Greenfire Resources Ltd.

**Article 10

**GENERAL

Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed, and any attempt to do so will be void. Subject to this Section 10.1, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Except as contemplated herein, each Party covenants and agrees to bear its own fees, costs and expenses in connection with the transactions contemplated by this Agreement. For greater certainty, all Connacher Transaction Costs shall be paid by Connacher or reflected in Connacher Net Surplus as a reduction to the Purchase Price.

If any term or provision of this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining terms and provisions contained herein shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Each Party shall, from time to time and at all times hereafter, at the request of the other Party, but without further consideration, do all such further acts and things, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

Time shall be of the essence of this Agreement.

Without limiting the rights of Purchaser under the Debt Financing Letters or any other agreement entered into in connection with any Financing, notwithstanding anything to the contrary contained herein, each Party agrees that neither Connacher, nor any of its affiliates or Representatives, shall (a) have any rights or claims (and hereby waives any rights or claims), whether in contract, in tort, in law, in equity or otherwise, against any Financing Source Party in connection with this Agreement, any Financing or the transactions contemplated hereby or thereby or the performance of any services thereunder or (b) commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any Claim against any Financing Source Party in connection with this Agreement, any Financing or the transactions contemplated hereby or thereby or the services provided thereunder. In addition, in no event will any Financing Source Party have any obligation or liability to Connacher arising out of or relating to this Agreement, any Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, nor shall any Financing Source Party be liable to Connacher or any of its affiliates or Representatives for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature arising out of or relating to any Financing, this Agreement or the transactions contemplated hereby or the services provided thereunder. Nothing in this Section 10.8 shall limit the rights that Purchaser or any of its affiliates has to a Financing or pursuant to any agreement entered into in connection with a Financing, including the Debt Financing Letters, or any related financing documentation, including documentation in respect of the foregoing.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. The Parties shall be entitled to rely upon the delivery of an executed facsimile or similar executed electronic copy (including by DocuSign) of this Agreement, and such facsimile or similar executed electronic document shall be legally effective to create a valid and binding agreement between the Parties.