**
**Exhibit 4.9**

**LEGACY SHARE OPTION PLAN**

**HAMMERHEAD ENERGY INC.**

**Effective as of February 23, 2023**
**

**HAMMERHEAD ENERGY INC.**

**LEGACY SHARE OPTION PLAN**

 
**1.**
**Purpose of Plan**

The limited purpose of this plan is to provide for the issuance of Options pursuant to Section 3.2(h)(xii) of the Plan of Arrangement andthereby to aid in retaining and motivating certain 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 anincreased proprietary interest in the Corporation. 

For greater certainty, notwithstanding any other provision of this Plan, no Optionsmay be issued hereunder except pursuant to Section 3.2(h)(xii) of the Plan of Arrangement. 

 
**2.**
**Administration**

The Plan shall be administered by the Committee pursuant to any rules of procedure that may be fixed by the Board. 

 
**3.**
**Granting of Options**

Subject to the Plan of Arrangement, the Committee may from time to time designate officers and employees of, and other eligible ServiceProviders to, the HEI Group to whom Options may be granted and the number of Common Shares to be optioned to each, provided that the number of Common Shares to be optioned shall not exceed the limitations provided in Article 4 hereof. 

 
**4.**
**Limitations to the Plan**

Notwithstanding any other provision of the Plan the maximum number of Common Shares issuable on exercise of outstanding Options at any timeshall be limited to 671,539. 

For greater certainty, Options that are cancelled, terminated or expire prior to the exercise of all or aportion thereof shall not result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to this Plan. 

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

 
**5.**
**Vesting**

All Options issued pursuant to Section 3.2(h)(xii) of the Plan of Arrangement shall be fully vested and exercisable on issuance and shallnot be subject to any vesting restrictions. 

 
**6.**
**Option Price**

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

**7.**
**Option Terms**

The period during which an Option is exercisable shall, subject to the provisions of the Plan requiring or permitting the acceleration orextension of the exercise period, be such period, not in excess of fifteen (15)**** 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 (5)**** years from the date of grant. Each Option shall, among other things, contain provisions to the effect that the Option shall be personal to the Optionee and shallnot be assignable. In addition, unless the Corporation and an Optionee agree otherwise in an Option Agreement or other written agreement (such as an agreement of employment or a Retirement Agreement), each Option shall provide that: 

 
 (a)
upon the death of the Optionee, the Option shall terminate on the date determined by the Committee which shallnot be more than twelve (12) months from the date of death and, in the absence of any determination to the contrary, will be twelve (12) months from the date of death; 

 
 (b)
if the Optionee shall no longer be an officer of or be in the employ of, or consultant or other ServiceProvider to, any of the entities comprising the HEI Group (other than by reason of death, termination for cause or Retirement), the Option shall terminate on the expiry of the period not in excess of six (6) months as prescribed by theCommittee at the time of grant, following the date that the Optionee ceases to be an officer of, or an employee of or a consultant or other Service Provider to, any of the entities comprising the HEI Group and, in the absence of any determination tothe contrary, will terminate ninety (90) days following the date that the Optionee ceases to be an officer of, or an employee of or a consultant or other Service Provider to, any of the entities comprising the HEI Group; 

 
 (c)
if the Optionee shall no longer be an officer of or be in the employ of, or consultant or other ServiceProvider to, any of the entities comprising the HEI Group by reason of termination for cause, the Option shall terminate immediately on such termination for cause (whether notice of such termination occurs verbally or in writing);

 
 (d)
if the Optionee shall no longer be an officer of or be in the employ of any of the entities comprising the HEIGroup due to the Optionee’s Retirement, the Option shall terminate twelve months following the date that the Optionee ceases to be an officer of or be in the employ of any of the entities comprising the HEI Group; 

provided that the number of 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 the Common Shares that may be acquired on exercise of the Options held by such Optionee (or his or her heirs or successors) whether or not previously vested, and the vesting of all suchOptions 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 Common Shares which the Optionee was entitled to purchase on the date the Optionee ceasedto be an officer, employee, consultant or other Service Provider, as the case may be. In the event of termination for cause, all of the Common Shares optioned, whether vested or unvested shall be forfeited. 

If any Options may not be exercised due to any Black-Out Period at any time within the three businessday period prior to the normal expiry date of such 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). 

 
**8.**
**Exercise of Option**

Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office inCalgary, Alberta or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in full of thepurchase price of the Common Shares then being purchased. 

 
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**9.**
**Cashless Exercise**

Subject to the provisions of this Plan, if permitted by the Committee, an Optionee may elect to exercise a vested Option by surrendering suchOption in exchange for the In-the-Money Value (as defined below) of the Option in lieu of purchasing the number of Common Shares then issuable on the exercise of thevested Option. If the Optionee so elects to exercise the Option, the Optionee shall be entitled to payment of the In-the-Money Value of the vested Option determined asof the date (the “**Pricing Date**”) the Corporation receives notice of the exercise of such Option. The In-the-Money Value shall be paid in Common Sharesissued from treasury with the number of Common Shares issuable being equal to the number obtained by dividing the In-the-Money Value of the Options in respect of whichsuch election is made by the Current Market Price on the Pricing Date. “**In-the-Money Value**” means the amount by which the Current Market Price on thePricing Date exceeds the exercise price of the applicable Options, multiplied by the number of Common Shares related to the applicable Options. “**Current Market Price**” means, as at any date when the Current Market Price is to bedetermined, the volume weighted average trading price per Common Share on the TSX, or, if the Common Shares are not listed on the TSX, on any stock exchange in Canada or the United States on which the Common Shares are then listed, for the last five(5) trading days immediately prior to the date of determination, or if the 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 actingreasonably. An Option may be exercised pursuant to this Article 9 from time to time by delivery to the Corporation at its head office in Calgary, Alberta or such other place as may be specified by the Corporation, of a written notice of exercisespecifying that the Optionee has elected to make a cashless exercise of such Option and the number of Options to be exercised (provided that the Committee may, in its sole discretion, vary the aforementioned procedure for exercising an Option fromtime to time). The Corporation will not be required, upon the exercise of any Options pursuant to this Article 9, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of fractional CommonShares, the Corporation will pay to the Optionee within ten (10) business days after the exercise date, an amount in lawful money of Canada equal to the then Current Market Price of such fractional interest, provided that the Corporation willnot be required to make any payment, calculated as aforesaid, that is less than $10.00. Any reference in this Article 9 to the issuance of Common Shares or the payment of cash is subject to compliance with Article 18. 

 
**10.**
**Surrender Offer**

An Optionee may make an offer (the “**Surrender Offer**”) to the Corporation, at any time, for the disposition and surrender bythe Optionee to the Corporation (and the termination thereof) of any of the Options granted hereunder for an amount (not to exceed the Fair Market Value of the Common Shares less the exercise price of the Options) specified in the Surrender Offer bythe Optionee, and the Corporation 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 Options in respect of whichthe 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 Corporation to theOptionee. The Corporation 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 Optioneepursuant to this Article 10, provided that the Corporation shall be under no obligation, express or implied, to make such election. Any reference in this Article 10 to the payment of cash is subject to compliance with Article 18. 

 
**11.**
**Alterations in Shares**

In the event: 

 
 (a)
of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, mergeror otherwise; or 

 
 (b)
that any rights are granted to all or substantially all shareholders to purchase Common Shares at pricessubstantially below Fair Market Value; or 

 
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 (c)
that, as a result of any recapitalization, merger, consolidation or other transaction, the Common Shares areconverted into or exchangeable for any other securities or property; then the Board may make such adjustments to the Plan, to any Options and to any Option Agreements outstanding under the Plan, and make such amendments to any Option Agreementsoutstanding under the Plan, as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Optionees hereunder and/or to provide for the Optionees to receive and acceptsuch other securities or property in lieu of Common Shares, and the Optionees shall be bound by any such determination. 

For greater certainty, and notwithstanding anything to the contrary in this Article 11, no adjustment shall be made in accordance with thisArticle 11 with respect to the issue of Common Shares being made pursuant to or in connection with (i) any share option plan or share purchase plan, including this Plan, in force from time to time for existing or proposed officers, directors,employees or Service Providers of the Corporation, or (ii) the issuance of additional Common Shares pursuant to a public offering or private placement by the Corporation or a take-over bid or tender offer made by the Corporation for thesecurities of another entity. 

 
**12.**
**Merger and Sale, etc.**

Except in the case of a transaction that is a Change of Control and to which Article 13 applies, if the Corporation enters into anytransaction or series of transactions whereby the Corporation 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 oftakeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, prior to or contemporaneously with the consummation of such transaction the Corporation and the Successor will execute suchinstruments 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 Corporation under this Plan and the OptionAgreements 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 Corporation under this Plan and Option Agreements with the same effect as thoughthe Successor had been named as the Corporation herein and therein and thereafter, the Corporation shall be relieved of all obligations and covenants under this Plan and such Option Agreements and the obligation of the Corporation to the Optioneesin respect of the 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 Common Shares upon vesting of the Options. 

 
**13.**
**Termination of Option**

Notwithstanding any other provision in this Plan or the terms of any Option Agreement, if there takes place a Change of Control, all issued andoutstanding Options 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 Board, in its absolute discretion, prior tothe time such Change of Control takes place. 

 
**14.**
**No Rights as a Shareholder**

An Optionee shall not have any of the rights or privileges of a shareholder of the Corporation in respect of any Common Shares issuable uponexercise of an Option until certificates representing such Common Shares have been issued and delivered. 

 
**15.**
**Regulatory Authorities Approvals**

The Plan shall be subject to the approval, if required, of any stock exchange on which the Common Shares are listed for trading. Any Optionsgranted prior to receipt of such approval and after listing on any such stock exchange shall be conditional upon such approval being given and no such Options may be exercised unless such approval, if required, is given. 

 
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**16.**
**Options to Companies**

The provisions herein in respect of the grant of Options shall apply, with appropriate modifications, to the grant of Options to a companyeither: (i) wholly-owned by any person to whom Options may otherwise be granted hereunder; or (ii) controlled by any person to whom Options may otherwise be granted hereunder (and the shares of which are held directly or indirectly by anysuch person and such person’s spouse, minor children and/or minor grandchildren); subject to any requirements of any applicable regulatory authority having jurisdiction. 

 
**17.**
**Option Agreements**

A written agreement (an “**Option Agreement**”) will be entered into between the Corporation and each Optionee to whom an Optionis granted hereunder, which Option Agreement will set out the number of Common Shares subject to Option, the exercise price, the vesting terms, the expiry date and any other terms approved by the Committee, all in accordance with the provisions ofthis Plan. The Option Agreement will be in such form as the Committee may from time to time approve or authorize the officers of the Corporation to enter into and may contain such terms as may be considered necessary in order that the Option willcomply with any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen or the rules of any regulatorybody having jurisdiction over the Corporation. Such Option Agreements may also contain such other provisions as the Committee may determine. 

 
**18.**
**Tax Withholding**

The Corporation shall have the power and the right to deduct or withhold, or require (as a condition of exercise) an Optionee to remit to theCorporation, the required amount to satisfy, in whole or in part, federal, provincial, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan,including the grant or exercise of Options granted under this Plan. With respect to required withholding, the Corporation shall have the irrevocable right to (and the Optionee consents to) the Corporation setting off any amounts required to bewithheld, in whole or in part, against amounts otherwise owing by the Corporation to such Optionee (whether arising pursuant to the Optionee’s relationship as an officer or employee of the Corporation or as a result of the Optionee providingservices on an ongoing basis to the Corporation or otherwise), or may make such other arrangements as are satisfactory to the Optionee and the Corporation. In addition, the Corporation may elect, in its sole discretion, to satisfy the withholdingrequirement, in whole or in part, by withholding such number of Common Shares as it determines are required to be sold by the Corporation, as trustee, to satisfy the withholding obligation net of selling costs (which costs shall be theresponsibility of the Optionee and which shall be and are authorized to be deducted from the proceeds of sale). The Optionee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such CommonShares and acknowledges and agrees that the Corporation does not accept responsibility for the price obtained on the sale of such Common Shares. Any reference in this Plan to the issuance of Common Shares or a payment of cash is expressly subject tothis Article 18. 

 
**19.**
**No Guarantees Regarding Tax Treatment**

Optionees (or their beneficiaries) shall be responsible for all taxes with respect to any Option outstanding under this Plan, whether arisingas a result of the grant or exercise of Options or otherwise. The Corporation and the Committee make no guarantees to any person regarding the tax treatment of an Option or payments made under this Plan and none of the Corporation or any of itsdirectors, officers, employees or representatives shall have any liability to an Optionee with respect thereto. 

 
**20.**
**No Effect on Employment or Retainer**

Participation in the Plan by an Optionee is entirely voluntary and does not affect the Optionee’s employment or continued retainer by, orother engagement with, any of the entities comprising the HEI Group, nor does it interfere in any way with the right of the Optionee or any of the entities comprising the HEI Group to terminate the Optionee’s employment or service provision atany time. Neither this Plan nor the granting to an Optionee of an Option hereunder of itself gives such Optionee any right to continue to be an officer, employee or Service Provider of any of the entities comprising the HEI Group. None of the termsand conditions governing an Option shall be affected by any change in the terms of the Optionee’s employment or by engagement with any of the entities comprising the HEI Group so long as the Optionee continues to hold Options. The terms of thisPlan or any option agreement shall not affect in any manner whatsoever the terms or validity of any employment or other services agreement to which the Corporation is a party. 

 
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**21.**
**Amendment or Discontinuance of the Plan**

 
 (a)
The Committee may, subject to any required approval of any Exchange, amend or discontinue the Plan and Optionsgranted thereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, provided that, subject to the following paragraph of this Article 21, no amendment to the Plan orOptions granted pursuant to the 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 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 this Plan for the purpose of clarifying the meaning of existing provisions or to correct orsupplement any provision of this Plan that is inconsistent with any other provision of this Plan, correcting grammatical or typographical errors and amending the definitions contained within this Plan respecting the administration of the Plan;(b) amending Options under the 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 oftermination 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 Plan or any outstandingOption granted hereunder may not be amended without shareholder approval to: 

 
 (i)
permit Options to be issued other than pursuant to Section 3.2(h)(xii) of the Plan of Arrangement;

 
 (ii)
increase the number of Common Shares reserved for issuance pursuant to Options in excess of the limitprescribed in Article 4 hereof; 

 
 (iii)
extend the expiry date of any Option granted to an Insider (other than as permitted by the terms and conditionsof the Plan); 

 
 (iv)
permit an Optionee to transfer Options to a new beneficial holder other than for estate settlement purposes;

 
 (v)
reduce the limitations on Options contained in Article 4 hereof; and 

 
 (vi)
change this Article 21(a) to modify or delete any of (i) through (v) above. 

 
 (b)
Notwithstanding the foregoing, the Committee may amend or terminate the Plan or any outstanding Option grantedhereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform the Plan or such Option, as the case may be, to applicable law or regulation or therequirements 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 Option previously granted. 

 
**22.**
**Decisions Final and Binding**

All decisions and interpretations by the Committee respecting this Plan or Options granted hereunder, including decisions as to adjustments inthe number of Common Shares to be received upon exercise of an Option or the exercise price thereof in accordance with Article 11 shall be final and binding on the Corporation and all Optionees and their respective successors. 

 
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**23.**
**Defined Terms**

Where used herein, the following terms shall have the following meanings, respectively: 

 
 (a)
“**affiliate**” and “**associate**” each have the meaning ascribed thereto in MI 62-104;

 
 (b)
“**All or Substantially All of the Assets**” means greater than 90% of the aggregate fair marketvalue of the assets of the Corporation and its Subsidiaries, on a consolidated basis, as determined by the Board in its sole discretion; 

 
 (c)
“**Arrangement**” means the arrangement involving Hammerhead Resources Inc., the Corporation,Decarbonization Plus Acquisition Corporation IV, 2453729 Alberta ULC, the securityholders of Hammerhead Resources Inc., the securityholders of the Corporation, the securityholders of Decarbonization Plus Acquisition Corporation IV and thesecurityholders of 2453729 Alberta ULC; 

 
 (d)
“**Black****-Out Period**” means the period of time, ifany, when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of an Option; 

 
 (e)
“**Board**” means the board of directors of the Corporation as constituted from time to time;

 
 (f)
“**business day**” means a day other than a Saturday, Sunday or other day when banks in the Cityof Calgary, Alberta are generally not open for business; 

 
 (g)
“**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 Corporation which results in:
 
 (I)
a person or group of persons “acting jointly or in concert” (within the meaning of MI 62-104); 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 Corporation;and 

(B) members of the Board who are members of the Board immediately prior to the earlier of such change and the first publicannouncement of such change cease to constitute a majority of the Board at any time within sixty days of such change; or 

 
 (iii)
Incumbent Directors no longer constituting a majority of the Board; or 

 
 (iv)
the winding up of the Corporation or the sale, lease or transfer of All or Substantially All of the Assets toany 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 Corporation within 60 days of the completion of such sale, lease or transfer (other than pursuantto an internal reorganization or in circumstances where the business of the Corporation is continued and where the shareholdings or other securityholdings, as the case may be, in the continuing entity and the constitution of the board of directorsor similar body of the continuing entity is such that the transaction would not be considered a “Change of Control” if paragraph (f)(ii) above was applicable to the transaction); provided that, for

 
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greater certainty, a sale, lease or exchange of all or substantially all the property of the Corporation for purposes of the *Business Corporations Act*(Alberta) shall not be considered asale, lease or transfer All or Substantially All of the Assets for purposes of this paragraph (f)(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 theassets of the Corporation and its Subsidiaries, on a consolidated basis, as determined in accordance with paragraph 23(b); or 

 
 (v)
any determination by a majority of the Board that a Change of Control has occurred or is about to occur and anysuch determination shall be binding and conclusive for all purposes of the Plan; 

 
 (h)
“**Common Shares**” means the Class A common shares of the Corporation or, in the event of anadjustment contemplated by Article 10 hereof, such other Common Shares to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment; 

 
 (i)
“**Committee**” means a committee of the Board appointed from time to time by the Board toadminister the Plan or, if no such committee is appointed, the Board; 

 
 (j)
“**Corporation**” means Hammerhead Energy Inc., an Alberta corporation, and includes any successorcorporation thereof; 

 
 (k)
“**Court**” means the Alberta Court of King’s Bench; 

 
 (l)
“**Exchange**” means the stock exchange(s), if any, on which the Common Shares are listed andposted for trading; 

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

 
 (n)
“**Final Order**” means the final order of the Court dated February 3, 2023 in respect of theArrangement; 

 
 (o)
“**HEI Group**” means, collectively, the Corporation, any entity that is a Subsidiary of theCorporation from time to time, including, without limitation, any entity designated by the Board from time to time as a member of the HEI Group for the purposes of this Plan (and, for greater certainty, including any successor entity of any of theaforementioned entities); 

 
 (p)
“**Incumbent Directors**” means any member of the Board who was a member of the Board at theeffective date of the 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 theBoard, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control; 

 
 (q)
“**Insider**” has the meaning ascribed thereto in Part I of the TSX Company Manual for thepurposes of Section 613 of the TSX Company Manual; 

 
 (r)
“**MI 62-104**” means Multilateral Instrument 62-104 – *Take-Over Bids and Issuer Bids*, as amended from time to time; 

 
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 (s)
“**Option**” means an option to purchase Common Shares granted pursuant to the provisions hereof;

 
 (t)
“**Option Agreement**” has the meaning ascribed thereto in Article 16 hereof;

 
 (u)
“**Optionees**” means persons to whom Options are granted and which Options, or a portion thereof,remain unexercised; 

 
 (v)
“**Plan**” means this share option plan of the Corporation, as the same may be amended or variedfrom time to time; 

 
 (w)
“**Plan of Arrangement**” means the Plan of Arrangement attached to the Final Order;

 
 (x)
“**Retirement**” means: 

 
 (i)
the date that an Optionee who is an officer or employee of one or more of the entities comprising the HEI Groupreaches the age of fifty-five (55) and voluntarily ceases to be an officer or employee of one or more of the entities comprising the HEI Group, provided that: (A) if the Optionee is an officer or employee of one or more of the entitiescomprising the HEI Group, such Optionee has provided the Corporation with six (6) months prior written notice of the Optionee’s intention to retire; and (B) is offered by the Corporation the opportunity to and enters into an agreement(which shall include non-competition and non-solicitation covenants and the consequences of breaching such covenants including the immediate termination of alloutstanding Options notwithstanding the provisions of Section 7(d) in respect of such Retirement) with the Corporation respecting such Optionee’s retirement from any employment with the HEI Group in a form that is acceptable to theCorporation (a “**Retirement Agreement**”); or 

 
 (ii)
such other meaning as the Board may determine from time to time; 

 
 (y)
“**Service Provider**” means an officer or employee of, or a person or company engaged by, one ormore of the entities comprising the HEI Group to provide services to an entity within the HEI Group; 

 
 (z)
“**Subsidiary**” has the meaning ascribed there in the *Securities Act*(Alberta);

 
 (aa)
“**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 outstandingCommon Shares (other than pursuant to an internal reorganization or in circumstances where the business of the Corporation is continued and where the shareholdings or other securityholdings, as the case may be, in the offeror and the constitution ofthe 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” if paragraph 23(g)(ii) above was applicable to the transaction); and 

 
 (bb)
“**TSX**” means the Toronto Stock Exchange. 

 
**24.**
**Governing Law**

This Plan will be construed in accordance with and governed by the laws of the Province of Alberta and the federal laws of Canada applicabletherein. 

 
**25.**
**Currency**

Unless otherwise indicated, all monetary amounts in this Plan and any Option Agreement are in Canadian dollars. Unless otherwise permitted bythe Committee, all amounts payable under or in connection with this Plan or any Option Agreement shall be paid in Canadian dollars. If any monetary amount needs to be converted from U.S. dollars to Canadian dollars or vice versa for the purposes ofthis Plan or any Option Agreement, then the exchange rate for such conversion shall be determined by the Committee. 

 
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**26.**
**Effective Time**

This Plan shall be effective as of February 23, 2023. 

 
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