Lawson Lundell LLP

2020 Canadian Public Energy M&A Review (FINAL)

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Lawson Lundell LLP 35 32. What are the material conditions to the obligations of the Target to close? Uncommon (10-40%) The Purchaser provided copies of all documents required by agreement The Purchaser paid or deposited the purchase consideration No material adverse action taken by any governmental authority against the Purchaser No proceedings against the Target expected to have material adverse effect on the Target or impede consummation of the transaction Rare (less than 10%) Releases provided to the directors or officers of the Target Particular debt or liability of the Purchaser does not exceed specified threshold The Purchaser's working capital is not less than a specified amount The Purchaser's production is not less than a specified amount The Purchaser's tax pools are not less than specified amount The Purchaser's outstanding shares do not exceed a specified amount The Purchaser's shares issued to the Target's shareholders will not be subject to any hold period 33. Does the "Material Adverse Effect" definition include adverse effects on the Target's ability to perform its obligations under the transaction agreement? (a) No (66%) (b) Yes (34%) 34. What events cannot give rise to a "Material Adverse Effect"? Standard (80%+) Changes affecting the oil & gas industry generally Changes in the Canadian economy Changes in global economic or political conditions Common (41-79%) Terrorism or related events Changes in law Changes in trading price or volume of the Purchaser or the Target shares Changes resulting from the announcement of the agreement Changes in accounting principles Events or changes previously disclosed to the Purchaser or disclosed publicly Natural disasters or acts of God Failure to meet internal or published projections Uncommon (10-40%) Actions taken with the consent of the Purchaser Rare (less than 10%) Exercise of the Target shareholder dissent right Termination of (or material change to) existing Target credit facility Target shareholder litigation

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