Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (2024)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month ofJune 2024

Commission File Number 001-36258

Veren Inc.

(Name of Registrant)

Suite 2000, 585 - 8th Avenue S.W.

Calgary, Alberta, T2P 1G1

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

Form 20-F☐Form40-F☒

SIGNATURE

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 25, 2024

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EXHIBIT INDEX

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Exhibit 99.1

VEREN INC.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

providing for the issue of senior unsecured notesfrom time to time

Dated as of June 21, 2024

TABLE OF CONTENTS

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Schedule “A”– Global Note Legend

Schedule “B” – Initial Guarantors

Schedule “C”– Form of Guarantee

Schedule “D”– Approved Banks

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TRUST INDENTURE

THIS INDENTURE is madeas of the 21st day of June, 2024.

BETWEEN:

VEREN INC., a corporation existing underthe laws of the Province of Alberta (the “Issuer”)

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COMPUTERSHARE TRUST COMPANY OF CANADA,a trust company existing under the federal laws of Canada and authorized to carry on business in all provinces of Canada (the “Trustee”)

WHEREAS, the Issuerwishes to create and issue senior unsecured notes in the manner provided in this Indenture;

AND WHEREAS, the Issuer,under the laws relating thereto, is duly authorized to create and issue the senior unsecured notes to be issued as herein provided;

AND WHEREAS, all necessaryresolutions of the directors of the Issuer have been duly passed and other proceedings taken and conditions complied with to make thecreation and issue of the senior unsecured notes proposed to be issued hereunder and this Indenture and the execution thereof legal, validand binding on the Issuer in accordance with the laws relating to the Issuer;

AND WHEREAS, the foregoingrecitals are made as representations and statements of fact by the Issuer and not by the Trustee.

NOW THEREFORE THIS TRUSTINDENTURE WITNESSES, and it is hereby covenanted, agreed and declared as follows:

Article1
INTERPRETATION

In this Indenture and in theNotes (as defined herein), unless there is something in the subject matter or context inconsistent therewith, the following expressionsshall have the respective meanings indicated:

“Additional Notes” means theNotes of any one or more Series, other than the initial issuance of Notes of each such Series.

“Affiliate” or “affiliate”means any person which, directly or indirectly, controls, is controlled by or is under common control with another person; and for thepurposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “undercommon control with”) means the power to direct or cause the direction of the management and policies of any person, whether throughthe ownership of Voting Shares or by contract or otherwise.

“Authorized Investment” meansshort-term interest-bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province of Canada or aCanadian chartered bank (which may include an Affiliate of the Trustee, for the purpose of this definition).

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“Beneficial Holder” means anyPerson who holds a beneficial interest in a Global Note as shown on the books of the Depository or a Participant.

“Board of Directors” means, withrespect to any Person, (a) in the case of any corporation, the board of directors of such Person and (b) in any other case, the functionalequivalent of the foregoing or, in each case, other than for purposes of the definition of “Change of Control,” any duly authorizedcommittee of such body.

“Book Entry Only Notes” meansNotes of a Series which, in accordance with (and subject to) the terms applicable to such Series, are to be held only by or on behalfof the Depository.

“Business Day” means a day otherthan a Saturday, Sunday or other day on which banking institutions in Calgary, Alberta and Toronto, Ontario are authorized or requiredby law to close.

“Canadian Government Obligations”means direct non-callable obligations of, or guaranteed by, the Government of Canada for the payment of which guarantee or obligationsthe full faith and credit of the Government of Canada is pledged.

“Capitalized Lease Obligation”of any Person means the obligations of such Person to pay rent or other amounts under a lease required to be capitalized for financialreporting purposes in accordance with GAAP, and the amount of such obligation shall be the capitalized amount thereof determined in accordancewith GAAP. Notwithstanding the foregoing, any lease (whether entered into before or after December 31, 2018) that would have been classifiedas an operating lease pursuant to GAAP as in effect on December 31, 2018 shall be deemed not to be a capitalized lease.

“CDS” means CDS Clearing andDepository Services Inc. and its successors.

“Central Register” has the meaningascribed to such term in Section 3.1.

“Certificate of the Issuer”,“Order of the Issuer” and “Request of the Issuer” mean, respectively, a written certificate, order andrequest signed in the name of the Issuer by any two Officers on behalf of the Issuer.

“Certified Resolution” meansa copy of a resolution certified by an Officer to have been duly passed by the Issuer Board and to be in full force and effect on thedate of such certification.

“Change of Control” means theoccurrence of any of the following events:

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For purposes of this definition, a Person shallnot be deemed to have beneficial ownership of securities subject to a stock or share purchase agreement, business combination, mergeror amalgamation agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

Notwithstanding the foregoing, a transaction willnot be deemed to involve a Change of Control under clause (b) above if (i) the Issuer becomes a direct or indirect wholly-owned Subsidiaryof a holding company and (ii) (A) the direct or indirect holders of the Voting Shares of such holding company immediately following thattransaction are substantially the same as the holders of the Issuer’s Voting Shares immediately prior to that transaction, or (B) immediatelyfollowing that transaction, the holders of the Issuer’s Voting Shares immediately prior to that transaction (or another holding companysatisfying the requirements of this sentence) are the beneficial owners, directly or indirectly, of more than 50% of the Voting Sharesof such holding company.

“Change of Control Offer” hasthe meaning ascribed to such term in Section 8.12.

“Change of Control Payment Date”has the meaning ascribed to such term in Section 8.12.

“Change of Control Purchase Price”has the meaning ascribed to such term in Section 8.12.

“Change of Control Triggering Event”means the occurrence of a Change of Control and a related Ratings Decline.

“Common Shares” means with respectto any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether votingor non-voting) of such Person’s common shares whether or not outstanding on the Issue Date, and includes, without limitation, all seriesand classes of such common shares in the capital of such Person.

“Compliance Certificate” meansa Certificate of the Issuer certifying that after reasonable investigation and inquiry the Issuer has complied with all covenants, conditionsor other requirements contained in this Indenture, the non-compliance of which would, with the giving of notice, lapse of time or otherwise,constitute an Event of Default hereunder, or, if such is not the case, setting forth with reasonable particulars the circ*mstances ofany failure to so comply and the steps taken or proposed to be taken to eliminate such circ*mstances and remedy such Event of Default,as the case may be.

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“Consolidated” means, when usedwith respect to any financial term, financial covenant, financial ratio or financial statement, such financial term, financial covenant,financial ratio or financial statement calculated, prepared or determined, as applicable, for the Issuer on a consolidated basis in accordancewith GAAP consistently applied.

“Consolidated Net Tangible Assets”means the total amount of assets of the Issuer on a consolidated basis after deducting therefrom: (a) all current liabilities (excludingany current liabilities which are by their terms extendible or renewable at the option of the obligor thereof to a time more than 12 monthsafter the time as of which the amount thereof is being computed); (b) all goodwill, trade names, trademarks, patents, unamortized debtdiscounts, and expenses and other similar intangibles; and (c) appropriate adjustments on account of minority interests of other personsholding Equity Interests of the Subsidiaries; in each case, as shown on the most recent annual audited or quarterly unaudited consolidatedbalance sheet of the Issuer computed in accordance with GAAP.

“Corporate Trust Office” meansthe corporate trust office of the Trustee in the Province of Alberta at which, at any particular time, its corporate trust business relatedto this Indenture shall be administered, which office, at the date hereof, is located at 800, 324 – 8^th Avenue SW, Calgary,Alberta, Canada T2P 2Z2.

“Counsel” means a barrister orsolicitor or firm of barristers and solicitors (who may be counsel for the Issuer) retained by the Trustee or retained by the Issuer andacceptable to the Trustee, acting reasonably.

“Credit Agreement” means thethird amended and restated revolving credit agreement made as of October 25, 2019 between the Issuer, as borrower, the “Agent”and the “Lenders” (each such term as defined thereunder), as such agreement may be amended, amended and restated, supplemented,replaced or otherwise modified from time to time, including any agreement or indenture exchanging, extending the maturity of, refinancing,renewing, replacing, substituting or otherwise restructuring all or any portion of the Indebtedness under such agreement or any successoror replacement agreement, regardless as to when any such agreement is entered into (including increasing the amount of available borrowingsthereunder or adding or removing Subsidiaries as borrowers or guarantors thereunder).

“DBRS” means Morningstar DBRS,a division of DBRS Inc., its affiliates and any successors thereto.

“Debt Account” means an accountor accounts established by the Issuer (and maintained by and subject to the control of the Trustee) for a Series pursuant to and in accordancewith this Indenture.

“Default” means (a) any Eventof Default or (b) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Depository” means, with respectto the Notes issuable or issued in the form of one or more Global Notes, the Person designated as depository by the Issuer pursuant tothis Indenture until a successor depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter“Depository” shall mean each Person who is then a depository under this Indenture.

“Environmental Laws” means alllaws relating in any way to the environment, preservation or reclamation of natural resources, the generation, use, handling, collection,treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any hazardous material, or healthand safety matters.

“Equity Interests” of anyPerson means (a) any and all shares or other equity interests (including Common Shares, preferred shares, limited liability companyinterests, trust units and partnership interests or units) in such Person, and (b) all rights to purchase, warrants or options(whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares orother interests in such Person, but excluding from all of the foregoing any debt securities convertible into Equity Interests,regardless of whether such debt securities include any right of participation with Equity Interests.

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“Event of Default” means anyof the events or circ*mstances specified in Section 8.1.

“Exchange Act” means the SecuritiesExchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Extraordinary Resolution” hasthe meaning ascribed to such term in Section 11.13.

“Fair Market Value” means (a)with respect to any asset or group of assets (other than a marketable security) at any date, the value of the consideration obtainablein a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged inan orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, or, if such asset shallhave been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlyingwhich have not materially changed since its date, the value set out in such appraisal, and (b) with respect to any marketable securityat any date, the closing sale price of such marketable security on the Business Day next preceding such date, as appearing in any publishedlist of a securities exchange or, if there is no such closing sale price of such marketable security, the final price for the purchaseof such marketable security at face value quoted on such Business Day by a financial institution of recognized standing which regularlydeals in securities of such type as evidenced by an appraisal from such institution.

“Fiscal Quarter” means any fiscalquarter of the Issuer.

“Fiscal Year” means any fiscalyear of the Issuer.

“Fitch” means Fitch Ratings Inc.,its affiliates and any successors thereto.

“Fraudulent Transfer Law” meansany applicable U.S. bankruptcy or insolvency law or any applicable U.S. state fraudulent transfer or conveyance law.

“GAAP” means generally acceptedaccounting principles, consistently applied, which are in effect in Canada from time to time and applicable to the Issuer, including IFRS.

“Global Note” or “GlobalNotes” means a Note or Notes representing the aggregate principal amount of a Series of Notes held by or on behalf of the Depository.

“Governmental Authority” meansthe Government of Canada, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, andany agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulatingfinancial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powersor functions of or pertaining to government.

“guarantee” means adirect or indirect guarantee by any Person of any Indebtedness of any other Person or any obligation or undertaking, direct orindirect, contingent or otherwise, of any Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of)Indebtedness of any other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchaseassets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in theordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (b) entered into forpurposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee againstloss in respect thereof (in whole or in part); “guarantee”, when used as a verb, and“guaranteed” have correlative meanings.

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“Guarantee” means, individually,any guarantee of payment of the Notes provided by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture hereto,and, collectively, all such guarantees.

“Guarantor” means each InitialGuarantor and each other Person that is required to become a Guarantor pursuant to Section 6.3, in each case, until such Person is releasedfrom its Guarantee in accordance with the terms of this Indenture.

“Hedging Obligations” of anyPerson means the obligations of such Person under swap, cap, collar, option, forward purchase or similar agreements or arrangements intendedto manage exposure to interest rates or currency exchange rates or commodity prices (including, without limitation, for purposes of thisdefinition, rates for electrical power used in the ordinary course of business), either generally or under specific contingencies.

“Hydrocarbon Properties” meansrights and interests in Hydrocarbons, produced Hydrocarbons or the proceeds from the sale of Hydrocarbons or any of them and includesall profits à prendre, leasehold interests, working interests, royalty interests, lands, geological horizons and reserves pertainingthereto; all plants, facilities, wells, pipelines, transmission and processing facilities and equipment used or useful in connection withany and all developments and operations in connection therewith; and all agreements and documents in any way affecting or pertaining tothose rights and interests.

“Hydrocarbons” means any petroleum,crude oil, crude bitumen or products derived therefrom, synthetic crude oil, oil sands, bitumenous sands, natural gas, natural gas liquids,condensates, other liquid or gaseous hydrocarbons and any and all products and substances, whether liquid, solid or gaseous and whetherhydrocarbons or not, derived therefrom or produced or producible in association therewith or derived from any of the foregoing, including,but not limited to, hydrogen sulphides, sulphur, sulphur compounds and co*ke.

“IFRS” means International FinancialReporting Standards including International Accounting Standards and Interpretations together with their accompanying documents whichare set by the International Accounting Standards Board, the independent standard setting body of the International Financial ReportingStandards Foundation.

“incur” means, with respect toany Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingentlyor otherwise, with respect to such Indebtedness or Obligation; provided that (a) the Indebtedness of a Person existing at the time suchPerson became a Guarantor shall be deemed to have been incurred by such Guarantor at the time it becomes a Guarantor and (b) neither theaccrual of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interestsshall be deemed to be an incurrence of Indebtedness.

“Indebtedness” of any Personat any date means, without duplication:

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The amount of any Indebtedness which is incurredat a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereofas of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditionalobligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the caseof Indebtedness under clause (f) where there is no recourse, by contract or operation of law, with respect to the payment of such Indebtednessto any other property or assets of such Person or any of its Subsidiaries, the lesser of (i) the Fair Market Value of any asset subjectto a Lien securing the Indebtedness of others on the date that the Lien attaches and (ii) the amount of the Indebtedness secured by suchLien.

“Initial Guarantors” means theSubsidiaries of the Issuer named on Schedule “B” hereto.

“Interest Payment Date” means,for each Series of interest-bearing Notes, a date on which interest is due and payable in accordance with the terms pertaining to suchSeries.

“Internal Procedures” means inrespect of the making of any one or more entries to, changes in or deletions of any one or more entries in the Register at any time (includingwithout limitation, registration of original issuance, exchange or transfer of ownership), the Trustee’s applicable internal operatingprocedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at thetime by the Trustee.

“Investment Grade Rating” shallmean a rating equal to or higher than BBB (low) (or the equivalent) by DBRS or the equivalent investment grade credit rating from anyother Specified Rating Agency.

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“Issue Date” means the date onwhich Notes are originally issued under this Indenture.

“Issuer” means Veren Inc., acorporation existing under the laws of the Province of Alberta, and any successor Person resulting from any transaction permitted by Section10.1(a).

“Issuer Board” means the Boardof Directors of the Issuer or, whenever duly empowered by a resolution of the directors of the Issuer, a committee of the Board of Directorsof the Issuer, and reference to action by the Issuer Board means action by the Board of Directors of the Issuer or action by any suchcommittee, in each case, on behalf of the Issuer. Following a transaction permitted by Section 10.1, the term “Issuer Board”shall be deemed to include a Board of Directors of a Successor of the Issuer.

“Lien” means, with respect toany asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easem*nt, restriction, covenant, charge, security interestor other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicablelaw, including any conditional sale or other title retention agreement, but excluding, for certainty, deemed security interests arisingunder Section 1(1)(tt)(ii) of the Personal Property Security Act (Alberta) or similar legislation with respect to transfers ofaccounts, consignments of goods and leases with a term of more than one year that are not capital leases (as determined under GAAP asin effect on December 31, 2018) and do not secure performance of a payment or other obligation.

“Maturity Date” means with respectto any Note, the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at the StatedMaturity or by declaration of acceleration, call for redemption or otherwise.

“Moody’s” shall mean Moody’sRatings, a division of Moody’s Investor Service, Inc., its affiliates and any successors thereto.

“Noteholders” or “holders”means any registered holder, from time to time, of the Notes.

“Noteholders’ Request” means,in respect of a particular Series, an instrument signed in one or more counterparts by Noteholders holding not less than 25% of the aggregateprincipal amount of the then outstanding Notes of such Series or, in respect of all Notes, an instrument signed in one or more counterpartsby Noteholders holding not less than 25% of the aggregate principal amount of all then outstanding Notes, in each case requesting or directingthe Trustee to take or refrain from taking the action or proceeding specified therein.

“Notes” means unsecured notesof the Issuer issued pursuant to this Indenture and, for greater certainty, includes any Additional Notes.

“Obligation” means any principal,interest, premium, penalties, fees, indemnification, reimbursem*nts, costs, expenses, damages and other amounts and liabilities payableunder the documentation governing any Indebtedness.

“Officer” means any of the followingofficers of the Issuer or any Guarantor: the Chief Executive Officer and/or President, the Chief Operating Officer, the Chief FinancialOfficer, a Senior Vice President, the General Counsel or the Corporate Secretary.

“Officers’ Certificate” meansa certificate signed by two Officers.

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“Operating Lease Obligations”of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying theright to use) real or personal property, or a combination thereof, which obligations are not Capitalized Lease Obligations.

“Opinion of Counsel” means awritten opinion from legal counsel acceptable to the Trustee, acting reasonably; provided that the counsel may be an employee of or counselto the Issuer or the Trustee.

“Ordinary Resolution” has themeaning ascribed to such term in Section 11.12.

“Participant” means a personrecognized by the Depository as a participant in the book entry only system administered by such Depository.

“Paying Agent” means a Personauthorized by the Issuer to pay the principal, Premium or interest payable in respect of any Notes on behalf of the Issuer, and may includethe Issuer and the Trustee.

“Payment Default” has the meaningascribed to such term in Section 8.1(f).

“Permitted Liens” means the followingtypes of Liens:

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provided, however, that the Liens permittedhereunder shall not be extended to cover any additional Indebtedness of the Issuer or any Guarantor or their property (other than a substitutionof like property), except Liens in respect of Capitalized Lease Obligations and Purchase Money Liens as permitted by clause (a) of thisdefinition. For the avoidance of doubt, the interest of a lessor in property subject to a lease under which Operating Lease Obligationsarise shall not constitute a Lien.

“Person” or “person”means an individual, corporation, limited liability company, unlimited liability company, company, trust, trustee, association, jointventure entity, partnership, unincorporated organization, Governmental Authority or other entity; and pronouns have a similarly extendedmeaning.

“Plan of Liquidation” with respectto any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or notsubstantially contemporaneously, in phases or otherwise): (a) the sale, lease, conveyance or other disposition of all or substantiallyall of the properties, interests or assets of such Person other than as an entirety or substantially as an entirety; and (b) the distributionof all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remainingproperties, interests or assets of such Person to holders of Equity Interests of such Person.

“Premium” means (a) at any time,if Section 5.1 applies, the excess of the optional redemption price of the Notes subject to such optional redemption set forth in theSupplemental Indenture or Terms Schedule authorizing or providing for the issue thereof over the principal amount of such Notes and (b)if Section 8.12 applies, 1% of the principal amount of the Notes subject to such purchase.

“Purchase Money Lien” means aLien taken or reserved in personal property to secure payment of all or part of its purchase price (or to secure financing to fund suchpurchase price), provided that such Lien (a) secures an amount not exceeding the lesser of (i) the purchase price of such personal propertyand (ii) the Fair Market Value of such personal property at the time such Lien is taken or reserved, (b) extends only to such personalproperty and its proceeds, and (c) is granted prior to or within 30 days after the purchase of such personal property.

“Ratings Decline” meansthe rating on the Notes is lowered to below an Investment Grade Rating by more than half of the Specified Rating Agencies if thereare three or more Specified Rating Agencies or all of the Specified Rating Agencies if there are fewer than three Specified RatingAgencies (the “Required Threshold”) on any day within the 60-day period (which 60-day period will be extended solong as the rating of the Notes is under publicly announced consideration for a possible downgrade by such number of the SpecifiedRating Agencies which, together with Specified Rating Agencies which have already lowered their ratings on the Notes as aforesaid,would constitute the Required Threshold, but only to the extent that, and for so long as, a Change of Control Triggering Event wouldresult if such downgrade were to occur) after the earlier of (a) the occurrence of a Change of Control, and (b) public notice of theoccurrence of a Change of Control or of the Issuer’s intention or agreement to effect a Change of Control.

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“Record Date” means, in respectof a Series of Notes, with respect to any Interest Payment Date, the close of business on the day which is five Business Days before suchInterest Payment Date.

“Redemption Date” has the meaningascribed to such term in Section 5.3.

“Redemption Price” means withrespect to a Note to be redeemed, unless otherwise provided in a Terms Schedule or Supplemental Indenture in respect of a particular Seriesof Notes, the principal amount of the Notes being redeemed together with interest on the principal amount of such Notes so redeemed accruedand unpaid to, but excluding, the Redemption Date and payable on the Redemption Date fixed for such Notes, if any.

“Redemption Price Calculation Date”means the date on which the Redemption Price is to be calculated for Notes that do not have a fixed Redemption Price, which date shallbe specified in the applicable Terms Schedule or Supplemental Indenture in respect of each Series of Notes.

“Register” means a register forthe registration of Notes which the Trustee or a Registrar is required or permitted to maintain pursuant to Section 3.1.

“Registrar” means the Trusteeor a Person other than the Trustee designated by the Issuer to keep a Register.

“S&P” means S&P GlobalRatings, a division of S&P Global Inc., its affiliates and any successors thereto.

“SEC” has the meaning ascribedthereto in Section 7.5.

“Secured Debt Basket Cap” means,at any time, an amount equal to 10.0% of the Consolidated Net Tangible Assets as at the end of the most recent Fiscal Quarter for whichfinancial statements were required to have been delivered in accordance with this Indenture.

“Securities” means any stock,shares, units, instalment receipts, voting trust certificates, bonds, debentures, notes, other evidences of indebtedness, or other documentsor instruments commonly known as securities or any certificates of interest, shares or participation in temporary or interim certificatesfor, receipts for, guarantees of, or warrants, options or rights to subscribe for, purchase or acquire any of the foregoing.

“SEDAR+” means the System forElectronic Data Analysis and Retrieval + established under National Instrument 13-103 – System for Electronic Document Analysisand Retrieval + (SEDAR+).

“Series” means a series of Noteswhich, unless otherwise specified in a Supplemental Indenture or a Terms Schedule providing for the issuance of such series of Notes,consists of those Notes which have identical terms, regardless of whether such Notes are designated as a series or were or are to be issuedat the same time.

“Shareholders’ Equity” means,at any time, the shareholders’ equity of the Issuer, determined on a Consolidated basis as at such time.

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“Specified Rating Agency” shallmean each of DBRS, Fitch, Moody’s and S&P as long as, in each case, it has not ceased to rate the Notes or failed to make a ratingof the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s, S&P, DBRS orFitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control,the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101 –General Prospectus Requirements as a replacement agency for such one or more of them, as the case may be.

“Stated Maturity” means, withrespect to any Indebtedness, the date specified in the agreement or instrument governing or certificate relating to such Indebtednessas the fixed date on which the final payment of principal of such Indebtedness is due and payable, but shall not include any contingentobligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respectto any Person:

Unless otherwise specified, “Subsidiary”refers to a Subsidiary of the Issuer.

“Successor” has the meaning ascribedto such term in Section 10.1.

“Supplemental Indenture” meansan indenture supplemental to this Indenture pursuant to which, among other things, Notes may be authorized for issue or this Indenturemay be amended.

“Tax Act” has the meaning ascribedto such term in Section 2.16.

“Term Sheet” means any term sheetor offering document used by the Issuer in respect of the offering of the Notes.

“Terms Schedule” means a schedulesetting out the terms and conditions that are applicable to the Notes or Additional Notes specified therein.

“Threshold Amount” means an amountequal to the greater of (a) 4% of Shareholders’ Equity, and (b) $100,000,000.

“Trustee” means ComputershareTrust Company of Canada, or its successor or successors for the time being as trustee hereunder.

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“United States” or “U.S.”means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

“Voting Shares” with respectto any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times oronly so long as no senior class of shares or other relevant Equity Interest has voting power by reason of any contingency) to vote inthe election of members of the Board of Directors of such Person.

Every Note certified and deliveredby the Trustee hereunder shall be deemed to be outstanding until it is cancelled or delivered to the Trustee for cancellation or moneyfor the payment or redemption thereof has been set aside pursuant to Sections 2.9 or 5.5 or Article9, provided that:

The division of this Indentureinto Articles, Sections and clauses, the provision of a table of contents and the insertion of headings are for convenience of referenceonly and shall not affect the construction or interpretation hereof.

In this Indenture,unless otherwise expressly provided herein or unless the context otherwise requires, words importing the singular number include theplural and vice versa; words importing gender include the masculine, feminine and neuter genders; references to“Indenture”, “this Indenture”, “hereto”, “herein”,“hereof”, “hereby”, “hereunder” and similar expressions refer to this trustindenture, and not to any particular Article, Section, clause or other portion hereof, and include all Schedules and amendmentshereto, modifications or restatements hereof, and any and every Supplemental Indenture and Terms Schedule; and the expressions“Article”, “Section”, “clause”, “Schedule”, and“Exhibit” followed by a number, letter or combination of numbers and letter refer to the specified Article,Section or clause of or Schedule to this Indenture.

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Except as otherwise providedherein, if any day on which an amount is to be determined, any period of time would begin or end, any calculation is to be made or anyaction is to be taken hereunder at a particular location is not a Business Day, then such amount shall be determined, such period of timeshall begin or end, such calculation shall be made or such action shall be taken at or before the requisite time on the next succeedingday that is a Business Day at such location.

Except as otherwise providedherein, all references in this Indenture to “Canadian dollars” “dollars” and “$” areto lawful money of Canada.

Each reference in this Indentureto a statute is deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

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Each provision in this Indentureor in a Note is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competentjurisdiction will not affect the validity or enforceability of any other provision hereof or thereof.

This Indenture and the Notesshall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable in the Provinceof Alberta and shall be treated in all respects as Alberta contracts. Each party submits to the exclusive jurisdiction of any Albertacourts sitting in Calgary in any action, application, reference or other proceeding arising out of or related to this Indenture and theNotes and agrees that all claims in respect of any such action, application, reference or other proceeding shall be heard and determinedin such Alberta courts. The parties hereto hereby waive any right they may have to require a trial by jury of any proceeding commencedin connection herewith.

In the event of any contradiction,discrepancy or difference between the English language version and the French or other language version of the text of a Note, the Englishlanguage version of the text shall govern. The parties hereto expressly request and require that this document be drawn up in English.Les parties aux présentes conviennent et exigent que cette entente et tous les documents qui s’y rattachment soient rédigésen anglais.

The Issuer shall be responsiblefor making all calculations called for hereunder. The Issuer shall make such calculations in good faith and, absent manifest error, theIssuer’s calculations shall be final and binding on Noteholders and the Trustee. The Issuer will provide a schedule of its calculationsto the Trustee and the Trustee shall be entitled to rely conclusively on the accuracy of such calculations without independent verification.

Article2
THE NOTES

The aggregate principal amountof Notes which may be issued under this Indenture is unlimited, provided that Notes may be issued hereunder only upon the terms and subjectto the conditions herein contained.

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The Notes may be issuedin one or more Series. The Notes of each Series shall be designated in such manner, shall bear such date or dates and mature on suchdate or dates, shall bear interest, if any, at such rate or rates accruing from and payable on such date or dates, may be issued atsuch times and in such denominations, may be redeemable before maturity in such manner and subject to payment of such Premium orwithout Premium, may be payable as to principal, interest and Premium at such place or places and in such currency or currencies,may be payable as to principal, interest and Premium in Securities of the Issuer or any other Person, may provide for such mandatoryredemption, sinking fund or other analogous prepayment obligations, may provide for the payment of a yield maintenance amount, maycontain such provisions for the exchange or transfer of Notes of different denominations and forms, may have attached thereto orissued therewith Securities entitling the holders to subscribe for, purchase or acquire Securities of the Issuer or any other Personupon such terms, may give the holders thereof the right to convert Notes into Securities of the Issuer or any other Person upon suchterms, may be defeasible at the option of the Issuer, and may contain such other provisions not inconsistent with this Indenture, asmay be determined by the Issuer at or prior to the time of issue of the Notes of such Series and set forth in a Terms Schedule or,to such extent as the Issuer deems appropriate, in a Supplemental Indenture pertaining to the Notes of such Series; provided that,the Notes of each Series shall have a Stated Maturity of not less than one year from the original issuance date of Notes of suchSeries. At the option of the Issuer, the maximum principal amount of Notes of any Series may be limited, such limitation to beexpressed in the Terms Schedule or Supplemental Indenture providing for the issuance of the Notes of such Series; provided that anysuch limitation may be increased at any time by the Issuer.

The Notes will be direct unsecuredobligations of the Issuer and will rank equal in right of payment with each other Series of Notes issued under this Indenture (regardlessof their Series or actual dates or terms of issue) and, subject to statutory preferred exceptions, with all other existing and futureIndebtedness of the Issuer that is not expressly subordinated in right of payment to the Notes, except as to sinking fund provisions applicableto different Series of Notes and other similar types of obligations of the Issuer.

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following which definitive Notes in fullyregistered form shall be issued in exchange for such Global Note or Global Notes, registered in such names and in such denominations (indenominations of $2,000 and integral multiples of $1,000 in excess thereof) as the Depository for such Global Note or Global Notes, pursuantto instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee, provided that the aggregate principalamount of the definitive Notes shall be equal to the principal amount of the Global Note or Global Notes so exchanged.

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All Notes shall be signed (eithermanually or by facsimile or other electronic signature howsoever delivered) on behalf of the Issuer by any two Officers. A facsimile orother electronic signature howsoever delivered on any Note shall for all purposes of this Indenture be deemed to be the signature of theindividual whose signature it purports to be and to have been signed at the time such facsimile or other electronic signature was reproduced,and each Note so signed shall be valid and binding upon the Issuer notwithstanding that any individual whose signature (either manualor facsimile or other electronic signature howsoever delivered) appears on a Note is not at the date of this Indenture or at the dateof the Note or at the date of the certification and delivery thereof an Officer.

No Note shall be issued or,if issued, shall be obligatory or entitle the holder thereof to the benefit hereof until it has been certified by or on behalf of theTrustee. Such certificate on any Note shall be conclusive evidence that such Note has been duly issued hereunder and is a valid obligationof the Issuer.

The certificate of the Trusteesigned on any Note shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or of suchNote or its issuance. The certificate of the Trustee on any Note shall, however, be a representation and warranty by the Trustee thatsuch Note has been duly certified by or on behalf of the Trustee pursuant to this Indenture.

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Except as otherwise providedin a Terms Schedule or Supplemental Indenture applicable to a Series of Notes, the Issuer will establish and maintain with the Trusteea Debt Account for each Series of Notes. Each such Debt Account shall be maintained by and be subject to the control of the Trustee forthe purposes of this Indenture. Prior to 10:00 a.m. (Toronto time) on the Business Day prior to each Maturity Date for outstanding Notes,the Issuer will deposit in the applicable Debt Account an amount sufficient to pay the principal amount of, Premium (if any) on and accruedand unpaid interest (if any) payable in respect of such Notes (less any taxes required by law to be deducted or withheld). The Trusteewill use the funds deposited in a Debt Account to pay to the holder of a Note entitled to receive payment, the principal amount of, Premiumon and any accrued and unpaid interest payable on the Note upon surrender of the Note at the Corporate Trust Office or at such other placeor places as shall be designated for such purpose from time to time by the Issuer and the Trustee. The deposit of such amount to the applicableDebt Account will satisfy and discharge the liability of the Issuer for the Notes to which the deposit relates to the extent of the amountdeposited (plus the amount of any taxes deducted or withheld) and such Notes will thereafter no longer be considered to be outstandingand the holders thereof will have no right with respect thereto other than the right to receive out of the amount so deposited the respectiveamounts to which the holders are entitled. Failure to make a deposit as required pursuant to this Section 2.9 shall constitute an Eventof Default in payment on the Notes in respect of which the deposit was required to have been made.

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If any Note issued and certifiedhereunder shall become mutilated or be lost, destroyed or stolen, the Issuer, in its sole discretion, may issue, and thereupon the Trusteeshall certify and deliver, a new Note of similar date and tenor as the one mutilated, lost, destroyed or stolen in exchange for and inplace of and upon cancellation of such mutilated Note or in lieu of and in substitution for such lost, destroyed or stolen Note. The substitutedNote shall be in a form approved by the Trustee and shall be entitled to the benefit hereof and rank equally in accordance with its termswith all other Notes issued or to be issued hereunder. The applicant for a new Note shall bear the cost of the issue thereof and in caseof loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Issuer and to the Trustee such evidenceof ownership and of the loss, destruction or theft of the Note so lost, destroyed or stolen as shall be satisfactory to the Issuer andto the Trustee in their discretion, acting reasonably, and such applicant will also be required to furnish an indemnity and surety bond,in amount and form satisfactory to the Issuer and the Trustee in their discretion, acting reasonably, and shall pay the reasonable chargesof the Issuer and the Trustee in connection therewith.

Except as herein otherwiseprovided, all amounts which at any time become payable on account of any Note, including any principal thereof or interest or Premiumthereon, shall be payable at the option of the holder at any of the places at which the principal, interest and Premium in respect ofsuch Note are payable.

If the principal amount dueupon any Note shall become payable before the Stated Maturity thereof, the Person presenting such Note for payment shall surrender suchNote to the Trustee for cancellation and the Issuer shall pay or cause to be paid the principal amount of such Note, the Premium, if any,and the interest accrued and unpaid thereon (computed on a per diem basis if the date fixed for payment is not an Interest Payment Date)and Article9 shall apply to such Note.

Each Noteholder is entitledto receive from the Issuer or the Trustee a copy of this Indenture upon written request.

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Except as provided in a Guaranteegiven by a Guarantor that is a non-resident of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”),the Issuer and any Guarantor, as applicable, will be entitled to deduct and withhold, including via any Paying Agent, any applicable taxesor similar charges (including interest, penalties or similar amounts in respect thereof) imposed or levied by or on behalf of any GovernmentalAuthority, including pursuant to the Tax Act, from any payment to be made on or in connection with the Notes (including in connectionwith a conversion, redemption, exchange or repayment of the Notes) and, provided that the Issuer or such Guarantor, as applicable, remitssuch withheld amount to the applicable Governmental Authority and files all required forms in respect thereof within the time requiredby applicable law and promptly provides copies of such remittance and filing to the Trustee and the relevant Noteholder, the amount ofany such deduction or withholding will be considered an amount paid in satisfaction of the Issuer’s obligations under the Notes and thereis no obligation on the Issuer or any applicable Guarantor to gross-up amounts paid to a holder net of such deductions or withholdings.All determinations regarding any such deduction or withholding shall be made by the Issuer, acting reasonably. The Issuer shall providethe Trustee and the relevant Noteholder with copies of receipts or other communications relating to the remittance of such withheld amountor the filing of such forms received by the Issuer or any applicable Guarantor from such Governmental Authority promptly after receiptthereof.

The Trustee shall have no obligationto verify any deduction, withholding or payment made on account of taxes under the Tax Act or any provision of provincial, territorial,state, local or foreign tax law. The Trustee shall at all times be indemnified and held harmless by the Issuer from and against any liabilitiesof the Trustee incurred in connection with the failure of the Issuer, any applicable Guarantor or any agent thereof to report, remit orwithhold taxes as required by the Tax Act or otherwise failing to comply with the Tax Act. This indemnification shall survive the resignationor removal of the Trustee and the termination of this Indenture solely to the extent that such liabilities have been incurred in its capacityas Trustee or as Paying Agent and in connection with taxation years occurring during the term of this Indenture.

Article3
REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF NOTES

The Issuer will cause to bekept at the Corporate Trust Office, or at such other place as shall be agreed in writing by the Issuer and the Trustee, a central register(the “Central Register”) and may cause to be kept in such other place or places by the Trustee or by such other Registraror Registrars (if any) as the Issuer may designate, branch registers (each a “Register” and collectively with the CentralRegister the “Registers”) in each of which will be entered the names and latest known addresses of Noteholders and theother particulars, as prescribed by law, of the Notes held by each of them and of all transfers of such Notes. Such registration willbe noted on such Notes by the Trustee or other Registrar. Every Registrar (including the Trustee) from time to time shall, when requestedto do so by the Issuer or by the Trustee, furnish the Issuer or the Trustee, as the case may be, with a list of the names and addressesof the Noteholders entered on the Register kept by such Registrar showing the principal amount and serial numbers of such Notes held byeach holder, provided the Trustee shall be entitled to charge a reasonable fee to provide such a list.

The Registers referred to inthis Section 3.1 shall at all reasonable times, during the regular business hours of the Trustee and upon payment of its reasonable fees,be open for inspection by the Issuer, the Trustee, any Noteholder and any Person who has a beneficial interest in a Global Note who providesa sworn affidavit confirming such beneficial ownership.

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Notwithstanding any other provisionof this Indenture, a Global Note may not be transferred by the Depository except in the following circ*mstances or as otherwise specifiedin a Terms Schedule or Supplemental Indenture relating to such Note:

A holder will be able toregister the transfer of or exchange Notes only in accordance with this Indenture. The Registrar may require a holder, among otherthings, to furnish appropriate endorsem*nts and transfer documents and to pay any taxes and fees required by law or permitted bythis Indenture. Without the prior consent of the Issuer, the Registrar is not required (a) to register the transfer of or exchangeany Note selected for redemption, (b) to register the transfer of or exchange any Note for a period of 15 days before a selection ofNotes to be redeemed or (c) to register the transfer or exchange of a Note between a Record Date and the next succeeding InterestPayment Date.

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The Issuer and the Trusteemay treat the registered holder of a Note as the owner thereof without actual production of such Note for the purpose of any Noteholders’Request, requisition, direction, consent, instrument or other document to be made, signed or given by the holder of such Note.

Neither the Issuer nor theTrustee nor any Registrar nor any Paying Agent shall be bound to take notice of or see to the performance or observance of any duty owedto a third Person (whether under a trust, express, implied, resulting or constructive, in respect of any Note or otherwise) by the owneror the registered holder of a Note or any Person whom the Issuer or the Trustee treats, as permitted or required by law, as the owneror the registered holder of such Note, and the Issuer, the Trustee and any Registrar may transfer such Note on the direction of the Personso treated or registered as the holder thereof, whether named as trustee or otherwise, as though that Person was the beneficial ownerof such Note.

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Article4
ISSUE, CERTIFICATION AND DELIVERY OF NOTES AND ADDITIONAL NOTES

No Notes or Additional Notesshall be certified and delivered hereunder if, at the time of such certification and delivery, to the knowledge of the Trustee, an Eventof Default has occurred and is continuing.

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Article5

REDEMPTIONAND PURCHASE OF NOTES

So long as no Event of Defaulthas occurred and is continuing, the Issuer shall have the right at its option to redeem, either in whole at any time or in part from timeto time before the Stated Maturity, Notes of any Series which by their terms are made so redeemable, at such rate or rates of Premiumand on such date or dates and on such terms and conditions as shall have been determined at the time of issuance of such Notes and asshall be expressed in such Notes or in the Supplemental Indenture or Terms Schedule authorizing or providing for the issuance thereof.A redemption of Notes may, at the Issuer’s option, be conditional upon the occurrence of any event(s) or circ*mstance(s).

If less than all of the Notesof any Series for the time being outstanding are to be redeemed, the Issuer shall in each such case, at least 10 days before the dateupon which the notice of redemption is required to be given, notify the Trustee in writing of the Issuer’s intention to redeem Notes ofsuch Series and of the aggregate principal amount of Notes to be redeemed. The Notes to be redeemed shall be selected by the Trustee ona pro rata basis, disregarding fractions, according to the principal amount of Notes or in such other manner (which may include randomselection by computer) as the Trustee shall deem equitable and expedient. For this purpose, the Trustee may make regulations with regardto the manner in which such Notes may be so selected, and regulations so made shall be valid and binding upon all Noteholders. Notes ofdenominations in excess of $2,000 may be selected and called for redemption in part only (such part being $2,000 or an integral multiplethereof), and, unless the context otherwise requires, reference to Notes in this Article5 shall be deemed to include any such partof the principal amount of Notes which shall have been so selected and called for redemption. The holder of any Note called for redemptionin part only, upon surrender of such Note for payment in accordance with this Indenture, shall be entitled to receive, without expenseto such holder, one or more new Notes for the unredeemed part of the Note so surrendered, and the Trustee shall certify and deliver suchnew Note or Notes upon receipt of the Note so surrendered.

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Upon notice having been givenas specified in Section 5.3, all the Notes so called for redemption shall thereupon be and become due and payable at the Redemption Priceand on the Redemption Date specified in such notice, in the same manner and with the same effect as if such date was the Stated Maturityspecified in such Notes, anything therein or herein to the contrary notwithstanding, and from and after such Redemption Date, if the moneynecessary to redeem such Notes shall have been deposited as provided in Section 5.5 and affidavits or other proof satisfactory to theTrustee, acting reasonably, as to the publication or mailing of such notices shall have been lodged with the Trustee, such Notes shallnot be considered as outstanding hereunder and interest upon such Notes shall cease.

If any question shall ariseas to whether any notice has been given as required or any deposit has been made, such question shall be decided by the Trustee, whosedecision shall be final and binding upon all parties in interest.

Except as otherwiseprovided in a Terms Schedule or Supplemental Indenture applicable to a Series of Notes, upon Notes having been called forredemption, the Issuer shall deposit with the Trustee or any Paying Agent to the order of the Trustee, by 10:00 a.m. (Toronto time)on the Business Day prior to the Redemption Date (or such other time as agreed by the Trustee), by wire transfer, such amount as maybe sufficient to pay the Redemption Price of the Notes to be redeemed in the manner specified in the notice of redemption. Thedeposit of such amount by the Issuer with the Trustee will satisfy and discharge the liability of the Issuer in respect of theRedemption Price of the Notes to be redeemed to the extent of the amount deposited (plus the amount of any tax deducted orwithheld). From the amount so deposited, the Trustee or the Paying Agent, as applicable, shall pay or cause to be paid to theholders of such Notes called for redemption, upon surrender of such Notes, the Redemption Price to which they are respectivelyentitled on the Redemption Date (less any taxes required by law to be deducted or withheld). If any question shall arise as towhether any deposit has been made, such question shall be decided by the Trustee, whose decision shall be final and binding upon allparties in interest.

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If the holder of any Note calledfor redemption fails on or before the date specified for redemption to surrender such Note, or does not within such time accept paymentof the Redemption Price payable in respect thereof or give such receipt therefor, if any, as the Trustee may require, acting reasonably,such Redemption Price (less any taxes required by law to be deducted or withheld) may be deposited in trust either with the Trustee orwith a chartered bank (which may be an Affiliate of the Trustee), at such rate of interest as the Trustee or such bank may allow, andsuch deposit (plus the amount of any taxes deducted or withheld) shall for all purposes be deemed a payment to such holder of the sumso deposited and, to that extent, the Note shall thereafter not be considered as outstanding hereunder and such holder shall have no rightother than to receive payment out of the amount so deposited, upon surrender and delivery of such holder’s Note, of the Redemption Priceof such Note.

Subject to Sections 5.2 and5.7 as to Notes redeemed or purchased in part, all Notes purchased or redeemed in whole or in part by the Issuer under this Article5shall not be reissued or resold and shall be forthwith delivered to and cancelled by the Trustee, and no Notes of the same Series shallbe issued in substitution therefor and Article9 shall apply to any such cancelled Notes.

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Article6

GUARANTEES

Except as provided in thisIndenture, the Issuer’s obligations under the Notes and this Indenture will be unconditionally, jointly and severally guaranteed, on asenior unsecured basis, by each Guarantor that guarantees any Indebtedness or other obligation under the Credit Agreement. The Guarantorswill agree to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable Counsel fees and expenses)incurred by the Trustee or the holders in enforcing any rights under the Guarantees.

Concurrently with the executionof this Indenture, the Issuer shall cause the Initial Guarantors to execute and deliver to the Trustee a Guarantee substantially in theform set out in Schedule “C” hereto, and shall deliver or cause to be delivered to the Trustee:

The Issuer represents and warrantsthat the Initial Guarantors are the only Subsidiaries of the Issuer that are guarantors in respect of its obligations under the CreditAgreement as of the date of this Indenture.

The Issuer covenants that within15 Business Days of a Subsidiary becoming a guarantor of the obligations of the Issuer under the Credit Agreement, the Issuer will causesuch Subsidiary to execute and deliver to the Trustee a supplement to the Guarantee substantially in the form set out in Exhibit “A”to the form of Guarantee attached hereto as Schedule “C” (as the same may be adjusted in accordance with Section 6.4) and shalldeliver or cause to be delivered to the Trustee:

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Article7
COVENANTS OF THE ISSUER

The Issuer covenants with theTrustee that, for so long as any Notes remain outstanding:

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in each case, for so long as such Indebtednessis secured by such Lien.

With respect to any Lien securing Indebtednessthat was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted tosecure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increasein the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of originalissue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of Common Shares ofthe Issuer, the payment of dividends on preferred shares in the form of additional preferred shares of the same class or series, accretionof original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuationsin the exchange rate of currencies.

For purposes of determining compliancewith this covenant, in the event that any Lien is permitted under more than one of clauses (a) through 1.1(bb) of the definition of “PermittedLiens”, the Issuer shall, in its sole discretion, classify such Lien and may divide and classify such Lien in more than one ofthe types of Liens described, and may later reclassify any Lien described in clauses (a) through 1.1(bb) of the definition of “PermittedLiens” (provided that at the time of reclassification the applicable Lien is permitted under such provision or provisions).

The Issuer will pay to theTrustee from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Trustee upon its request forall reasonable expenses, disbursem*nts and advances incurred or made by the Trustee in the administration or execution of the trusts createdhereby (including the reasonable fees and disbursem*nts of its Counsel and all other advisers and assistants not regularly in its employ),both before any Event of Default and thereafter, except any such expenses, disbursem*nts or advances as may arise from the gross negligenceor wilful misconduct of the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an expresstrust. Any amount due under this Section 7.2 and unpaid 30 days after request for such payment will bear interest from the expirationof such 30 days at the rate then charged by the Trustee to its corporate clients. After an Event of Default, all amounts so payable andthe interest thereon shall be payable out of any funds coming into the possession of the Trustee or its successors in the trusts hereunderin priority to the payment of the principal of, Premium on and interest on the Notes. This Section 7.2 shall survive the resignation orremoval of the Trustee or the termination of this Indenture.

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In order to prevent any accumulationafter maturity of unpaid interest, the Issuer will not, except with the approval of the Noteholders pursuant to an Extraordinary Resolution,directly or indirectly, extend or assent to the extension of time for payment of any interest payable on registered Notes or be a partyto or approve any such arrangement by purchasing or funding any interest or in any other manner. If the time for payment of any such interestshall be so extended, whether for a definite period or otherwise, the registered owners entitled to such interest shall not be entitledto such interest in case of an Event of Default except subject to the prior payment in full of the principal of and Premium on all Notesand of all accrued interest on such Notes, the payment of which has not been so extended, and of all other moneys payable hereunder.

If the Issuer fails to performany of its covenants contained in this Indenture, the Trustee may itself perform any of such covenants capable of being performed by it,but will be under no obligation to do so. All sums expended or advanced by the Trustee for such purpose will be repayable as providedin Section 7.2. No such performance or advance by the Trustee shall relieve the Issuer of any Event of Default.

The Issuer confirms that ithas either (a) a class of securities registered pursuant to Section 12 of the Exchange Act; or (b) a reporting obligation pursuant toSection 15(d) of the Exchange Act, and has provided the Trustee with an Officers’ Certificate (in a form provided by the Trustee) certifyingsuch reporting obligation and other information as requested by the Trustee. The Issuer covenants that in the event that any such registrationor reporting obligation shall be terminated by the Issuer in accordance with the Exchange Act, the Issuer shall promptly notify the Trusteeof such termination and such other information as the Trustee may require at the time. The Issuer acknowledgesthat the Trustee isrelying upon the foregoingrepresentation and covenants in order to meet certain United States Securities and Exchange Commission(the “SEC”) obligations with respect to those clients who are filing with the SEC.

Article8
DEFAULT AND ENFORCEMENT OR CHANGE OF CONTROL

The occurrence of any one ormore of the following events or circ*mstances which has occurred and is continuing constitutes an “Event of Default”under this Indenture:

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and, in each case, the principal amountof such Indebtedness, together with the principal amount of any other Indebtedness with respect to which an event described in clause(i) or (ii) has occurred and is continuing, in an aggregate amount in excess of the Threshold Amount.

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Subject to Section 8.4, ifan Event of Default shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Issuer, or the holdersof at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare(an “acceleration declaration”) all amounts owing under the Notes to be due and payable. Upon such acceleration declaration,the aggregate principal (and Premium (if any)) of and accrued and unpaid interest on the outstanding Notes shall become immediately dueand payable. The Issuer shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any Payment Default or accelerationreferred to in Section 8.1(f).

Upon the happening of an Eventof Default, the holders of not less than 66⅔% of the principal amount of the Notes then outstanding (or not less than 100% in thecase of a failure to make payment of principal or Premium required by Section 8.1(a)) shall have power by requisition in writing to instructthe Trustee to waive such Event of Default and to cancel any declaration made by the Trustee pursuant to Section 8.3 (or both), and theTrustee shall thereupon waive the Event of Default or cancel such declaration (or both) upon such terms and conditions as shall be prescribedin such requisition.

No delay or omission of theTrustee or of the holders in exercising any right or power accruing upon any Event of Default shall impair any such right or power orshall be construed to be a waiver of any such Event of Default or acquiescence therein, and no act or omission, either of the Trusteeor of the holders, shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resultingtherefrom.

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No Noteholder shall have anyright to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the principal of or anyPremium or interest on the Notes or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiveror for a receiving order under the Bankruptcy and Insolvency Act (Canada) or to have the Issuer wound up or to file or prove aclaim in any liquidation or bankruptcy proceeding or for any other remedy unless:

If a Noteholder has the right to institute proceedingsunder this Section 8.6, such Noteholder, acting on behalf of itself and all other Noteholders, will be entitled to commence proceedingsin any court of competent jurisdiction in which the Trustee might have commenced proceedings under Section 8.5.

Except as herein otherwiseexpressly provided, any money received by the Trustee or a Noteholder pursuant to this Article8 or as a result of legal or otherproceedings, or from any trustee in bankruptcy or liquidator of the Issuer or a Guarantor, shall be applied, together with other moneyin the hands of the Trustee available for such purpose, as follows:

provided, however, that no payment shall bemade pursuant to Section 8.7(b) in respect of the principal of or Premium or interest on any Note held, directly or indirectly, byor for the benefit of the Issuer or any Affiliate of the Issuer (other than any Note pledged for value and in good faith to a Personother than the Issuer or any Affiliate of the Issuer, but only to the extent of such Person’s interest therein) until the priorpayment in full of the principal of and Premium and interest on all Notes which are not so held; provided further that the Trusteeshall not be liable to any Noteholder in respect of any payment by it on any Note so held.

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Payments to Noteholders pursuantto Section 8.7(b) shall be made as follows:

No remedy herein conferredupon or reserved to the Trustee or upon or to the Noteholders is intended to be exclusive of any other remedy, but each and every suchremedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law.

In case of any judicial orother proceedings to enforce the rights of the Noteholders, judgment may be rendered against the Issuer in favour of the Noteholders orin favour of the Trustee, as trustee for the Noteholders, for any amount which may remain due in respect of the principal for the Notes,the Premium and the interest thereon.

No director, officer, employeeor incorporator of the Issuer or any Guarantor, or shareholder of the Issuer, or annuitant under a plan of which a shareholder of theIssuer is a trustee will have any liability for any indebtedness, obligations or liabilities of the Issuer under the Notes or the Indentureor of any Guarantor under its Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation.Each holder by accepting a Note waives and releases all such liability. The waiver and release provided for in this Section 8.11 are partof the consideration for issuance of the Notes and the Guarantees. The waiver may not be effective to waive liabilities under applicablesecurities laws.

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Article9
CANCELLATION, DISCHARGE AND DEFEASANCE

All Notes shall, forthwithafter payment is made in respect thereof, be delivered to the Trustee and cancelled by it. All Notes cancelled or required to be cancelledunder this Section 9.1 or any other provision of this Indenture shall be cancelled by the Trustee, and, if required by the Issuer, theTrustee shall furnish to the Issuer a cancellation certificate in respect of the Notes so cancelled.

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If the holder of any Note shallfail to present such Note for payment on the date on which the principal thereof and Premium and interest become payable either at StatedMaturity or otherwise or shall not accept payment on account thereof and give such receipt therefor, if any, as the Trustee may require,then:

the principal amount and the Premium and interest,as the case may be, in trust to be paid to the holder of such Note upon due presentation or surrender thereof in accordance with thisIndenture, and thereupon the principal amount and Premium and interest payable on such Note in respect of which such amount has been setaside shall be deemed to have been paid and the holder thereof shall thereafter have no right in respect thereof other than the rightto receive payment of the amount so set aside (without interest) upon due presentation and surrender of such Note, subject to Section9.3.

Any amount set aside underSection 9.2 and not claimed by and paid to Noteholders as provided in Section 9.2 within six years after the later of the date of suchsetting aside and the applicable Maturity Date shall be repaid to the Issuer by the Trustee on demand and thereupon the Trustee shallbe released from all further liability with respect to such amount and thereafter the Noteholders in respect of which such amount wasso repaid to the Issuer shall have no rights in respect thereof and the Issuer shall be discharged from its obligations in respect thereof.

This Indenture will be dischargedand will cease to be of further effect (except as to rights of transfer or exchange of Notes which shall survive until all Notes havebeen cancelled and the rights, protections, remuneration and immunities of the Trustee) as to all outstanding Notes when either:

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In addition, the Issuer must deliver an Officers’Certificate and an Opinion of Counsel stating that all conditions precedent to the satisfaction and discharge of this Indenture have beencomplied with.

At any time that Notes of anySeries are outstanding, the Trustee will, at the request and expense of the Issuer, execute and deliver to the Issuer such instrumentsnecessary to release the Issuer, subject to this Article9, from the terms of this Indenture relating to such Series of Notes, exceptthose relating to the indemnification and remuneration of the Trustee, subject to the following:

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The Issuer will be deemed tohave made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocabletrust agreement in form and substance satisfactory to the Issuer and the Trustee (each acting reasonably), solely for the benefit of theholders of a particular Series of Notes stated therein, cash or Securities denominated in the currency in which principal is payable constitutingdirect obligations of the Government of Canada (for Notes denominated in Canadian dollars) or the United States Government (for Notesdenominated in U.S. dollars) or an agency or instrumentality of Canada (for Notes denominated in Canadian dollars) or the United States(for Notes denominated in U.S. dollars), which will be sufficient, in the reasonable opinion of a firm of independent chartered accountantsor an investment dealer acceptable to the Trustee, acting reasonably, to provide for payment in full of such Series of Notes and all otheramounts from time to time due and owing under this Indenture which pertain to such Series.

The Trustee will hold in trustall money or Securities deposited with it pursuant to this Section 9.5 and will apply the deposited money and the money from such Securitiesin accordance with this Indenture to the payment of principal of and Premium and interest on the Notes and, as applicable, other amounts.

If the Trustee is unable toapply any money or Securities in accordance with this Section 9.5 by reason of any legal proceeding or any order or judgment of any courtor other Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under thisIndenture and the Notes will be revived and reinstated as though no money or Securities had been deposited pursuant to this Section 9.5until such time as the Trustee is permitted to apply all such money or Securities in accordance with this Section 9.5, provided that ifthe Issuer has made any payment in respect of principal, Premium or interest on such Notes or, as applicable, other amounts because ofthe reinstatement of its obligations, the Issuer will be subrogated to the rights of the holders of such Notes to receive such paymentfrom the money or Securities held by the Trustee.

Article10
SUCCESSORS

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provided that Section 10.1(a)(ii)and (iii) above shall not apply in the case of any amalgamation, consolidation, or merger with or into, or sale, assignment, lease, transfer,conveyance or other disposition of all or substantially all of the assets of the Issuer and the Guarantors (taken as a whole) to anotherPerson that is a Guarantor.

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Article11
MEETINGS OF NOTEHOLDERS

The Trustee may at any timeand from time to time convene a meeting of Noteholders, and the Trustee shall convene a meeting of Noteholders upon receipt of a Requestof the Issuer or a Noteholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Issuer or by the Noteholderssigning such request against the costs which may be incurred in connection with the calling and holding of such meeting. If the Trusteefails within 30 days after receipt of any such request and such indemnity and funding to give notice convening a meeting, the Issuer orsuch Noteholders, as the case may be, may convene such meeting. Every such meeting shall be held in Calgary, Alberta or Toronto, Ontario,or at such other place or virtually as may be approved or determined by the Trustee, the Issuer or the Noteholders who convened the meetingin accordance with this Section 11.1.

At least 15 days’ notice ofany meeting shall be given to the Noteholders in the manner provided in Section 12.2 and a copy thereof shall be sent by mail to the Trusteein the manner provided in Section 12.3 (unless the meeting has been called by it) and to the Issuer (unless the meeting has been calledby it). Such notice shall state the time and place (or log-in details for a virtual meeting) at which the meeting is to be held and shallstate briefly the general nature of the business to be transacted thereat, and it shall not be necessary for any such notice to set outthe terms of any resolution to be proposed or any of this Article12.

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The Chair of the Board of theIssuer, if present, will be the chairman of any meeting of the Noteholders, failing which an individual (who need not be a Noteholder)nominated in writing by the Trustee shall be chairman of the meeting. If no individual is so nominated, or if the individual so nominatedis not present within 15 minutes from the time fixed for the holding of the meeting, the Noteholders present in person or representedby proxy shall choose by Ordinary Resolution an individual present to be chairman.

Subject to Section 11.13, atany meeting of the Noteholders a quorum shall consist of two or more Noteholders present in person or represented by proxy and owningor representing at least 25% of the aggregate principal amount of the Notes then outstanding. Subject to Section 11.13, if a quorum ofthe Noteholders is not present within 30 minutes from the time fixed for holding any meeting, the meeting, if convened by the Noteholdersshall be dissolved, but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a BusinessDay, in which case it shall be adjourned to the next Business Day thereafter) at the same time and place, and no notice shall be requiredto be given in respect of such adjourned meeting. At the adjourned meeting, the Noteholders present in person or represented by proxyshall constitute a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may notrepresent at least 25% of the aggregate principal amount of the Notes then outstanding.

The chairman of a meeting atwhich a quorum of Noteholders is present may, with the consent of the holders of a majority of the aggregate principal amount of the Notespresent or represented thereat, adjourn such meeting, and no notice of such adjournment need be given except such notice, if any, as themeeting may prescribe.

Except as otherwise providedin this Indenture, every resolution submitted to a meeting of Noteholders shall be decided by a majority of the votes cast on a show ofhands, and unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carriedunanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

On every Extraordinary Resolutionand on any other resolution submitted to a meeting of Noteholders in respect of which the chairman or one or more Noteholders or proxyholdersfor Noteholders holding at least $10,000 principal amount of Notes demands a poll, a poll shall be taken in such manner and either atonce or after an adjournment as the chairman shall direct. Resolutions other than Extraordinary Resolutions shall, if a poll is taken,be decided by the votes of the holders of a majority of the principal amount of the Notes represented at the meeting and voted on thepoll.

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The Issuer, and the Trustee,by their respective officers and/or directors and the legal advisers of the Issuer and the Trustee may attend any meeting of the Noteholders,but shall have no vote as such.

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The following powers of theNoteholders shall be exercisable from time to time only by Extraordinary Resolution:

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Except as otherwise provided in this Indentureall other powers of and matters to be determined by the Noteholders may be exercised or determined from time to time by Ordinary Resolution.

The expression “OrdinaryResolution” when used in this Indenture means, except as otherwise provided in this Indenture, a resolution proposed to be passedas a ordinary resolution at a meeting of Noteholders duly convened for the purpose and held in accordance with this Article11 atwhich a quorum of the Noteholders is present and passed by the affirmative votes of the holders of more than 50% of the aggregate principalamount of the Notes who are present in person or represented by proxy at such meeting.

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Notwithstanding Section 11.11,without the consent of any holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture,the Notes or the Guarantees:

Any one or more of the powersor any combination of the powers in this Indenture stated to be exercisable by the Noteholders may be exercised from time to time, andthe exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the rightsof the Noteholders to exercise the same or any other such power or powers or combination of powers thereafter from time to time. No powersexercisable by the Noteholders will derogate in any way from the rights of the Issuer under or pursuant to this Indenture or any Notes.

Minutes of all resolutionsand proceedings at every meeting of Noteholders shall be made and duly entered in books to be from time to time provided for that purposeby the Trustee at the expense of the Issuer, and any such minutes, if signed by the chairman of the meeting at which such resolutionswere passed or proceedings had, or by the chairman of the next succeeding meeting of the Noteholders, shall be prima facie evidenceof the matters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shallhave been made, shall be deemed to have been duly held and convened and all resolutions passed thereat or proceedings taken to have beenduly passed and taken.

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All actions which may betaken and all powers which may be exercised by the Noteholders at a meeting held as provided in this Article11 may also betaken and exercised by an instrument in writing signed in one or more counterparts by the holders of more than 50%, in the case ofan Ordinary Resolution, or not less than 66⅔%, in the case of an Extraordinary Resolution, of the aggregate principal amountof the outstanding Notes, and the expressions “Ordinary Resolution” and “Extraordinary Resolution” when used inthis Indenture shall include any instrument so signed.

Subject to Section 11.19, everyresolution passed in accordance with this Article11 at a meeting of Noteholders shall be binding upon all the Noteholders, whetherpresent at or absent from such meeting and every instrument in writing signed by Noteholders in accordance with Section 11.17 shall bebinding upon all the Noteholders, whether signatories thereto or not, and each and every Noteholder and the Trustee (subject to the provisionsfor its funding, security and indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrumentin writing.

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Article12
NOTICES

Any notice to the Issuer underthis Indenture shall be valid and effective if delivered to the Issuer at Suite 2000, 585 – 8^th Avenue SW, Calgary, Alberta,Canada T2P 1G1 or, if sent by facsimile transmission and shall be deemed to have been validly given at the time of delivery or transmission,at +1-403-693-0020, in each case with a copy by email to [email address redacted] and [email address redacted], Attention:[name and title redacted], and [name and title redacted], if it is received prior to 4:00 p.m. (Calgary time) on a BusinessDay, failing which it shall be deemed to have been given on the next Business Day. The Issuer may from time to time notify the Trusteeof a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number ofthe Issuer for all purposes of this Indenture.

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Any notice to the Trustee underthis Indenture shall be valid and effective if delivered to an officer of the Trustee at Computershare Trust Company of Canada, 800, 324– 8^th Avenue SW, Calgary, Alberta, Canada T2P 2Z2, or if sent by facsimile transmission (with receipt confirmed) at +1-403-267-6598or, if sent by email, at corporatetrust.calgary@computershare.com, Attention: Manager, Corporate Trust, and shall be deemed to have beenvalidly given at the time of delivery or transmission if it is received prior to 4:00 p.m. (Toronto time) on a Business Day, failing whichit shall be deemed to have been given on the next Business Day. The Trustee may from time to time notify the Issuer of a change in addressor facsimile number which thereafter, until changed by similar notice, shall be the address or facsimile number of the Trustee for allpurposes of this Indenture.

If at any time any notice isrequired by this Indenture to be published in a particular city and no newspaper of general circulation is then being published and circulatedon a daily basis in that city, the Issuer shall not be required to publish in that city.

Any notice provided for inthis Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waivershall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not bea condition precedent to the validity of any action taken in reliance upon such waivers.

Article13
CONCERNING THE TRUSTEE

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The Trustee represents to theIssuer that at the date of the execution and delivery of this Indenture to the best of its knowledge and belief there exists no materialconflict of interest in the Trustee’s role as a fiduciary hereunder. If at any time a material conflict of interest exists in respectof the Trustee’s role as a fiduciary under this Indenture that is not eliminated within 90 days after the Trustee becomes aware that sucha material conflict of interest exists, the Trustee shall resign from the trusts under this Indenture by giving notice in writing of suchresignation and the nature of the conflict to the Issuer at least 21 days prior to the date upon which such resignation is to take effect,and will on such date be discharged from all further duties and liabilities hereunder. The validity and enforceability of this Indentureand any Notes will not be affected in any manner whatsoever by reason only of the existence of a material conflict of interest of theTrustee. If the Trustee contravenes the foregoing provisions of this Section 13.2, any interested party may apply to the Alberta Courtof King’s Bench for an order that the Trustee be replaced as trustee under this Indenture.

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and thereupon the resignation or removalof the retiring trustee shall become effective and such successor trustee, without any further act, deed or conveyance, and upon paymentof all outstanding fees and expenses properly payable to the retiring trustee under this Indenture, shall become vested with all the rights,powers, trusts and duties of the retiring trustee.

The Trustee may in its personalor other capacity, buy, sell, lend upon and deal in the Notes and generally contract and enter into financial transactions with the Issueror otherwise, without being liable to account for any profits made thereby.

No Person dealing with theTrustee shall be concerned to inquire whether the powers that the Trustee is purporting to exercise have become exercisable, or whetherany amount remains due upon the Notes or to see to the application of any amount paid to the Trustee.

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The Trustee shall not be requiredto give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of this Indenture.

All rights of action underthis Indenture may be enforced by the Trustee without the possession of any of the Notes or the production thereof on any trial or otherproceedings relative thereto.

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Any corporation into whichthe Trustee may be merged or with which it may be amalgamated or consolidated, or any corporation resulting from any merger, amalgamationor consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trustbusiness of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligibleunder this Article13, without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

The Trustee shall have powerto institute and maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interestsand the interests of the Noteholders.

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The Trustee represents to theIssuer that at the date of execution and delivery by it of this Indenture it is authorized to carry on the business of a trust companyin each of the provinces and territories of Canada. If the Trustee ceases to be authorized to carry on such business in any province orterritory of Canada, the validity and enforceability of this Indenture and the Notes issued under this Indenture will not be affectedin any manner whatsoever by reason only of such event, but within 90 days after ceasing to be authorized to carry on the business of atrust company in each province and territory of Canada the Trustee either shall become so authorized or shall resign in the manner andwith the effect specified in Section 13.4.

The Trustee and the Issuershall have no liability whatsoever for:

Notes issued to a Depositoryin the form of a Global Note shall be subject to the following:

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The Issuer hereby irrevocablyappoints the Trustee to be the attorney of the Issuer in the name and on behalf of the Issuer to execute any documents and to do any actsand things which the Issuer ought to execute and do, and has not executed or done, under the covenants and provisions contained in thisIndenture and generally to use the name of the Issuer in the exercise of all or any of the powers hereby conferred on the Trustee, withfull powers of substitution and revocation.

The Trustee hereby acceptsthe trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions set forth in thisIndenture and in trust for the Noteholders from time to time, subject to the terms and conditions of this Indenture.

The Issuer hereby representsto the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Indenture, for or to thecredit of the Issuer, is not intended to be used by or on behalf of any third party.

The Trustee shall retain theright not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, theTrustee, in its sole judgment, acting reasonably, determines that such act might cause it to be in non-compliance with any applicableanti-money laundering, sanctions or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, in its sole judgment,acting reasonably, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicableanti- money laundering, sanctions or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10days’ prior written notice sent to the Issuer, provided that (i) the Trustee’s written notice shall describe the circ*mstances of suchnon-compliance to the extent permitted by applicable anti-money laundering, sanctions or anti-terrorist legislation, regulation or guideline,and (ii) that if such circ*mstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shallnot be effective.

The Trustee may:

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The parties acknowledge thatthe Trustee may, in the course of providing services hereunder, collect or receive financial and other personal information about suchparties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such informationfor the following purposes:

Each party acknowledges and agrees that the Trusteemay receive, collect, use and disclose personal information provided to it or acquired by it in connection with this Indenture for thepurposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Trustee shall make availableon its website, www.computershare.com, or upon request, including revisions thereto. The Trustee may transfer personal information toother companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the servicesit provides. Further, each party agrees that it shall not provide or cause to be provided to the Trustee any personal information relatingto an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consentedto the aforementioned uses and disclosures.

Article14
SUPPLEMENTAL INDENTURES

The consent of the Noteholdersis not necessary under this Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consentapproves the substance of the proposed amendment or waiver.

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After an amendment under thisIndenture becomes effective, the Issuer is required to deliver to Noteholders a notice briefly describing such amendment. However, thefailure to give such notice to all Noteholders, or any defect therein, will not impair or affect the validity of the amendment.

Upon the execution ofany Supplemental Indenture, this Indenture shall be modified in accordance therewith, such Supplemental Indentures shall form a partof this Indenture for all purposes, and every Noteholder to which such Supplemental Indenture relates shall be bound thereby. AnySupplemental Indenture may contain terms which add to, modify or negate any of the terms contained in this Indenture, and to theextent that there is any difference between the terms of this Indenture and the terms contained in a Supplemental Indenture, theterms contained in the Supplemental Indenture shall be applicable to the Notes to which such Supplemental Indenture relates and thecorresponding terms contained in this Indenture shall not be applicable unless otherwise indicated in such SupplementalIndenture.

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Article15
EVIDENCE OF RIGHTS OF NOTEHOLDERS

Article16
EXECUTION AND FORMAL DATE

This Indenture may be executedin several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constituteone and the same instrument. Delivery of an executed signature page to this Indenture by any person by electronic transmission shall beas effective as delivery of a manually executed copy of this Indenture by such person.

For the purpose of convenience,this Indenture may be referred to as bearing formal date of June 21, 2024, irrespective of the actual date of execution thereof.

[Signature page follows]

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IN WITNESS WHEREOF, the parties heretohave executed this Indenture and the hands of their proper officers in that behalf.

[Signature Page to theIndenture]

SCHEDULE “A”

GLOBAL NOTE LEGEND

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE INITIAL ISSUANCEDATE].

THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THEMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.

UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO VEREN INC. OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. (OR IN SUCH OTHERNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS) AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF CDS, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULSINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT ISA VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITEDTO TRANSFERS IN WHOLE, BUT NOT IN PART, TO CDS, TO NOMINEES OF CDS OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERSOF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERREDTO HEREIN.

A-1

SCHEDULE “B”

INITIAL GUARANTORS

Veren Partnership

Veren U.S. Corp.

Veren Holdings Ltd.

Hammerhead Energy Inc.

B-1

SCHEDULE “C”

FORM OF GUARANTEE

See attached.

C-1

GUARANTEE

This Agreement is made as of [●],2024

RECITALS:

For good and valuable consideration, the receiptand adequacy of which are acknowledged by each Guarantor, each Guarantor, jointly and severally, agrees with and in favour of the Trustee(for its own benefit and for the benefit of the Noteholders) as follows:

In this Agreement capitalized terms usedbut not otherwise defined shall have the meanings given to them in the Indenture, and the following terms have the following meanings:

“Agreement” means thisguarantee, including the exhibits and recitals to this guarantee, as it or they may be amended, supplemented, restated or replaced fromtime to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby”and similar expressions refer to this Agreement and not to any particular section or other portion of this Agreement.

“Code” means the InternalRevenue Code of 1986, as amended from time to time.

“Creditors” means, collectively,the Trustee and the Noteholders, in each case in their capacity as creditors of one or more of the Obligors pursuant to any of the NotesDocuments.

“FATCA” means Sections1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparableand not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreementsentered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuantto any intergovernmental agreement, treaty or convention among Governmental Authorities and relating to such Sections of the Code.

“GuaranteedObligations” means all present and future indebtedness, liabilities and obligations of any and every kind, nature anddescription (whether direct or indirect, joint or several or solidary, absolute or contingent, matured or unmatured) of the Obligorsto the Trustee (for its own benefit and for the benefit of the Noteholders) under, in connection with or with respect to the NotesDocuments.

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“Guarantor Liabilities”means, in respect of any Guarantor, all present and future indebtedness, liabilities and obligations of such Guarantor to the Trusteeunder this Agreement.

“Guarantors” means thePersons delivering a signature page to this Agreement and any other Person which hereafter delivers a Supplement, in each case in theircapacities as guarantors hereunder, and “Guarantor” means any one of them.

“Indenture” has themeaning set out in the recitals hereto.

“Insolvency Proceeding”means any proceeding seeking to adjudicate a Person an insolvent, seeking a receiving order against such Person under the Bankruptcyand Insolvency Act (Canada) or U.S. bankruptcy law, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement,adjustment, protection, moratorium, relief or composition of such Person or its debts or a stay of proceedings of such Person’s creditorsgenerally (or any class of creditors) or any other relief, under any federal, provincial, state, territorial or foreign law now or hereafterin effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection ofdebtors (including the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), U.S. bankruptcylaw, and any similar legislation in any jurisdiction) or at common law or in equity.

“Intercompany Debt”means, in respect of any Guarantor, all present and future indebtedness, liabilities and obligations of any and every kind, nature anddescription (whether direct or indirect, joint or several, absolute or contingent, matured or unmatured) of the Issuer or any other Guarantorto such Guarantor and all guarantees and security therefor.

“Notes Documents” meansthis Agreement, the Indenture, the Notes, and those ancillary agreements executed in connection with the Indenture to which the Trusteeor any Noteholder is a party or a beneficiary.

“Obligors” means, collectively,the Issuer and the Guarantors and “Obligor” means any of the Obligors.

“Organizational Documents”means, with respect to any Person, such Person’s articles or other charter documents, by-laws, unanimous shareholder agreement, partnershipagreement or trust agreement, as applicable, and any and all other similar agreements, documents and instruments relative to such Person.

“Original Currency”has the meaning set out in Section 18.

“Supplement” has themeaning given to it in Section 30.

“Surety” means any presentor future guarantor or surety of any or all of the Guaranteed Obligations, other than the Guarantors.

“U.S. Guarantor” meansa Guarantor that is incorporated or organized under the laws of the United States, any state or territory thereof or the District of Columbia.

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The Non-Resident Guarantorwill also make such withholding or deduction in respect of Withholding Taxes as is required by law or by the administration or interpretationthereof and remit the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, regulationor administrative practice and furnish to the Trustee and the Noteholders, within 60 days after the day the payment of any WithholdingTaxes is due pursuant to applicable law, copies of receipts or other communications relating to the remittance of such Withholding Taxesor the filing of such forms received by the Guarantor from such Governmental Authority promptly after receipt thereof.

The Guarantor Liabilities of each Guarantorare continuing, absolute, unconditional and irrevocable. The Guarantor Liabilities of each Guarantor shall remain effective despite, andshall not be released, exonerated, discharged, diminished, subjected to defence, limited or in any way affected by, anything done, omittedto be done, suffered or permitted by the Creditors, any other Obligor, or any other Person, or by any other matter, act, omission, circ*mstance,development or other thing of any nature, kind or description, other than (a) the due payment and performance in full of all of the GuaranteedObligations and all of the Guarantor Liabilities of such Guarantor, or (b) any agreement in writing from the Trustee that is specificallyto such effect.

Without limiting the generality of Section3, the Guarantor Liabilities of each Guarantor shall remain fully effective and enforceable against such Guarantor and shall not be released,exonerated, discharged, diminished, subjected to defence, limited or in any way affected by, and the rights and remedies of the Trusteeunder this Agreement shall not in any way be diminished or prejudiced by, and each Guarantor hereby consents to or waives, as applicable,to the fullest extent permitted by applicable law:

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Without limiting the generality of Section3, the Guarantor Liabilities of each Guarantor shall remain fully effective and enforceable against such Guarantor and shall not be released,exonerated, discharged, diminished, subjected to defence, limited or in any way affected by, and the rights and remedies of the Creditorsunder this Agreement shall not in any way be diminished or prejudiced by, and each Guarantor hereby consents to or waives, as applicable,to the fullest extent permitted by applicable law:

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By accepting the benefit of this Agreementthe Trustee is deemed to have acknowledged that the foregoing consent and waiver by each Guarantor is intended to waive all defences (otherthan the defence of due payment and performance in full of the Guaranteed Obligations and its Guarantor Liabilities) that might otherwisebe available to such Guarantor as a guarantor under applicable law and is not intended to constitute such Guarantor’s agreement for thepurposes of any future act or transaction made pursuant to the Indenture which is expressly required by the terms of the Indenture tobe agreed to by such Guarantor in writing.

Any account settled or stated betweenthe Trustee or any Noteholder and any Obligor shall be accepted by each other Guarantor as prima facie evidence that the amountthereby appearing due by such Obligor to the Trustee or such Noteholder.

The Guarantors hereby jointly and severallyagree to indemnify and save the Creditors harmless from and against all loss, cost, damage, expense, claim and liability, subject to theprovisions of Section 8.6 and Section 8.9 of the Indenture, which shall apply, mutatis mutandis, in all respects to the Guarantors andthe Creditors, as though the Guarantors were the Issuer which they may at any time suffer or incur in connection with:

If, and to the extent that, any amountin respect of the Guaranteed Obligations is not recoverable from any Guarantor under this Agreement on the basis of a guarantee or theCreditors are not indemnified under Section 7, in each case, for any reason whatsoever, then, notwithstanding any other provision of thisAgreement, such Guarantor shall be liable under this Agreement as principal obligor in respect of the due payment of such amount and shallpay such amount to the Trustee after demand as herein provided.

This Agreement is a continuing guaranteeand is binding as a continuing obligation of each Guarantor and the Guaranteed Obligations shall be conclusively presumed to have beencreated in reliance on this Agreement. A Guarantor may not in any manner terminate this Agreement or the Guarantor Liabilities of suchGuarantor other than by (a) the due and punctual payment in full of the Guarantor Liabilities of such Guarantor, or (b) any agreementin writing from the Trustee that is specifically to such effect.

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If acceleration of the time for payment,or the liability of any Obligor to make payment, of any amount specified to be payable by such Obligor in respect of the Guaranteed Obligationsis stayed, prohibited or otherwise affected upon any Insolvency Proceeding or other event affecting such Obligor or payment of any ofthe Guaranteed Obligations by such Obligor, all such amounts otherwise subject to acceleration or payment shall nonetheless be deemedfor all purposes of this Agreement to be and to have become due and payable by such Obligor and shall be payable by each Guarantor underthis Agreement immediately forthwith on demand by the Trustee.

Each Guarantor acknowledges and agreesthat such Guarantor has not executed this Agreement as a result of, by reason of, or in reliance upon, any promise, representation, statementor information of any kind or nature whatsoever given, or offered to such Guarantor, by or on behalf of the Creditors or any other Personwhether in answer to any enquiry by or on behalf of such Guarantor or not and the Creditors were not prior to the execution by such Guarantorof this Agreement, and are not thereafter, under any duty to disclose to such Guarantor or any other Person any information, matter orthing (material or otherwise) relating to any Obligor, its affairs or its transactions with the Creditors, including any information,matter or thing which puts or may put any Obligor in a position which such Guarantor would not expect or any unexpected facts or unusualfeatures which, whether known or unknown to such Guarantor, are present in any transaction between any Obligor and the Creditors, andthe Creditors were not and are not under any duty to do or execute any matter, thing or document relating to any Obligor, its affairsor its transactions with the Creditors. Each Guarantor acknowledges and confirms that it has established its own adequate means of obtainingfrom the Obligors on a continuing basis all information desired by such Guarantor concerning the financial condition of the Obligors andthat such Guarantor will look to the Obligors, and not to the Trustee or any Noteholder, in order for such Guarantor to keep adequatelyinformed of changes in the Obligors’ financial condition.

If, at any time, all or any part of anypayment previously applied by the Trustee or any Noteholder to any of the Guaranteed Obligations is or must be rescinded or returned bythe Trustee or such Noteholder for any reason whatsoever (including any Insolvency Proceeding affecting any Obligor or any other Person),such Guaranteed Obligations shall, for the purpose of this Agreement, to the extent that such payment is or must be rescinded or returned,be deemed to have continued in existence, notwithstanding such application by the Trustee or such Noteholder, and this Agreement shallcontinue to be effective or be reinstated, as the case may be, as to such Guaranteed Obligations, all as though such application by theTrustee or such Noteholder had not been made.

Notwithstanding any payment made by anyGuarantor under this Agreement or any set-off or application of funds of any Guarantor by any Creditor, no Guarantor shall have any rightof subrogation to, and each Guarantor waives, any right to enforce any remedy which any Creditor now has or may hereafter have againstany Guarantor, until all of the Guaranteed Obligations have been indefeasibly paid in full.

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Following the occurrence and during thecontinuance of an Event of Default, each Guarantor hereby postpones all of its Intercompany Debt to the payment in full of the GuaranteedObligations. All moneys received by any Guarantor in respect of its Intercompany Debt while an Event of Default has occurred and is continuingshall be received by such Guarantor in trust for the Trustee and, immediately following such receipt, shall be paid over to the Trustee.

In any Insolvency Proceeding affectingany Obligor, the Creditors shall have the right, in priority to each Guarantor, to receive their full claim in respect of such InsolvencyProceeding for all of the Guaranteed Obligations. The Creditors shall have the right to include in their claim in any Insolvency Proceedingaffecting any Obligor all or any part of the payments made by each Guarantor under this Agreement and, to prove and rank for, and receivedividends in respect of, all such claims, all of which rights and privileges as they relate and apply to each Guarantor are hereby assignedby such Guarantor to the Trustee on behalf of itself and the Noteholders. The provisions of this Section 15 shall be sufficient authorityfor any Person making payment of any such dividends to pay the same directly to the Trustee for the benefit of itself and the Noteholders.The Trustee shall be entitled to receive for the benefit of itself and the Noteholders all dividends or other payments in respect of allof the above referenced claims until all of the Guaranteed Obligations are paid and satisfied in full and each Guarantor shall continueto be liable under this Agreement for any unpaid balance of the Guaranteed Obligations. If any amount is paid to any Guarantor under anyInsolvency Proceeding affecting any Obligor when any of the Guaranteed Obligations remain outstanding, such amount shall be received andheld in trust by such Guarantor for the benefit of the Creditors and shall be immediately paid to the Trustee to be credited and appliedagainst the Guarantor Liabilities of such Guarantor.

Each Guarantor waives to the fullestextent permitted by applicable law, any right or claim of right to cause a marshalling of an Obligor’s, a Surety’s or any other Person’sassets, or to cause any Creditor to proceed against any Obligor, a Surety or any other Person, in any particular order. No Creditor shallhave any obligation to marshall any assets in favour of an Obligor, a Surety or any other Person or against or in payment of any of theGuaranteed Obligations or any of the obligations of any Guarantor, a Surety or any other Person owed to any Creditor.

This Agreement is a guarantee of paymentand performance and not of collection. The Creditors shall not be required to take any action or to exhaust their recourse against anyObligor, any Guarantor, any Surety or any other Person, before being entitled to payment from, and to enforce their rights and remediesagainst, any other Guarantor under this Agreement. Each Guarantor hereby renounces to the benefits of division and discussion.

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Each Guarantor shall make paymentrelative to any Guaranteed Obligations in the currency (the “Original Currency”) in which the applicable Obligorsare required to pay such Guaranteed Obligations. If any Guarantor makes payment relative to any Guaranteed Obligations in a currencyother than the Original Currency (whether voluntarily or pursuant to an order or judgment of a court or tribunal of anyjurisdiction), such payment shall constitute a discharge of the Guarantor Liabilities of such Guarantor only to the extent of theamount of the Original Currency which the Trustee is able to purchase at Toronto, Ontario with the amount it receives on the date ofreceipt. If the amount of the Original Currency which the Trustee is able to purchase is less than the amount of such currencyoriginally due to it in respect to the relevant Guaranteed Obligations, such Guarantor shall indemnify and save the Creditorsharmless from and against any loss or damage arising as a result of such deficiency. This indemnity constitutes an obligationseparate and independent from the other obligations contained in this Agreement, gives rise to a separate and independent cause ofaction, applies irrespective of any indulgence granted by the Trustee and any Noteholder and continues in full force and effectnotwithstanding any judgment or order in respect of any amount due hereunder or under any judgment or order.

Each Guarantor represents and warrants,upon each of which representations and warranties each of the Creditors relies, that each of the representations and warranties relativeto such Guarantor in each of the other Notes Documents is true and correct when made or deemed made.

Each Guarantor shall comply, and shallcause each of its Subsidiaries to comply, with all of the provisions, covenants and agreements contained in each of the Notes Documentsto the extent that such provisions, covenants and agreements apply to such Guarantor or its Subsidiaries and shall, and shall cause eachof its Subsidiaries to, take, or refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so thatno violation of any provision, covenant or agreement contained in any of the Notes Documents, and so that no Default or Event of Defaultunder any of the Notes Documents, is caused by the actions or inactions of such Guarantor or any of its Subsidiaries. For the avoidanceof doubt but without limitation, each Guarantor agrees to comply with its gross-up and indemnity obligations under the Indenture withrespect to taxes.

Any notice or other communication requiredor permitted to be given under this Agreement shall be made in accordance with the terms of the Indenture.

None of the terms or provisions of thisAgreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Trustee (and, withrespect to amendments and supplements, the Guarantors).

Any provision of this Agreement thatis prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition orunenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreementor affecting the validity or enforceability of such provision in any other jurisdiction.

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If an Event of Default shall have occurredand be continuing, each Creditor is hereby authorized at any time and from time to time, to the fullest extent permitted by applicablelaw, to set-off, compensate against or combine and apply any and all deposits (general or special, time or demand, provisional or final)at any time held by such Creditor or any of its Affiliates and other obligations at any time owing by such Creditor or any of its Affiliatesto or for the credit or the account of any Guarantor against or with any or all of the Guarantor Liabilities of such Guarantor, irrespectiveof whether or not such Creditor shall have made any demand under any Notes Document and although such obligations may be unmatured. Therights of each Creditor under this Section 24 are in addition to other rights and remedies (including other rights of set-off or combination)which such Creditor may have.

This Agreement shall be governed by andconstrued in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Without prejudiceto the ability of the Trustee to enforce this Agreement in any other proper jurisdiction, each Guarantor irrevocably submits and attornsto the non-exclusive jurisdiction of the courts of such Province. To the extent permitted by applicable law, each Guarantor irrevocablywaives any objection (including any claim of inconvenient forum) that it may now or hereafter have to the venue of any legal proceedingarising out of or relating to this Agreement in the courts of such Province. Each Guarantor hereby irrevocably consents to the serviceof any and all process in any such action or proceeding by the delivery of copies of such process to each Guarantor at the address asprovided for pursuant to Section 21. Nothing in this Section 25 affects the right of the Trustee to serve process in any manner permittedby applicable law. In any legal proceeding relating to this Agreement, each Guarantor agrees not to assert that the Commodity ExchangeAct applies to this Agreement.

Time is of the essence with respect tothis Agreement and the time for performance of the obligations of each Guarantor under this Agreement may be strictly enforced by theTrustee.

The definitions of terms hereinshall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shallinclude the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and“including” shall be deemed to be followed by the phrase “without limitation”. The word “or” isdisjunctive; the word “and” is conjunctive. The word “shall” is mandatory; the word “may” ispermissive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other documentherein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented,restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set outherein), (b) any reference herein to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be areference to such statute or section as amended, replaced or re-enacted from time to time, (c) any reference herein to any Personshall be construed to include such Person’s successors and permitted assigns, (d) the words “herein”, “hereof”and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to anyparticular provision hereof, and (e) all references herein to Sections and Exhibits shall be construed to refer to Sections andExhibits to, this Agreement. Section headings are for convenience of reference only, are not part of this Agreement and shall notaffect the construction of, or be taken into consideration in interpreting, this Agreement.

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This Agreement shall enure to the benefitof, and be binding on, each Guarantor and its successors and assigns, and shall enure to the benefit of, and be binding on, the Trusteeand its successors and assigns. No Guarantor may assign this Agreement, or any of its rights or obligations under this Agreement. TheTrustee may assign this Agreement and any of their rights and obligations hereunder to any Person that replaces it in its capacity assuch. If any Guarantor or the Trustee is an individual, then the term “Guarantor” or “Trustee”, as applicable,shall also include his or her heirs, administrators and executors.

Each Guarantor acknowledges receipt ofan executed copy of this Agreement and the Indenture.

Additional Persons may from time to timeafter the date of this Agreement become Guarantors under this Agreement by executing and delivering to the Trustee a supplemental agreement(together with all schedules thereto, a “Supplement”) to this Agreement, in substantially the form attached hereto asExhibit “A”. Effective from and after the date of the execution and delivery by any Person to the Trustee of a Supplement suchPerson shall be, and shall be deemed for all purposes to be, a Guarantor under this Agreement with the same force and effect, and subjectto the same agreements, representations, indemnities, liabilities and obligations, as if such Person had been an original signatory tothis Agreement as a Guarantor. The execution and delivery of a Supplement by any additional Person shall not require the consent of anyObligor or any Guarantor and all of the liabilities and obligations of each Guarantor hereunder shall remain in full force and effect,notwithstanding the addition of any new Guarantor to this Agreement.

Except as otherwise expressly providedhereunder, each Guarantor is jointly and severally liable for all obligations of the other Guarantors under this Agreement.

In the event of any conflict or inconsistencybetween the provisions of this Agreement and the provisions of the Indenture then, notwithstanding anything contained in this Agreement,the provisions contained in the Indenture shall prevail to the extent of such conflict or inconsistency and the provisions of this Agreementshall be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency, it being understood that the purposeof this Agreement is to add to, and detract from, the rights granted to the Trustee (for its own benefit and for the benefit of the Noteholders).If any act or omission of any or all Guarantors is expressly permitted under the Indenture but is expressly prohibited under this Agreement,such act or omission shall be permitted. If any act or omission is expressly prohibited under this Agreement, but the Indenture does notexpressly permit such act or omission, or if any act is expressly required to be performed under this Agreement but the Indenture doesnot expressly relieve any or all Guarantors from such performance, such circ*mstance shall not constitute a conflict or inconsistencybetween the applicable provisions of this Agreement and the provisions of the Indenture.

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The Creditors are beneficiaries of thisAgreement subject to the terms and conditions of the Indenture. Subject to Section 24, this Agreement may be enforced only by the actionof the Trustee, acting on behalf of the Creditors and no other Creditor shall have any rights individually to enforce or seek to enforcethis Agreement.

This Agreement may be executed in counterparts,each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Deliveryof an executed signature page to this Agreement by any Guarantor by facsimile or other electronic form of transmission shall be as effectiveas delivery by such Guarantor of a manually executed copy of this Agreement by such Guarantor.

This Agreement and any documentdelivered in connection herewith is delivered in favour of the Trustee solely in its capacity as Trustee and not in its personalcapacity. Whenever any reference is made in this Agreement or in any document delivered in connection herewith, to an act to beperformed by the Trustee, such reference shall be construed and applied for all purposes as if it referred to an act to be performedby the Trustee for and on behalf of the Noteholders. Any and all of the representations, undertakings, covenants, indemnities,agreements and other obligations (in this section, collectively “obligations”) made on the part of the Trusteeherein or therein are made and intended not as personal obligations of or by the Trustee or for the purpose or with the intention ofbinding the Trustee in its personal capacity, but are made and intended for the purpose of binding only the Trustee in its capacityas trustee for and on behalf of the Noteholders. No property or assets of the Trustee, whether owned beneficially by it in itspersonal capacity or otherwise, will be subject to levy, execution or other enforcement procedures with regard to any of theTrustee’s obligations hereunder or thereunder. No recourse may be had or taken, directly or indirectly, against the Trustee in itspersonal capacity, or any incorporator, shareholder, officer, director, employee or agent of the Trustee or of any predecessor orsuccessor of the Trustee, with regard to the Trustee’s obligations hereunder.

[Signature page follows]

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IN WITNESS WHEREOF the undersigned hascaused this Agreement to be duly executed as of the date first written above.

[Signature Page to theGuarantee]

EXHIBIT “A”

FORM OF SUPPLEMENT TO GUARANTEE

WHEREAS:

For good and valuable consideration, the receiptand sufficiency of which are acknowledged by the New Guarantor, the New Guarantor agrees with and in favour of the Trustee (for its ownbenefit and for the benefit of the Noteholders) as follows:

A-1

[Signatures page follows]

A-2

IN WITNESS WHEREOF, the undersigned hasexecuted this Supplement as of the date first above written.

A-3

SCHEDULE “D”

APPROVED BANKS

D-1

Exhibit 99.2

FIRST SUPPLEMENTAL TRUST INDENTURE

This First Supplemental Trust Indenture is enteredinto as of the 21^st day of June, 2024 between:

VEREN INC., a corporation existing underthe laws of the Province of Alberta (the “Issuer”)

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COMPUTERSHARE TRUST COMPANY OF CANADA,a trust company existing under the federal laws of Canada and authorized to carry on business in all provinces of Canada (the “Trustee”)

WHEREAS the Issuer and the Trustee enteredinto a trust indenture dated as of June 21, 2024 (the“Indenture”) to provide for the creation and issuance of unsecurednotes.

AND WHEREAS Section 14.3 of the Indentureprovides that the Trustee and, when authorized by a resolution of the Issuer Board, the Issuer may execute, acknowledge and deliver indenturessupplemental to the Indenture;

AND WHEREAS the Issuer has determined tocreate and issue a first series of Notes to be designated 4.968% senior unsecured notes due June 21, 2029 (Series 2024-1) (the “Series1 Notes”) and to enter into this first supplemental trust indenture (this “Supplemental Indenture”) with theTrustee to provide for such creation and issuance of the Series 1 Notes;

AND WHEREAS all necessary resolutions ofthe directors of the Issuer have been duly passed and other proceedings taken and conditions complied with to authorize the executionand delivery of this Supplemental Indenture, to make the same effective and binding upon the Issuer, and to make the Series 1 Notes, whencertified by the Trustee and issued as provided in the Indenture and this Supplemental Indenture, legal, valid and binding obligationsof the Issuer with the benefit and subject to the terms of the Indenture and this Supplemental Indenture;

AND WHEREAS the foregoing recitals aremade as representations and statements of fact by the Issuer and not by the Trustee;

NOW THEREFORE it is hereby covenanted,agreed and declared as set forth below.

Article1
DEFINITIONS AND AMENDMENTS TO INDENTURE

“Canada Yield Price”means a price for the Series 1 Notes being redeemed, calculated at 10:00 a.m. (Toronto time) on the business day preceding the date onwhich the Issuer issues a notice of redemption pursuant to the Indenture and in accordance with generally accepted Canadian financialpractice to provide a yield to the Par Call Date equal to the Government of Canada Yield plus 0.415%.

“Government of Canada Yield”means on any date, with respect to the Series 1 Notes, the yield to maturity on such date, assuming semi-annual compounding interest,which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada, at 100% of its principal amount onsuch date with a term to maturity equal to, or if no Government of Canada bond having an equal term to maturity exists, as close as possibleto, the remaining term to the Par Call Date. The Government of Canada Yield will be the average of the yields determined by two nationallyrecognized Canadian investment dealers selected by the Issuer.

“Par Call Date” meansMay 21, 2029 (the date that is one month prior to the Maturity Date of the Series 1 Notes).

This Supplemental Indentureis supplemental to the Indenture and the Indenture and the Supplemental Indenture shall hereafter be read together and shall have effect,so far as practicable, with respect to the Series 1 Notes as if all the provisions of the Indenture and this Supplemental Indenture werecontained in one instrument. The Indenture is and shall remain in full force and effect with regards to all matters governing the Series1 Notes, except as the Indenture is amended, superseded, modified or supplemented by this Supplemental Indenture. Notwithstanding theforegoing, in the event of any inconsistency between the provisions of this Supplemental Indenture and the provisions of the Indenture,the provisions of this Supplemental Indenture shall prevail.

Article2
THE SERIES 1 NOTES

There is hereby authorized tobe issued under the Indenture a Series of Notes designated as 4.968% senior unsecured notes due June 21, 2029 (Series 2024-1). The Series1 Notes shall have the terms set forth in this Article 2 and be subject to the applicable provisions of the Indenture.

2

The Series 1 Notes shall be issued asone or more Global Notes and the Global Notes shall be registered in the name of the Depository which, as of the date hereof, shall beCDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder shall receive definitive certificatesrepresenting their interest in Series 1 Notes except as provided in Section 2.5 of the Indenture. A Global Note may be exchanged for Series1 Notes in registered form that are not Global Notes or transferred to and registered in the name of a Person other than the Depositoryfor such Global Notes or a nominee thereof, as provided in Section 2.5 of the Indenture.

3

Article3
GUARANTEES

The Issuer hereby confirms tothe Trustee that subject to the provisions of Section 6.4 of the Indenture, the Guarantees apply to the Series 1 Notes issued hereunder.

Article4
ADDITIONAL MATTERS

The Indenture, as amended andsupplemented by this Supplemental Indenture, is in all respects confirmed.

The Trustee hereby accepts thetrusts in this Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions set forthin the Indenture and this Supplemental Indenture and in trust for the Noteholders from time to time, subject to the terms and conditionsof the Indenture and this Supplemental Indenture.

This Supplemental Indentureand the Series 1 Notes shall be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable thereinand shall be treated, in all respects, as Alberta contracts.

The parties shall, with reasonablediligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplatedby this Supplemental Indenture, and each party shall provide such further documents or instruments required by the other party as maybe reasonably necessary or desirable to effect the purpose of the Indenture and this Supplemental Indenture and carry out its provisions.

This Supplemental Indenturemay be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts togethershall constitute one and the same instrument. Delivery of an executed signature page to this Supplemental Indenture by any Person by electronictransmission shall be as effective as delivery of a manually executed copy of this Indenture by such Person.

For the purpose of convenience,this Supplemental Indenture may be referred to as bearing formal date of June 21, 2024, irrespective of the actual date of execution thereof.

[Signatures page follows]

4

IN WITNESS WHEREOF the parties hereto haveexecuted this Supplemental Indenture.

[SignaturePage to First Supplemental Trust Indenture]

5

SCHEDULE “A”

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE INITIAL ISSUANCEDATE].

THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THEMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.

UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO VEREN INC. OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. (OR IN SUCH OTHERNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS) AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF CDS, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULSINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT ISA VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITEDTO TRANSFERS IN WHOLE, BUT NOT IN PART, TO CDS, TO NOMINEES OF CDS OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERSOF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERREDTO HEREIN.

VEREN INC.

(A corporation existing under the laws of theProvince of Alberta)

4.968% SENIOR UNSECURED NOTE

DUE JUNE 21, 2029 (SERIES 2024-1)

Veren Inc. (the “Issuer”) forvalue received hereby acknowledges itself indebted and, subject to the provisions of the indenture (the “Indenture”)dated as of June 21, 2024 between the Issuer and Computershare Trust Company of Canada, as trustee (the “Trustee”), asamended by the first supplemental trust indenture (the “First Supplemental Indenture”) dated June 21, 2024 (the Indentureas supplemented by the First Supplemental Indenture being referred to as the “Indenture”) promises to pay to CDS &CO. or its registered assigns on June 21, 2029 (the “Maturity Date”) or on such earlier date as the principal amounthereof may become due in accordance with the provisions of the Indenture, the principal sum of $[●] in lawful money of Canada onpresentation and surrender of this 4.968% senior unsecured note due June 21, 2029 (Series 2024-1) (the “Series 1 Notes”)at the principal office of the Trustee in Calgary, Alberta or Toronto, Ontario in accordance with the terms of the Indenture.

6

The Series 1 Notes shall bear interest from thedate of issuance, or from the last Interest Payment Date to which interest shall have been paid or made available for payment thereon,whichever is later, at the rate of 4.968% per annum, payable in cash in equal instalments, semi-annually in arrears, in the amountof $24.840 per $1,000 principal amount (less any tax required by law to be deducted) on the 21^st day of June and December ofeach year (or if such day is not a Business Day, the next Business Day) (each, an “Interest Payment Date”) until theMaturity Date. The first interest payment will be payable on December 21, 2024 in respect of Series 1 Notes and the last interest payment(representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Series 1Notes or the earlier Redemption Date of the Series 1 Notes), subject as herein provided, will be payable on the Maturity Date or the earlierRedemption Date, payable after as well as before maturity and after as well as before default, with interest on amounts in default atthe same rate, compounded semi-annually. Interest for each interest period will be calculated on the basis of equal semi-annual paymentswhen calculating amounts due on any Interest Payment Date and the actual number of days elapsed during each such interest period and a365-day year when calculating accruals during any partial interest period. Interest hereon shall be payable by cheque mailed by prepaidordinary mail (or in the event of mail service interruption, by such other means as the Trustee and the Issuer determine to be appropriate)to the registered holder hereof or by electronic transfer of funds to the registered holder hereof, and subject to the provisions of theIndenture, the mailing of such cheque or the sending of such electronic transfer of funds shall, to the extent of the sum representedthereby (plus the amount of any tax withheld), satisfy and discharge all liability for interest on this Series 1 Note.

This Series 1 Note is one of the Notes of theIssuer issued or issuable in one or more series under the provisions of the Indenture. The maximum principal amount of Series 1 Notesauthorized for issue is unlimited. Reference is hereby expressly made to the Indenture for a description of the terms and conditions uponwhich the Series 1 Notes are or are to be issued and held and the rights and remedies of the holders of the Series 1 Notes and of theIssuer and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth, and to all of which provisionsthe holder of this Series 1 Note by acceptance hereof assents.

The Series 1 Notes are issuable only in minimumdenominations of $2,000 and integral multiples $1,000 in excess thereof. Upon compliance with the provisions of the Indenture, Series1 Notes of any denomination may be exchanged for an equal aggregate principal amount of Series 1 Notes in any other authorized denominationor denominations.

The Series 1 Notes may be redeemed at any timeat the option of the Issuer prior to the Par Call Date in whole, or in part, on not less than 10 nor more than 60 days’ prior notice inaccordance with Article 5 of the Indenture at a Redemption Price equal to the greater of (i) the Canada Yield Price, and (ii) par, togetherin each case with accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Series 1 Notes may be redeemed at theoption of the Issuer at any time on or after the Par Call Date in whole, or in part, on not less than 10 nor more than 60 days’ priornotice in accordance with Article 5 of the Indenture at a Redemption Price equal to par, together with accrued and unpaid interest, ifany, to, but excluding, the Redemption Date. Any redemption of the Series 1 Notes may, at the discretion of the Issuer, be subject toone or more conditions precedent (including, but not limited to, a financing, asset disposition or other transaction).

Upon the occurrence of a Change of Control TriggeringEvent, unless the Issuer has exercised its optional right to redeem all of the Series 1 Notes (to the extent applicable) or is requiredto redeem all of the Series 1 Notes, the Issuer will be required to make (or a third party may make) an offer to repurchase all or, atthe option of each holder of the Series 1 Notes, any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of eachsuch holder’s Series 1 Notes, at a purchase price payable in cash equal to 101% of the outstanding principal amount of the Series 1 Notesto be repurchased, together with accrued and unpaid interest, if any, on such Notes to, but excluding, the date of purchase.

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The indebtedness evidenced by this Series 1 Note,and by all other Series 1 Notes now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of theIssuer, and ranks equal in right of payment with each other and with each other series of Notes issued under the Indenture (regardlessof their series or actual dates or terms of issue) and, subject to statutory preferred exceptions, with all other existing and futureIndebtedness of the Issuer that is not expressly subordinated in right of payment to the Series 1 Notes.

The indebtedness evidenced by this Series 1 Notewill be irrevocably and unconditionally guaranteed, on a senior unsecured basis, by existing and future Guarantors. Each Guarantee willbe an unsecured obligation of the relevant Guarantor and will rank equal in right of payment with all other existing and future Indebtednessof such Guarantor that is not expressly subordinated in right of payment to its Guarantee.

The principal hereof may become or be declareddue and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

Any payment of money to any holder of Series 1Notes shall be reduced by the amount of applicable withholding tax, if any. The Indenture contains provisions making binding upon allholders of Notes outstanding thereunder (or in certain circ*mstances specific series of Notes) resolutions passed at meetings of suchNoteholders held in accordance with such provisions and instruments signed by the Noteholders of a specified majority of Notes outstanding(or specific series), which resolutions or instruments may have the effect of amending the terms of these Series 1 Notes or the Indenture.

This Series 1 Note may only be transferred, uponcompliance with the conditions prescribed in the Indenture, on the registers to be kept at the Corporate Trust Office, or at such otherplace as shall be agreed in writing by the Issuer and the Trustee, or by such other Registrar or Registrars (if any) as the Issuer maydesignate. No transfer of this Series 1 Note shall be valid unless made on the register by the registered holder hereof or the executor,administrator or other legal representative of, or any attorney for, the registered holder, duly appointed by an instrument in form andexecution satisfactory to the Trustee or other Registrar, in each case acting reasonably, upon surrender to the Trustee or other Registrarof the this Series 1 Note and a duly executed form of transfer, and upon compliance with such reasonable requirements as the Trustee and/orother Registrar may prescribe. Thereupon a new Series 1 Note or Series 1 Notes in the same aggregate principal amount shall be issuedto the transferee in exchange hereof.

This Series 1 Note shall not become obligatoryfor any purpose until it shall have been certified by the Trustee under the Indenture.

Capitalized words or expressions used in thisSeries 1 Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture.

If any of the provisions of this Series 1 Noteare inconsistent with the provisions of the Indenture, the provisions of the Indenture shall take precedence and shall govern.

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IN WITNESS WHEREOF, the Issuer has causedthis Series 1 Note to be signed by its authorized representatives as of the 21^st day of June, 2024.

TRUSTEE’S CERTIFICATE

This Series 1 Note is one of the 4.968%Senior Unsecured Notes due June 21, 2029 (Series 2024-1) referred to in the Indenture within mentioned.

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(FORM OF REGISTRATION PANEL)

(No writing hereon exceptby Trustee or other registrar)

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VEREN INC.

4.968% SENIOR UNSECURED NOTE DUE JUNE 21, 2029(SERIES 2024-1)

Authorization:

ADJUSTMENTS

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Exhibit 99.3

SECOND SUPPLEMENTAL TRUST INDENTURE

This Second Supplemental Trust Indenture is enteredinto as of the 21^st day of June, 2024 between:

VEREN INC., a corporation existing underthe laws of the Province of Alberta (the “Issuer”)

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA,a trust company existing under the federal laws of Canada and authorized to carry on business in all provinces of Canada (the “Trustee”)

WHEREAS the Issuer and the Trustee enteredinto a trust indenture dated as of June 21, 2024 (the“Indenture”) to provide for the creation and issuance of unsecurednotes.

AND WHEREAS Section 14.3 of the Indentureprovides that the Trustee and, when authorized by a resolution of the Issuer Board, the Issuer may execute, acknowledge and deliver indenturessupplemental to the Indenture;

AND WHEREAS the Issuer has determined tocreate and issue a second series of Notes to be designated 5.503% senior unsecured notes due June 21, 2034 (Series 2024-2) (the “Series2 Notes”) and to enter into this second supplemental trust indenture (this “Supplemental Indenture”) with theTrustee to provide for such creation and issuance of the Series 2 Notes;

AND WHEREAS all necessary resolutions ofthe directors of the Issuer have been duly passed and other proceedings taken and conditions complied with to authorize the executionand delivery of this Supplemental Indenture, to make the same effective and binding upon the Issuer, and to make the Series 2 Notes, whencertified by the Trustee and issued as provided in the Indenture and this Supplemental Indenture, legal, valid and binding obligationsof the Issuer with the benefit and subject to the terms of the Indenture and this Supplemental Indenture;

AND WHEREAS the foregoing recitals aremade as representations and statements of fact by the Issuer and not by the Trustee;

NOW THEREFORE it is hereby covenanted,agreed and declared as set forth below.

Article1
DEFINITIONS AND AMENDMENTS TO INDENTURE

“Canada Yield Price”means a price for the Series 2 Notes being redeemed, calculated at 10:00 a.m. (Toronto time) on the business day preceding the date onwhich the Issuer issues a notice of redemption pursuant to the Indenture and in accordance with generally accepted Canadian financialpractice to provide a yield to the Par Call Date equal to the Government of Canada Yield plus 0.555%.

“Government of Canada Yield”means on any date, with respect to the Series 2 Notes, the yield to maturity on such date, assuming semi-annual compounding interest,which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada, at 100% of its principal amount onsuch date with a term to maturity equal to, or if no Government of Canada bond having an equal term to maturity exists, as close as possibleto, the remaining term to the Par Call Date. The Government of Canada Yield will be the average of the yields determined by two nationallyrecognized Canadian investment dealers selected by the Issuer.

“Par Call Date” meansMarch 21, 2034 (the date that is three months prior to the Maturity Date of the Series 2 Notes).

This Supplemental Indentureis supplemental to the Indenture and the Indenture and the Supplemental Indenture shall hereafter be read together and shall have effect,so far as practicable, with respect to the Series 2 Notes as if all the provisions of the Indenture and this Supplemental Indenture werecontained in one instrument. The Indenture is and shall remain in full force and effect with regards to all matters governing the Series2 Notes, except as the Indenture is amended, superseded, modified or supplemented by this Supplemental Indenture. Notwithstanding theforegoing, in the event of any inconsistency between the provisions of this Supplemental Indenture and the provisions of the Indenture,the provisions of this Supplemental Indenture shall prevail.

Article2
THE SERIES 2 NOTES

There is hereby authorized tobe issued under the Indenture a Series of Notes designated as 5.503% senior unsecured notes due June 21, 2034 (Series 2024-2). The Series2 Notes shall have the terms set forth in this Article 2 and be subject to the applicable provisions of the Indenture.

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The Series 2 Notes shall be issued asone or more Global Notes and the Global Notes shall be registered in the name of the Depository which, as of the date hereof, shall beCDS Clearing and Depository Services Inc. (or any nominee of the Depository). No Beneficial Holder shall receive definitive certificatesrepresenting their interest in Series 2 Notes except as provided in Section 2.5 of the Indenture. A Global Note may be exchanged for Series2 Notes in registered form that are not Global Notes or transferred to and registered in the name of a Person other than the Depositoryfor such Global Notes or a nominee thereof, as provided in Section 2.5 of the Indenture.

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Article3
GUARANTEES

The Issuer hereby confirms tothe Trustee that subject to the provisions of Section 6.4 of the Indenture, the Guarantees apply to the Series 2 Notes issued hereunder.

Article4
ADDITIONAL MATTERS

The Indenture, as amended andsupplemented by this Supplemental Indenture, is in all respects confirmed.

The Trustee hereby accepts thetrusts in this Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions set forthin the Indenture and this Supplemental Indenture and in trust for the Noteholders from time to time, subject to the terms and conditionsof the Indenture and this Supplemental Indenture.

This Supplemental Indentureand the Series 2 Notes shall be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable thereinand shall be treated, in all respects, as Alberta contracts.

The parties shall, with reasonablediligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplatedby this Supplemental Indenture, and each party shall provide such further documents or instruments required by the other party as maybe reasonably necessary or desirable to effect the purpose of the Indenture and this Supplemental Indenture and carry out its provisions.

This Supplemental Indenturemay be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts togethershall constitute one and the same instrument. Delivery of an executed signature page to this Supplemental Indenture by any Person by electronictransmission shall be as effective as delivery of a manually executed copy of this Indenture by such Person.

For the purpose of convenience,this Supplemental Indenture may be referred to as bearing formal date of June 21, 2024, irrespective of the actual date of execution thereof.

[Signatures page follows]

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IN WITNESS WHEREOF the parties hereto haveexecuted this Supplemental Indenture.

[Signature Pageto Second Supplemental Indenture]

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SCHEDULE “A”

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE INITIAL ISSUANCEDATE].

THIS CERTIFICATE IS A GLOBAL NOTE WITHIN THEMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.

UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO VEREN INC. OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. (OR IN SUCH OTHERNAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS) AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF CDS, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULSINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND IT ISA VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITEDTO TRANSFERS IN WHOLE, BUT NOT IN PART, TO CDS, TO NOMINEES OF CDS OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERSOF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERREDTO HEREIN.

VEREN INC.

(A corporation existing under the laws of theProvince of Alberta)

5.503% SENIOR UNSECURED NOTE

DUE JUNE 21, 2034 (SERIES 2024-2)

Veren Inc. (the “Issuer”) forvalue received hereby acknowledges itself indebted and, subject to the provisions of the indenture (the “Indenture”)dated as of June 21, 2024 between the Issuer and Computershare Trust Company of Canada, as trustee (the “Trustee”), asamended by the second supplemental trust indenture (the “Second Supplemental Indenture”) dated June 21, 2024 (the Indentureas supplemented by the Second Supplemental Indenture being referred to as the “Indenture”) promises to pay toCDS & CO. or its registered assigns on June 21, 2034 (the “Maturity Date”) or on such earlier date as the principalamount hereof may become due in accordance with the provisions of the Indenture, the principal sum of $[●] in lawful money of Canadaon presentation and surrender of this 5.503% senior unsecured note due June 21, 2034 (Series 2024-2) (the “Series 2 Notes”)at the principal office of the Trustee in Calgary, Alberta or Toronto, Ontario in accordance with the terms of the Indenture.

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The Series 2 Notes shall bear interest from thedate of issuance, or from the last Interest Payment Date to which interest shall have been paid or made available for payment thereon,whichever is later, at the rate of 5.503% per annum, payable in cash in equal instalments, semi-annually in arrears, in the amountof $27.515 per $1,000 principal amount (less any tax required by law to be deducted) on the 21^st day of June and December ofeach year (or if such day is not a Business Day, the next Business Day) (each, an “Interest Payment Date”) until theMaturity Date. The first interest payment will be payable on December 21, 2024 in respect of Series 2 Notes and the last interest payment(representing interest payable from and including the last Interest Payment Date to, but excluding, the Maturity Date of the Series 2Notes or the earlier Redemption Date of the Series 2 Notes), subject as herein provided, will be payable on the Maturity Date or the earlierRedemption Date, payable after as well as before maturity and after as well as before default, with interest on amounts in default atthe same rate, compounded semi-annually. Interest for each interest period will be calculated on the basis of equal semi-annual paymentswhen calculating amounts due on any Interest Payment Date and the actual number of days elapsed during each such interest period and a365-day year when calculating accruals during any partial interest period. Interest hereon shall be payable by cheque mailed by prepaidordinary mail (or in the event of mail service interruption, by such other means as the Trustee and the Issuer determine to be appropriate)to the registered holder hereof or by electronic transfer of funds to the registered holder hereof, and subject to the provisions of theIndenture, the mailing of such cheque or the sending of such electronic transfer of funds shall, to the extent of the sum representedthereby (plus the amount of any tax withheld), satisfy and discharge all liability for interest on this Series 2 Note.

This Series 2 Note is one of the Notes of theIssuer issued or issuable in one or more series under the provisions of the Indenture. The maximum principal amount of Series 2 Notesauthorized for issue is unlimited. Reference is hereby expressly made to the Indenture for a description of the terms and conditions uponwhich the Series 2 Notes are or are to be issued and held and the rights and remedies of the holders of the Series 2 Notes and of theIssuer and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth, and to all of which provisionsthe holder of this Series 2 Note by acceptance hereof assents.

The Series 2 Notes are issuable only in minimumdenominations of $2,000 and integral multiples $1,000 in excess thereof. Upon compliance with the provisions of the Indenture, Series2 Notes of any denomination may be exchanged for an equal aggregate principal amount of Series 2 Notes in any other authorized denominationor denominations.

The Series 2 Notes may be redeemed at any timeat the option of the Issuer prior to the Par Call Date in whole, or in part, on not less than 10 nor more than 60 days’ prior notice inaccordance with Article 5 of the Indenture at a Redemption Price equal to the greater of (i) the Canada Yield Price, and (ii) par, togetherin each case with accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Series 2 Notes may be redeemed at theoption of the Issuer at any time on or after the Par Call Date in whole, or in part, on not less than 10 nor more than 60 days’ priornotice in accordance with Article 5 of the Indenture at a Redemption Price equal to par, together with accrued and unpaid interest, ifany, to, but excluding, the Redemption Date. Any redemption of the Series 2 Notes may, at the discretion of the Issuer, be subject toone or more conditions precedent (including, but not limited to, a financing, asset disposition or other transaction).

Upon the occurrence of a Change of Control TriggeringEvent, unless the Issuer has exercised its optional right to redeem all of the Series 2 Notes (to the extent applicable) or is requiredto redeem all of the Series 2 Notes, the Issuer will be required to make (or a third party may make) an offer to repurchase all or, atthe option of each holder of the Series 2 Notes, any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of eachsuch holder’s Series 2 Notes, at a purchase price payable in cash equal to 101% of the outstanding principal amount of the Series 2 Notesto be repurchased, together with accrued and unpaid interest, if any, on such Notes to, but excluding, the date of purchase.

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The indebtedness evidenced by this Series 2 Note,and by all other Series 2 Notes now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of theIssuer, and ranks equal in right of payment with each other and with each other series of Notes issued under the Indenture (regardlessof their series or actual dates or terms of issue) and, subject to statutory preferred exceptions, with all other existing and futureIndebtedness of the Issuer that is not expressly subordinated in right of payment to the Series 2 Notes.

The indebtedness evidenced by this Series 2 Notewill be irrevocably and unconditionally guaranteed, on a senior unsecured basis, by existing and future Guarantors. Each Guarantee willbe an unsecured obligation of the relevant Guarantor and will rank equal in right of payment with all other existing and future Indebtednessof such Guarantor that is not expressly subordinated in right of payment to its Guarantee.

The principal hereof may become or be declareddue and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.

Any payment of money to any holder of Series 2Notes shall be reduced by the amount of applicable withholding tax, if any. The Indenture contains provisions making binding upon allholders of Notes outstanding thereunder (or in certain circ*mstances specific series of Notes) resolutions passed at meetings of suchNoteholders held in accordance with such provisions and instruments signed by the Noteholders of a specified majority of Notes outstanding(or specific series), which resolutions or instruments may have the effect of amending the terms of these Series 2 Notes or the Indenture.

This Series 2 Note may only be transferred, uponcompliance with the conditions prescribed in the Indenture, on the registers to be kept at the Corporate Trust Office, or at such otherplace as shall be agreed in writing by the Issuer and the Trustee, or by such other Registrar or Registrars (if any) as the Issuer maydesignate. No transfer of this Series 2 Note shall be valid unless made on the register by the registered holder hereof or the executor,administrator or other legal representative of, or any attorney for, the registered holder, duly appointed by an instrument in form andexecution satisfactory to the Trustee or other Registrar, in each case acting reasonably, upon surrender to the Trustee or other Registrarof the this Series 2 Note and a duly executed form of transfer, and upon compliance with such reasonable requirements as the Trustee and/orother Registrar may prescribe. Thereupon a new Series 2 Note or Series 2 Notes in the same aggregate principal amount shall be issuedto the transferee in exchange hereof.

This Series 2 Note shall not become obligatoryfor any purpose until it shall have been certified by the Trustee under the Indenture.

Capitalized words or expressions used in thisSeries 2 Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture.

If any of the provisions of this Series 2 Noteare inconsistent with the provisions of the Indenture, the provisions of the Indenture shall take precedence and shall govern.

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IN WITNESS WHEREOF, the Issuer has causedthis Series 2 Note to be signed by its authorized representatives as of the 21^st day of June, 2024.

TRUSTEE’S CERTIFICATE

This Series 2 Note is one of the 5.503%Senior Unsecured Notes due June 21, 2034 (Series 2024-2) referred to in the Indenture within mentioned.

9

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other registrar)

10

VEREN INC.

5.503% SENIOR UNSECURED NOTE DUE JUNE 21, 2034(SERIES 2)

Authorization:

ADJUSTMENTS

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