STANDSTILL AGREEMENTStandstill Agreement • January 12th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
WHEREAS Cenovus and Husky Energy Inc. ("Husky") have, concurrently with the execution and delivery of this Agreement, entered into an arrangement agreement (as the same may be amended, modified or supplemented from time to time, the "Arrangement Agreement"), regarding a proposed arrangement under section 193 of the Business Corporations Act (Alberta) involving Husky, Cenovus and the shareholders of Husky (as the same may be amended, modified or supplemented from time to time, the "Arrangement");
SUPPORT AGREEMENTSupport Agreement • January 12th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
HUTCHISON WHAMPOA EUROPE INVESTMENTS S.À R.L., a société à responsibilité limitée existing under the laws of Luxembourg (the "Shareholder")
ARRANGEMENT AGREEMENTArrangement Agreement • January 12th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
WHEREAS Cenovus and Husky wish to complete a transaction involving (i) the acquisition by Cenovus of all the issued and outstanding Husky Common Shares in exchange for Cenovus Common Shares and Cenovus Warrants, and (ii) if the Preferred Share Condition is satisfied prior to the Effective Time, the acquisition by Cenovus of all the issued and outstanding Husky Preferred Shares in exchange for Cenovus Preferred Shares, all in accordance with the terms set out herein;
