GREENFIRE RESOURCES LTD a corporation existing under the Business Corporation Act (Alberta) (hereinafter referred to as the “Corporation”) OF THE FIRST PART AND ODYSSEY TRUST COMPANY, a trust company existing under the laws of Canada and registered to carry on business in the Province of Alberta (hereinafter referred to as the “Rights Agent”) OF THE SECOND PART
GREENFIRE RESOURCES LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO GREENFIRE RESOURCES INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO GREENFIRE RESOURCES OPERATING CORPORATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO GREENFIRE RESOURCES EMPLOYMENT CORPORATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO HANGINGSTONE EXPANSION (GP) INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO HANGINGSTONE DEMO (GP) INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO HANGINGSTONE EXPANSION LIMITED PARTNERSHIP, by its general partner, HANGINGSTONE EXPANSION (GP) INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO HANGINGSTONE DEMO LIMITED PARTNERSHIP, by its general partner, HANGINGSTONE DEMO (GP) INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO THE BANK OF NEW YORK MELLON as Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President BNY TRUST COMPANY OF CANADA, as Canadian Co-Trustee By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President COMPUTERSHARE TRUST COMPANY OF CANADA, as Collateral Agent By: /s/ Xxx-Xxxx Xxxx Name: XXX-XXXX XXXX Title: CORPORATE TRUST OFFICER /s/ Xxxx Xxxxxxx XXXX XXXXXXX CORPORATE TRUST OFFICER EXHIBIT A FORM OF NOTE [Face of QIB / Regulation S Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of this Indenture] [Insert the Canadian Restricted Legend, if applicable pursuant to the provisions of this Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of this Indenture] CUSIP/ISIN [39525U AA5 / US39525UAA51]1 / [C41263 AA9 / USC41263AA96]2
GREENFIRE RESOURCES LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer HOLDER: M3-BRIGADE SPONSOR III LP By: M3-Brigade Acquisition Partners III Corp., its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Person HOLDER: XXXXX XXXXX By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx HOLDER: XXXXX XXXXX FAMILY TRUST By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Trustee By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Trustee HOLDER: SPICELO LIMITED By: /s/ xxxxxxx X. Xxxxxxxxxxxxx Name: xxxxxxx X. Xxxxxxxxxxxxx Title: Director HOLDER: ANNAPURNA LIMITED By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director HOLDER: MODRO HOLDINGS LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager HOLDER: XXXXXX XXXXX By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx HOLDER: XXXXXX XXXXX FAMILY TRUST By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Trustee By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Trustee HOLDER: XXXXXX SERVICES LIMITED By: /s/ Xxxxx Xxxxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Title: Director By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Director SCHEDULE 1 COMPANY HOLDERS
GREENFIRE RESOURCES LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Financial Officer HOLDER: M3-Brigade Sponsor III LP By: M3-Brigade Acquisition Partners III Corp., its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Person HOLDER: Thebes Offshore Master Fund, LP By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President & COO HOLDER: Luxor Gibraltar, LP - Series I By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President & COO HOLDER: Luxor Capital Partners, LP By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President & COO HOLDER: Luxor Capital Partners Offshore Master Fund, LP By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President & COO HOLDER: Trafigura Canada Limited By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director HOLDER: CF Principal Investments LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Global COO
GREENFIRE RESOURCES LTD. By: Name: Title: HOLDER: M3-BRIGADE SPONSOR III LP By: M3-Brigade Acquisition Partners III Corp., its general partner By: Name: Title: HOLDER: [NAME] By: Name: Title: SCHEDULE 1 COMPANY HOLDERS
GREENFIRE RESOURCES LTD. By: Name: Title: HOLDER: M3-Brigade Sponsor III LP By: Name: Title: HOLDER: [●] By: Name: Title: Schedule 1 Greenfire Holders
GREENFIRE RESOURCES LTD. Per: Name: Title: Guarantee (Greenfire Resources Ltd. Credit Agreement) SCHEDULE I BORROWER AND SUBSIDIARIES Borrower: Legal Name Jurisdiction of Formation Location of Chief Executive Office Location of Business and Material Real Property and Tangible Personal Property and Assets Shareholder/ Unitholder Trade Names Greenfire Resources Ltd. Alberta 1900 – 000 0xx Xxxxxx XX Xxxxxxx, XX X0X 0X0 Alberta Publicly traded company None Subsidiaries: [redacted] SCHEDULE J LIST OF FINANCING STATEMENTS ALBERTA PERSONAL PROPERTY REGISTRY [redacted] SCHEDULE K LIST OF EXISTING XXXXXXX XXXXX XXXXXX [redacted] SCHEDULE L LIST OF EXISTING LETTERS OF CREDIT [redacted]
GREENFIRE RESOURCES LTD a corporation formed under, and governed by, the laws of the Province of Alberta, Canada (the “Company”), promises to pay interest on the principal amount of this Note at a rate of 12.000% per year, payable semi-annually in arrears on the Interest Payment Dates set forth on the face of this Note to the Holders of record on the immediately preceding Record Date, as set forth on the face of this Note. Interest on the Notes will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing Default in the payment of interest and if this Note is authenticated between a Record Date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid, from September 20, 2023. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest (including post-petition interest in any proceeding under any Insolvency Laws) on overdue principal, premium, if any, and interest (without regard to any applicable grace period) from time to time on demand at the rate equal to 1.0% per annum in excess of 12.000% to the extent lawful. Interest not paid when due, and any interest on principal, premium or interest not paid when due, will be paid to Persons who are Holders on a special record date to be fixed by the Company, provided, that no such special record date may be less than 10 days prior to the related payment date. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will send or cause to be sent to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. All reference to “interest” in this Note and the Indenture mean the initial interest rate borne by the Notes and any increases in that rate due to defaulted interest (unless the Indenture states otherwise).
GREENFIRE RESOURCES LTD a corporation subsisting under the laws of the Province of Alberta (hereinafter sometimes referred to as the “Borrower”), OF THE THIRD PART, BANK OF MONTREAL, a chartered bank, as agent of the Lenders (hereinafter referred to as the “Agent”), OF THE FOURTH PART.
GREENFIRE RESOURCES LTD promises to pay to Cede & Co., or its registered assigns, the principal sum of _____________________________________________________DOLLARS ($[ ]), or such other amount as indicated on the Schedule of Exchanges of Interests in the Global Note attached hereto, on October 1, 2028. Interest Rate: 12.000% per annum Interest Payment Dates: April 1 and October 1, commencing April 1, 2024 Record Dates: March 15 and September 15 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place. Dated: September 20, 2023 1 144A 2 Regulation S
