Arrangement in accordance with Subsection 3.4(e), the ENF Board (after receiving advice from the ENF Financial Advisor and outside legal counsel) shall have determined in good faith that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of this Agreement and the Arrangement proposed by Enbridge;

ENF concurrently terminates this Agreement pursuant to Subsection 8.2(d)(ii);

ENF concurrently will have delivered to Enbridge written confirmation that ENF or the ENF Board has accepted, approved or recommended, or entered into such agreement relating to, the Acquisition Proposal; and

ENF has previously paid, or concurrently pays, to Enbridge the Enbridge Damages Fee.

During the period(s) referred to in Subsection 3.4(d)(iii) and Subsection 3.4(d)(iv), Enbridge shall have the opportunity, but not the obligation, to propose to amend the terms of the transactions contemplated in this Agreement and the Arrangement and ENF shall, and shall cause its counsel and other advisors to, co-operate with Enbridge with respect thereto, including negotiating with Enbridge and their counsel and other advisors to enable Enbridge to propose such adjustments to the terms and conditions of this Agreement and the Arrangement as Enbridge deems appropriate and as would enable ENF to proceed with the Arrangement and the transactions contemplated in this Agreement on such adjusted terms. The ENF Board shall review any proposal by Enbridge to amend the terms of the transactions contemplated in this Agreement and the Arrangement in order to determine, in good faith in the exercise of its fiduciary duties, whether Enbridge’s proposal to amend the transactions contemplated by this Agreement and the Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the transactions contemplated by this Agreement and the Arrangement. In the event that Enbridge proposes to amend the terms of the transactions contemplated in this Agreement and the Arrangement such that the Acquisition Proposal would not result in a transaction more favourable to the ENF Shareholders, from a financial point of view, than the Arrangement as so amended, as determined by the ENF Board in good faith (after receiving advice from the ENF Financial Advisor and outside legal counsel) and Enbridge advises the ENF Board of such proposed amendment within four Business Days of receiving notice of such Superior Proposal, the ENF Board shall not: (i) accept, recommend, approve or enter into any agreement to implement such Superior Proposal; or (ii) withdraw, modify or change its recommendation in respect of the Arrangement. For greater certainty, each successive amendment to an Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 3.4 and shall initiate a new four Business Day match right period.

Enbridge agrees that all information that may be provided to it by ENF with respect to any Superior Proposal pursuant to this Section 3.4 shall be treated as if it were “Confidential Information” as that term is defined in the Confidentiality Agreement and shall not be disclosed or used except in accordance with the provisions of the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings.

If required by Enbridge, ENF shall reaffirm its recommendation of the approval of the Arrangement by press release promptly in the event that:

any Acquisition Proposal is publicly announced unless such Acquisition Proposal constitutes a Superior Proposal and ENF otherwise complies with Subsections 3.4(d) and (e) in respect thereof; or

the Parties have entered into an amended agreement pursuant to Subsection 3.4(e) which results in any Acquisition Proposal not being a Superior Proposal.

In the event that ENF provides the notice contemplated by Subsection 3.4(d)(iii) on a date which is less than four Business Days prior to the ENF Meeting, Enbridge shall be entitled to require ENF to adjourn or postpone the ENF Meeting to a date that is not more than seven Business Days following the date after ENF has complied with its obligations under Subsections 3.4(b)(vi)(B) and (C).

Neither ENF nor the ENF Board shall withdraw, or qualify, amend or modify in a manner adverse to Enbridge, the approval or recommendation of the Arrangement by the ENF Board, except if such withdrawal, qualification, amendment or modification occurs simultaneously with the entry by ENF, in accordance with the requirements of Subsection 3.4(d) and Subsection 3.4(e), into a definitive agreement with respect to an Acquisition Proposal constituting a Superior Proposal.

Nothing contained in this Agreement shall prevent the ENF Board from complying with Division 3 of National Instrument 62-104, Takeover Bids and Issuer Bids and similar provisions under Applicable Laws relating to the provision of directors’ circulars and making appropriate disclosure to its securityholders.

ENF shall ensure that its Representatives are aware of the provisions of this Section 3.4, and any violation of or the taking of any action which is inconsistent with any of the restrictions set forth in this Section 3.4 by any Representative shall be deemed to constitute a breach of this Section 3.4 by its Representatives.

Access to Information

From and after the date hereof until the earlier of the Effective Time or the termination of this Agreement, ENF shall, subject to compliance with Applicable Laws and the terms of any contracts, upon reasonable prior notice, provide Enbridge and its representatives access, during normal business hours, to its premises, books, contracts, records, computer systems, properties, employees and management personnel and will use its reasonable commercial efforts to furnish to Enbridge such information concerning its business, properties and personnel as Enbridge may reasonably request in order to permit Enbridge to be in a position to expeditiously and efficiently integrate ENF’s business and operations immediately upon, but not prior to, the Effective Date. ENF agrees to use reasonable commercial efforts to keep Enbridge fully apprised in a timely manner of every circumstance, action, occurrence or event occurring or arising after the date hereof that would be relevant and material to a prudent operator of the business and operations of ENF including, but not limited to, promptly providing Enbridge with any and all monthly activity reports.

ENF agrees to:

give the legal and professional representatives and agents of Enbridge reasonable access during normal business hours to ENF’s books, records and documents as Enbridge may reasonably request, provided that ENF is satisfied, acting reasonably, that the confidentiality of the subject matter of the disclosure can be maintained in accordance herewith; and

endeavour to include in the information furnished to Enbridge information which would reasonably be considered to be relevant for the purposes of Enbridge’s investigation and not knowingly withhold any information which would make anything contained in the information delivered erroneous or misleading.

The Parties acknowledge and agree that all information provided by ENF to Enbridge or by Enbridge to ENF pursuant to this Section 3.5 shall remain subject to the provisions of the Confidentiality Agreement.

Nothing in the foregoing shall require ENF to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party or information which, in the opinion of ENF, acting reasonably, is competitively sensitive (provided that Enbridge acknowledges and agrees that Enbridge’s external counsel may have access to such information on a privileged and confidential basis in connection with obtaining the Competition Act Approval).

Representations and Warranties of Enbridge

Enbridge and each of its subsidiaries is a legal entity duly organized and validly subsisting under the Applicable Laws of its jurisdiction of formation and Enbridge and each of its subsidiaries has the requisite power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets.

Enbridge and each of its subsidiaries is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, operated, licensed or otherwise held, or the nature of its activities make such registration necessary under Applicable Laws, except where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Enbridge.

Enbridge has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by Enbridge of the transactions contemplated by this Agreement

Enbridge has reserved and allotted or will reserve and allot prior to the Effective Time, and will have taken all necessary action to permit it to issue, a sufficient number of Enbridge Shares as are issuable pursuant to this Arrangement, and, subject to the terms and conditions of the Arrangement, such Enbridge Shares, when issued, will be validly issued as fully paid and non-assessable pursuant to the Arrangement and no Person will have any pre-emptive right of subscription or purchase in respect thereof.

Subject to the issuance of the Interim Order and Final Order by the Court and receipt of Regulatory Approvals, neither the execution and delivery of this Agreement by Enbridge, the consummation by Enbridge of the Arrangement nor compliance by Enbridge with any of the provisions hereof will:

except as previously disclosed in writing to ENF, require any consent or other actions by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Enbridge or any of its subsidiaries is entitled under any provision of any material contract or any material Authorization to which Enbridge or any of its subsidiaries is a party or by which Enbridge or any of its subsidiaries is bound;

result in the creation or imposition of any Lien upon any of the properties or assets of Enbridge or its subsidiaries;

contravene, conflict with, or result in any violation or breach of the articles, bylaws or other constating documents of Enbridge or any of its subsidiaries; or

violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule, regulation or Applicable Law applicable to Enbridge or any of its subsidiaries; or

cause a suspension or revocation of any Authorization;

The execution, delivery and performance by Enbridge of its obligations under this Agreement and the consummation of the Arrangement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Authority by Enbridge other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) filings with the Securities Authorities; (iv) the Regulatory Approvals; (v) the TSX and the NYSE; and (vi) any Authorizations which, if

Other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement including receipt of Regulatory Approvals or which are required to be fulfilled post-Arrangement, there is no legal impediment to Enbridge’s consummation of the transactions contemplated by this Agreement.

Enbridge has sufficient funds available to pay the Cash Consideration, as adjusted pursuant to the terms hereof, if applicable, and the amount which may be required pursuant to Section 6.2 of this Agreement.

Except as disclosed in the Enbridge Public Record, since December 31, 2017:

there has not been any Material Adverse Change respecting Enbridge and its subsidiaries, taken as a whole;

Enbridge and each of its subsidiaries has conducted its business only in the ordinary and normal course, consistent with past practice and in accordance with Applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise), whether or not such liabilities would be required by U.S. GAAP to be reflected on a balance sheet of Enbridge and its subsidiaries, taken as a whole, material to Enbridge has been incurred other than in the ordinary and normal course of business.

The Enbridge Financial Statements fairly present, in accordance with U.S. GAAP, consistently applied, the consolidated financial position and condition of Enbridge and its subsidiaries at the dates thereof and the results of the operations of Enbridge for the periods then ended and reflect, in accordance with U.S. GAAP, consistently applied, all material assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Enbridge and its subsidiaries on a consolidated basis, as at the dates thereof.

No Securities Authority, other competent authority or stock exchange in Canada or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of Enbridge, no such proceeding is, to the knowledge of Enbridge, pending, contemplated or threatened and Enbridge is not, to its knowledge, in default of any material requirement of any Applicable Laws.

There are no Proceedings pending or, to the knowledge of Enbridge, threatened, against Enbridge, any of its subsidiaries or any of their respective properties or assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Enbridge.

Enbridge is a “reporting issuer” in each of the provinces of Canada and is in material compliance with all Applicable Canadian Securities Laws therein and the Enbridge Shares are listed and posted for trading on the TSX. The Enbridge Shares are registered pursuant to section 12(b) of the U.S. Exchange Act, and Enbridge is in compliance in all

To the knowledge of Enbridge, no “related party” of Enbridge (within the meaning of MI 61-101) will receive a “collateral benefit” (within the meaning of MI 61-101) as a consequence of the transactions contemplated by this Agreement or pursuant to any “connected transaction” (within the meaning of MI 61-101).

Enbridge is a taxable Canadian corporation for the purposes of the Tax Act and is not a non-resident of Canada for the purposes of the Tax Act.

As of the date of this Agreement, the authorized capital of Enbridge consists of an unlimited number of Enbridge Shares and an unlimited number of preference shares issuable in series (“Preference Shares”).

As of the date of this Agreement, there are issued and outstanding: (i) 1,724,340,802 Enbridge Shares; (ii) 5,000,000 Series A Preference Shares; (iii) 18,269,812 Series B Preference Shares; (iv) 1,730,188 Series C Preference Shares; (v) 18,000,000 Series D Preference Shares; (vi) 20,000,000 Series F Preference Shares; (vii) 14,000,000 Series H Preference Shares; (viii) 8,000,000 Series J Preference Shares; (ix) 16,000,000 Series L Preference Shares; (x) 18,000,000 Series N Preference Shares; (xi) 16,000,000 Series P Preference Shares; (xii) 16,000,000 Series R Preference Shares; (xiii) 16,000,000 Series 1 Preference Shares; (xiv) 24,000,000 Series 3 Preference Shares; (xv) 8,000,000 Series 5 Preference Shares; (xvi) 10,000,000 Series 7 Preference Shares; (xvii) 11,000,000 Series 9 Preference Shares; (xviii) 20,000,000 Series 11 Preference Shares; (xix) 14,000,000 Series 13 Preference Shares; (xx) 11,000,000 Series 15 Preference Shares; (xxi) 30,000,000 Series 17 Preference Shares; and (xxii) 20,000,000 Series 19 Preference Shares.

Except for the Enbridge Shares and the Preference Shares described in Subsection 4.1(q), there are currently no other shares of any class or series in the capital of Enbridge outstanding. Except for: (i) 35,741,815 options to purchase Enbridge Shares (“Options”) issued and outstanding pursuant to Enbridge’s incentive stock option plan; (ii) 2,612,153 Options issued and outstanding pursuant to Enbridge’s performance stock option plan; (iii) 1,526,587 Enbridge Shares issuable in connection with the awards outstanding under the Amended and Restated Spectra Energy 2007 Long-Term Incentive Plan assumed by Enbridge on February 27, 2017 (the “Spectra Awards”); (iv) the Enbridge Shareholder Rights Plan and the rights issued thereunder in respect of

All outstanding Enbridge Shares have been duly authorized and validly issued, are fully paid and non-assessable. All of the Enbridge Shares issuable pursuant to the Options, the Spectra Awards, the Enbridge SRPs and the Other Enbridge Transactions described in Subsection 4.1(r) have been, or will be, duly authorized and, upon issuance in accordance with their respective terms, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. Other than the Enbridge Shares, there are no securities of Enbridge outstanding which have the right to vote generally with Enbridge shareholders on any matter.

Representations and Warranties of ENF

ENF is a corporation duly organized and validly subsisting under the Applicable Laws of its jurisdiction of incorporation and ENF has the requisite power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets.

ENF is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, operated, licensed or otherwise held, or the nature of its activities make such registration necessary under Applicable Laws, except where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on ENF.

ENF has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by ENF of the transactions contemplated by this Agreement have been duly authorized by the ENF Board, other than approval by the ENF Shareholders of the Arrangement Resolution in the manner required by the Interim Order and Applicable Law and approval by the Court, and no other corporate proceedings on the part of ENF are or shall be necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ENF and constitutes a legal, valid and binding obligation of ENF enforceable against ENF in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws relating to or affecting creditors’ rights generally and to general principles of equity.

Subject to the approval of the ENF Shareholders of the Arrangement Resolution, the issuance of the Interim Order and the Final Order by the Court and receipt of Regulatory Approvals, neither the execution and delivery of this Agreement by ENF, the consummation by ENF of the Arrangement nor compliance by ENF with any of the provisions hereof will:

except as previously disclosed in writing to Enbridge, require any consent or other actions by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which ENF or any of its subsidiaries is entitled under any provision of any material contract or any material Authorization to which ENF or any of its subsidiaries is a party or by which ENF or any of its subsidiaries is bound;

result in the creation or imposition of any Lien upon any of the properties or assets of ENF or its subsidiaries;

contravene, conflict with, or result in any violation or breach of the articles, bylaws or other constating documents of ENF or any of its subsidiaries; or

violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule, regulation or Applicable Law applicable to ENF or any of its subsidiaries,

ENF has sufficient funds available to pay the amount which may be required pursuant to Section 6.1 of this Agreement.

Other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement including receipt of Regulatory Approvals or which are required to be fulfilled post-Arrangement, there is no legal impediment to ENF’s consummation of the transactions contemplated by this Agreement.

The execution, delivery and performance by ENF of its obligations under this Agreement and the consummation of the Arrangement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Authority by ENF other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) filings with the Registrar under the ABCA; (iv) filings with the Securities Authorities; (v) the Regulatory Approvals; (vi) the TSX; (vii) approval of the Arrangement Resolution; and (viii) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Authority which, if not taken or made, would not, individually or in the aggregate, materially impede the ability of ENF to consummate the Arrangement.

To the knowledge of ENF, no “related party” of ENF (within the meaning of MI 61-101) will receive a “collateral benefit” (within the meaning of MI 61-101) as a consequence of the transactions contemplated by this Agreement or pursuant to any “connected transaction” (within the meaning of MI 61-101).

All information in the Circular pertaining to ENF (other than in respect of the Enbridge Information, in respect of which ENF makes no representation or warranty) shall, as of the respective dates of such information, be true and complete in all material respects and shall not contain any misrepresentation or omit to state any material fact required to be stated.

There are no Proceedings pending or, to the knowledge of ENF, threatened, against ENF, any of its subsidiaries or any of their respective properties or assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ENF.

ENF is a “reporting issuer” in each of the provinces of Canada and is in material compliance with all Applicable Canadian Securities Laws therein and the ENF Shares are listed and posted for trading on the TSX. ENF is not in material default of any material requirements of any Applicable Canadian Securities Laws or any rules or regulations of, or agreement with, the TSX. No delisting, suspension of trading in or cease trading order with respect to the ENF Shares is pending or, to the knowledge of ENF, threatened. To the knowledge of ENF , none of its officers or directors are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public entity or of an entity listed on a particular stock exchange. The documents and information comprising the ENF Public Record did not at the respective times they were filed with the relevant Securities Authorities, contain any misrepresentation, unless such document or information was subsequently corrected or superseded in the ENF Public Record prior to the date hereof. ENF has not filed any confidential material change report that, as of the date hereof, remains confidential.

As of the date of this Agreement, the authorized capital of ENF consists of an unlimited number of ENF Shares, first preferred shares in the capital of ENF, issuable in series and limited to one-half of the number of ENF Shares issued and outstanding at the relevant time, and one special voting share in the capital of ENF (“Special Voting Share”).

As of the date of this Agreement, there are issued and outstanding: (i) 176,406,621 ENF Shares; and (ii) one Special Voting Share.

Except for the ENF Shares and the Special Voting Share described in Subsection 4.2(m), there are no other shares of any class or series in the capital of ENF outstanding. Except for: (i) 248,899,004 ordinary units of Enbridge Income Fund, 87,665,750 preferred units of Enbridge Commercial Trust, nil Class B Units of Enbridge Commercial Trust and 442,923,363 Class C Units of Enbridge Income Partners LP, each convertible into ENF Shares on a one-for-one basis in accordance with their terms (the “Exchangeable Securities”); (ii) the ENF Shareholder Rights Plan and the rights issued thereunder in respect of each issued and outstanding ENF Share (the “ENF SRPs”); and (iii) a dividend reinvestment share purchase plan applicable to holders of ENF Shares (the “DRIP”), there are no options, warrants, convertible securities or other rights, shareholder rights plans, agreements or commitments of any character whatsoever (pre-emptive, contingent or otherwise) requiring or which may require the issuance, sale or transfer by ENF of any of securities of ENF (including ENF Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to subscribe for or acquire, any securities of or other equity or voting interests in ENF (including ENF Shares).

All outstanding ENF Shares have been duly authorized and validly issued, are fully paid and non-assessable. All of the ENF Shares issuable pursuant to the Exchangeable Securities, ENF SRPs and the DRIP described in Subsection 4.2(n) have been duly authorized and, upon issuance in accordance with their respective terms, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. Other than the ENF Shares and Enbridge’s right to vote its one Special Voting Share in respect of certain matters, there are no securities of ENF outstanding which have the right to vote generally with ENF Shareholders on any matter.

ENF is not a non-resident of Canada for the purposes of the Tax Act.

Privacy Issues

For the purposes of this Section 4.3, “Transferred Information” means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as a representative of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (for purposes of this Section 4.3, “Recipient”) by or on behalf of the other Party (for purposes of this Section 4.3, “Disclosing Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

Each Disclosing Party covenants and agrees to, upon request, use its reasonable commercial efforts to advise the Recipient of the purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and the additional purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Applicable Law, obtained the consent of such individual to such use or disclosure.

In addition to its other obligations hereunder, Recipient covenants and agrees to:

prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions;

after the completion of the transactions contemplated herein,

collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (a) the Disclosing Party or Recipient has first notified such individual of such additional purpose, and where required by Applicable Law, obtained the consent of such individual to such additional purpose, or (b) such use or disclosure is permitted or authorized by Applicable Law, without notice to, or consent from, such individual; and

where required by Applicable Law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient;

return or destroy the Transferred Information, at the option of the Disclosing Party, and to not thereafter use or disclose any of the Transferred Information, should the transactions contemplated herein not be completed; and

notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Applicable Law, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Applicable Laws.

Mutual Conditions Precedent

the Interim Order shall have been obtained in form and substance satisfactory to the Parties, each acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably, on appeal or otherwise;

the Arrangement Resolution shall have been approved and adopted by the ENF Shareholders at the ENF Meeting in accordance with the requirements of the Interim Order and in form and substance satisfactory to the Parties, each acting reasonably;

the Final Order shall have been obtained in form and substance satisfactory to the Parties, each acting reasonably, and such Final Order shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably, on appeal or otherwise;

the Articles of Arrangement shall have been filed with the Registrar under the ABCA in accordance with this Agreement and shall be in form and substance satisfactory to the Parties, each acting reasonably;

the Effective Date shall have occurred on or before the Outside Date;

all Regulatory Approvals shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonably;

the Enbridge Shares to be issued to the holders of ENF Shares pursuant to this Agreement shall have been authorized for listing on the NYSE and the TSX;

in addition to the approvals contemplated in Subsection 5.1(f), all other third party waivers or approvals required in connection with the consummation of the Arrangement shall have been provided or obtained on terms and conditions acceptable to the Parties, acting reasonably; and

no Governmental Authority shall have enacted, issued, promulgated, applied for (or advised any of the Parties in writing that it has determined to make such application), enforced or entered any Applicable Law (whether temporary, preliminary or permanent) that makes illegal, restrains, enjoins or otherwise prohibits consummation of, or dissolves the Arrangement or the other transactions contemplated by this Agreement.

Additional Conditions to Obligations of Enbridge

all covenants of ENF under this Agreement to be performed on or before the Effective Time (without giving effect to, applying or taking into consideration any Material Adverse Effect, Material Adverse Change or other materiality qualifications already contained in such covenants) shall have been duly performed by ENF in all material respects; and Enbridge shall have received a certificate of ENF addressed to Enbridge dated the Effective Time, signed on behalf of ENF by two senior executive officers of ENF (on ENF’s behalf and without personal liability), confirming the same as at the Effective Time;

the representations and warranties of ENF set forth in this Agreement were true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time (except for representations and warranties as of a specified date, the accuracy of which shall be determined as of that specified date), except to the extent that the failure or failures of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored), and Enbridge shall have received a certificate of ENF addressed to Enbridge and dated the Effective Time, signed on behalf of ENF by two senior executive officers of ENF (on ENF’s behalf and without personal liability), confirming the above as at the Effective Time;

ENF shall have furnished Enbridge with:

certified copies of the resolutions duly passed by the ENF Board approving this Agreement and the consummation of the transactions contemplated by this Agreement; and

a certified copy of the Arrangement Resolution duly passed by the ENF Shareholders;

no Material Adverse Change in respect of ENF shall have occurred after the date hereof;

no claims, actions, enquiries, applications, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations (whether, for greater certainty, by a Governmental Authority or any other Person) shall be commenced, pending or threatened and no Applicable Law shall have been proposed, enacted, promulgated or applied, in either case:

seeking to cease trade, restrict, enjoin, prohibit, materially delay or impose material conditions on the Arrangement or the transactions contemplated therein or herein or any of the material terms and conditions of any transaction contemplated by this Agreement or seeking to obtain from ENF any material damages directly or indirectly in connection with the Arrangement;

seeking to cease trade, restrict, enjoin, prohibit, materially delay or impose material conditions on the rights of Enbridge to own, hold or exercise full rights of ownership over the ENF Shares upon the completion of the Arrangement or conduct the business conducted by ENF;

seeking to prohibit or restrict the completion of the Arrangement in accordance with the terms hereof or otherwise relating to the Arrangement;

seeking to prohibit or limit the ownership or operation by ENF, Enbridge or any of their respective affiliates of any material portion of the business or assets of ENF or to compel Enbridge or any of its affiliates to dispose or divest of or hold separate any material portion of the business or assets of ENF; or

seeking to prohibit Enbridge or any of its affiliates from effectively controlling in any material respect the business or operations of ENF,

holders of not more than 10% of the issued and outstanding ENF Shares shall have exercised Dissent Rights in relation to the Arrangement; and

ENF shall have delivered a mutual release, in form and substance satisfactory to Enbridge, duly executed by each director and officer of ENF as requested by Enbridge.

Additional Conditions to Obligations of ENF

all covenants of Enbridge under this Agreement to be performed on or before the Effective Time (without giving effect to, applying or taking into consideration any Material

the representations and warranties of Enbridge set forth in this Agreement were true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time (except for representations and warranties as of a specified date, the accuracy of which shall be determined as of that specified date), except to the extent that the failure or failures of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored), and ENF shall have received a certificate of Enbridge addressed to ENF and dated the Effective Time, signed on behalf of Enbridge by two senior executive officers of Enbridge (on Enbridge’s behalf and without personal liability), confirming the above as at the Effective Time;

Enbridge shall have furnished ENF with certified copies of the resolutions duly passed by the Enbridge Board approving this Agreement and the consummation of the transactions contemplated by this Agreement;

Enbridge shall have deposited or caused to be deposited in escrow with the Depositary the aggregate Cash Consideration that will be payable to the ENF Shareholders under the Arrangement in accordance with Section 2.13, and ENF shall have received written confirmation of the receipt of such funds by the Depositary; and

no Material Adverse Change in respect of Enbridge shall have occurred after the date hereof.

Notice and Effect of Failure to Comply with Conditions

Each Party shall give prompt notice to the other of the occurrence, or failure to occur of any event or state of facts which occurrence or failure would, or would reasonably be likely to:

cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to or at the Effective Time.

Enbridge may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and ENF may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(d)(i), unless the Party seeking to terminate the Agreement (the “Terminating Party”) has delivered a written notice (the “Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party

Notwithstanding anything else contained herein, Enbridge shall not be entitled to exercise any right under this Agreement or claim a remedy available to it hereunder as a result of, or in relation to, Enbridge Management Services Inc. failing to take any action required by it in its capacity as the manager pursuant to the Management and Administrative Services Agreement dated December 17, 2010 between ENF and Enbridge Management Services Inc.

Satisfaction of Conditions

Enbridge Damages

by Enbridge pursuant to Subsection 8.2(c)(i), 8.2(c)(ii) or 8.2(c)(iii);

by ENF or Enbridge pursuant to Subsection 8.2(b)(i) or Subsection 8.2(b)(ii), but prior to such termination an Acquisition Proposal shall have been announced, made or otherwise publicly disclosed (and not withdrawn) prior to the date proposed for the ENF Meeting and the ENF Shareholders do not approve the Arrangement or the Arrangement is not submitted for their approval, and thereafter ENF shall have entered into or become party to a contract with respect to any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to above) within nine months of the date of such termination by ENF or Enbridge; or

by ENF pursuant to Subsection 8.2(d)(ii),

ENF Damages

Injunctive Relief and Remedies

Amendment

Waiver

Term

Termination

by mutual written agreement of the Parties;

by either Party:

if the Effective Time has not occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this clause shall not be available to any Party whose failure to fulfill any of its obligations in this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or prior to the Outside Date;

if the Arrangement Resolution is not approved by the ENF Shareholders at the ENF Meeting (or any adjournment or postponement thereof) in accordance with the Interim Order; or

if any Applicable Law makes the consummation of the Arrangement or the transactions contemplated by this Agreement illegal or otherwise prohibited, and such Applicable Law has become final and non-appealable;

by Enbridge:

if:

the ENF Board shall have failed to publicly recommend this Agreement or the Arrangement in the manner contemplated by Section 2.5;

the ENF Board shall have withdrawn or qualified, amended or modified in a manner adverse to Enbridge, the approval or recommendation of the Arrangement by the ENF Board;

the ENF Board fails to publicly reaffirm its recommendation of this Agreement and the Arrangement within three Business Days after the public announcement of any Acquisition Proposal or within two Business Days after having been requested to do so by Enbridge;

ENF or the ENF Board accepts, approves, endorses or recommends an Acquisition Proposal; or

ENF or the ENF Board enters into any agreement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Subsection 3.4(b)(vi));

subject to Section 5.4, if ENF breaches any of its representations or warranties, or fails to perform any covenant or agreement made by it in this Agreement, which breach or breaches would cause any condition set forth in Section 5.1 or Section 5.2 not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.4, except that the right to terminate this Agreement under this clause shall not be available to Enbridge if it is then in breach of this Agreement so as to cause, or result in, any condition in Section 5.1 or Section 5.2 not to be satisfied;

if ENF breaches any of its covenants or agreements in any material respect in Section 3.4; or

if after the date of this Agreement, there occurs a Material Adverse Effect in respect of ENF; or

by ENF:

subject to Section 5.4, if Enbridge breaches any of its representations or warranties, or fails to perform any covenant or agreement made by it in this Agreement, which breach or breaches would cause any condition set forth in Section 5.1 or Section 5.3 not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.4, except that the right to terminate this Agreement under this clause shall not be available to ENF if it is then in breach of this Agreement so as to cause, or result in, any condition in Section 5.1 or Section 5.3 not to be satisfied; or

if the ENF Board accepts, approves or recommends, or ENF enters into any agreement with respect to, a Superior Proposal in compliance with the provisions of Subsection 3.4(d), provided that ENF concurrently will have delivered to Enbridge written confirmation that the ENF Board has accepted, approved or recommended, or ENF has entered into such agreement relating to, such Superior Proposal, and that ENF has previously or concurrently will have paid to Enbridge the Enbridge Damages Fee.

Notices

(a)     Enbridge, addressed to:

Enbridge Inc.

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Attention:

E-mail:

with a copy to (which shall not constitute notice):

and to:

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Attention:

E-mail:

(b)     ENF, addressed to:

Enbridge Income Fund Holdings Inc.

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Attention:

E-mail:

with a copy to (which shall not constitute notice):

Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP

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Attention:

Email:

Assignment and Enurement

Costs

Severability

Further Assurances

Time of Essence

Governing Law

Third Party Beneficiaries

Counterparts

Survival

Definitions

Authority” means:

any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau or agency, domestic or foreign;

any subdivision, agency, agent or authority of any of the foregoing; or

any quasi-governmental or private body, including any tribunal, commission, regulatory agency, stock exchange or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing including, for greater certainty, the Securities Authorities, the TSX and the NYSE;

Sections and Headings

Number, Gender and Persons

Statutory References

Date for Any Action

Arrangement Agreement and Effect of Arrangement

Arrangement

notwithstanding the terms of the ENF Shareholder Rights Plan and any agreements related thereto, the ENF Shareholder Rights Plan shall terminate and cease to have any further force or effect and the ENF SRPs shall be cancelled without any payment in respect thereof and ENF shall have no liabilities or obligations under the ENF Shareholder Rights Plan, the ENF SRPs or any agreement related thereto;

the ENF Shares held by Dissenting Shareholders shall be deemed to be, without any further act or formality by the holders thereof, transferred to Enbridge (free and clear of all liens, claims and encumbrances) in consideration for a debt claim against Enbridge for the amount determined in accordance with Section 3.1 hereof; and

such Dissenting Shareholders shall cease to be the holders of such ENF Shares and to have any rights as holders of such ENF Shares other than the right to be paid fair value for such ENF Shares as set out in Section 3.1;

such Dissenting Shareholders’ names shall be removed as the holders of such ENF Shares from the registers of ENF Shares maintained by or on behalf of ENF; and

Enbridge shall be deemed to be the transferee of such ENF Shares (free and clear of all liens, claims and encumbrances) and shall be entered into the registers of ENF Shares maintained by or on behalf of ENF;

all of the ENF Shares held by each ENF Electing Shareholder who so elects in a Filed Letter of Transmittal with respect to such ENF Shares shall be and shall be

each ENF Electing Shareholder shall cease to be the holder of, and to have any rights as holders of, such ENF Shares other than the right to receive, for each ENF Share, 0.7350 of an Enbridge Share and to be paid the Cash Consideration in accordance with this Plan of Arrangement;

the name of such ENF Electing Shareholder shall be removed from the register of ENF Shares maintained by or on behalf of ENF;

Enbridge shall be deemed to be the transferee of such ENF Shares (free and clear of all liens, claims and encumbrances) and shall be entered into the register of the ENF Shares maintained by or on behalf of ENF; and

Enbridge shall allot and issue to such ENF Electing Shareholder 0.7350 of a fully paid and non-assessable Enbridge Share in respect of each ENF Share so transferred by such ENF Electing Shareholder on the basis set forth in this Subsection 2.2(c) and the name of such ENF Electing Shareholder shall be added to the register of the holders of Enbridge Shares on the Effective Date;

a fraction of each ENF Share held by an ENF Shareholder (other than Enbridge and other than Dissenting Shareholders and ENF Electing Shareholders) that is equal to the Cash Consideration ENF Share shall be and shall be deemed to be, without any further action by or on behalf of the ENF Shareholder, transferred to Enbridge (free and clear of all liens, claims and encumbrances) and each ENF Shareholder whose Cash Consideration ENF Shares are so transferred shall be entitled to receive from Enbridge, for each Cash Consideration ENF Share so transferred, a cash payment equal to the Cash Consideration; and

the holders of such Cash Consideration ENF Shares shall cease to be the holders thereof and to have any rights as holders of the Cash Consideration ENF Shares other than the right to be paid the Cash Consideration for each Cash Consideration ENF Share in accordance with this Plan of Arrangement;

such holders’ names shall, in respect of such Cash Consideration ENF Shares, be removed from the register of ENF Shares maintained by or on behalf of ENF;

Enbridge shall be deemed to be the transferee of such Cash Consideration ENF Shares (free and clear of all liens, claims and encumbrances) and shall, in respect of such Cash Consideration ENF Shares, be entered into the register of the ENF Shares maintained by or on behalf of ENF; and

a fraction of each ENF Share held by an ENF Shareholder (other than Enbridge and other than Dissenting Shareholders and ENF Electing Shareholders) that is equal to the Share Consideration ENF Share shall be and shall be deemed to be, without any further action by or on behalf of the ENF Shareholder, transferred to Enbridge (free and clear of all liens, claims and encumbrances) and each ENF Shareholder whose Share Consideration ENF Shares are so transferred shall be entitled to receive, receive, subject to Section 2.3, from Enbridge, for each Share Consideration ENF Share so transferred, 0.7350 of an Enbridge Share; and

the holders of such Share Consideration ENF Shares shall cease to be the holders thereof and to have any rights as holders of such Share Consideration ENF Shares other than the right to receive 0.7350 of an Enbridge Share for each Share Consideration ENF Share in accordance with this Plan of Arrangement;

such holders’ names shall, in respect of the Share Consideration ENF Shares, be removed from the register of ENF Shares maintained by or on behalf of ENF;

Enbridge shall be deemed to be the transferee of such Cash Consideration ENF Shares (free and clear of all liens, claims and encumbrances) and shall, in respect of such Share Consideration ENF Shares, be entered into the register of the ENF Shares maintained by or on behalf of ENF; and

Enbridge shall allot and issue to such holder 0.7350 of a fully paid and non-assessable Enbridge Share in respect of each Share Consideration ENF Share so transferred by such holder on the basis set forth in this Subsection 2.2(e) and the name of such holder shall be added to the register of the holders of Enbridge Shares on the Effective Date.

Fractional Shares

U.S. Securities Act Exemption

Income Tax Election

are ultimately entitled to be paid fair value for their ENF Shares shall: (i) be deemed not to have participated in the transactions in Section 2.2 hereof, other than the transaction in Subsection 2.2(b); (ii) be entitled to be paid an amount equal to such fair value by Enbridge; and (iii) not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shareholders not exercised their Dissent Rights in respect of such ENF Shares; or

are ultimately not entitled, for any reason, to be paid fair value for their ENF Shares shall: (i) be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of ENF Shares who is not an ENF Electing Shareholder; and (ii) be entitled to receive only the consideration contemplated in Subsection 2.2(d) and Subsection 2.2(e) that such ENF Shareholders would have received pursuant to the Arrangement if such ENF Shareholders had not exercised Dissent Rights and were not ENF Electing Shareholders,

Deposit of Cash Consideration and Enbridge Shares

Delivery of Enbridge Shares and Cash Consideration by Depositary

Rights of Holders

Registration of Enbridge Shares

Lost Certificates

Distributions with Respect to Unsurrendered Certificates

Termination of Rights

the arrangement (the “Arrangement”) under section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of ENF, pursuant to the arrangement agreement (the “Arrangement Agreement”) between ENF and Enbridge Inc. (“Enbridge”) dated September 17, 2018, all as more particularly described and set forth in the management proxy circular of ENF dated October ●, 2018 (the “Information Circular”) accompanying the notice of meeting (as the Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted;

the plan of arrangement of ENF (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is attached as Appendix ● to the Information Circular, is hereby authorized, approved, ratified and confirmed;

ENF be and is hereby authorized to apply for a final order from the Court of Queen’s Bench of Alberta (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and described in the Information Circular);

notwithstanding that this resolution has been duly passed and/or has received the approval of the Court, the board of directors of ENF may, at their discretion and without further notice to or approval of the shareholders of ENF: (i) amend or terminate the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and approved by the Court; or (ii) subject to the terms of the Arrangement Agreement, determine not to proceed with the Arrangement and revoke this resolution at any time prior to the filing of articles of arrangement giving effect to the Arrangement;

any director or officer of ENF is hereby authorized, for and on behalf of ENF, to execute and file with the Registrar under the ABCA the articles of arrangement and such other documents as are necessary to give effect to the Arrangement in accordance with the Arrangement Agreement, and to execute, with or without the corporate seal, and, if appropriate, deliver all other documents and instruments and to do all other things as in the opinion of such director or officer may be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such document or instrument, and the taking of any such action; and

all actions heretofore taken by or on behalf of ENF in connection with any matter referred to in any of the foregoing resolutions which were in furtherance of the Arrangement are hereby approved, ratified and confirmed in all respects.