SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENTShareholder Protection Rights Plan Agreement • September 19th, 2024 • Greenfire Resources Ltd. • Crude petroleum & natural gas • Alberta
GREENFIRE RESOURCES LTD., a corporation existing under the Business Corporation Act (Alberta) (hereinafter referred to as the “Corporation”)
WARRANT AGREEMENTWarrant Agreement • September 27th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 20, 2023, is by and between Greenfire Resources Ltd., an Alberta corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, collectively, the “Warrant Agent”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACES WITH [REDACTED], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIALCredit Agreement • September 27th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas • Alberta
GREENFIRE RESOURCES LTD., a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the “Borrower”),
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 21st, 2023 • Greenfire Resources Ltd.
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 30, 2022, among Greenfire Resources Inc. (formerly GAC HoldCo Inc.), an Alberta corporation (the “Company”), Greenfire Resources Operating Corporation (“GROC”), Greenfire Resources Employment Corporation (formerly 2373525 Alberta Ltd.) (“Serviceco”), Hangingstone Expansion (GP) Inc. (“Hangingstone Expansion”), Hangingstone Expansion Limited Partnership (“Hangingstone Expansion LP”), Hangingstone Demo (GP) Inc. (“Hangingstone Demo”), Hangingstone Demo Limited Partnership (“Hangingstone Demo LP”, and together with GROC, Serviceco, Hangingstone Expansion, Hangingstone Expansion LP and Hangingstone Demo, collectively the “Guarantors” and each a “Guarantor”), each a direct or indirect subsidiary of the Company, The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, the “Co- Trustee”) and BNY Trust Company of Canada, as
AMENDED AND RESTATED MARKETING AGREEMENT AMENDING AGREEMENTMarketing Agreement • January 22nd, 2024 • Greenfire Resources Ltd. • Crude petroleum & natural gas
TRAFIGURA CANADA LIMITED, a corporation having an office in the City of Calgary, Alberta (“Trafigura”, and collectively with GROC, the “Parties”, and either of them, a “Party”)
GAC HOLDCO INC. 12.000% SENIOR SECURED NOTES DUE 2025 INDENTURE Dated as of August 12, 2021 The Guarantors party hereto from time to time The Bank of New York Mellon as Trustee BNY Trust Company of Canada as Canadian Co-Trustee BNY Trust Company of...Indenture • April 21st, 2023 • Greenfire Resources Ltd. • New York
INDENTURE, dated as of August 12, 2021, among GAC HoldCo Inc., a corporation formed under, and governed by, the laws of the Province of Alberta, Canada (the “Company”), the Guarantors party hereto from time to time (the “Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”), BNY Trust Company of Canada, as Canadian Co-Trustee (in such capacity, the “Canadian Co-Trustee”) and BNY Trust Company of Canada, as Notes collateral agent (in such capacity, the “Notes Collateral Agent”) and any and all successors thereto.
AMENDED AND RESTATED MARKETING AGREEMENT AMENDING AGREEMENTMarketing Agreement • January 22nd, 2024 • Greenfire Resources Ltd. • Crude petroleum & natural gas
AND WHEREAS effective as of January 31, 2022, Trafigura Partnership assigned all of its rights, title and interest in and to the Marketing Agreement to Trafigura;
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 21st, 2023 • Greenfire Resources Ltd.
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 29, 2021, among GAC HoldCo Inc., an Alberta corporation (the “Company”), 2373525 Alberta Ltd. (“2373525”), Hangingstone Expansion (GP) Inc. (“Hangingstone Expansion”), Hangingstone Demo (GP) Inc. (“Hangingstone Demo”), Hangingstone Expansion Limited Partnership (“Hangingstone Expansion LP”) and Hangingstone Demo Limited Partnership (“Hangingstone Demo LP”, and together with 2373525, Hangingstone Expansion, Hangingstone Demo and Hangingstone Expansion LP, collectively the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), each a direct or indirect subsidiary of the Company, The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, the “Co- Trustee”) and BNY Trust Company of Canada, as Notes collateral agent (in such capacity, the “Notes Collateral Agent”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 27th, 2024 • Greenfire Resources Ltd. • Crude petroleum & natural gas • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of September 20, 2023, is made and entered into by Greenfire Resources Ltd., an Alberta corporation (the “Company”), M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”), certain former shareholders of Greenfire Resources Inc., an Alberta corporation (“Greenfire”), who received Company Common Shares and/or Company Warrants pursuant to the Business Combination Agreement, set forth on Schedule 1 hereto (such holders, the “Greenfire Holders”) and the parties set forth on Schedule 2 hereto (collectively, the “Investor Holders” and, collectively with the Sponsor, the Greenfire Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Business Combination Agreement (as defined below).
GREENFIRE RESOURCES INC., GREENFIRE RESOURCES OPERATING CORPORATION, HANGINGSTONE EXPANSION LIMITED PARTNERSHIP AND HANGINGSTONE DEMO LIMITED PARTNERSHIP collectively, as Pledgors and TRAFIGURA CANADA limited and TRAFIGURA TRADING LLC collectively, as...Reserve Account Security Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas • Alberta
This first amending agreement to reserve account security agreement (this “Amending Agreement”) dated as of March 23, 2023 is made among Greenfire Resources Inc., Greenfire Resources Operating Corporation, Hangingstone Expansion Limited Partnership and Hangingstone Demo Limited Partnership (collectively, the “Pledgors”) and Trafigura Canada Limited and Trafigura Trading LLC (collectively, the “Secured Creditors”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • April 21st, 2023 • Greenfire Resources Ltd. • Alberta
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 15, 2022, among Greenfire Resources Inc. (formerly GAC HoldCo Inc.), an Alberta corporation (the “Company”), Greenfire Resources Operating Corporation (“GROC”), Greenfire Resources Employment Corporation (formerly 2373525 Alberta Ltd.) (“Serviceco”), Hangingstone Expansion (GP) Inc. (“Hangingstone Expansion”), Hangingstone Expansion Limited Partnership (“Hangingstone Expansion LP”), Hangingstone Demo (GP) Inc. (“Hangingstone Demo”), Hangingstone Demo Limited Partnership (“Hangingstone Demo LP”, and together with GROC, Serviceco, Hangingstone Expansion, Hangingstone Expansion LP and Hangingstone Demo, collectively the “Guarantors” and each a “Guarantor”), each a direct or indirect subsidiary of the Company, The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, the “Co-Trustee”) and BNY Trust Company of Canada, as
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 21st, 2023 • Greenfire Resources Ltd.
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 31, 2022, among Greenfire Resources Inc. (formerly GAC HoldCo Inc.), an Alberta corporation (the “Company”), Greenfire Resources Operating Corporation (“GROC”), Greenfire Resources Employment Corporation (formerly 2373525 Alberta Ltd.) (“Serviceco”), Hangingstone Expansion (GP) Inc. (“Hangingstone Expansion”), Hangingstone Expansion Limited Partnership (“Hangingstone Expansion LP”), Hangingstone Demo (GP) Inc. (“Hangingstone Demo”), Hangingstone Demo Limited Partnership (“Hangingstone Demo LP”, and together with GROC, Serviceco, Hangingstone Expansion, Hangingstone Expansion LP and Hangingstone Demo, collectively the “Guarantors” and each a “Guarantor”), each a direct or indirect subsidiary of the Company, The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, the “Co- Trustee”) and BNY Trust Company of Canada, a
INDEMNITY AGREEMENTIndemnification Agreement • April 21st, 2023 • Greenfire Resources Ltd. • Alberta
GREENFIRE RESOURCES Inc., a corporation amalgamated under the laws of the Province of Alberta (hereinafter called the “Corporation”)
AMENDED AND RESTATED MARKETING AGREEMENT AMENDING AGREEMENTMarketing Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas
TRAFIGURA CANADA LIMITED, a corporation having an office in the City of Calgary, Alberta (“Trafigura”, and collectively with GROC, the “Parties”, and either of them, a “Party”)
LOCK-UP AGREEMENTLock-Up Agreement • March 27th, 2024 • Greenfire Resources Ltd. • Crude petroleum & natural gas • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 20, 2023, by and between Greenfire Resources Inc., an Alberta corporation (the “Company”), and each of M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”) and the Persons set forth on Schedule 1 hereto (the “Company Holders”). The Sponsor, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
GREENFIRE RESOURCES LTD. 12.000% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of September 20, 2023 The Guarantors party hereto from time to time The Bank of New York Mellon as Trustee BNY Trust Company of Canada as Canadian Co- Trustee...Indenture • September 27th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas • New York
INDENTURE, dated as of September 20, 2023, among Greenfire Resources Ltd., a corporation formed under, and governed by, the laws of the Province of Alberta, Canada (the “Company”), the Guarantors party hereto from time to time (the “Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”), BNY Trust Company of Canada, as Canadian Co-Trustee (in such capacity, the “Canadian Co-Trustee”) and Computershare Trust Company of Canada, as collateral agent (in such capacity, the “Collateral Agent”) and any and all successors thereto.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 21st, 2023 • Greenfire Resources Ltd.
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 16, 2021, among HE Acquisition Corporation (“HEAC”), a subsidiary of GAC HoldCo Inc., an Alberta corporation (the “Company”), Greenfire Resources Operating Corporation (“GROC” and together with HEAC, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), a subsidiary of the Company, the Company, The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, the “Co-Trustee”) and BNY Trust Company of Canada, as Notes collateral agent (in such capacity, the “Notes Collateral Agent”).
ContractAssignment and Assumption Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement"), dated as of [_____], 2023 (the “Effective Date”), among M3-Brigade Acquisition III Corp., a Delaware corporation (“MBSC”), Greenfire Resources Ltd., an Alberta corporation (“New Greenfire”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”).
Trafigura Canada General Partnership devon tower, 3450, 400 3 avenue sw calgary, AB T2P 4H2Crude Oil Purchase and Sale Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas
This Confirmation and the attached “General Terms – Crude Oil Purchase and Sale Agreement” amends and restates a confirmation and the attached “General Terms – Crude Oil Purchase and Sale Agreement” dated September 17, 2021 among Trafigura Canada General Partnership, Japan Canada Oil Sands Limited and Greenfire Acquisition Corporation (the “Agreement”) whereby Buyer agrees to purchase and accept and Seller agrees to sell and deliver under the following terms and conditions:
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 21st, 2023 • Greenfire Resources Ltd.
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 14, 2022, among Greenfire Resources Inc. (formerly GAC HoldCo Inc.), an Alberta corporation (the “Company”), Greenfire Resources Operating Corporation (“GROC”), Greenfire Resources Employment Corporation (formerly 2373525 Alberta Ltd.) (“Serviceco”), Hangingstone Expansion (GP) Inc. (“Hangingstone Expansion”), Hangingstone Expansion Limited Partnership (“Hangingstone Expansion LP”), Hangingstone Demo (GP) Inc. (“Hangingstone Demo”), Hangingstone Demo Limited Partnership (“Hangingstone Demo LP”, and together with GROC, Serviceco, Hangingstone Expansion, Hangingstone Expansion LP and Hangingstone Demo, collectively the “Guarantors” and each a “Guarantor”), each a direct or indirect subsidiary of the Company, The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, the “Co-Trustee”) and BNY Trust Company of Canada
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACES WITH FIVE ASTERISKS [*****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIALCondensate Purchase and Sale Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas
This Confirmation and the attached “General Terms – Condensate Purchase and Sale Agreement” forms an agreement (the “Agreement”) whereby Buyer agrees to purchase and accept and Seller agrees to sell and deliver under the following terms and conditions:
AMENDED AND RESTATED MARKETING AGREEMENT AMENDING AGREEMENTMarketing Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas
TRAFIGURA CANADA LIMITED, a corporation having an office in the City of Calgary, Alberta (“Trafigura”, and collectively with GROC, the “Parties”, and either of them, a “Party”)
MARKETING AGREEMENT AMENDING AGREEMENTMarketing Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas
TRAFIGURA CANADA LIMITED, a corporation having an office in the City of Calgary, Alberta (“Trafigura”, and collectively with GROC, the “Parties”, and either of them, a “Party”)
TRAFIGURA TRAFIGURA CANADA GENERAL PARTNERSHIP DEVON TOWER, 3450,4003 AVENUE SW CALGARY, ABTIP 4H2Crude Oil Purchase Sale Agreement • August 7th, 2023 • Greenfire Resources Ltd. • Crude petroleum & natural gas
This Amended and Restated Confirmation and the attached “General Terms - Crude Oil Purchase Sale Agreement - Wellhead” forms an agreement (the “Agreement”) whereby Buyer agrees to purchase and accept and Seller agrees to sell and deliver under the following terms and conditions:
AMENDED AND RESTATED SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENTShareholder Protection Rights Plan Agreement • December 10th, 2024 • Greenfire Resources Ltd. • Crude petroleum & natural gas • Alberta
GREENFIRE RESOURCES LTD., a corporation existing under the Business Corporation Act (Alberta) (hereinafter referred to as the “Corporation”)
