UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

OR

For the fiscal year ended                 

OR

OR

Date of event requiring this shell company report: February 23, 2023

Commission File Number: 001-41630

Hammerhead Energy Inc.

(Exact name of Registrant as specified in its charter)

Suite 2700, 525-8th Avenue SW,

Calgary, Alberta, T2P 1G1

(403) 930-0560

(Address of principal executive offices)

Michael G. Kohut

Suite 2700, 525-8th Avenue SW,

Calgary, Alberta, T2P 1G1

(403) 930-0560

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:

On February 23, 2023, the issuer had 90,778,275 Class A common shares, without par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☐

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☐    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17  ☐    Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☐

TABLE OF CONTENTS

EXPLANATORY NOTE

On February 23, 2023 (the “Closing Date”), Hammerhead Energy Inc., a corporation formed by amalgamation under the laws of the Province of Alberta (“New SPAC” or the “Company”), consummated the previously announced business combination pursuant to the Business Combination Agreement (the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), by and among Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“DCRD”), Hammerhead Resources Inc., an Alberta corporation (“Hammerhead”), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead (“NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD (“AmalCo”), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, and the plan of arrangement (the “Plan of Arrangement”): (i) the continuation of DCRD from the Cayman Islands to the Province of Alberta, Canada and domestication as an Alberta corporation; (ii) the amalgamation of DCRD with NewCo (the “SPAC Amalgamation”) to form New SPAC, with NewCo surviving the SPAC Amalgamation as New SPAC; and (iii) on the Closing Date, the amalgamation of Hammerhead with AmalCo (the “Company Amalgamation”) to form Hammerhead Resources ULC, a wholly owned subsidiary of New SPAC in accordance with the terms of the Plan of Arrangement. Capitalized terms used and not otherwise defined in this Shell Company Report on Form 20-F (the “Report”) have the respective meanings given to those terms in the Proxy Statement/Prospectus (the “Proxy Statement/Prospectus”), forming part of the Registration Statement on Form F-4 of the Company, as amended (File No. 333-267830) (the “Registration Statement”).

Pursuant to the SPAC Amalgamation, among other things, (a) each DCRD Class A Ordinary Share issued and outstanding (which, pursuant to the Domestication, was exchanged for one Class A common share of DCRD) immediately prior to the effective time of the SPAC Amalgamation (the “SPAC Amalgamation Effective Time”) was exchanged, on a one-for-one basis, for a Class A common share in the authorized share capital of New SPAC (a “New SPAC Class A Common Share”); (b) each DCRD Class B Ordinary Share issued and outstanding (which, pursuant to the Domestication, was exchanged for one Class B common share of DCRD) immediately prior to the SPAC Amalgamation Effective Time was exchanged, on a one-for-one basis, for a Class B common share in the authorized share capital of New SPAC (a “New SPAC Class B Common Share”); (c) each common share of NewCo outstanding was exchanged for one New SPAC Class A Common Share; (d) each DCRD Warrant issued and outstanding immediately prior to the SPAC Amalgamation Effective Time was exchanged for a warrant to acquire one New SPAC Class A Common Share pursuant to the New SPAC Warrant Agreement (a “New SPAC Warrant”); (e) each DCRD Unit issued and outstanding immediately prior to the SPAC Amalgamation Effective Time was exchanged for one unit of New SPAC representing one New SPAC Class A Common Share and one-half of one New SPAC Warrant; and (f) the New SPAC Class A Common Share held by Hammerhead was purchased for cancellation for cash equal to the subscription price for such common share of NewCo.

On the Closing Date, prior to the Company Amalgamation, among other things: (a) the Hammerhead Articles were amended to authorize a new class of common shares in the capital of Hammerhead having the rights, privileges and restrictions set forth in the Plan of Arrangement (the “Hammerhead Class B Common Shares”) and concurrently, all of the issued and outstanding Hammerhead Common Shares were re-designated as Class A Common Shares in the capital of Hammerhead (the “Hammerhead Class A Common Shares”, and, together with the Hammerhead Class B Common Shares, the “Hammerhead Common Shares”); (b) each Hammerhead Class A Common Share held by Employee Borrowers was exchanged for one Hammerhead Class B Common Share; (c) each then issued and outstanding New SPAC Class B Common Share was exchanged for one New SPAC Class A Common Share pursuant to the articles of New SPAC adopted at the Company Amalgamation Effective Time, in accordance with the Plan of Arrangement; and (d) each warrant to purchase Hammerhead Common Shares (each, a “Hammerhead Warrant”) was either exchanged for Hammerhead Class A Common Shares or cash, in each case, in accordance with the Plan of Arrangement.

i

On the Closing Date, pursuant to the Company Amalgamation, among other things, (a) each then issued and outstanding Hammerhead Preferred Share was exchanged for a number of New SPAC Class A Common Shares; (b) each then issued and outstanding Hammerhead Option and Hammerhead RSU was exchanged for an option to acquire a number of New SPAC Class A Common Shares; and (c) each then issued and outstanding Hammerhead Class A Common Share and Hammerhead Class B Common Share (together with the Hammerhead Preferred Shares, the “Hammerhead Shares”) was exchanged for a number of New SPAC Class A Common Shares, in each case, in accordance with the Plan of Arrangement.

The New SPAC Class A Common Shares and the New SPAC Warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “HHRS” and “HHRSW”, respectively and the Toronto Stock Exchange (“TSX”) under the symbols “HHRS” and “HHRS.WT,” respectively.

Except as otherwise indicated or required by context, references in this Report to “we”, “us”, “our”, “New SPAC” or the “Company” refer to Hammerhead Energy Inc., a company organized under the laws of the Province of Alberta, and its consolidated subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Report and the documents incorporated by reference herein constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the Company’s current views with respect to, among other things, its capital resources, performance and results of operations. Likewise, all of the Company’s statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Report and the documents incorporated by reference herein reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. In particular, this Report contains forward-looking statements pertaining to expectations regarding the listing of the New SPAC Class A Common Shares and New SPAC Warrants on the NASDAQ and the TSX; the consolidated capitalization of the Company; the anticipated timing of ratification of the Company’s incentive plans; the number of New SPAC Class A Common Shares to be issued pursuant to the Legacy Share Option Plan (as defined below) and the Legacy Share Award Plan (as defined below); the executive compensation of the Company’s executive officers; expectations relating to resource potential and the potential to add reserves; expectations relating to pipeline and facility expansions and growth of production and the anticipated timing thereof; and expectations relating to the Company’s carbon capture and storage program (the “CCS Program”) and the timing of same.

The Company does not guarantee that the events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

ii

iii

Additionally, statements relating to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future. Forward-looking statements are inherently uncertain. Estimates such as expected revenue, production, operating expenses, EBITDA, general and administrative expenses, capital expenditures, free cash flow, net debt, reserves and other measures are preliminary in nature. There can be no assurance that the forward-looking statements will prove to be accurate.

iv

The forward-looking statements contained herein are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. For a further discussion of the risks and other factors that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statements, please see the section entitled “Risk Factors” in the Proxy Statement/Prospectus, which section is incorporated herein by reference. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made in making these forward-looking statements prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. While such forward-looking statements reflect the Company’s good faith beliefs they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company.

v

PART I

A. Directors and Senior Management

Information regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the sections titled “Management of New SPAC After the Business Combination,” “Business of Hammerhead and Certain Information About Hammerhead—Management—Executive Officers and Directors” and “Business of DCRD and Certain Information About DCRD—Management—Executive Officers and Directors” and is incorporated herein by reference.

On February 13, 2023, the Company appointed Richard Unsworth as Senior Vice President, Business and Organizational Effectiveness. Mr. Unsworth was previously the president of Deep Blue Strategy Inc., a private consulting firm. Prior thereto, Mr. Unsworth was Vice President, Production, Western Canada at Husky Energy Inc. Mr. Unsworth has a bachelor of applied science in engineering from the University of British Columbia and is a professional member of APEGA.

On February 23, 2023, in connection with the closing of the Business Combination, each of A. Stewart Hanlon, J. Paul Charron, Robert Tichio, Jesal Shah, James McDermott and Bryan Begley was appointed as a director of the Company.

The business address for each of the directors and executive officers of the Company is Suite 2700, 525-8th Avenue SW, Calgary, Alberta, T2P 1G1, Canada.

B. Advisers

Burnet, Duckworth & Palmer LLP, Suite 2400, 525-8th Avenue SW, Calgary, Alberta, T2P 1G1, Canada, has acted as counsel for the Company with respect to Canadian law and continues to act as counsel for the Company with respect to Canadian law following the completion of the Business Combination.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, United States, has acted as U.S. securities counsel for the Company and continues to act as U.S. securities counsel to the Company following the completion of the Business Combination.

C. Auditors

The Company was formed by amalgamation on February 22, 2023 under the laws of the Province of Alberta. Ernst and Young LLP, Chartered Professional Accountants, 2200 – 215 2^nd Street S.W., Calgary, Alberta, T2P 1M4, Canada, has acted as the accounting firm for Hammerhead for the years ended December 31, 2021, 2020 and 2019 and is expected to act as the independent auditing firm for the Company following the consummation of the Business Combination.

Not applicable.

A. [Reserved]

B. Capitalization and Indebtedness

I-1

The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of September 30, 2022, after giving effect to the Business Combination and related transactions:

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The risk factors related to the business and operations of the Company are described in the Proxy Statement/Prospectus under the section titled “Risk Factors”, which is incorporated herein by reference.

A. History and Development of the Company

See “Explanatory Note” in this Report for additional information regarding the Company and the Business Combination Agreement. Certain additional information about the Company is included in the Proxy Statement/Prospectus under the section titled “Business of Hammerhead and Certain Information About Hammerhead” and is incorporated herein by reference. The material terms of the Business Combination are described in the Proxy Statement/Prospectus under the section titled “The Business Combination Agreement and Related Agreements”, which is incorporated herein by reference.

The Company is subject to certain of the informational filing requirements of the Exchange Act. Since the Company is a “foreign private issuer”, it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of the Company are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of New SPAC Common Shares. In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that the Company files with or furnishes electronically to the SEC.

The website address of the Company is http://www.hhres.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.

I-2

B. Business Overview

Information regarding the business of the Company is included in the Proxy Statement/Prospectus under the sections titled “Business of Hammerhead and Certain Information About Hammerhead” and “Hammerhead Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which are incorporated herein by reference.

Hammerhead’s net present value of future net revenue (before income tax) for proved plus probable reserves as at December 31, 2021 was approximately $2.6 billion (discounted at 10%). Since December 31, 2021, commodity prices have materially increased and had such higher commodity prices been in effect as at December 31, 2021, Hammerhead’s net present value of future net revenue (before income tax) for its reserves would have been materially higher. In order to quantify the impact on Hammerhead’s net present value of future net revenue, Hammerhead obtained the forecast price and costs of Sproule, McDaniel and GLJ as of January 1, 2023 for the future crude oil, natural gas and natural gas product prices (the “Updated Pricing”). Using the Updated Pricing, Hammerhead’s net present value of future net revenue (before income tax and discounted at 10%) would increase from approximately $2.6 billion using December 31, 2021 forecast prices to approximately $3.8 billion using the Updated Pricing, representing a 46.2% increase.

On February 23, 2023, the Company announced its production results for the month of January 2023, including average daily production of 40,308 boe per day (consisting of 123,154 mcf/d of Shale Gas, 15,555 bbls/d of Tight Oil, and 4,227 bbls/d of NGLs).

C. Organizational Structure

The Company was formed by amalgamation on February 22, 2023 under the laws of the Province of Alberta and has one significant subsidiary, which is listed below:

D. Property, Plants and Equipment

Information regarding the facilities of the Company is included in the Proxy Statement/Prospectus under the sections titled “Business of Hammerhead and Certain Information About Hammerhead” and “Hammerhead Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which are incorporated herein by reference.

None.

The discussion and analysis of the financial condition and results of operations of the Company is included in the Proxy Statement/Prospectus under the section titled “Hammerhead Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated herein by reference.

The Company is currently planning and executing on over C$100.0 million of pipeline and facility expansions within both its North and South Karr area in order to accommodate the Company’s expected growth in production. In the North Karr location, the Company is planning to spend C$32.0 million to expand its current facility, which is expected to be completed and onstream by March of 2023. As at September 30, 2022, the Company had incurred costs of C$14.9 million related to its North Karr facility. In South Karr the Company is planning to build a new facility. The project is estimated to cost C$61.0 million and is targeted to be onstream by November of 2023. As at September 30, 2022, the Company had committed to approximately C$21.9 million and had incurred approximately C$6.2 million related to the new South Karr facility project.

I-3

The Company has embarked on a decarbonization investment campaign across its asset base with the Company’s CCS program. The program is expected to drive a reduction in Scope 1 and Scope 2 emissions of approximately 79% on an absolute basis and approximately 89% on a per boe basis by 2029, as compared to 2021 levels, assuming that each of the Company’s oil batteries are converted to CCS from 2024 through 2029.

Prior to any construction or sequestration activity the Company must receive final approval from the Alberta Department of Energy. The timeframe of approval is dependent on regulatory review and will be received by the second quarter of 2023 at the earliest. There is no guarantee that such approval will be received on this timeline or at all. Presently the Company does not have the right to sequester carbon emissions nor is it authorized to generate credits or monetize the emissions sequestered.

The key milestones of the project, once approval from the Department of Energy is received include, drilling a deep acid injection well and confirming adequate injectivity, finalizing the design engineering and lastly obtaining final approval from the Company’s board to proceed with the first battery pilot project. The Company plans to drill the injection well and finalize the engineering designs during the latter half of 2023. Upon successful testing of the acid injection well, the Company will present the pilot project to the Company’s board in order to obtain approval by the fourth quarter of 2023. Upon approval, the Company will initiate construction of the pilot battery. Construction is planned for the first half of 2024. The Company expects to spend between $60.0 million to $75.0 million to build facilities, pipeline and disposal well assets at the pilot battery in Gold Creek. The remaining capital will be spent in the following five years; to construct carbon capture and storage facilities on the Company’s other four batteries. The total anticipated spend on the project is $240 million. As at September 30, 2022 the Company has not incurred costs or signed contractual commitments related to the CCS program.

A. Directors and Senior Management

Information regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of New SPAC After the Business Combination” and is incorporated herein by reference. In addition, the information contained in Item 1.A of this Report is incorporated herein by reference.

B. Compensation

Information regarding the compensation of the directors and executive officers of the Company is included in the Proxy Statement/Prospectus under the sections titled “Executive Compensation – Hammerhead” and “Executive Compensation – New SPAC” and is incorporated herein by reference.

The following sets forth the anticipated compensation of the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Senior Vice President, Development and A&D, the Senior Vice President, Operations and Alternative Energy, Senior Vice President, Business and Organizational Effectiveness and the Senior Vice President, Production, Marketing and ESG of the Company (collectively, the “Named Executive Officers” or “NEOs”).

I-4

The anticipated salaries for NEOs are expected to be as follows:

Notes:

(1) Does not include any cash bonus amounts. The Company will be implementing a cash bonus program pursuant to which, the NEOs are eligible for a cash bonus amount based on various performance measures of the NEO and the Company. The terms of the cash bonus program have not been finalized.

(2) Does not include any equity incentive awards of the Company. See “New SPAC Equity Incentive Award Plan” and “New SPAC Share Option Plan” for descriptions of the New SPAC Equity Incentive Plans.

(3) Does not include any personal benefits provided to the NEOs. The Company anticipates that NEOs will be provided an executive benefit package consistent with benefits paid to executives of the Company, but the anticipated amount of such benefits and the terms of such benefit package has not be finalized.

The Company has adopted an option plan (the “Legacy Share Option Plan”) and a share award plan (the “Legacy Share Award Plan”) solely to provide for the issuance of options (“Legacy Options”) and share awards (“Legacy RSUs”) to acquire New SPAC Class A Common Shares in exchange for the outstanding Hammerhead Options and Hammerhead RSUs, respectively, under the Plan of Arrangement (collectively, the “Legacy Plans”), which plans became effective immediately following the SPAC Amalgamation Effective Time. The Legacy Plans are in substantially the same form as the Hammerhead Share Option Plan and Hammerhead Share Award Plan, subject to such changes to provide for the Business Combination and such changes as required by applicable laws and stock exchange rules. Under the terms of the Legacy Plans and the policies of the TSX, the Company is not entitled to make any further grants of Legacy Options or Legacy RSUs under the Legacy Plans. Upon completion of the Business Combination, the Hammerhead Option Plan and Hammerhead Share Award Plan were discontinued. For a description of the Hammerhead Share Award Plan and the Hammerhead Option Plan, see the section entitled “Executive Compensation” in the Proxy Statement/Prospectus.

I-5

Legacy Share Award Plan

Defined Terms

In this description of the Legacy Share Award Plan, the abbreviations and terms set forth below have the following meanings:

“Account” means an account maintained by the Company for each Participant and which will be credited with Share Awards in accordance with the terms of the Legacy Share Award Plan.

“All or Substantially All of the Assets” means greater than 90% of the aggregate fair market value of the assets of the Company and its Subsidiaries, on a consolidated basis, as determined by the New SPAC Board in its sole discretion.

“Arrangement” means the arrangement involving Hammerhead, NewCo, DCRD, AmalCo, the securityholders of Hammerhead, the securityholders of NewCo, the securityholders of DCRD and the securityholders of AmalCo.

“associate” and “affiliate” each have the meaning ascribed thereto in MI 62-104, as amended from time to time.

“Award Date” means the date or dates on which an award of Share Awards is made to a Participant.

“Black-Out Period” means the period of time, if any, when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any Participant that holds a Share Award.

“Board” means the board of directors of the Company as constituted from time to time.

“Cessation Date” means the date that is the earlier of: (i) the effective date of the Service Provider’s termination, resignation, death or retirement, as the case may be; and (ii) the date that the Service Provider ceases to be in the active performance of the usual and customary day-to-day duties of the Service Provider’s position or job, regardless of whether adequate, legal or proper advance notice of termination or resignation shall have been provided in respect of such cessation of being a Service Provider, and the Cessation Date shall not, under any circumstances, be extended by any statutory, contractual or common law notice period mandated under any application laws.

“Court” means the Alberta Court of King’s Bench.

“Dividend Equivalent” means a bookkeeping entry whereby each Share Award is credited with the equivalent amount of the dividend paid on a Share.

“Dividend Market Value” means the Fair Market Value per Share on the dividend record date.

“Exchange” means the stock exchange(s), if any, on which the Shares are listed and posted for trading.

“Exercise” means the exercise of Share Awards granted to a Participant pursuant to the Legacy Share Award Plan.

“Fair Market Value” with respect to a Share, as at any date, means the volume weighted average of the prices at which the Shares traded on the Exchange (or, if the Shares are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the majority of the trading volume and value of the Shares occurs) for the five (5) trading days on which the Shares traded on the said stock exchange immediately preceding such date. In the event that the Shares are not listed and posted for trading on any stock exchange, the Fair Market Value shall be the fair market value of the Shares as determined by the New SPAC Board in its sole discretion.

“Final Order” means the final order of the Court dated February 3, 2023 in respect of the Arrangement.

I-6

“HEI Group” means, collectively, the Company, any entity that is a Subsidiary of the Company from time to time, and any other entity designated by the New SPAC Board from time to time as a member of the HEI Group for the purposes of the Legacy Share Award Plan (and, for greater certainty, including any successor entity of any of the aforementioned entities).

“Incumbent Directors” means any member of the New SPAC Board who was a member of the New SPAC Board at the effective date of the Legacy Share Award Plan and any successor to an Incumbent Director who was recommended or elected or appointed to succeed any Incumbent Director by the affirmative vote of the New SPAC Board, including a majority of the Incumbent Directors then on the New SPAC Board, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control.

“Insider” has the meaning ascribed thereto in Part I of the TSX Company Manual for the purposes of Section 613 of the TSX Company Manual.

“MI 62-104” means Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids, as amended from time to time.

“Participant” means a Service Provider determined to be eligible to participate in the Legacy Share Award Plan and, where applicable, a former Service Provider deemed eligible to continue to participate in the Legacy Share Award Plan.

“Plan of Arrangement” means the Plan of Arrangement attached to the Final Order.

“Service Provider” means a director, officer or employee of, or a person or company engaged by, one or more of the entities comprising the HEI Group to provide services to an entity within the HEI Group.

“Share” means a Class A common share of the Company.

“Share Award” means a unit equivalent in value to a Share credited by means of a bookkeeping entry in the Participants’ Accounts (also defined within this Canadian Prospectus as a Legacy RSU).

“Subsidiary” has the meaning ascribed there in the Securities Act (Alberta).

“TSX” means the Toronto Stock Exchange.

Purpose and Administration

The purpose of the Legacy Share Award Plan is to provide for the issuance of Share Awards pursuant to the Plan of Arrangement and to: (a) aid in retaining and motivating certain directors, officers, employees and other eligible Service Providers of the HEI Group in the growth and development of the HEI Group by providing them with the opportunity through Share Awards to acquire an increased proprietary interest in the Company; (b) more closely align their interests with those of the Company’s shareholders; (c) focus such Service Providers on operating and financial performance and long-term shareholder value; and (d) motivate and reward for their performance and contributions to the Company’s long-term success.

The Legacy Share Award Plan shall be administered by the New SPAC Board. Notwithstanding the foregoing, to the extent permitted by applicable law, New SPAC Board may, from time to time, delegate to a committee (the “Committee”) of New SPAC Board all or any of the powers conferred on New SPAC Board under the New SPAC Equity Incentive Award Plan (as defined below). In such event, the Committee will exercise the powers delegated to it by New SPAC Board in the manner and on the terms authorized by New SPAC Board. New SPAC Board or the Committee may delegate or sub-delegate to any director or officer of the Company the whole or any part of the administration of the New SPAC Equity Incentive Award Plan and shall determine the scope of such delegation or sub-delegation in its sole discretion.

I-7

Granting of Legacy Awards

An award of Share Awards pursuant to the Legacy Share Award Plan will be made and the number of such Share Awards awarded will be credited to each Participant’s Account, effective as of the Award Date. The number of Share Awards to be credited to each Participant’s Account shall be determined by New SPAC Board, or the Committee delegated by New SPAC Board to do so, each in its sole discretion.

Credits for Dividends

A Participant’s Account shall be credited with a Dividend Equivalent in the form of additional Share Awards only if New SPAC Board, in its sole discretion, so determines. Such Dividend Equivalent, if any, shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per New SPAC Common Share by the number of Share Awards recorded in the Participant’s Account on the record date for the payment of such dividend, by (b) the Dividend Market Value, with fractions computed to three decimal places.

Vesting

All Share Awards issued pursuant the Legacy Share Award Plan shall be fully vested and exercisable on issuance and shall not be subject to any vesting restrictions.

Limits on Issuances

Notwithstanding any other provision of the Legacy Share Award Plan, the maximum number of Shares issuable pursuant to outstanding Share Awards at any time shall be limited to 5,329,938, subject to adjustment for Dividend Equivalents, if any.

Share Awards that are cancelled, surrendered, terminated or that expire prior to exercise thereof shall not in such Shares being available to be issued in respect of a subsequent grant of Share Awards pursuant to the Legacy Share Award Plan.

Share Award Terms

The term during which a Share Award may be outstanding shall, subject to the provisions of the Legacy Share Award Plan requiring or permitting the acceleration or the extension of the term, be such period as may be determined from time to time by the New SPAC Board or the Committee, but subject to the rules of any stock exchange or other regulatory body having jurisdiction.

In addition, unless otherwise determined by the New SPAC Board or the Committee, or unless the Company and a Participant agree otherwise in a Share Award Agreement or other written agreement (including an employment or consulting agreement), each Share Award shall provide that if a Participant shall cease to be a director, officer of or be in the employ of, or a consultant or other Service Provider to, any of the entities comprising the HEI Group for any reason whatsoever (other than death or retirement) including, without limitation, resignation or involuntary termination (with or without cause), as determined by the New SPAC Board in its sole discretion, before all of the Share Awards credited to the Participant’s Account have been Exercised or are forfeited pursuant to any other provision hereof: (a) such Participant shall cease to be a Participant as of the Cessation Date; (b) any underlying Shares corresponding to any Share Awards that have not been Exercised on the Cessation Date shall be Exercised by the former Participant within 90 days of the Cessation Date in accordance with the Legacy Share Award Plan; and (c) the former Participant shall not be entitled to any further distribution of Shares or any payment from the Legacy Share Award Plan.

Notwithstanding the preceding paragraph or anything else contained in the Legacy Share Award Plan to the contrary, unless otherwise determined by the New SPAC Board or the Committee, or unless the Company and a Participant agree otherwise in a Share Award Agreement or other written agreement (including an employment or consulting agreement), if a Participant shall cease to be an officer of or be in the employ of, or a consultant or other Service Provider to, any of the entities comprising the HEI Group due to the death of the Participant, any underlying Shares corresponding to any Share Awards that have not been exercised shall be exercised by the legal representative of the deceased former Participant’s estate within 12 months of the Cessation Date in accordance with the Legacy Share Award Plan.

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Delivery of Shares by the Company

The Company shall, as soon as practicable after the exercise of any Share Awards granted under the Legacy Share Award Plan, issue from treasury to the Participant the number of Shares required to be delivered upon the exercise of such Participant’s Share Awards; provided, however, that, with the consent of the Participant, in lieu of issuing Shares from treasury the Company may satisfy its obligation to deliver Shares to the Participant upon the exercise of such Participant’s Share Awards by delivering Shares from the Hammerhead Employee Benefit Trust. The Company shall register and deliver certificates for such Shares to the Participant by first class insured mail, unless the Company shall have received alternative instructions from the Participant acceptable to the Company for the registration and/or delivery of the certificates. The Participant shall exercise any Share Awards by: (i) delivering to the Company a notice of exercise in writing, in such form as may be approved by the New SPAC Board or the Committee from time to time, signed by the Participant and stating the Participant’s intention to exercise a particular Share Award together with payment of the exercise price of C$0.16 per Share Award so exercised; and (ii) if the Share Awards are being exercised by the legal representative of a deceased former Participant’s estate, providing the Company with satisfactory evidence of the Participant’s death. Upon receipt of the exercise notice, aggregate exercise price and evidence of the Participant’s death (if applicable), the Company shall cause the Shares in respect of which the Share Award has been Exercised to be issued or delivered as provided above.

Surrender Offer

A Participant may make an offer (the “Surrender Offer”) to the Company, at any time, for the disposition and surrender by the Participant to the Company (and the termination thereof) of any of the Share Awards granted thereunder for an amount (not to exceed the Fair Market Value of the Shares less the exercise price of the Share Award) specified in the Surrender Offer by the Participant, and the Company may, but is not obligated to, accept the Surrender Offer, subject to any regulatory approval required. If the Surrender Offer, either as made or as renegotiated, is accepted, the Share Awards in respect of which the Surrender Offer relates shall be surrendered and deemed to be terminated and cancelled and shall cease to grant the Participant any further rights thereunder upon payment of the amount (less all taxes and other amounts required by law to by withheld by the Company) of the Surrender Offer agreed to by the Company and the Participant.

Alterations of Shares

In the event: (a) of any change in the Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or (b) that any rights are granted to all or substantially all shareholders to purchase Shares at prices substantially below Fair Market Value; or (c) that, as a result of any recapitalization, merger, consolidation or other transaction, the Shares are converted into or exchangeable for any other securities or property; then the New SPAC Board may make such adjustments to the Legacy Share Award Plan, to any Share Awards and to any Share Award Agreements outstanding under the Legacy Share Award Plan as the New SPAC Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Participants thereunder and/or to provide for the Participants to receive and accept such other securities or property in lieu of Shares, and the Participants shall be bound by any such determination.

No adjustment shall be made with respect to the issue of Shares being made pursuant to or in connection with: (a) any share option plan or share purchase plan, including the Legacy Share Award Plan, in force from time to time for existing or proposed officers, directors, employees or Service Providers of the Company; (b) the issuance of additional Shares pursuant to a public offering or private placement by the Company or a take-over bid, tender offer or other acquisition made by the Company for the securities of another entity; or (c) upon Exercise or vesting of any convertible securities of the Company outstanding from time to time.

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Merger and Sale, etc.

Except in the case of a transaction that is a Change of Control and to which the paragraph below applies, if the Company enters into any transaction or series of transactions whereby the Company or All or Substantially All of the Assets would become the property of any other trust, body corporate, partnership or other person (a “Successor”), whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, prior to or contemporaneously with the consummation of such transaction the Company and the Successor will execute such instruments and do such things as the New SPAC Board or the Committee may determine are necessary to establish that upon the consummation of such transaction the Successor will assume the covenants and obligations of the Company under the Legacy Share Award Plan and the Share Award Agreements outstanding on consummation of such transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Legacy Share Award Plan and Share Award Agreements with the same effect as though the Successor had been named as the Company in the Legacy Share Award Plan and therein and thereafter, the Company shall be relieved of all obligations and covenants under the Legacy Share Award Plan and such Share Award Agreements and the obligation of the Company to the Participants in respect of the Share Awards shall terminate and be at an end and the Participants shall cease to have any further rights in respect thereof including, without limitation, any right to acquire Shares upon the Exercise of the Share Awards.

Change of Control

Notwithstanding any other provision in the Legacy Share Award Plan but subject to any provision to the contrary contained in a Share Award Agreement or other written agreement (such as an agreement of employment) between the Company and a Participant, if there takes place a Change of Control, all issued and outstanding Share Awards shall terminate on the 90th day after the occurrence of such Change of Control or at such earlier time as may be established by the New SPAC Board or the Committee, in its absolute discretion, prior to the time such Change of Control takes place.

Amendment or Discontinuance of the Legacy Share Award Plan

New SPAC Board may amend or discontinue the Legacy Share Award Plan and any Share Award granted thereunder at any time without the approval of the shareholders of the Company or any Participant whose Share Award is amended or terminated, provided that no amendment to the New SPAC Equity Incentive Award Plan or Share Awards granted pursuant to the New SPAC Equity Incentive Award Plan may be made without the consent of the Participant, if it adversely alters or impairs any Share Award previously granted to such Participant under the New SPAC Equity Incentive Award Plan.

The New SPAC Board may, subject to any required approval of any Exchange, amend or discontinue the Legacy Share Award Plan and any Share Award granted thereunder at any time without the approval of the shareholders of the Company or any Participant whose Share Award is amended or terminated, provided that, no amendment to the Legacy Share Award Plan or Share Awards granted pursuant to the Legacy Share Award Plan may be made without the consent of the Participant, if it adversely alters or impairs any Share Award previously granted to such Participant under the Legacy Share Award Plan. Without limitation of the foregoing, such amendments include, without limitation: (a) amendments of a “housekeeping nature” nature, including, without limitation, amending the wording of any provision of the Legacy Share Award Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Legacy Share Award Plan that is inconsistent with any other provision of the Legacy Share Award Plan, correcting grammatical or typographical errors and amending the definitions contained within the Legacy Share Award Plan respecting the administration of the Legacy Share Award Plan; (b) amending Share Awards under the Legacy Share Award Plan , including with respect to the expiry date (provided that such Share Award is not held by an Insider) and effect of termination of a Participant’s employment or cessation of the Participant’s service; or (c) amendments necessary to comply with applicable law or the requirements of any Exchange. Notwithstanding the foregoing, the Legacy Share Award Plan or any outstanding Share Award granted thereunder may not be amended without shareholder approval to:

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Notwithstanding the foregoing, New SPAC Board may amend or terminate the Legacy Share Award Plan or any outstanding Share Award granted thereunder at any time without the approval of the shareholders of the Company or any Participant whose Share Award is amended or terminated, in order to conform the Legacy Share Award Plan or such Share Award, as the case may be, to applicable law or regulation or the requirements of any relevant stock exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights or adversely alter or impair any Share Award previously granted.

Without limiting the foregoing, New SPAC Board may correct any defect or supply any omission or reconcile any inconsistency in the New SPAC Equity Incentive Award Plan in the manner and to the extent deemed necessary or desirable, may establish, amend, and rescind any rules and regulations relating to the Legacy Share Award Plan, and may make such determinations as it deems necessary or desirable for the administration of the Legacy Share Award Plan.

On termination of the Legacy Share Award Plan, any outstanding Share Awards under the Legacy Share Award Plan shall immediately vest and the number of Shares corresponding to such Share Awards shall be delivered to the Participants in accordance with and upon compliance with the Legacy Share Award Plan. The Legacy Share Award Plan will finally cease to operate for all purposes when: (i) the last remaining Participant receives delivery of all Shares corresponding to all Share Awards credited to the Participant’s Account; or (ii) all unexercised Share Awards expire in accordance with the terms of the Legacy Share Award Plan.

Legacy Share Option Plan

Terms of Legacy Share Option Plan

Defined Terms

In this description of the Legacy Share Option Plan, the abbreviations and terms set forth below have the following meanings:

“All or Substantially All of the Assets” means greater than 90% of the aggregate fair market value of the assets of the Company and its Subsidiaries, on a consolidated basis, as determined by the New SPAC Board in its sole discretion.

“Arrangement” means the arrangement involving Hammerhead, NewCo, DCRD, AmalCo, the securityholders of Hammerhead, the securityholders of NewCo, the securityholders of DCRD and the securityholders of AmalCo.

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“Black-Out Period” means the period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any holder of a Legacy Option.

“Change of Control” means: (i) a successful takeover bid; or (ii) (A) any change in the beneficial ownership or control of the outstanding securities or other interests of the Company which results in: (I) a person or group of persons “acting jointly or in concert” within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids, as amended from time to time; or (II) an affiliate or associate of such person or group of persons, holding, owning or controlling, directly or indirectly, more than 50% of the outstanding voting securities or interests of the Company; and (B) members of New SPAC Board who are members of New SPAC Board immediately prior to the earlier of such change and the first public announcement of such change cease to constitute a majority of New SPAC Board at any time within sixty days of such change; or (iii) Incumbent Directors no longer constituting a majority of New SPAC Board; (iv) the winding up of the Company or the sale, lease or transfer of All or Substantially All of the Assets to any other person or persons and the distribution of greater than 90% of the net proceeds from such sale, lease or transfer to the shareholders of the Company within 60 days of the completion of such sale, lease or transfer (other than pursuant to an internal reorganization or in circumstances where the business of the Company is continued and where the shareholdings or other security holdings, as the case may be, in the continuing entity and the constitution of the board of directors or similar body of the continuing entity is such that the transaction would not be considered a “Change of Control” if paragraph (ii) above was applicable to the transaction); provided that, for greater certainty, a sale, lease or exchange of all or substantially all the property of the Company for purposes of the Business Corporations Act (Alberta) shall not be considered a sale, lease or transfer All or Substantially All of the Assets for purposes of this paragraph (iv) unless the property that is the subject of such sale, lease or exchange represents greater than 90% of the aggregate fair market value of the assets of the Company and its subsidiaries, on a consolidated basis, as determined in accordance with the Legacy Share Option Plan; or (v) any determination by a majority of New SPAC Board that a “Change of Control” has occurred or is about to occur and any such determination shall be binding and conclusive for all purposes of the Legacy Share Option Plan.

“Current Market Price” means, as at any date when the Current Market Price is to be determined, the volume weighted average trading price per New SPAC Common Share on the TSX, or, if the New SPAC Common Shares are not listed on the TSX, on any stock exchange in Canada or the United States on which the New SPAC Common Shares are then listed, for the last five (5) trading days immediately prior to the date of determination, or if the New SPAC Common Shares are not listed upon any stock exchange in Canada or the United States, the Current Market Price shall be determined by the New SPAC Board of Directors acting reasonably.

“Exchange” means the stock exchange(s), if any, on which New SPAC Common Shares are listed and posted for trading and, if New SPAC Common Shares are listed on more than one stock exchange, such stock exchange as may be selected for such purpose by New SPAC Board.

“Fair Market Value” with respect to a New SPAC Common Share, as at any date, means the volume weighted average of the prices at which New SPAC Common Shares traded on the Exchange (or, if New SPAC Common Shares are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the majority of the trading volume and value of New SPAC Common Shares occurs) for the five (5) trading days on which New SPAC Common Shares traded on the said stock exchange immediately preceding such date. In the event that New SPAC Common Shares are not listed and posted for trading on any stock exchange, the Fair Market Value shall be the fair market value of New SPAC Common Shares as determined by New SPAC Board in its sole discretion.

“Final Order” means the final order of the Court dated February 3, 2023 in respect of the Arrangement.

“HEI Group” means, collectively, the Company, any entity that is a Subsidiary of the Company from time to time, including, without limitation, any entity designated by the New SPAC Board from time to time as a member of the HEI Group for the purposes of the Legacy Share Option Plan (and, for greater certainty, including any successor entity of any of the aforementioned entities) provided, however, that with respect to any Optionee that is subject to United States federal income taxation, such entity is a “service recipient” within the meaning of Code Section 409A with respect to such Optionee.

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“Incumbent Directors” means any member of New SPAC Board who was a member of New SPAC Board at the effective date of the Legacy Share Option Plan and any successor to an Incumbent Director who was recommended or elected or appointed to succeed any Incumbent Director by the affirmative vote of New SPAC Board, including a majority of the Incumbent Directors then on New SPAC Board, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control.

“Insider” has the meaning ascribed thereto in Part I of the TSX Company Manual for the purposes of Section 613 of the TSX Company Manual.

“In-the-Money Value” means the amount by which the Current Market Price on the Pricing Date exceeds the exercise price of the applicable Legacy Options, multiplied by the number of New SPAC Common Shares related to the applicable Legacy Options.

“Optionee” means a holder of Legacy Options.

“Plan of Arrangement” means the Plan of Arrangement attached to the Final Order.

“Pricing Date” means the date the Company receives notice from an Optionee that has elected to exercise a vested Legacy Option by surrendering such Legacy Option in exchange for the In-the-Money Value of Legacy Option in lieu of purchasing the number of New SPAC Common Shares then issuable on the exercise of the vested Legacy Option subject to the provisions of the Legacy Share Option Plan and if permitted by the Committee.

“Service Provider” means an officer or employee of, or a person or company engaged by, one or more of the entities comprising the HEI Group to provide services to an entity within the HEI Group.

Purpose and Administration

The limited purpose of the Legacy Share Option Plan is to provide for the issuance of Legacy Options pursuant to of the Plan of Arrangement and thereby to aid in retaining and motivating certain officers, directors, employees and other eligible Service Providers of the HEI Group in the growth and development of the HEI Group by providing them with the opportunity through Legacy Options to acquire an increased proprietary interest in the Company.

The Legacy Share Option Plan is administered by a committee of New SPAC Board appointed from time to time by New SPAC Board to administer the Legacy Share Option Plan or, if no such committee is appointed, New SPAC Board (the “Committee”) pursuant to any rules of procedure that may be fixed by New SPAC Board.

Granting of Legacy Options

Subject to the Plan of Arrangement, the Committee may from time to time designate officers, directors and employees of, and other eligible Service Providers to, the HEI Group to whom Legacy Options may be granted and the number of New SPAC Common Shares to be optioned to each, provided that the number of New SPAC Common Shares to be optioned shall not exceed the limitations provided in the Legacy Share Option Plan.    

Limitations to the Legacy Share Option Plan

Notwithstanding any other provision of the Legacy Share Option Plan the maximum number of New SPAC Common Shares issuable on exercise of outstanding Legacy Options at any time shall be limited to 671,539.

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Legacy Options that are cancelled, terminated or expire prior to the exercise of all or a portion thereof shall not result in New SPAC Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Legacy Options pursuant to the Legacy Share Option Plan.

No one Service Provider may be granted any Legacy Option which, together with all Legacy Options then held by such Optionee, would entitle or enable such Optionee to receive a number of New SPAC Common Shares which is greater than 5% of the outstanding New SPAC Common Shares, calculated on an undiluted basis. In addition: (i) the number of New SPAC Common Shares issuable to Insiders at any time, under all security based compensation arrangements of the Company, shall not exceed 10% of the issued and outstanding New SPAC Common Shares; and (ii) the number of New SPAC Common Shares issued to Insiders, within any one year period, under all security based compensation arrangements of the Company, shall not exceed 10% of the issued and outstanding New SPAC Common Shares. For this purpose, “security based compensation arrangements” has the meaning ascribed thereto in Part VI of the TSX Company Manual.

Vesting

All Legacy Options issued pursuant to the Plan of Arrangement shall be fully vested and exercisable on issuance and shall not be subject to any vesting restrictions.

Legacy Option Price

Subject to the Plan of Arrangement, the exercise price of Legacy Options granted under the Legacy Share Option Plan shall be fixed by the Committee when such Legacy Options are granted, provided that the exercise price of Legacy Options shall not be less than such minimum price as may be required by the stock exchange, if any, on which the New SPAC Common Shares are listed at the time of grant.

Legacy Option Terms

The period during which a Legacy Option is exercisable shall, subject to the provisions of the Legacy Share Option Plan requiring or permitting the acceleration or extension of the exercise period, be such period, not in excess of fifteen years, as may be determined from time to time by the Committee, but subject to the rules of any stock exchange or other regulatory body having jurisdiction, and in the absence of any determination to the contrary will be five years from the date of grant. Each Legacy Option shall, among other things, contain provisions to the effect that Legacy Option shall be personal to the Optionee and shall not be assignable. In addition, unless the Company and an Optionee agree otherwise in an agreement for Legacy Options or other written agreement (such as an agreement of employment or a retirement agreement), each Legacy Option shall provide that:

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provided that the number of New SPAC Common Shares that the Optionee (or his or her heirs or successors) shall be entitled to purchase until such date of termination: (i) shall in the case of death of the Optionee, be all of New SPAC Common Shares that may be acquired on exercise of Legacy Options held by such Optionee (or his or her heirs or successors), whether or not previously vested, and the vesting of all such Legacy Options shall be accelerated on the date of death for such purpose; and (ii) in any case other than death or termination for cause, shall be the number of New SPAC Common Shares which the Optionee was entitled to purchase on the date the Optionee ceased to be an officer, director, employee, consultant or other Service Provider, as the case may be. In the event of termination for cause, all of New SPAC Common Shares optioned, whether vested or unvested, shall be forfeited.

If any Legacy Options may not be exercised due to any Black-Out Period at any time within the three-business day period prior to the normal expiry date of such Legacy Options (the “Restricted Options”), the expiry date of all Restricted Options shall be extended for a period of seven business days following the end of the Black-Out Period (or such longer period as permitted by the Exchange and approved by the Committee).

Cashless Exercise

Subject to the provisions of the Legacy Share Option Plan, if permitted by the Committee, an Optionee may elect to exercise a vested Legacy Option by surrendering such Legacy Option in exchange for the In-the-Money Value of Legacy Option in lieu of purchasing the number of New SPAC Common Shares then issuable on the exercise of the vested Legacy Option. If the Optionee so elects to exercise Legacy Option, the Optionee shall be entitled to payment of the In-the-Money Value of the vested Legacy Option determined as of the Pricing Date. The In-the-Money Value shall be paid in New SPAC Common Shares issued from treasury with the number of New SPAC Common Shares issuable being equal to the number obtained by dividing the In-the-Money Value of Legacy Options in respect of which such election is made by the Current Market Price on the Pricing Date.

Surrender Offer

A Optionee may make an offer (the “Surrender Offer”) to the Company, at any time, for the disposition and surrender by the Optionee to the Company (and the termination thereof) of any of Legacy Options granted under the Legacy Share Option Plan for an amount (not to exceed the Fair Market Value of New SPAC Common Shares less the exercise price of Legacy Options) specified in the Surrender Offer by the Optionee, and the Company may, but is not obligated to, accept the Surrender Offer, subject to any regulatory approval required. If the Surrender Offer, either as made or as renegotiated, is accepted, Legacy Options in respect of which the Surrender Offer relates shall be surrendered and deemed to be terminated and cancelled and shall cease to grant the Optionee any further rights thereunder upon payment of the amount of the agreed Surrender Offer by the Company to the Optionee. The Company may, in its sole discretion, elect to allow an Optionee to claim such deductions in computing taxable income of such Optionee, if any, that may be available to the Optionee in respect of any amount received by the Optionee, provided that the Company shall be under no obligation, express or implied, to make such election.

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Alterations in Shares

In the event: (a) of any change in New SPAC Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or (b) that any rights are granted to all or substantially all shareholders to purchase New SPAC Common Shares at prices substantially below Fair Market Value; or (c) that, as a result of any recapitalization, merger, consolidation or other transaction, New SPAC Common Shares are converted into or exchangeable for any other securities or property; then New SPAC Board may make such adjustments to the Legacy Share Option Plan, to any Legacy Options and to any agreements for Legacy Options outstanding under the Legacy Share Option Plan, and make such amendments to any agreements for Legacy Options outstanding under the Legacy Share Option Plan, as New SPAC Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Optionees thereunder and/or to provide for the Optionees to receive and accept such other securities or property in lieu of New SPAC Common Shares, and the Optionees shall be bound by any such determination.

For greater certainty, and notwithstanding anything to the contrary to the foregoing paragraph, no adjustment shall be made in accordance with respect to the issue of New SPAC Common Shares being made pursuant to or in connection with (i) any share option plan or share purchase plan, including the Legacy Share Option Plan, in force from time to time for existing or proposed officers, directors, employees or Service Providers of the Company, or (ii) the issuance of additional New SPAC Common Shares pursuant to a public offering or private placement by the Company or a take-over bid or tender offer made by the Company for the securities of another entity.

Provisions Related to Merger/Sale etc.

Except in the case of a transaction that is a Change of Control and to which accelerated vesting and termination of Legacy Options applies, if the Company enters into any transaction or series of transactions whereby the Company or All or Substantially All of the Assets would become the property of another trust, body corporate, partnership or other person (a “Successor”), whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, prior to or contemporaneously with the consummation of such transaction, the Company and the Successor will execute such instruments and do such things as the Committee may determine are necessary to establish that upon the consummation of such transaction the Successor will assume the covenants and obligations of the Company under the Legacy Share Option Plan outstanding on consummation of such transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Legacy Share Option Plan with the same effect as though the Successor had been named as the Company therein and thereafter, the Company shall be relieved of all obligations and covenants under the Legacy Share Option Plan and the obligation of the Company to the Optionees in respect of Legacy Options shall terminate and be at an end and the Optionees shall cease to have any further rights in respect thereof including, without limitation, any right to acquire New SPAC Common Shares upon vesting of Legacy Options.

Termination of Option

Notwithstanding any other provision in the Legacy Share Option Plan or the terms of any option agreement, if there takes place a Change of Control, all issued and outstanding Legacy Options shall terminate on the 90^th day after the occurrence of such Change of Control, or at such earlier time as may be established by the New SPAC Board, in its absolute discretion, prior to the time such Change of Control takes place.

Amendments

The Committee may, subject to any required approval of any Exchange, amend or discontinue the Legacy Share Option Plan and Legacy Options granted thereunder at any time without the approval of the shareholders of the Company or any Optionee whose Legacy Option is amended or terminated, provided

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that, subject to the terms of the Legacy Share Option Plan, no amendment to the Legacy Share Option Plan or Legacy Options granted pursuant to the Legacy Share Option Plan may be made without the consent of the Optionee, if it adversely alters or impairs any Legacy Option previously granted to such Optionee under the Legacy Share Option Plan. Without limitation of the foregoing, such amendments include, without limitation: (a) amendments of a “housekeeping nature” nature, including, without limitation, amending the wording of any provision of the Legacy Share Option Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Legacy Share Option Plan that is inconsistent with any other provision of the Legacy Share Option Plan, correcting grammatical or typographical errors and amending the definitions contained within the Legacy Share Option Plan respecting the administration of the Legacy Share Option Plan; (b) amending Legacy Options under the Legacy Share Option Plan, including with respect to the expiry date (provided that the term of the Legacy Option does not exceed fifteen years from the date the Legacy Option is granted and that such Legacy Option is not held by an Insider) and effect of termination of a Optionee’s employment or cessation of the Optionee’s service; or (c) amendments necessary to comply with applicable law or the requirements of any Exchange. Notwithstanding the foregoing, the Legacy Share Option Plan or any outstanding Legacy Option granted thereunder may not be amended without shareholder approval to:

Notwithstanding the foregoing, the Committee may amend or terminate the Legacy Share Option Plan or any outstanding Legacy Option granted under the Legacy Share Option Plan at any time without the approval of the shareholders of the Company or any Optionee whose Legacy Option is amended or terminated in order to conform the Legacy Share Option Plan or such Legacy Option, as the case may be, to applicable law or regulation or the requirements of any relevant stock exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights or adversely alter or impair any Legacy Option previously granted.

The following table sets forth the aggregate number of outstanding Legacy Options and Legacy RSUs that are outstanding under the Legacy Plans upon completion of the Business Combination.

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Notes:

In connection with the Business Combination, the Company adopted an equity incentive award plan (the “New SPAC Equity Incentive Award Plan”) and an equity incentive share option plan (the “New SPAC Share Option Plan” and together with the New SPAC Equity Incentive Award Plan, the “New SPAC Incentive Plans”) in order to facilitate the grant of equity incentive awards to directors, employees (including executive officers) and consultants of the Company and certain of its affiliates and to enable the Company to obtain and retain the services of these individuals, which is essential to the Company’s long-term success. A third party compensation consulting advisor was engaged to review executive and director compensation plans including the New SPAC Incentive Plans. The New SPAC Incentive Plans became effective immediately following the SPAC Amalgamation Effective Time, and are, along with any grants made thereunder, subject to the ratification by the Company’s shareholders at the Company’s annual general meeting to be held in 2023. The relevant terms of the New SPAC incentive plans are summarized below.

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New SPAC Equity Incentive Award Plan

Defined Terms

In this description of the New SPAC Equity Incentive Award Plan, the abbreviations and terms set forth below have the following meanings:

“All or Substantially All of the Assets” means greater than 90% of the aggregate fair market value of the assets of the Company and its Subsidiaries, on a consolidated basis, as determined by the Board in its sole discretion.

“Award” means an Incentive Award or a Share Award, as applicable.

“Award Agreement” means an Incentive Award Agreement or a Share Award Agreement, as applicable.

“Black-Out Period” means the period of time, if any, when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any Participant that holds an Award.

“Board” means the board of directors of the Company as constituted from time to time.

“Change of Control” means:

provided that a Change of Control shall be deemed not to have occurred if a majority of the Board, in good faith, determines that a Change of Control was not intended to occur in the particular circumstances in question and any such determination shall be binding and conclusive for all purposes of the New SPAC Equity Incentive Award Plan.

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“Dividend” means any dividend, return of capital or special distribution paid by the Company in respect of the Shares, whether in the form of cash or Shares or other securities or other property, expressed as an amount per Share.

“Exchange” means the stock exchange(s), if any, on which the Shares are listed and posted for trading.

“Exercise Date” means the day upon which the Company receives an Exercise Notice from a Participant of exercise of all or a portion of the Share Awards held by such Participant in respect of which the Vesting Date has occurred or, failing receipt of an Exercise Notice, the day immediately prior to the Expiry Date of such vested Share Awards.

“Exercise Notice” means a notice in writing to the Company respecting the exercise of Share Awards in respect of which the Vesting Date has occurred in the form approved by the Committee from time to time, duly executed by a Participant.

“Expiry Date” means: (i) in the case of Share Awards, the fifth anniversary of the grant date of the Restricted Award or the Performance Award, as applicable, or such other date as determined by the Committee in its sole discretion, provided that in no circumstances shall the Expiry Date exceed ten (10) years from the applicable grant date; and (ii) in the case of Incentive Awards, December 15th of the third year following the year in which the Incentive Award was granted.

“Fair Market Value” with respect to a Share, as at any date, means the volume weighted average of the prices at which the Shares traded on the Exchange (or, if the Shares are then listed and posted for trading on more than one Exchange, on such Exchange on which the majority of the trading volume and value of the Shares occurs) for the five (5) trading days on which the Shares traded on the said Exchange immediately preceding such date. In the event that the Shares are not listed and posted for trading on any stock exchange, the Fair Market Value shall be the fair market value of the Shares as determined by the Board in its sole discretion, acting reasonably and in good faith. If initially determined in United States dollars, the Fair Market Value shall be converted into Canadian dollars at an exchange rate selected and calculated in the manner determined by the Board from time to time, acting reasonably and in good faith.

“HEI Group” means, collectively, the Company and any entity that is a Subsidiary of the Company from time to time (and, for greater certainty, including any successor entity of any of the aforementioned entities).

“Incentive Award” means a Restricted Award or Performance Award made pursuant to the New SPAC Equity Incentive Award Plan and designated as an Incentive Award.

“Incentive Award Value” means, with respect to any Incentive Awards, an amount equal to the number of Incentive Awards, as such number may be adjusted in accordance with the terms of the New SPAC Equity Incentive Award Plan, multiplied by the Fair Market Value of the Shares.

“Incumbent Directors” means any member of the Board who was a member of the Board at the effective date of the New SPAC Equity Incentive Award Plan and any successor to an Incumbent Director who was recommended or elected or appointed to succeed any Incumbent Director by the affirmative vote of the Board, including a majority of the Incumbent Directors then on the Board, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control.

“Participants” mean Service Providers to whom Awards may be granted.

“Performance Award” means (i) an Incentive Award under the New SPAC Equity Incentive Award Plan designated as a “Performance Award” in the Incentive Award Agreement pertaining thereto, for which payment shall be made following the Vesting Date(s) thereof, or (ii) an award of Shares under the New SPAC Equity Incentive Award Plan designated as a “Performance Award” in the Share Award Agreement pertaining thereto, which Shares shall be issued following the Exercise Date(s) thereof.

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“Restricted Award” means (i) an Incentive Award under the New SPAC Equity Incentive Award Plan designated as a “Restricted Award” in the Incentive Award Agreement pertaining thereto, for which payment shall be made following the Vesting Date(s) thereof or (ii) an award of Shares under the New SPAC Equity Incentive Award Plan designated as a “Restricted Award” in the Share Award Agreement pertaining thereto, which Shares shall be issued following the Exercise Date(s) thereof.

“Service Providers” means persons who are employees or officers of the Company or a member of the HEI Group or who are consultants or other service providers to the Company or a member of the HEI Group.

“Share” means a Class A common share of the Company, or, in the event of an adjustment contemplated in the New SPAC Equity Incentive Award Plan, such other shares to which a Participant may be entitled upon the exercise or settlement of a Share Award or Incentive Award, as applicable, as a result of such adjustment.

“Share Award” means a Restricted Award or Performance Award made and designated as a Share Award pursuant to the New SPAC Equity Incentive Award Plan.

“Shareholder” means a holder of Shares.

“Subsidiary” has the meaning ascribed there in the Securities Act (Alberta).

“takeover bid” means a “take-over bid” as defined in MI 62-104 or tender offer, pursuant to which the “offeror” would as a result of such takeover bid or tender offer, if successful, beneficially own, directly or indirectly, in excess of 50% of the outstanding Shares (other than pursuant to an internal reorganization or in circumstances where the business of the Company is continued and where the shareholdings or other security holdings, as the case may be, in the offeror and the constitution of the board of directors or similar body of the offeror is such that the take-over bid or tender offer would not be considered a “Change of Control”).

“TSX” means the Toronto Stock Exchange.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

“Vesting Date” means, (i) with respect to any Incentive Award, the date upon which the Incentive Award Value to which the Participant is entitled pursuant to such Incentive Award shall irrevocably vest and become irrevocably payable by the Company to the Participant in accordance with the terms hereof, and (ii) with respect to any Share Award, the date upon which Shares awarded thereunder shall become issuable to the Participant of such Share Award in accordance with the terms hereof.

Purpose and Administration

The principal purposes of the New SPAC Equity Incentive Award Plan are to: (a) aid in attracting, retaining and motivating qualified Service Providers of the HEI Group in the growth and development of the HEI Group by providing them with the opportunity through Awards to acquire an increased proprietary interest in the Company; (b) more closely align such Service Providers’ interests with those of the Company’s shareholders; (c) focus such Service Providers on operating and financial performance and long-term shareholder value; and (d) motivate and reward for such Service Providers’ performance and contributions to the Company’s long-term success.

The New SPAC Equity Incentive Award Plan shall be administered by the Compensation Committee of the Board (the “Committee”), provided that the Board shall have the authority to appoint itself or another committee of the Board to administer the New SPAC Equity Incentive Award Plan. In the event that the Board appoints itself or another committee of the Board to administer the New SPAC Equity Incentive Award Plan, all references in the New SPAC Equity Incentive Award Plan to the Committee will be deemed to be references to the Board or such other committee of the Board, as applicable.

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To the extent permitted by law, the Committee may delegate or sub-delegate to one or more of its members, to any director or officer of the Company or to one or more agents all or any of the powers conferred on the Committee under the New SPAC Equity Incentive Award Plan, and the Committee or any person to whom it has delegated or sub-delegated authority as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the New SPAC Equity Incentive Award Plan.

For greater certainty and without limiting the discretion conferred on the Committee pursuant to the New SPAC Equity Incentive Award Plan, the Committee’s decision to approve the grant of an Award in any period shall not require the Committee to approve the grant of an Award to any Service Provider in any other period; nor shall the Committee’s decision with respect to the size or terms and conditions of an Award in any period require it to approve the grant of an Award of the same or similar size or with the same or similar terms and conditions to any Service Provider in any other period. The Committee shall not be precluded from approving the grant of an Award to any Service Provider solely because such Service Provider may previously have been granted an Award under the New SPAC Equity Incentive Award Plan or any other similar compensation arrangement of the Company or a member of the HEI Group. There is no obligation for uniformity of treatment of Service Providers or Participants under the New SPAC Equity Incentive Award Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants. No Service Provider has any claim or right to be granted an Award.

Granting of Awards

Each Award granted under the New SPAC Equity Incentive Award Plan shall be subject to the terms and conditions of the New SPAC Equity Incentive Award Plan and evidenced by a written agreement between the Company and the Participant (an ”Incentive Award Agreement” in the case of an Incentive Award and a ”Share Award Agreement” in the case of a Share Award) which agreement shall comply with, and be subject to, the requirements of the Exchange.

Dividend Equivalents

At the discretion of the Board, the New SPAC Equity Incentive Award Plan provides for cumulative adjustments to the number of Shares to be issued pursuant to Awards on each date that dividends are paid on the Shares by an amount equal to a fraction having as its numerator the amount of the dividend per Share and having as its denominator the price, expressed as an amount per Share, paid by participants in the Company’s Dividend Reinvestment Plan, if any, to reinvest their dividends in additional Shares on the applicable dividend payment date, provided that if the Company has suspended the operation of such plan or does not have such a plan, then the reinvestment price shall be equal to the Fair Market Value of the Shares on the trading day immediately preceding the dividend payment date. Under the New SPAC Equity Incentive Award Plan, in the case of a non-cash dividend, including Shares or other securities or property, the Committee will, in its sole discretion and subject to the approval of the Exchange, determine whether or not such non-cash dividend will be provided to the Participant and, if so provided, the form in which it shall be provided.

Vesting

Pursuant to the terms of the New SPAC Equity Incentive Award Plan, the Restricted Awards and the Performance Awards shall vest at the end of their three-year terms, respectively.

Limits on Issuances

Notwithstanding any other provisions of the New SPAC Equity Incentive Award Plan, the aggregate number of Shares reserved for issuance from time to time pursuant to Awards granted and outstanding thereunder at any time, and the aggregate number of Shares that may be issued pursuant to Awards granted thereunder, shall not exceed 2,826,350 Shares. This prescribed maximum may be subsequently increased to any specified amount, provided the increase is authorized by a vote of the Shareholders.

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If any Award granted under the New SPAC Equity Incentive Award Plan shall expire, terminate or be cancelled for any reason without the Shares issuable thereunder having been issued in full, any unissued Shares to which such Award relates shall be available for the purposes of the granting of further Awards under the New SPAC Equity Incentive Award Plan.

The aggregate number of Shares issuable pursuant to Awards granted to any single Service Provider shall not exceed 5% of the issued and outstanding Shares, calculated on an undiluted basis and assuming all Awards will be settled in Shares. In addition: (i) the number of Shares issuable to insiders at any time, under all security based compensation arrangements of the Company, shall not exceed 10% of the issued and outstanding Shares; and (ii) the number of Shares issued to insiders, within any one year period, under all security based compensation arrangements of the Company, shall not exceed 10% of the issued and outstanding Shares.

Share Award Terms

The Company may grant Restricted Awards and Performance Awards that, at the option of the Company, either: (a) entitle the holder on vesting to be issued the number of Shares designated in the Restricted Award or Performance Award, as applicable; or (b) entitle the holder on vesting to receive an amount equal to the value of the Restricted Award or Performance Award, as applicable, (being an amount equal to the number of Awards multiplied by the Fair Market Value of the Shares), which amount will in the sole and absolute discretion of the Company (and without the consent of the Participant), be settled in (i) cash, (ii) Shares acquired by the Company on the Exchange, (iii) Shares issued from the treasury of the Company, or (iv) any combination of the foregoing. In the case of Performance Awards, the number of Shares issuable or the value of the Award, as applicable, is multiplied by a payout multiplier. The payout multiplier is determined by the Committee based on an assessment of the achievement of pre-defined corporate performance measures in respect of the applicable period as determined by the Committee. The payout multiplier may not be less than 0% or more than 200%.

Exercise of Share Awards

A Participant may elect to exercise Share Awards at any time and from time to time from and including the day the Vesting Date in respect of such Share Awards occurs until the Expiry Date of such Share Awards, by delivering to the Company a duly completed and executed Exercise Notice; provided, that no Participant who is resident in the United States may exercise Share Awards unless the Shares issuable by the Company upon such exercise are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act. If any Share Award may not be exercised due to any Black-Out Period at any time within the three business day period prior to the Expiry Date of such Share Award the Expiry Date of all such Share Awards shall be extended for a period of seven business days following the end of the Black-Out Period (or such longer period as permitted by the Exchange and approved by the Committee).

Black-out Periods

If a Participant is prohibited from trading in securities of the Company as a result of the imposition by the Company of a trading blackout (a “Blackout Period”) and the issue or payment date of the Shares underlying an Award held by such Participant falls within the Blackout Period, then the issue or payment date of such Shares shall be extended to the date that is seven business days following the end of such Blackout Period; provided that if the expiry date of the Awards would occur as a result of such extension, the Awards will be settled on the expiry date in cash rather than Shares.

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Merger and Sale, etc.

If the Company enters into any transaction or series of transactions, other than a transaction that is a Change of Control and whereby the Company or All or Substantially All of the Assets would become the property of any other trust, body corporate, partnership or other person (a “Successor”) whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, then prior to or contemporaneously with the consummation of such transaction: (a) the Company and the Successor will execute such instruments and do such things as the Committee may determine are necessary to establish that upon the consummation of such transaction the Successor will have assumed the covenants and obligations of the Company under the New SPAC Equity Incentive Award Plan and the Award Agreements outstanding on consummation of such transaction and such Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the New SPAC Equity Incentive Award Plan and such Award Agreements with the same effect as though the Successor had been named as the Company in the New SPAC Equity Incentive Award Plan and therein and thereafter, the Company shall be relieved of all obligations and covenants under the New SPAC Equity Incentive Award Plan and such Award Agreements and the obligation of the Company to the Participants in respect of the Awards shall terminate and be at an end and the Participants shall cease to have any further rights in respect thereof including, without limitation, any right to acquire or receive Shares on the Vesting Date(s) applicable to such Awards; or (b) if the Awards (and the covenants and obligations of the Company under the New SPAC Equity Incentive Award Plan and the Award Agreements outstanding on consummation of such transaction) are not so assumed by the Successor, then the Vesting Date for all Shares awarded pursuant to such Awards that have not yet been issued as of such time shall be the date which is immediately prior to the date upon which the transaction is consummated.    

Change of Control

In the event (a) of any change in the Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; (b) that any rights are granted to all Shareholders to purchase Shares at prices substantially below Fair Market Value; or (c) that, as a result of any recapitalization, merger, consolidation or other transaction, the Shares are converted into or exchangeable for any other securities, then, in any such case, the Board may, subject to any required approval of the Exchange, make such adjustments to the New SPAC Equity Incentive Award Plan , to any Awards and to any Award Agreements outstanding under the New SPAC Equity Incentive Award Plan as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Participants thereunder.

Agreement to be Bound

If a Participant fails to acknowledge an Award by acceptance of the Award Agreement within the time specified by the Committee, the Company reserves the right to revoke the Award. Participation in the New SPAC Equity Incentive Award Plan by any Participant shall be construed as irrevocable acceptance by the Participant of the terms and conditions set out in the New SPAC Equity Incentive Award Plan and all rules and procedures adopted thereunder and as amended from time to time.

Amendment and Termination of Plan

The New SPAC Equity Incentive Award Plan and any Awards granted pursuant to the New SPAC Equity Incentive Award Plan may, subject to any required approval of the Exchange, be amended, modified or terminated by the Board without the approval of Shareholders. Without limitation of the foregoing, such amendments include, without limitation: (a) amendments of a “housekeeping nature”, including, without limitation, amending the wording of any provision of the New SPAC Equity Incentive Award Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the New SPAC Equity Incentive Award Plan that is inconsistent with any other provision of the New SPAC Equity Incentive Award Plan, correcting grammatical or typographical errors and amending the definitions contained within the New SPAC Equity Incentive Award Plan respecting the administration of the New SPAC Equity Incentive Award Plan; (b) amending Awards under the New SPAC Equity Incentive Award

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Plan, including with respect to the Expiry Date (provided that the term of the Award does not exceed ten years from the date the Award is granted and that such Award is not held by an insider), vesting period, and effect of termination of a Participant’s employment or cessation of the Participant’s service; (c) accelerating vesting; or (d) amendments necessary to comply with applicable law or the requirements of any Exchange on which the Shares are listed. Notwithstanding the foregoing, the New SPAC Equity Incentive Award Plan or any Award may not be amended without Shareholder approval to:

In addition, no amendment to the New SPAC Equity Incentive Award Plan or any Awards granted pursuant to the New SPAC Equity Incentive Award Plan may be made without the consent of a Participant if it adversely alters or impairs the rights of such Participant in respect of any Award previously granted to such Participant under the New SPAC Equity Incentive Award Plan.

New SPAC Share Option Plan

Terms of New SPAC Share Option Plan

Defined Terms

In this description of the New SPAC Share Option Plan, the abbreviations and terms set forth below have the following meanings:

“All or Substantially All of the Assets” means greater than 90% of the aggregate fair market value of the assets of the Company and its Subsidiaries, on a consolidated basis, as determined by the Board in its sole discretion.

“Black-Out Period” means the period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any holder of an Option.

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“Cause” means, unless otherwise defined in the applicable option agreement or employment agreement or consulting agreement of the Optionee (in which case “Cause” shall have the meaning therein):

“Cessation Date” means the date that is the earlier of:

regardless of whether adequate, legal or proper advance notice of termination or resignation shall have been provided in respect of such cessation of being a Service Provider, and the Cessation Date shall not, under any circumstances, be extended by any statutory, contractual or common law notice period mandated under any application laws.

“Change of Control” means:

(i) (A) a successfully completed takeover bid; and (B) members of the Board who are members of the Board immediately prior to the earlier of the commencement of such takeover bid and the first public announcement of such takeover bid cease to constitute a majority of the Board at any time within sixty days of the successful completion of such takeover bid; or

(ii) (A) any change in the beneficial ownership or control of the outstanding securities or other interests of the Company which results in: (I) a person or group of persons “acting jointly or in concert” within the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids, as amended from time to time; or (II) an affiliate or associate of such person or group of persons, holding, owning or controlling, directly or indirectly, more than 50% of the outstanding voting securities or interests of the Company; and (B) members of New SPAC Board who are members of New SPAC Board immediately prior to the earlier of such change and the first public announcement of such change cease to constitute a majority of New SPAC Board at any time within sixty days of such change; or

(iii) Incumbent Directors no longer constituting a majority of New SPAC Board;

(iv) the winding up of the Company or the sale, lease or transfer of All or Substantially All of the Assets to any other person or persons and the distribution of greater than 90% of the net proceeds from such sale, lease or transfer to the shareholders of the Company within 60 days of the completion of such sale, lease or transfer (other than pursuant to an internal reorganization or in circumstances where the business of the Company is continued and where the shareholdings or other security holdings, as the case may be, in the continuing entity and the constitution of the board of directors or similar body of the continuing entity is such that the transaction would not be considered a “Change of Control” if paragraph (ii) above was applicable to the transaction); provided that, for greater certainty, a sale, lease or exchange of all or substantially all the property of the Company for purposes of the Business Corporations Act (Alberta) shall not be considered a sale, lease or transfer All or Substantially All of the Assets for purposes of this paragraph (iv) unless the property that is the subject of such sale, lease or exchange represents greater than 90% of the aggregate fair market value of the assets of the Company and its subsidiaries, on a consolidated basis, as determined in accordance with the New SPAC Share Option Plan;

provided that a Change of Control shall be deemed not to have occurred if a majority of the Board, in good faith, determines that a Change of Control was not intended to occur in the particular circumstances in question and any such determination shall be binding and conclusive for all purposes of the New SPAC Share Option Plan.

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“Current Market Price” means, as at any date when the Current Market Price is to be determined, the volume weighted average trading price per Common Share on the TSX, or, if the New SPAC Common Shares are not listed on the TSX, on any stock exchange in Canada or the United States on which the New SPAC Common Shares are then listed, for the last five (5) trading days immediately prior to the date of determination, or if the New SPAC Common Shares are not listed upon any stock exchange in Canada or the United States, the Current Market Price shall be determined by the Board of Directors acting reasonably.

“Exchange” means the stock exchange(s), if any, on which New SPAC Common Shares are listed and posted for trading and, if New SPAC Common Shares are listed on more than one stock exchange, such stock exchange as may be selected for such purpose by New SPAC Board.

“Expiry Date” means the date upon which a New SPAC Option expires pursuant to the option agreement relating to such New SPAC Option.

“Fair Market Value” with respect to a New SPAC Common Share, as at any date, means the volume weighted average of the prices at which New SPAC Common Shares traded on the Exchange (or, if New SPAC Common Shares are then listed and posted for trading on more than one Exchange, on such stock exchange on which the majority of the trading volume and value of New SPAC Common Shares occurs) for the five (5) trading days on which New SPAC Common Shares traded on the said Exchange immediately preceding such date. In the event that New SPAC Common Shares are not listed and posted for trading on any Exchange, the Fair Market Value shall be the fair market value of New SPAC Common Shares as determined by New SPAC Board in its sole discretion, acting reasonably and in good faith. If initially determined in United States dollars, the Fair Market Value shall be converted into Canadian dollars at an exchange rate selected and calculated in the manner determined by the Board from time to time, acting reasonably and in good faith.

“HEI Group” means, collectively, the Company and any entity that is a Subsidiary of the Company from time to time (and, for greater certainty, including any successor entity of any of the aforementioned entities).

“Incumbent Directors” means any member of New SPAC Board who was a member of New SPAC Board at the effective date of New SPAC Share Option Plan and any successor to an Incumbent Director who was recommended or elected or appointed to succeed any Incumbent Director by the affirmative vote of New SPAC Board, including a majority of the Incumbent Directors then on New SPAC Board, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control.

“Insider” has the meaning ascribed thereto in Part I of the TSX Company Manual for the purposes of Section 613 of the TSX Company Manual.

“In-the-Money Value” means the amount by which the Current Market Price on the Pricing Date exceeds the exercise price of the applicable New SPAC Options, multiplied by the number of New SPAC Common Shares related to the applicable New SPAC Options.

“Optionee” means a holder of New SPAC Options.

“Pricing Date” means the date the Company receives notice from an Optionee that has elected to exercise a vested New SPAC Option by surrendering such New SPAC Option in exchange for the In-the-Money Value of New SPAC Option in lieu of purchasing the number of New SPAC Common Shares then issuable on the exercise of the vested New SPAC Option subject to the provisions of the New SPAC Share Option Plan and if permitted by the Committee.

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“Service Provider” means an officer or employee of, or a person or company engaged by, one or more of the entities comprising the HEI Group to provide services to an entity within the HEI Group.

Purpose and Administration

The purpose of the New SPAC Share Option Plan is to aid in attracting, retaining and motivating the officers, employees and other eligible Service Providers of the HEI Group in the growth and development of the HEI Group by providing them with the opportunity through Options to acquire an increased proprietary interest in the Company.

The New SPAC Share Option Plan is administered by a committee of the New SPAC Board appointed from time to time by New SPAC Board to administer New SPAC Share Option Plan or, if no such committee is appointed, New SPAC Board (the “Committee”) pursuant to any rules of procedure that may be fixed by New SPAC Board. To the extent permitted by law, the Committee may delegate or sub-delegate to one or more of its members, to any director or officer of the Company or to one or more agents all or any of the powers conferred on the Committee under the New SPAC Share Option Plan, and the Committee or any person to whom it has delegated or sub-delegated authority as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the New SPAC Share Option Plan.

For greater certainty and without limiting the discretion conferred on the Committee pursuant to the New SPAC Share Option Plan, the Committee’s decision to approve the grant of a New SPAC Option in any period shall not require the Committee to approve the grant of a New SPAC Option to any Service Provider in any other period; nor shall the Committee’s decision with respect to the size or terms and conditions of a New SPAC Option grant in any period require it to approve the grant of a New SPAC Option of the same or similar size or with the same or similar terms and conditions to any Service Provider in any other period. The Committee shall not be precluded from approving the grant of a New SPAC Option to any Service Provider solely because such Service Provider may previously have been granted a New SPAC Option under the New SPAC Share Option Plan or any other similar compensation arrangement of the Company or a member of the HEI Group. There is no obligation for uniformity of treatment of Service Providers or Optionees under the New SPAC Share Option Plan. The terms and conditions of New SPAC Options need not be the same with respect to any Optionee or with respect to different Optionees. No Service Provider has any claim or right to be granted a New SPAC Option.

Granting of New SPAC Options

The Committee may from time to time designate officers and employees of, and other eligible Service Providers to, the HEI Group to whom New SPAC Options may be granted and the number of New SPAC Common Shares to be optioned to each, provided that the number of New SPAC Common Shares to be optioned shall not exceed the limitations provided.

Limitations to New SPAC Share Option Plan

Notwithstanding any other provision of the New SPAC Share Option Plan: (a) the maximum number of New SPAC Common Shares that may be issued on exercise of New SPAC Options under the New SPAC Share Option Plan shall be limited to 250,000 New SPAC Common Shares; (b) no one Service Provider may be granted any New SPAC Option which, together with all New SPAC Options then held by such Optionee, would entitle such Optionee to receive a number of New SPAC Common Shares which is greater than 5% of the outstanding New SPAC Common Shares, calculated on an undiluted basis; (c) the number of New SPAC Common Shares (i) issued to Insiders of the Company, within any one year period; and (ii) issuable to Insiders of the Company, at any time; under the New SPAC Share Option Plan, or when combined with all of the Company’s other security based compensation arrangements shall not exceed 10% of the Company’s total issued and outstanding New SPAC Common Shares, respectively. For this purpose, “security based compensation arrangements” has the meaning ascribed thereto in Part VI of the TSX Company Manual.

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New SPAC Options that are cancelled, surrendered, terminated or expire prior to the exercise of all or a portion thereof shall result in the New SPAC Common Shares that were reserved for issuance thereunder being available for a subsequent grant of New SPAC Options pursuant to the New SPAC Share Option Plan to the extent of any New SPAC Common Shares issuable thereunder that are not issued under such cancelled, surrendered, terminated or expired New SPAC Options.

Vesting

The Committee may, in its sole discretion, determine: (i) the time during which New SPAC Options shall vest; (ii) the method of vesting; or (iii) that no vesting restriction shall exist. In the absence of any determination by the Committee to the contrary, New SPAC Options will vest and be exercisable as to one-quarter (1/4) of the total number of New SPAC Common Shares subject to the New SPAC Options on each of the first, second, third and fourth anniversaries of the date of grant (computed in each case rounded down to the nearest whole New SPAC Common Share with any fractional amount vesting on such fourth anniversary) subject to continued employment or service with the HEI Group. Notwithstanding the foregoing, the Committee may, at its sole discretion at any time or in the option agreement in respect of any New SPAC Options granted, accelerate or provide for the acceleration of vesting of New SPAC Options previously granted.

New SPAC Option Price

The exercise price of New SPAC Options granted under the New SPAC Share Option Plan shall be fixed by the Committee when such New SPAC Options are granted, provided that the exercise price of New SPAC Options shall not be less than such minimum price as may be required by the Exchange, if any, on which the New SPAC Common Shares are listed at the time of grant.

New SPAC Option Terms

The period during which a New SPAC Option is exercisable shall, subject to the provisions of the New SPAC Share Option Plan requiring or permitting the acceleration of rights of exercise or the extension of the exercise period, be such period, not in excess of fifteen years, as may be determined from time to time by the Committee, but subject to the rules of any Exchange(s) or other regulatory body having jurisdiction, and in the absence of any determination to the contrary will be five years from the date of grant. Each New SPAC Option shall, among other things, contain provisions to the effect that New SPAC Option shall be personal to the Optionee and shall not be assignable. In addition, unless the Company and an Optionee agree otherwise in an agreement for New SPAC Options or other written agreement (such as an agreement of employment or a retirement agreement), each New SPAC Option shall provide that:

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provided that the number of New SPAC Common Shares that the Optionee (or his or her heirs or successors) shall be entitled to purchase until such date of termination: (i) shall in the case of death of the Optionee, be all of New SPAC Common Shares that may be acquired on exercise of New SPAC Options held by such Optionee (or his or her heirs or successors), whether or not previously vested, and the vesting of all such New SPAC Options shall be accelerated on the Cessation Date; and (ii) in any case other than death or termination for Cause, shall be the number of New SPAC Common Shares which the Optionee was entitled to purchase on the Cessation Date. In the event of termination for cause, all of New SPAC Common Shares optioned, whether vested or unvested, shall be forfeited.

If any New SPAC Options may not be exercised due to any Black-Out Period at any time within the three-business day period prior to the normal expiry date of such New SPAC Options (the “Restricted Options”), the expiry date of all Restricted Options shall be extended for a period of seven business days following the end of the Black-Out Period (or such longer period as permitted by the Exchange(s) and approved by the Committee).

Cashless Exercise

Subject to the provisions of New SPAC Share Option Plan, if permitted by the Committee, an Optionee may elect to exercise a vested New SPAC Option by surrendering such New SPAC Option in exchange for the In-the-Money Value of New SPAC Option in lieu of purchasing the number of New SPAC Common Shares then issuable on the exercise of the vested New SPAC Option. If the Optionee so elects to exercise New SPAC Option, the Optionee shall be entitled to payment of the In-the-Money Value of the vested New SPAC Option determined as of the Pricing Date. The In-the-Money Value shall be paid in New SPAC Common Shares issued from treasury with the number of New SPAC Common Shares issuable being equal to the number obtained by dividing the In-the-Money Value of New SPAC Options in respect of which such election is made by the Current Market Price on the Pricing Date.

Surrender Offer

A Optionee may make an offer (the “Surrender Offer”) to the Company, at any time, for the disposition and surrender by the Optionee to the Company (and the termination thereof) of any of New SPAC Options granted under New SPAC Share Option Plan for an amount (not to exceed the Fair Market Value of New SPAC Common Shares less the exercise price of New SPAC Options) specified in the Surrender Offer by the Optionee, and the Company may, but is not obligated to, accept the Surrender Offer, subject to any regulatory approval required. If the Surrender Offer, either as made or as renegotiated, is accepted, New SPAC Options in respect of which the Surrender Offer relates shall be surrendered and deemed to be terminated and cancelled and shall cease to grant the Optionee any further rights thereunder upon payment of the amount of the agreed Surrender Offer by the Company to the Optionee.

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Alterations in Shares

In the event: (a) of any change in New SPAC Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or (b) that any rights are granted to all or substantially all shareholders to purchase New SPAC Common Shares at prices substantially below Fair Market Value; or (c) that, as a result of any recapitalization, merger, consolidation or other transaction, New SPAC Common Shares are converted into or exchangeable for any other shares; then New SPAC Board may, subject to any required approval by the TSX, make such adjustments to New SPAC Share Option Plan, to any New SPAC Options and to any agreements for New SPAC Options outstanding under New SPAC Share Option Plan, and make such amendments to any agreements for New SPAC Options outstanding under New SPAC Share Option Plan, as New SPAC Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Optionees thereunder and/or to provide for the Optionees to receive and accept such other securities or property in lieu of New SPAC Common Shares, and the Optionees shall be bound by any such determination.

For greater certainty, and notwithstanding anything to the contrary to the foregoing paragraph, no adjustment shall be made in accordance with respect to the issue of New SPAC Common Shares being made pursuant to or in connection with (i) any share option plan or share purchase plan, including the New SPAC Share Option Plan, in force from time to time for existing or proposed officers, directors, employees or Service Providers of the Company, or (ii) the issuance of additional New SPAC Common Shares pursuant to a public offering or private placement by the Company or a take-over bid or tender offer made by the Company for the securities of another entity.

Provisions Related to Merger/Sale etc.

Except in the case of a transaction that is a Change of Control and to which accelerated vesting and termination of New SPAC Options applies, if the Company enters into any transaction or series of transactions whereby the Company or All or Substantially All of the Assets would become the property of another trust, body corporate, partnership or other person (a “Successor”), whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, prior to or contemporaneously with the consummation of such transaction, the Company and the Successor will execute such instruments and do such things as the Committee may determine are necessary to establish that upon the consummation of such transaction the Successor will assume the covenants and obligations of the Company under the New SPAC Share Option Plan outstanding on consummation of such transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Company under the New SPAC Share Option Plan with the same effect as though the Successor had been named as the Company therein and thereafter, the Company shall be relieved of all obligations and covenants under the New SPAC Share Option Plan and the obligation of the Company to the Optionees in respect of New SPAC Options shall terminate and be at an end and the Optionees shall cease to have any further rights in respect thereof including, without limitation, any right to acquire New SPAC Common Shares upon vesting of New SPAC Options.

Acceleration of Vesting and Termination of Option

Notwithstanding any other provision in New SPAC Share Option Plan or the terms of any option agreement, upon the consummation of a Change of Control, all issued and outstanding New SPAC Options shall be automatically fully vested and exercisable (whether or not then vested) immediately prior to the time such Change of Control takes place and shall terminate on the 90^th day after the occurrence of such Change of Control, or at such earlier time as may be established by the New SPAC Board, in its absolute discretion, prior to the time such Change of Control takes place.

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Amendments

The Committee may, subject to any required approval of any Exchange, amend or discontinue the New SPAC Share Option Plan and New SPAC Options granted thereunder at any time without the approval of the shareholders of the Company or any Optionee whose New SPAC Option is amended or terminated, provided that, subject to the terms of the New SPAC Share Option Plan, no amendment to the New SPAC Share Option Plan or New SPAC Options granted pursuant to the New SPAC Share Option Plan may be made without the consent of the Optionee, if it adversely alters or impairs any Option previously granted to such Optionee under the New SPAC Share Option Plan. Without limitation of the foregoing, such amendments include, without limitation: (a) amendments of a “housekeeping nature” nature, including, without limitation, amending the wording of any provision of the New SPAC Share Option Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the New SPAC Share Option Plan that is inconsistent with any other provision of the New SPAC Share Option Plan, correcting grammatical or typographical errors and amending the definitions contained within the New SPAC Share Option Plan respecting the administration of the New SPAC Share Option Plan; (b) amending Options under the New SPAC Share Option Plan, including with respect to the expiry date (provided that the term of the Option does not exceed fifteen years from the date the Option is granted and that such Option is not held by an Insider) and effect of termination of a Optionee’s employment or cessation of the Optionee’s service; or (c) amendments necessary to comply with applicable law or the requirements of any Exchange. Notwithstanding the foregoing, the New SPAC Share Option Plan or any outstanding New SPAC Option granted thereunder may not be amended without shareholder approval to:

Notwithstanding the foregoing, the Committee may amend or terminate the New SPAC Share Option Plan or any outstanding New SPAC Option granted under the New SPAC Share Option Plan at any time without the approval of the shareholders of the Company or any Optionee whose New SPAC Option is amended or terminated in order to conform the New SPAC Share Option Plan or such New SPAC Option, as the case may be, to applicable law or regulation or the requirements of any relevant stock exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights or adversely alter or impair any New SPAC Option previously granted.

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Employment Agreements

In connection with the Arrangement, the Company entered into new employment agreements with certain members of the Company’s management. Other than Scott Sobie, President and Chief Executive Officer of the Company, each of the executives are subject to the same form of employment agreement.

Termination and Change of Control Benefits

A summary of the termination and change of control payments contained within the executive employment agreements are summarized below.

Pursuant to their employment agreement, if terminated without just cause, the executive (the “Executive”) would be entitled to severance payments including (i) one times (two times for the Company’s Chief Executive Officer (the “CEO”)) their annual salary, (ii) an amount equal to their current performance target percentage multiplied by the amount determined in (i), (iii) an amount equal to 15% of their current salary to account for lost benefits, and (iv) if the termination is after the conclusion of a bonus year, but prior to a bonus being awarded for such year, a bonus payment equal to the average of the cash bonuses paid for the two (2) year prior to the termination. Additionally, the Executive (other than the CEO) would be entitled to an amount equal to l/12th of the total payments in (i)-(iii) for each full year of employment, up to a maximum additional amount of 50% of the total payments in (i)-(iii). If the Executive is terminated without just cause, prior to the vesting dates of their equity incentives, any such awards and options shall be prorated based on the number of completed months from each respective grant date to the date of their termination plus twelve (12) months plus one (1) additional month for each full year of employment with Hammerhead up to a maximum of eighteen (18) months (24 months for the CEO), divided by thirty six (36), and such prorated awards and options will accelerate and vest on the date of termination and be available to exercise, valued or issued in accordance with the Legacy Plans, the New SPAC Equity Incentive Award Plan and the New SPAC Share Option Plan. If there is a change in control, the Executive would be entitled, within one year following the change of control, to terminate employment under certain good reason events and still receive the foregoing severance benefits. Such payments are subject to a release of claims. In addition, the CEO may elect to resign between 11 and 16 months after the effective date, and still receive the foregoing severance payments. Pursuant to their employment agreement, the Executive’s employment would be deemed to have terminated on death and their personal representatives would be entitled to receive the pro rata annual salary earned but not yet paid up to and including the date of termination, accrued and unused vacation and reimbursable expenses. In addition, the Executive’s personal representatives would be entitled to receive a cash bonus payment calculated by taking the most recent cash bonus paid to the Executive, multiplied by the number of days in the calendar year up to the date of their death, and divided by 365.

Indemnification

The Company has entered into indemnification agreements with its directors and certain officers to indemnify such individuals, to the fullest extent permitted by law and subject to certain limitations, against all liabilities, costs, charges and expenses reasonably incurred by such individuals in an action or proceeding to which any such individual was made a party by reason of being an officer or director of the Company or an organization of which the Company is a shareholder or creditor if such individual serves such organization at our request.

C. Board Practices

Information regarding the board of directors of the Company subsequent to the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of New SPAC After the Business Combination” and is incorporated herein by reference.

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D. Employees

Information regarding the employees of the Company is included in the Proxy Statement/Prospectus under the section titled “Business of Hammerhead and Certain Information About Hammerhead – Employees and Training” and is incorporated herein by reference.

E. Share Ownership

Information regarding the ownership of the New SPAC Common Shares by our directors and executive officers is set forth in Item 7.A of this Report.

A. Major Shareholders

The following table and accompanying footnotes set forth information known to the Company regarding the actual beneficial ownership of the New SPAC Common Shares by:

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, New SPAC Common Shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the New SPAC Common Shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

The beneficial ownership of the Company is based on 90,778,275 New SPAC Common Shares issued and outstanding as of February 23, 2023. In computing the number of New SPAC Common Shares beneficially owned by a person and the percentage ownership of such person, the Company deemed to be outstanding all New SPAC Common Shares subject to New SPAC Warrants, Legacy Options and Legacy RSUs held by the person that are currently exercisable or exercisable within 60 days of February 23, 2023. The Company did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated and subject to applicable community property laws, we believe that all persons named in the table below have sole voting and investment power with respect to all New SPAC Common Shares beneficially owned by them. To our knowledge, no New SPAC Common Shares beneficially owned by any executive officer, director or director nominee have been pledged as security. Unless otherwise indicated, the address of each Company shareholder named below is c/o Hammerhead Energy Inc., Suite 2700, 525 8th Avenue SW, Calgary, Alberta, T2P 1G1.

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B. Related Party Transactions

Information regarding certain related party transactions is included in the Proxy Statement/Prospectus under the section titled “Certain Relationships and Related Transactions” and is incorporated herein by reference.

C. Interests of Experts and Counsel

None/Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 18 of this Report for consolidated financial statements and other financial information.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company is not currently a party to any legal proceedings, the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on its business or financial condition.

B. Significant Changes

A discussion of significant changes since September 30, 2022, respectively, is provided under Item 4 of this Report and is incorporated herein by reference. Supplement No. 2 to the Prospectus forming part of the Registration Statement, filed on January 23, 2023, is incorporated herein by reference.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

Nasdaq Listing of New SPAC Class A Common Shares and New SPAC Warrants

The New SPAC Class A Common Shares and New SPAC Warrants are listed on Nasdaq under the symbols HHRS and HHRSW, respectively. Holders of New SPAC Class A Common Shares and New SPAC Warrants should obtain current market quotations for their securities. There can be no assurance that the New SPAC Class A Common Shares and/or New SPAC Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing requirements, the New SPAC Class A Common Shares and/or New SPAC Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at least 300 public holders of New SPAC Common Shares. A delisting of the New SPAC Class A Common Shares would likely affect the liquidity of the New SPAC Class A Common Shares and could inhibit or restrict the ability of the Company to raise additional financing.

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Following the closing of the Business Combination, the Company also became a reporting issuer in Canada under applicable Canadian securities laws and has listed the New SPAC Class A Common Shares and New SPAC Warrants on the TSX under the symbols “HHRS” and “HHRS.WT,” respectively. There can be no assurance that the New SPAC Class A Common Shares and/or New SPAC Warrants will remain listed on the TSX. If the Company fails to comply with the TSX listing requirements, the New SPAC Class A Common Shares and/or New SPAC Warrants could be delisted from the TSX. In particular, the TSX requires us to have at least 300 public holders of New SPAC Common Shares and 100 public holders of New SPAC Warrants. A delisting of the New SPAC Class A Common Shares (or New SPAC Warrants) would likely affect the liquidity of the New SPAC Class A Common Shares (or New SPAC Warrants) and could inhibit or restrict the ability of the Company to raise additional financing.

Lock-up Agreements

Information regarding the lock-up restrictions applicable to the New SPAC Common Shares is included in the Proxy Statement/Prospectus under the section titled “The Business Combination Agreement and Related Agreements – Related Agreements” and is incorporated herein by reference.

New SPAC Warrants

Upon the completion of the Business Combination, there were 28,550,000 New SPAC Warrants outstanding. The New SPAC Warrants, which entitle the holder to purchase one New SPAC Common Share at an exercise price of $11.50 per share, will become exercisable on March 25, 2023, the date that is 30 days after the completion of the Business Combination. The New SPAC Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their terms.

B. Plan of Distribution

Not applicable.

C. Markets

The New SPAC Class A Common Shares and New SPAC Warrants are listed on Nasdaq under the symbols HHRS and HHRSW, respectively. There can be no assurance that the New SPAC Class A Common Shares and/or New SPAC Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing requirements, the New SPAC Class A Common Shares and/or New SPAC Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at least 300 public holders of New SPAC Class A Common Shares. A delisting of the New SPAC Class A Common Shares would likely affect the liquidity of the New SPAC Class A Common Shares and could inhibit or restrict the ability of the Company to raise additional financing.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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A. Share Capital

We are authorized to issue an unlimited number of New SPAC Class A Common Shares, without par value, and an unlimited number of First Preferred Shares (“New SPAC Preferred Shares”), issuable in series and limited in number to an amount equal to not more than 20% of the number of issued and outstanding New SPAC Class A Common Shares at the time of issuance of any New SPAC Preferred Shares.

Information regarding our share capital is included in the Proxy Statement/Prospectus under the section titled “Description of New SPAC Securities” and is incorporated herein by reference.

B. Memorandum and Articles of Association

Information regarding certain material provisions of the articles of the Company is included in the Proxy Statement/Prospectus under the section titled “Description of New SPAC Securities” and is incorporated herein by reference.

C. Material Contracts

Information regarding certain material contracts is included in the Proxy Statement/Prospectus under the sections titled “The Business Combination Agreement and Related Agreements – Related Agreements,” “Business of Hammerhead and Certain Information About Hammerhead – Legal – Liabilities and Indebtedness” and “Description of New SPAC Securities – New SPAC Warrants” and is incorporated herein by reference.

D. Exchange Controls and Other Limitations Affecting Security Holders

There is no law, governmental decree or regulation in Canada that restricts the export or import of capital, or which would affect the remittance of dividends or other payments by the Company to non-resident holders of New SPAC Common Shares, other than withholding tax requirements.

E. Taxation

Information regarding certain tax consequences of owning and disposing of New SPAC Common Shares and New SPAC Warrants is included in the Proxy Statement/Prospectus under the section titled “Material U.S. Federal Income Tax Considerations for U.S. Holders” and “Material Canadian Tax Considerations” and is incorporated herein by reference.

F. Dividends and Paying Agents

The Company has not paid any dividends to its shareholders. The Company’s board of directors will consider whether or not to institute a dividend policy in the future. The determination to pay dividends will depend on many factors, including, among others, the Company’s financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Company’s board of directors may deem relevant.

G. Statement by Experts

The financial statements for DCRD as of December 31, 2021, and for the period from February 22, 2021 (inception) through December 31, 2021, incorporated by reference herein have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, and are incorporated by reference herein in reliance on such report given on the authority of such firm as an expert in accounting and auditing.

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The financial statements of Hammerhead as at December 31, 2021 and 2020, and for the years then ended, incorporated in this Report by reference from the Company’s Registration Statement, have been audited by Ernst and Young LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance on the report of such firm given upon their authority as experts in auditing and accounting.

McDaniel & Associates Consultants Ltd. compiled three reports as to the reserves of Hammerhead as of December 31, 2021, 2020 and 2019, respectively, which were prepared in accordance with guidelines specified in Item 1202(a)(8) of Regulation S-K and in conformity with Rule 4-10(a) of Regulation S-X, and are to be used for inclusion in certain filings of the SEC; such reports are filed as Exhibits 15.5, 15.6 and 15.7 to this Report.

H. Documents on Display

We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We also make available on our website, free of charge, our Annual Report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is https://www.hhres.com. The reference to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into this Report.

I. Subsidiary Information

Not applicable.

Information regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the section titled “Hammerhead’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated herein by reference.

Not applicable.

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PART II

Not applicable.

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PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

The audited consolidated financial statements of Hammerhead Resources Inc. are incorporated by reference to pages F-44 to F-83 of the Proxy Statement/Prospectus, filed with the SEC on December 30, 2022.

The unaudited interim financial statements of Hammerhead Resources Inc. are incorporated by reference to pages F-85 to F-106 of the Proxy Statement/Prospectus, filed with the SEC on December 30, 2022.

The audited consolidated financial statements of DCRD are incorporated by reference to pages F-23 to F-42 of the Proxy Statement/Prospectus, filed with the SEC on December 30, 2022.

The unaudited interim financial statements of DCRD are incorporated by reference to pages F-2 to F-22 of the Proxy Statement/Prospectus, filed with the SEC on December 30, 2022.

Unaudited pro forma condensed consolidated financial information is attached as Exhibit 15.1 to this Report.

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ITEM 19. EXHIBITS

III-2

III-3

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

III-4

Exhibit 1.1

BUSINESS CORPORATIONS ACT

SCHEDULE OF SHARE CAPITAL

The Corporation is authorized to issue:

and such shares shall have attached thereto the respective rights, privileges, restrictions and conditions set forth or otherwise provided for in this Schedule of Share Capital.

ARTICLE I

DEFINITIONS

In these Articles, the following terms have the following indicated meanings:

ARTICLE II

CLASS A COMMON SHARES AND CLASS B COMMON SHARES

The term “equity-linked securities” refers to any securities that are convertible into, exercisable or exchangeable for Class A Shares, including but not limited to a private placement of equity or debt.

Shares held by the Founders shall be surrendered by the Founders on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own twenty percent (20%) of the Corporation’s issued shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO) pursuant to Sections 2.4(a) to 2.4(f).

ARTICLE III

BUSINESS COMBINATION REQUIREMENTS

SCHEDULE OF OTHER PROVISIONS

Exhibit 1.2

RESTATED ARTICLES OF INCORPORATION

Business Corporations Act

(Alberta)

Section 180

The attached Schedule of Share Capital is incorporated into and forms part of this form.

None.

Not less than Three (3) directors and not more than Eleven (11) directors.

None.

The attached Schedule of Other Provisions is incorporated into and forms part of this form.

The Restated Articles of Incorporation correctly set out above, and without substantive change represent, the Articles of Incorporation as amended and supersede the original Articles of Incorporation.

This information is being collected for purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Co-ordinator for Alberta Registries, Research and Program Support, 3^rd Floor, Commerce Place, 10155 – 102 Street, Edmonton, Alberta T5J 4L4, (780) 422-7330.

SCHEDULE OF SHARE CAPITAL

The authorized capital of the Corporation shall consist of:

such shares having attached thereto the following rights, privileges, restrictions and conditions.

CLASS A COMMON SHARES

The rights, privileges, restrictions and conditions attaching to the Class A Common Shares shall be as follows:

The holders of the Class A Common Shares shall be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation, except meetings at which only holders of a different class or series of shares of the Corporation are entitled to vote, and shall be entitled to one vote for each Class A Common Share.

Subject to the prior rights and privileges attached to any other class or series of shares of the Corporation, the holders of the Class A Common Shares shall be entitled to receive dividends at such times and in such amounts as the directors of the Corporation may in their discretion from time to time declare.

Subject to the prior rights and privileges attached to any other class or series of shares of the Corporation, upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation or any other distribution of its assets among its shareholders for the purpose of winding up its affairs (such event referred to herein as a “Distribution”), each holder of Class A Common Shares shall have the right to receive, in cash or other assets, for each Class A Common Share held, from out of (but only to the extent of) the remaining property of the Corporation legally available for distribution to shareholders, its pro rata share of such remaining property based on the number of Class A Common Shares held thereby, and shall rank equally with all holders of Class A Common Shares with respect to such Distribution.

FIRST PREFERRED SHARES

The rights, privileges, restrictions and conditions attaching to the First Preferred Shares, as a class, shall be as follows:

The holders of each series of First Preferred Shares shall be entitled, in priority to holders of Class A Common Shares and any other shares of the Corporation ranking junior to the First Preferred Shares from time to time with respect to the payment of dividends, to be paid rateably with holders of each other series of First Preferred Shares, the amount of accumulated dividends, if any, specified as being payable preferentially to the holders of such series.

In the event of a Distribution, holders of each series of First Preferred Shares shall be entitled, in priority to holders of Class A Common Shares and any other shares of the Corporation ranking junior to the First Preferred Shares from time to time with respect to payment on a Distribution, to be paid rateably with holders of each other series of First Preferred Shares the amount, if any, specified as being payable preferentially to the holders of such series on a Distribution.

SCHEDULE OF OTHER PROVISIONS

Exhibit 1.3

GENERAL BY-LAW

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF

HAMMERHEAD ENERGY INC.

(hereinafter called the “Corporation”)

IT IS HEREBY ENACTED as a by-law of the Corporation as follows:

DIVISION ONE

INTERPRETATION

1.01 In the by-laws of the Corporation, unless the context otherwise specifies or requires:

Save as aforesaid, all terms which are contained in the by-laws of the Corporation and which are defined in the Act or the Regulations shall, unless the context otherwise specifies or requires, have the meanings given to such terms in the Act or the Regulations. Words importing the singular number include the plural and vice versa; and the word “person” shall include an individual, partnership, association, body corporate, body politic, trustee, executor, administrator and legal representative.

Headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

DIVISION TWO

BANKING AND SECURITIES

2.01 Banking Arrangements

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations or any other persons as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of power as the board may from time to time prescribe or authorize.

2.02 Voting Rights in Other Bodies Corporate

The signing officers of the Corporation may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officers executing such proxies or arranging for the issuance of such voting certificates or evidence of the right to exercise such voting rights. In addition, the board, or failing the board, the signing officers of the Corporation, may direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

DIVISION THREE

EXECUTION OF INSTRUMENTS

3.01 Authorized Signing Officers

Unless otherwise authorized by the board, deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two of the president, chair of the board, managing director, any vice-president, any director, secretary, treasurer, any assistant secretary or any assistant treasurer or any other officer created by by-law or by the board. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same, but no instrument is invalid merely because the corporate seal is not affixed thereto.

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3.02 Cheques, Drafts and Notes

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or person or persons, whether or not officers of the Corporation, and in such manner as the board may from time to time designate by resolution.

DIVISION FOUR

DIRECTORS

4.01 Number

The board shall consist of such number of directors as is fixed by the articles, or where the articles specify a variable number, shall consist of such number of directors as is not less than the minimum nor more than the maximum number of directors provided in the articles and as shall be fixed from time to time by resolution of the shareholders.

4.02 Election and Term

Subject to the articles or a unanimous shareholder agreement, the election of directors shall take place at each annual meeting of shareholders and all of the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall, subject to the articles or a unanimous shareholder agreement, be the number of directors then in office, or the number of directors whose terms of office expire at the meeting, as the case may be, except that, if cumulative voting is not required by the articles and the articles otherwise permit, the shareholders may resolve to elect some other number of directors. Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected. If the articles provide for cumulative voting, each director elected by shareholders (but not directors elected or appointed by creditors or employees) ceases to hold office at the annual meeting and each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by such shareholder multiplied by the number of directors such shareholder is entitled to vote for, and such shareholder may cast all such votes in favour of one candidate or distribute them among the candidates in any manner. If a shareholder has voted for more than one candidate without specifying the distribution among such candidate, such shareholder shall be deemed to have divided such shareholder’s votes equally among the candidates for whom such shareholder voted.

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4.03 Removal of Directors

Subject to the Act and the articles, the shareholders may by ordinary resolution passed at a special meeting remove any director from office, except a director elected by employees or creditors pursuant to the articles or a unanimous shareholder agreement, and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the board. However, if the articles provide for cumulative voting, no director shall be removed pursuant to this section where the votes cast against the resolution for such director’s removal would, if cumulatively voted at an election of the full board, be sufficient to elect one or more directors.

4.04 Consent

A person who is elected or appointed a director is not a director unless:

4.05 Vacation of Office

A director of the Corporation ceases to hold office when:

4.06 Committee of Directors

The directors may appoint from among their number a managing director, or a committee of directors, however designated, and subject to section 115 of the Act may delegate to the managing director or such committee any of the powers of the directors. A committee may be comprised of one director.

4.07 Transaction of Business of Committee

Subject to the provisions of this by-law with respect to participation in a meeting, the powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all of the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Alberta and may be called by any one member of the committee giving notice in accordance with the by-laws governing the calling of meetings of the board.

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4.08 Procedure

Unless otherwise determined herein or by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

4.09 Remuneration and Expenses

Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

4.10 Vacancies

Subject to the Act, a quorum of the board may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles. If there is not a quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

4.11 Action by the Board

Subject to any unanimous shareholder agreement, the board shall manage or supervise the management of the business and affairs of the Corporation. Notwithstanding a vacancy among the directors, a quorum of directors may exercise all the powers of the directors. If the Corporation has only one director, that director may constitute a meeting.

DIVISION FIVE

MEETING OF DIRECTORS

5.01 Place of Meeting

Meetings of the board may be held at any place within or outside Alberta.

5.02 Notice of Meeting

Unless the board has made regulations otherwise, meetings of the board may be summoned on twenty-four (24) hours’ notice, given verbally or in writing, and whether by means of telephone or electronic means in accordance with the provisions of the Electronic Transactions Act, or any other means of communication. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including any proposal to:

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Provided, however, that a director may in any manner, and either before or after the meeting, waive notice of a meeting and attendance of a director at a meeting of the board shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

For the first meeting of the board to be held immediately following an election of directors no notice of such meeting shall be necessary, and for a meeting of the board at which a director is to be appointed to fill a vacancy in the board, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order to legally constitute the meeting, provided, in each case, that a quorum of the directors is present.

5.03 Adjourned Meeting

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

5.04 Calling of the Meetings

Meetings of the board shall be held from time to time at such time and at such place as the board, the chair of the board, the managing director, the chief executive officer or any two directors may determine. Should more than one of the above-named call a meeting at or for substantially the same time, there shall be only one meeting held and such meeting shall occur at the time and place determined by, in order of priority, the board, any two directors, the chair, or the chief executive officer. A meeting may be held entirely by electronic means.

5.05 Regular Meetings

The board may, from time to time, appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, and forthwith to each director subsequently elected or appointed, but no other notice shall be required for any such regular meeting except where the Act or this by-law requires the purpose thereof or the business to be transacted thereat to be specified.

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5.06 Chair

The chair of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chair of the board, chief executive officer, managing director or president. If no such officer is present, the directors present shall choose one of their number to be chair.

5.07 Quorum

The quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors holding office or such greater number of directors as the board may from time to time determine.

5.08 Voting

Questions arising at any meeting of the board shall be decided by a majority of votes, and in the event of any equality of votes, the chair of the meeting shall not be entitled to a second or casting vote.

5.09 Participation in Meeting

A director may participate in a meeting of the board or a committee of the board by electronic means, telephone, or other communication facilities as permit all persons participating in the meeting to hear or otherwise communicate with each other, and a director participating in such meeting by such means is deemed to be present at the meeting.

5.10 Resolution in Lieu of Meeting

Notwithstanding any of the foregoing provisions of this by-law, a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board or a committee of directors is as valid as if it had been passed at a meeting of the board or committee of directors, as the case may be. A copy of every such resolution shall be kept with the minutes of the proceedings of the directors or committee of directors. Any such resolution in writing is effective for all purposes at such time as the resolution states regardless of when the resolution is signed and may be signed in counterpart.

DIVISION SIX

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.01 Conflict of Interest

A person that is a director or officer shall not be disqualified from such person’s office, or be required to vacate such person’s office, by reason only that such person is a party to, or is a director or officer or has a material interest in any person who is a party to, a material contract or material transaction or proposed material contract or proposed material transaction with the Corporation or a subsidiary thereof. Such a director or officer shall, however, disclose the nature and extent of such director’s or officer’s interest in the contract or transaction or proposed contract or transaction at the time and in the manner provided by the Act. Subject to the provisions of the Act, a person that is a director or officer shall not by reason only of such person’s office be accountable to the Corporation or to its shareholders for any profit or gain realized from such a contract or transaction, and such contract or transaction shall not be void or voidable by reason only of such person’s interest therein, provided that the required declaration and disclosure of interest is properly made, the contract or transaction is approved by the directors or shareholders, if necessary, and it was fair and reasonable to the Corporation at the time it was approved and, if required by the Act, the director refrains from voting as a director on the contract or transaction.

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Even if the above conditions are not met, a director or officer acting honestly and in good faith shall not be accountable to the Corporation or to its shareholders for any profit realized from a material contract or material transaction for which disclosure is required by the Act, and such contract or transaction shall not be void or voidable by reason only of the director or officer’s interest therein, provided that the material contract or material transaction was approved or confirmed by special resolution at a meeting of the shareholders, disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before such contract or transaction was approved or confirmed, and such contract or transaction was reasonable and fair to the Corporation at the time it was approved or confirmed.

6.02 Limitation of Liability

Every director and officer of the Corporation, in exercising such director’s or officer’s powers and discharging such director’s or officer’s duties, shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer, for the time being of the Corporation, shall be liable for the acts, neglects or defaults of any other director or officer or employee or for joining in any act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss, conversion, misapplication or misappropriation of or any damage resulting for any dealings with any moneys, securities or other assets belonging to the Corporation or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such director’s or officer’s respective office or trust or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the Regulations thereunder or from liability for any breach thereof. The directors, for the time being of the Corporation, shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board.

No act or proceeding of any director or officer or the board shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the election, appointment or qualification of such director or officer or board.

6.03 Indemnity

Subject to section 124 of the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and such director’s or officer’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such director or officer in respect of any civil, criminal, administrative, investigative or other action or proceeding to which such director or officer is involved by reason of being or having been a director or officer of the Corporation or body corporate, if:

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The Corporation shall also indemnify such persons in such other circumstances as the Act permits or requires. Nothing herein contained shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this section 6.03.

6.04 Insurance

The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 6.03 against any liability incurred by such person:

DIVISION SEVEN

OFFICERS

7.01 Election or Appointment

Subject to any unanimous shareholder agreement, the board may, from time to time, appoint a chair of the board, chief executive officer, a president, one or more vice-presidents, a secretary, and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Except for a managing director and a chair of the board who must be directors, an officer may, but need not be, a director and one person may hold more than one office.

7.02 Chair of the Board

The chair of the board shall, when present, preside at all meetings of the board and at all meetings of shareholders.

If no managing director is appointed, the board may assign to the chair of the board any of the powers and duties that, by any provision of this by-law, are assigned to the managing director; and the chair shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the chair of the board, the chair’s duties shall be performed and the chair’s powers exercised by the chief executive officer, if any, managing director, if any, or by the president.

7.03 Managing Director

The managing director, if any, and shall have, subject to the authority of the board, general supervision of the business and affairs of the Corporation; and such managing director shall, subject to the provisions of the Act, have such other powers and duties as the board may specify.

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7.04 Chief Executive Officer

The chief executive officer shall, subject to the authority of the board and the managing director, if any, have such powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the chief executive officer shall also have the powers and duties of that office; provided, however, that unless such chief executive officer is a director such chief executive officer shall not preside as chair at any meeting of the board or of a committee of directors. If appointed, the chief executive officer shall, subject to the authority of the board and the board’s discretion to alter or restrict such powers, full power to manage and direct the business and affairs of the Corporation (except such matters and duties as by law must be transacted or performed by the board and/or by the shareholders) and to employ and discharge agents and employees of the Corporation and may delegate to them any lesser authority. A chief executive officer shall conform to all lawful orders given to such chief executive officer by the board and shall at all reasonable times give to the board any information the board may require regarding the affairs of the Corporation. Any agent or employee appointed by a chief executive officer shall be subject to discharge by the board.

7.05 President

The president shall, subject to the authority of the board, the managing director, if any, and the chief executive officer, if any, shall have such powers and duties as the board may specify. During the absence or disability of the chief executive officer, or if no chief executive officer has been appointed, the president shall also have the powers and duties of that office; provided, however, that unless such president is a director such president shall not preside as chair at any meeting of the board or of a committee of directors.

7.06 Vice-President

During the absence or disability of the president, the president’s duties shall be performed and such president’s powers exercised by the vice-president or, if there is more than one, by the vice-president designated from time to time by the board or the president; provided, however, that a vice-president who is not a director shall not preside as chair at any meeting of the board or of a committee of directors. A vice-president shall have such other powers and duties as the board, the chief executive officer or the president may prescribe.

The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of directors and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; such secretary shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; such secretary shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and such secretary shall have such other powers and duties as the board or the chief executive officer, if any, may specify.

7.08 Powers and Duties of Other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board, the managing director, if any, or the chief executive officer, if any, or the president may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer, if any, or the president otherwise directs.

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The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

If the office of any officer of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the board, by resolution, may appoint a person to fill such vacancy.

The remuneration of all officers appointed by the board shall be determined from time to time by resolution of the board. The fact that any officer or employee is a director or shareholder of the Corporation shall not disqualify such officer or employee from receiving such remuneration as may be determined. All officers shall be subject to removal by resolution of the board at any time, with or without cause, notwithstanding any agreement to the contrary, provided however that this right of removal shall not limit in any way such officer’s right to damages by virtue of such agreement or any other rights resulting from such removal in law or equity.

The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit.

An officer shall disclose such officer’s interest in any material contract or material transaction or proposed material contract or proposed material transaction with the Corporation in accordance with section 6.01.

The board may require such officers, employees and agent of the Corporation, as the board deems advisable, to furnish bonds for the faithful discharge of their powers and duties, in such forms and with such surety as the board may from time to time determine.

DIVISION EIGHT

SHAREHOLDERS’ MEETINGS

Subject to the Act, the annual meeting of shareholders shall be held at such time and on such day in each year and at such place or places as the board, the chair of the board, the managing director or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors if required by the Act or the articles, and for the transaction of such other business as may properly be brought before the meeting.

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8.02 Special Meetings

The board shall have the power to call a special meeting of shareholders at any time.

8.03 Place of Meetings

Meetings of shareholders shall be held as provided for in the articles, or failing any reference in the articles, at such place in Alberta as the board may determine. Subject to the Act, if the directors or the shareholders of the Corporation call a meeting of shareholders, the directors or the shareholders, as the case may be, may determine that the meeting shall be held entirely by electronic means, telephone or other communication facility that permits all participants to communicate adequately with each other during the meeting.

8.04 Record Date for Notice

The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than fifty (50) days and not less than twenty-one (21) days, as a record date for the determination of shareholders entitled to notice of or to vote at the meeting. If no record date is fixed, the record date for the determination of the shareholders entitled to receive notice of or to vote at the meeting shall be the close of business on the date immediately preceding the day on which the notice is given or, if no notice is given, the day on which the meeting is held.

8.05 Notice of Meeting

Provided that the Corporation is not a reporting issuer, a notice of the time and place of each meeting of shareholders shall be sent not less than seven (7) days and not more than sixty (60) days before the meeting to each shareholder entitled to vote at the meeting, each director and the auditor of the Corporation. If the Corporation is a “reporting issuer”, a notice of the time and place of each meeting of shareholders shall be sent not less than twenty-one (21) days and not more than fifty (50) days before the meeting to each shareholder entitled to vote at the meeting, each director and the auditor of the Corporation. Such notice may be sent by electronic means in accordance with the Electronic Transactions Act (or any successor legislation governing electronic delivery), or by mail addressed to, or may be delivered personally to, the shareholder, at such shareholder’s latest address or email address as shown in the records of the Corporation or its transfer agent, to the director, at such director’s latest address or email address as shown in the records of the Corporation or in the last notice filed pursuant to section 106 or 113 of the Act, or to the auditor, at such auditor’s most recent address or email address as shown in the records of the Corporation. A notice of meeting of shareholders sent by mail or by email to a shareholder, director or auditor in accordance with the above is deemed to be served on the day on which it was deposited in the mail or delivered by electronic means. A notice of a meeting is not required to be sent to shareholders who are not registered on the records of the Corporation or its transfer agent on the record date as determined according to section 8.04 hereof. Notice of a meeting of shareholders at which special business is to be transacted shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting. A special meeting and an annual meeting may be convened by one and the same notice and it shall not be an objection to the notice that it only convenes the second meeting contingently on any resolution being passed by the requisite majority at the first meeting.

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8.06 Right to Vote

Subject to the provisions of the Act as to authorized representatives of any other body corporate, at any meeting of shareholders in respect of which the Corporation has prepared the list referred to in section 8.07 hereof, every person who is named in such list shall be entitled to vote the shares shown thereon opposite such person’s name except to the extent that such person has transferred any of such person’s shares after the record date set pursuant to section 8.04 hereof, or, if no record date is fixed, after the date on which the list referred to in section 8.07 is prepared, and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that such person owns such shares, demands not later than ten (10) days before the meeting that such person’s name be included to vote the transferred shares at the meeting. In the absence of a list prepared as aforesaid in respect of a meeting of shareholders, every person shall be entitled to vote at the meeting who at the close of business on the record date, or if no record date is set, at the close of business on the date preceding the date notice is sent, is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.

8.07 List of Shareholders Entitled to Notice

The Corporation shall prepare a list of shareholders entitled to receive notice of a meeting, and showing the number of shares held by each shareholder in accordance with section 137 of the Act. If a record date for the meeting is fixed pursuant to section 8.04 hereof by the board, the shareholders listed shall be those registered at the close of business on the record date. If no record date is fixed by the board, the shareholders listed shall be those listed at the close of business on the last business day immediately preceding the day on which notice of a meeting is given, or where no such notice is given, the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where its central securities register is maintained and at the place where the meeting is held.

8.08 Meetings Without Notice

A meeting of shareholders may be held without notice at any time and place permitted by the Act:

At such meetings any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Canada, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to a meeting being held at such place.

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8.09 Waiver of Notice

A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

8.10 Chair, Secretary and Scrutineers

The chair of the board or, in the chair’s absence, the chief executive officer, if such an officer has been elected or appointed and is present, or otherwise the president or a vice-president who is a shareholder of the Corporation, shall be chair of any meeting of shareholders. If no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, or declines to be chair of the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

8.11 Persons Entitled to be Present

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

8.12 Quorum

A quorum at any meeting of shareholders (unless a greater number of persons are required to be present or a greater number of shares are required to be represented by the Act or by the articles or by any other by-law) shall be persons present not being less than two (2) in number and holding or representing not less than twenty-five (25%) per cent of the shares entitled to be voted at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of the meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

8.13 Participation in Meeting

A shareholder or any other person entitled to attend a meeting may participate in a meeting of shareholders by electronic means, telephone or other communication facilities as permit all persons participating in the meeting to hear or otherwise communicate with each other, and a person participating in such a meeting by such means is deemed to be present at the meeting. Subject to the Act, any person participating in a meeting pursuant to this section and entitled to vote at the meeting may vote by electronic means, telephone or other communication facility that the Corporation has made available for that purpose.

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8.14 Proxyholders and Representatives

Votes at meetings of the shareholders may be given either personally or by proxy; or, in the case of a shareholder, who is a body corporate or association, by an individual authorized by a resolution of the board or governing body of the body corporate or association to represent it at a meeting of shareholders of the Corporation, upon producing a certified copy of such resolution or otherwise establishing such individual’s authority to vote to the satisfaction of the secretary or the chair.

A proxy shall be executed by the shareholder or such shareholder’s attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and is valid only at the meeting in respect of which it is given or any adjournment of that meeting. A person appointed by proxy need not be a shareholder.

8.15 Time for Deposit of Proxies

The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than forty-eight (48) hours exclusive of Saturdays and holidays, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chair of the meeting or any adjournment thereof prior to the time of voting.

8.16 Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholder may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

8.17 Votes to Govern

Except as otherwise required by the Act, all questions proposed for the consideration of shareholders at a meeting of shareholders shall be determined by a majority of the votes cast and in the event of an equality of votes at any meeting of shareholders, the chair shall not have a second or casting vote.

8.18 Conduct of Vote

Subject to the Act, voting at a meeting of shareholders shall be by a show of hands, unless a ballot is required or demanded as hereinafter provided, and may be held, subject to the Act, entirely by electronic means, telephone or other communication facility, if the Corporation makes such a communication facility available. Every person who is present or otherwise participating in the meeting pursuant to section 8.13 hereof and entitled to vote shall have one vote. Whenever a vote shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or defeated and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of shareholders upon the said question.

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8.19 Ballots

On any question proposed for consideration at a meeting of shareholders, a shareholder, proxyholder or other person entitled to vote may demand and the chair may require that a ballot be taken either before or upon the declaration of the result of any vote. If a ballot is demanded on the election of a chair or on the question of an adjournment it shall be taken forthwith without an adjournment. A ballot demanded or required on any other question shall be taken in such manner as the chair shall direct. A demand or requirement for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares that such person is entitled to vote at the meeting upon the question, to the number of votes as provided for by the articles or, in the absence of such provision in the articles, to one vote for each share such person is entitled to vote. The result of the ballot so taken shall be the decision of the shareholders upon the question. The demand or requirement for a ballot shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the ballot has been demanded or required.

8.20 Adjournment

The chair at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than thirty (30) days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given in the same manner as notice for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety (90) day, subsection 149(1) of the Act does not apply.

8.21 Resolution in Lieu of a Meeting

A resolution in writing signed by such percentage or number of shareholders as is required by the Act is as valid as if it had been passed at a meeting of the shareholders. A resolution in writing signed in accordance with the section of the by-laws and the Act dealing with all matters required to be dealt with at a meeting of shareholders satisfies all the requirements of the Act relating to meetings of shareholders. A copy of every such resolution in writing shall be kept with minutes of the meetings of shareholders. Any such resolution in writing is effective for all purposes at such time as the resolution states regardless of when the resolution is signed and may be signed in counterpart.

8.22 Only One Shareholder

Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

DIVISION NINE

SHARES

9.01 Non-Recognition of Trusts

Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

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9.02 Certificates

The shareholder is entitled at such shareholder’s option to a share certificate that complies with the Act or a non-transferable written acknowledgement of such shareholder’s right to obtain a share certificate from the Corporation in respect of the securities of the Corporation held by such shareholder. Share certificates and acknowledgements of a shareholder’s right to a share certificate, respectively, shall be in such form as described by the Act and as the board shall from time to time approve. A share certificate shall be signed by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the Corporation, or by a trustee who certifies it in accordance with a trust indenture, and any signatures required on the share certificate may, if permitted by the board, be printed or otherwise mechanically reproduced on it. A share certificate may be in electronic form if permitted by the board.

9.03 Replacement of Share Certificates

The board or any officer or agent designated by the board may in its or such officer’s or agent’s discretion direct the issuance of a new share certificate or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

The Corporation is not required to issue more than one share certificate in respect of a share held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all. Any one of such holders may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such certificate.

DIVISION TEN

TRANSFER OF SECURITIES

10.01 Registration of Transfer

If a share in registered form is presented for registration of transfer, the Corporation shall register the transfer if:

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10.02 Transfer Agents and Registrar

The board may from time to time by resolution appoint or remove one or more companies as its agent or agents to maintain a central securities register or registers, and an agent or agents to maintain a branch securities register or registers. Agents so appointed may be designated as transfer agent or registrar according to their functions, and a person may be appointed and designated with functions as both registrar and transfer or branch transfer agent. Registration of the issuance or transfer of a security in the central securities register or in a branch securities register is complete and valid registration for all purposes.

10.03 Securities Registers

A central securities register of the Corporation shall be kept at its registered office or at any other place in Alberta designated by the board to record the shares and other securities issued by the Corporation in registered form, showing with respect to each class or series of shares and other securities:

A branch securities register or registers may be kept either in or outside Alberta at such place or places as the board may determine. A branch securities register shall only contain particulars of securities issued or transferred at that branch. Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

10.04 Deceased Shareholders

In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

DIVISION ELEVEN

DIVIDENDS AND RIGHTS

Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interest in the Corporation. Dividends may be paid in money or property or by issuing fully-paid shares of the Corporation.

11.02 Dividend Cheques

A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and shall be mailed by prepaid ordinary mail to such registered holder at such registered holder’s address recorded in the Corporation’s securities register or registers or such address as such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

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11.03 Non-Receipt of Cheques

In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

11.04 Unclaimed Dividends

No dividend shall bear interest against the Corporation. Any dividend unclaimed after the last business day prior to the third anniversary of the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

11.05 Record Date for Dividends and Rights

The board may fix in advance a date, preceding by not more than fifty (50) days the date for the payment of any dividend, as a record date for the determination of the persons entitled to receive payment of such dividend. Where no record date is fixed in advance as aforesaid, the record date for the determination of the persons entitled to receive payment of any dividend shall be at the close of business on the day on which the resolution relating to such dividend is passed by the board.

DIVISION TWELVE

INFORMATION AVAILABLE TO SHAREHOLDERS

12.01 Confidential Information

Except as provided by the Act, no shareholders shall be entitled to obtain information respecting any details or conduct of the Corporation’s business which, in the opinion of the directors, it would be inexpedient in the interests of the Corporation to communicate to the public.

12.02 Conditions of Access to Information

The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation or any of them shall be open to the inspection of shareholders and no shareholders shall have any right to inspect any document or book or register or account record of the Corporation except as conferred by statute or authorized by the board or by a resolution of the shareholders.

12.03 Registered Office and Separate Records Office

The registered office of the Corporation shall be at a place within Alberta and at such location therein as the board may from time to time determine. The records office will be at the registered office or at such location, if any, within Alberta, as the board may from time to time determine.

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DIVISION THIRTEEN

NOTICES

13.01 Method of Giving Notices

A notice or document required by the Act, the Regulations, the articles or the by-laws to be sent to a shareholders or director of the Corporation may be sent by electronic means in accordance with the provisions of the Electronic Transactions Act, or by prepaid mail addressed to, or may be delivered personally to:

A notice or document sent by mail in accordance with the foregoing to a shareholder or director of the Corporation is deemed to be received by such shareholder or director at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholders or director did not receive the notice or document at the time or at all. A notice or document sent by electronic delivery in accordance with the foregoing to a shareholder or director of the Corporation is deemed to be received by such shareholder or director at the time of delivery unless there are reasonable grounds for believing that the shareholders or director did not receive the notice or document at the time or at all.

13.02 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all of such joint holders but notice addressed to one of such persons shall be sufficient notice to all of them.

13.03 Persons Entitled by Death or Operation of Law

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholders from whom such person derives such person’s title to such share prior to such person’s name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which such person became so entitled) and prior to such person’s furnishing to the Corporation the proof of authority or evidence of such person’s entitlement prescribed by the Act.

13.04 Non-Receipt of Notices

If a notice or document is sent to a shareholder in accordance with section 13.01 and the notice or document is returned on two (2) consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notice or documents to the shareholder until the shareholder informs the Corporation in writing of such shareholder new address; provided always, that in the event of the return of a notice of a shareholders meeting mailed or emailed to a shareholder in accordance with section 13.01 the notice shall be deemed to be received by the shareholder on the date deposited in the mail notwithstanding its return.

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13.05 Omissions and Errors

Subject to the Act, the accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

13.06 Signature on Notices

Unless otherwise specifically provided, the signature of any director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

13.07 Waiver of Notice

If a notice or document is required by the Act or the Regulations, the articles, the by-laws or otherwise to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to receive it. The consent of a person entitled to waive the requirement for the sending of a notice or document or to waive or abridge the time for the notice or the document may be sent by electronic means in accordance with the provisions of the Electronic Transactions Act.

DIVISION FOURTEEN

MISCELLANEOUS

14.01 Directors to Require Surrender of Share Certificates

The directors in office when a Certificate of Continuance is issued under the Act are hereby authorized to require the shareholders of the Corporation to surrender their share certificate(s), or such of their share certificates as the directors may determine, for the purpose of cancelling the share certificates and replacing them with new share certificates that comply with section 48 of the Act, in particular, replacing existing share certificate with share certificates that are not negotiable securities under the Act. The directors in office shall act by resolution under this section 14.01 and shall in their discretion decide the manner in which they shall require the surrender of existing share certificates and the time within which the shareholders must comply with the requirement and the form or forms of the share certificates to be issued in place of the existing share certificates. The directors may take such proceedings as they deem necessary to compel any shareholder to comply with a requirement to surrender such shareholder’s share certificate or certificates pursuant to this section. Notwithstanding any other provision of this by-law, but subject to the Act, the director may refuse to register the transfer of shares represented by a share certificate that has not been surrendered pursuant to a requirement under this section.

14.02 Financial Assistance to Shareholders, Employees and Others

The Corporation may give financial assistance by means of a loan, guarantee or otherwise to any person for any purpose in accordance with the provisions of the Act and the Regulations including, without limitation, the disclosure requirements specified therein.

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14.03 Severability

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

MADE by the Board the 22nd day of February, 2023.

[Signature Page to By-law No. 1 of Hammerhead Energy Inc.]

Exhibit 2.1

AMENDED AND RESTATED WARRANT AGREEMENT

between

HAMMERHEAD ENERGY INC.,

COMPUTERSHARE INC.,

and

COMPUTERSHARE TRUST COMPANY, N.A.

Dated as of February 22, 2023

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of February 22, 2023, is by and among Hammerhead Energy Inc., an Alberta corporation (the “Company” or “New SPAC”), Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, collectively, the “Warrant Agent”).

WHEREAS, in connection with the initial public offering (“DCRD IPO”) of units and simultaneous private placement of warrants of Decarbonization Plus Acquisition Corporation IV, a Cayman Islands exempted company (“DCRD”), DCRD engaged the Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) to act on behalf of DCRD in connection with the issuance, registration, transfer, exchange, redemption and exercise of DCRD’s warrants on the terms and conditions set forth in the Warrant Agreement, dated as of August 10, 2021, between DCRD and Continental (the “Prior Agreement”).

WHEREAS, pursuant to the Business Combination Agreement, dated as of September 25, 2022 (as may be amended from time to time, the “Business Combination Agreement”), by and among DCRD, Hammerhead Resources Inc., an Alberta corporation, Hammerhead Energy Inc., an Alberta corporation (prior to the SPAC Amalgamation (as defined below), “NewCo”), and 2453729 Alberta ULC, an Alberta unlimited liability corporation, the parties intend to consummate a business combination pursuant to which, among other things, DCRD amalgamated with NewCo on or about the date hereof (the “SPAC Amalgamation”) and formed New SPAC;

WHEREAS, in connection with the SPAC Amalgamation and pursuant to the Business Combination Agreement, each warrant to purchase DCRD’s Class A ordinary shares, including (a) 15,812,000 warrants sold to the public in the DCRD IPO (the “DCRD Public Warrants”) and (b) 12,737,500 warrants issued to Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company (“DCRD Sponsor”), and certain of DCRD’s independent directors in connection with the DCRD IPO (the “DCRD Private Placement Warrants” and, together with the DCRD Public Warrants the “DCRD Warrants”), were exchanged for warrants to purchase an equal number of Class A common shares in the authorized share capital of New SPAC (“New SPAC Class A Common Shares”) (as exchanged, such DCRD Public Warrants being referred to as “Public Warrants,” such DCRD Private Placement Warrants being referred to as “Private Placement Warrants” and such DCRD Warrants being referred to as “Warrants”);

WHEREAS, NewCo, DCRD, Continental, and the Warrant Agent entered into that certain Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), dated on or about the date hereof, pursuant to which, in accordance with Section 8.2 and Section 9.1 of the Prior Agreement, (i) New SPAC was substituted for DCRD in the Prior Agreement and became obligated to perform all of the duties of DCRD under the Prior Agreement and (ii) the Warrant Agent was substituted for Continental in the Prior Agreement and became obligated to perform all of the duties of Continental under the Prior Agreement;

WHEREAS, for the purpose of curing any ambiguity as to whether the Prior Agreement applies to the Warrants following the closing of the transactions contemplated by the Business Combination Agreement, New SPAC and the Warrant Agent agree that the Prior Agreement is hereby amended and restated in its entirety in accordance with the terms hereof pursuant to Section 9.8 of the Prior Agreement, and, with effect from and following the effective time of the SPAC Amalgamation, this Agreement shall apply, and the terms of the Prior Agreement shall cease to apply, to the Warrants; and,

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when, if a physical certificate is issued, executed on behalf of New SPAC and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of New SPAC, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. New SPAC hereby appoints the Warrant Agent to act as agent for New SPAC for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Agreement.

2. Warrants.

2.1 Form of Warrant. Each Warrant shall be issued in registered form only and initially issued in book-entry form.

2.2 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned in manual, facsimile or other electronic form by the Warrant Agent pursuant to this Agreement, such physical certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3 Registration.

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by New SPAC. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (“DTC”) (such institution, with respect to a Warrant in its account, a “Participant”).

If DTC subsequently ceases on or after the date hereof to make its book-entry settlement system available for the Public Warrants, New SPAC may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to DTC to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and New SPAC shall instruct the Warrant Agent to deliver to DTC definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of New SPAC (the “Board”), Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of New SPAC. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, New SPAC and the Warrant Agent may deem and treat the person or entity in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither New SPAC nor the Warrant Agent shall be affected by any notice to the contrary.

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2.4 [Reserved.]

2.5 Fractional Warrants. New SPAC shall not issue fractional Warrants. If a holder of Warrants would be entitled to receive a fractional Warrant, New SPAC shall round down to the nearest whole number the number of Warrants to be issued to such holder.

2.6 Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Purchasers or any of their Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof; (ii) may not be transferred, assigned or sold until March 25, 2023; and (iii) shall not be redeemable by New SPAC; provided, however, that in the case of clause (ii), the Private Placement Warrants and any New SPAC Class A Common Shares held by a Purchaser or a Permitted Transferee and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

(a) to New SPAC’s officers or directors, any affiliates or family members of any of New SPAC’s officers or directors, any member(s) of the DCRD Sponsor or their affiliates, or any affiliates of the DCRD Sponsor;

(b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;

(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by virtue of Cayman Islands law, as applicable, or DCRD Sponsor’s operating agreement upon dissolution of the DCRD Sponsor;

(f) in the event of New SPAC’s completion of a liquidation, merger, share exchange, restructuring or other similar transaction which results in all of New SPAC’s shareholders having the right to exchange their New SPAC Class A Common Shares for cash, securities or other property; provided, however, that, in the case of clauses (a) through (e), these transferees (the “Permitted Transferees”) must enter into a written agreement with New SPAC agreeing to be bound by the transfer restrictions in this Agreement.

3. Terms and Exercise of Warrants.

3.1 Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from New SPAC the number of New SPAC Class A Common Shares stated therein, at the price of $11.50 per New SPAC Class A Common Share, subject to the adjustments provided in Section 4 hereof and in the penultimate sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which New SPAC Class A Common Shares may be purchased at the time a Warrant is exercised. New SPAC in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (as defined below), provided that New SPAC shall provide at least twenty (20) days prior written notice of such reduction to the Warrant Agent and Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants. For the purposes of this Agreement, a “Business Day” shall mean a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business.

3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on March 25, 2023 and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) February 23, 2028 and (y) other than with respect to the Private Placement Warrants then held by the Purchasers or their Permitted Transferees (an “Inapplicable Redemption”), the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall

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be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Purchasers or a Permitted Transferee) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by a Purchaser or a Permitted Transferee) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time on the Expiration Date. New SPAC in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that New SPAC shall provide at least twenty (20) days prior written notice of any such extension to the Warrant Agent and Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3 Exercise of Warrants.

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office designated for such purpose, (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant in book-entry form, the Warrants to be exercised on the record of DTC to an account of the Warrant Agent at DTC designated for such purposes in writing by the Warrant Agent to DTC from time to time, (ii) an election to purchase (as set forth on the Warrant) any New SPAC Class A Common Shares pursuant to the exercise of a Warrant, properly completed and duly executed by the Registered Holder on the reverse of the Definitive Warrant Certificate accompanied by a signature guarantee or, in the case of a Warrant in book-entry form, properly delivered by the Participant in accordance with DTC’s procedures, and (iii) the payment in full the Warrant Price for each full New SPAC Class A Common Shares as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the New SPAC Class A Common Share and the issuance of such New SPAC Class A Common Shares, as follows:

(a) in lawful money of the United States, by wire transfer, in good certified check or good bank draft payable to the Warrant Agent;

(b) [reserved];

(c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by a Purchaser or a Permitted Transferee, or New SPAC’s officers and directors, by surrendering the Warrants in exchange for a number of New SPAC Class A Common Shares equal to the quotient obtained by dividing (i) the product of (A) the number of New SPAC Class A Common Shares underlying the Warrants and (B) the excess of the “Fair Market Value,” as defined in this subsection 3.3.1(c), over the exercise price of the Warrants by (ii) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported sale price of the New SPAC Class A Common Shares as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent; or

(d) as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or

(e) as provided in Section 7.4 hereof.

3.3.2 Issuance of New SPAC Class A Common Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), New SPAC shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full New SPAC Class A Common Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of New SPAC, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of New SPAC Class A Common Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, New SPAC shall not be obligated to deliver any New SPAC Class A Common Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the New SPAC Class A Common Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to New

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SPAC’s satisfying its obligations under Section 7.4 hereof. No Warrant shall be exercisable and New SPAC shall not be obligated to issue New SPAC Class A Common Shares upon exercise of a Warrant unless the New SPAC Class A Common Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire without value to the holder, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the New SPAC Class A Common Shares underlying such Unit. In no event will New SPAC be required to net cash settle the Warrant exercise. New SPAC may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4 hereof. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an New SPAC Class A Common Share, New SPAC shall round down to the nearest whole number the number of New SPAC Class A Common Shares to be issued to such holder. New SPAC shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, such fractional interest. The number of New SPAC Common Shares to be issued on such exercise will be determined by New SPAC (with written notice thereof to the Warrant Agent) and the Warrant Agent shall have no duty or obligation to investigate or confirm whether New SPAC’s determination of the number of New SPAC Class A Common Shares to be issued on such exercise, is accurate or correct.

3.3.3 Valid Issuance. All New SPAC Class A Common Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each person or entity in whose name any book-entry position or certificate, as applicable, for New SPAC Class A Common Shares is issued and who is registered in the register of members of New SPAC shall for all purposes be deemed to have become the holder of record of such New SPAC Class A Common Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members of New SPAC or book-entry system of the Warrant Agent are closed, such person or entity shall be deemed to have become the holder of such New SPAC Class A Common Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5 Maximum Percentage. A holder of a Warrant may notify New SPAC in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% or such other amount as the holder may specify (the “Maximum Percentage”) of the New SPAC Class A Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of New SPAC Class A Common Shares beneficially owned by such person and its affiliates shall include the number of New SPAC Class A Common Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude New SPAC Class A Common Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of New SPAC beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding New SPAC Class A Common Shares, the holder may rely on the number of outstanding New SPAC Class A Common Shares as reflected in (1) New SPAC’s most recent Annual Report on Form 20-F, Current Report on Form 6-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by New SPAC or (3) any other notice by New SPAC or Computershare Inc. and Computershare Trust Company, N.A., jointly, in their capacity as the transfer agent for the New SPAC Class A Common Shares (the “Transfer Agent”) setting forth the number of New SPAC Class A Common Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, New SPAC shall, within two (2) Business Days, confirm orally and in writing to such holder the

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number of New SPAC Class A Common Shares then outstanding. In any case, the number of issued and outstanding New SPAC Class A Common Shares shall be determined after giving effect to the conversion or exercise of equity securities of New SPAC by the holder and its affiliates since the date as of which such number of issued and outstanding New SPAC Class A Common Shares was reported. By written notice to New SPAC, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to New SPAC.

3.3.6 Cost Basis Information.

(a) In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company in writing to the Warrant Agent.

(b) In the event of a cashless exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the time the Company confirms the number of New SPAC Class A Common Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant to Section 3.3.1 hereof.

4. Adjustments.

4.1 Share Dividends.

4.1.1 Subdivisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding New SPAC Class A Common Shares is increased by a share dividend payable in New SPAC Class A Common Shares, or by a subdivision of New SPAC Class A Common Shares or other similar event, then, on the effective date of such dividend, subdivision or similar event, the number of New SPAC Class A Common Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding New SPAC Class A Common Shares. A rights offering to holders of the New SPAC Class A Common Shares entitling holders to purchase New SPAC Class A Common Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of New SPAC Class A Common Shares equal to the product of (i) the number of New SPAC Class A Common Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the New SPAC Class A Common Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per New SPAC Class A Common Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for New SPAC Class A Common Shares, in determining the price payable for New SPAC Class A Common Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the average last reported sale price of the New SPAC Class A Common Shares as reported for the ten (10) trading day period ending on the trading day prior to the first date on which the New SPAC Class A Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No New SPAC Class A Common Shares shall be issued at less than their par value.

4.1.2 Extraordinary Dividends. If New SPAC, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the New SPAC Class A Common Shares on account of such New SPAC Class A Common Shares (or other shares of New SPAC into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above and (b) Ordinary Cash Dividends (as defined below)(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by New SPAC’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each New SPAC Class A Common Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the New SPAC Class A Common Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of New SPAC Class A Common Shares issuable on exercise of each Warrant) does not exceed $0.50.

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4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding New SPAC Class A Common Shares is decreased by a consolidation, combination, reverse share subdivision or reclassification of New SPAC Class A Common Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share subdivision, reclassification or similar event, the number of New SPAC Class A Common Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding New SPAC Class A Common Shares.

4.3 Adjustments in Exercise and Redemption Trigger Prices. Whenever the number of New SPAC Class A Common Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of New SPAC Class A Common Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of New SPAC Class A Common Shares so purchasable immediately thereafter.

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding New SPAC Class A Common Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such New SPAC Class A Common Shares), or in the case of any merger or consolidation of New SPAC with or into another corporation or other entity (other than a consolidation or merger in which New SPAC is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding New SPAC Class A Common Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of New SPAC as an entirety or substantially as an entirety in connection with which New SPAC is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the New SPAC Class A Common Shares of New SPAC immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the New SPAC Class A Common Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the New SPAC Class A Common Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the New SPAC Class A Common Shares under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding New SPAC Class A Common Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the New SPAC Class A Common Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further, that if less than 70% of the consideration receivable by the holders of the New SPAC Class A Common Shares in the applicable event is payable in the form of New SPAC Class A Common Shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by New SPAC pursuant to a Current Report on Form 6-K filed with the SEC, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based

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on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each New SPAC Class A Common Share shall be the volume weighted average last reported trading price of the New SPAC Class A Common Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the New SPAC Class A Common Shares consists exclusively of cash, the amount of such cash per New SPAC Class A Common Share, and (ii) in all other cases, the volume weighted average last reported trading price of the New SPAC Class A Common Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in New SPAC Class A Common Shares covered by subsection 4.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per New SPAC Class A Common Share issuable upon exercise of the Warrant.

4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of New SPAC Class A Common Shares issuable upon exercise of a Warrant, New SPAC shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of New SPAC Class A Common Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 hereof, New SPAC shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be fully protected in relying on any such notice and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such notice.

4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, New SPAC shall not issue fractional New SPAC Class A Common Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an New SPAC Class A Common Share, New SPAC shall, upon such exercise, round down to the nearest whole number of New SPAC Class A Common Shares to be issued to such holder.

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of New SPAC Class A Common Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that New SPAC may at any time in its sole discretion make any change in the form of Warrant that New SPAC may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8 Other Events. In case any event shall occur affecting New SPAC as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, New SPAC shall appoint a firm of independent public accountants or investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. New SPAC shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

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5. Transfer and Exchange of Warrants.

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly completed and duly executed by the Registered Holder or by its duly authorized attorney, accompanied by a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program.” Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to New SPAC from time to time upon request.

5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for New SPAC stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3 Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which would require the issuance of a warrant certificate or book-entry position for a fraction of a warrant.

5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and New SPAC, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of New SPAC for such purpose.

6. Redemption.

6.1 Redemption of Warrants for Cash When the Price Per New SPAC Class A Common Share Equals or Exceeds $18.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of New SPAC, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price (as defined below) of $0.01 per Warrant, provided that the last reported sale price of the New SPAC Class A Common Shares has been at least $18.00 per New SPAC Class A Common Share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third (3rd) trading day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the New SPAC Class A Common Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or New SPAC has elected to require the exercise of the Warrants on a “cashless basis” pursuant to Section 7.4 hereof.

6.2 Redemption of Warrants for New SPAC Class A Common Shares When the Price Per New SPAC Class A Common Share Equals or Exceeds $10.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of New SPAC, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, (i) as described in Section 6.3 below, (ii) at a Redemption Price of $0.10 per Warrant upon a minimum of thirty (30) days prior written notice of redemption provided that during the 30-day Redemption Period Registered Holders will be able to exercise their Warrants on a cashless basis prior to the redemption and receive that number of New SPAC Class A Common Shares determined by reference to the table below, based on the Redemption Date and the “Fair Market Value” (as such term is defined in this Section 6.2) of the New SPAC Class A Common Shares, and (iii) if, and only if, the last reported sale price of the New SPAC Class A Common Shares equals or exceeds $10.00 per New SPAC Class A Common Share (subject to adjustment in compliance with Section 4 hereof) on the trading day

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prior to the date on which New SPAC sends the notice of redemption to the Registered Holders. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 hereof and receive a number of New SPAC Class A Common Shares determined by reference to the table below, based on the Redemption Date (as defined below) and the “Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2 the “Fair Market Value” shall mean the average last reported sale price of the New SPAC Class A Common Shares for the ten (10) trading days immediately following the date on which the notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, New SPAC shall provide the Registered Holders with the Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described in the definition of “Fair Market Value” above ends.