Amended and Restated Underwriting AgreementCenovus Energy Inc. • February 24th, 2015 • Crude petroleum & natural gas • Alberta
RBC Dominion Securities Inc. and TD Securities Inc., as co-lead underwriters (the "Co-Lead Underwriters"), BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., Barclays Capital Canada Inc., J.P. Morgan Securities Canada Inc., Merrill Lynch Canada Inc., Credit Suisse Securities (Canada), Inc., Morgan Stanley Canada Limited, AltaCorp Capital Inc., BNP Paribas (Canada) Securities Inc., Desjardins Securities Inc., Cormark Securities Inc., FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd., National Bank Financial Inc., Peters & Co. Limited, Raymond James Ltd., and UBS Securities Canada Inc. (together with the Co-Lead Underwriters, the "Underwriters") understand that Cenovus Energy Inc. (the "Corporation") proposes to issue and sell 67,500,000 Common Shares (as hereinafter defined) (the "Firm Shares"). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the
