RESIGNATION & MUTUAL RELEASE

1. RESIGNATION

I, Alex Szewczyk, hereby resign as a director of Sphere Energy Corp. (“Sphere”),

effective as of 12:01
a.m, on the Closing Date (as defined in the Pre-Acquisition Agreement dated as of
March 25, 2021 between,
inter alios, Sphere and Revolution Oil & Gas Corporation (the “Pre-Acquisition
Agreement”).

2. DIRECTOR RELEASE

In consideration of the execution by Sphere of this Resignation & Mutual Release,

and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, I, Alex
Szewczyk, on behalf of
myself and my heirs, executors, administrators, successors, personal
representatives, estate and assigns
(hereinafter collectively referred to as the “Director”) hereby irrevocably and
unconditionally remise,
release and forever discharge Sphere and its parents, subsidiaries, affiliates,
predecessors, successors and
assigns, and their respective officers, directors, employees, agents and insurers
(collectively,
the “Corporation”) jointly and severally from any and all manner of actions, causes
of action, covenants,
contracts (whether express or implied), claims ar demands for damages, loss or
injury, suits, debts, sums of
money, indemnity, expenses, interest, costs and claims of any and every kind and
nature whatsoever, at
common law, contract, equity, statute or otherwise, whether known or unknown,
suspected or claimed,
matured or unmatured, contingent or otherwise, which against the Corporation, the
Director ever had, now
has, or can, shall or may hereafter have, for or by reason of or in any way arising
out of or which is in any
way related to the Director’s relationship with the Corporation as a director of
Sphere and the cessation of
the Director’s role as a director on the Closing Date.

Notwithstanding anything contained herein, this Resignation & Mutual Release shall
not extend to or affect,
or constitute a release of or discharge the Corporation from, the Director’s right
to suc, claim against or
recover from the Corporation and shall not constitute an agreement to refrain from
bringing, taking or
maintaining any action against the Corporation in respect of:

(a) any corporate indemnity existing by statute, the Pre-Acquisition Agreement,

contract or
pursuant ta any of the constating documents of Sphere provided in the Director’s
favour in
respect of the Director having acted at any time as a director, officer or both of
Sphere;

(b) the Director’s entitlement to any insurance maintained for the benefit or
protection of the
directors and/or officers of Sphere, including without limitation, directors’ and
officers’
liability insurance and the “run-off” insurance in accordance with the Pre-
Acquisition
Agreement; or

9) any matter relating to the Director’s capacity as a securityholder of Sphere.

3. CORPORATE RELEASE

In consideration of the execution by the Director of this Resignation & Mutual

Release and for other good
and valuable consideration, the sufficiency of which is hereby acknowledged, the
Corporation hereby
irrevocably and unconditionally remises, releases and forever discharges the
Director from any and alf
manner of actions, causes of actian, covenants, contracts (whether express or
implied), claims or demands
for damages, loss or injury, suits, debts, sums of money, indemnity, expenses,
interest, costs and claims of
any and every kind and nature whatsoever, at common law, contract, equity, statute
or otherwise, whether
known or unknown, suspected or claimed, matured or unmatured, contingent or
otherwise, which against
the Director, the Corporation ever had, now has, or can, shall or may hereafter
have, for or by reason of or

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in any way arising out of or which is in any way related to Sphere’s relationship
with the Director as a
director of Sphere, or the cessation of the Director’s role as a director on the
Closing Date.

Notwithstanding anything to the contrary contained herein, this Resignation &

Mutual Release does not
apply to nor release the Director from any claims arising out of or involving acts
of criminal conduct, fraud,
wilful misconduct, intentional misrepresentation or gross negligence, and this
Resignation & Mutual
Release shall only be effective so long as the actions of the Director are in
compliance with the statutory
requirements which would permit an indemnity by the Corporation in favour of the
Director pursuant to
and on the terms set out in Section 124 of the Business Corporations Act (Alberta).
This Resignation &
Mutual Release does not extend to and is not intended to release the Director from
duties of confidentiality
or other fiduciary or contractual duties however and whenever arising.

4. CONFIDENTIALITY

Each of the parties hereto agrees that the terms of this Resignation & Mutual
Release will be kept
confidential. No party hereto shall communicate any such terms to any third party
under any circumstances
whatsvever, other than legal and financial advisors, on the condition that they
maintain the confidentiality
thereof, and as required by law.

The Director expressly acknowledges that the Director has, as of the date of his
resignation as a director of
Sphere, returned all property of the Corporation, which the Director recognizes
includes ail written and
electronic drawings, manuals, letters, notebooks, reports, records and similar
collections of confidential and
proprietary information of the Corporation (hereinafter collectively called
“Documents”), as well as any
credit cards, keys or passes of the Corporation.

The Director recognizes and acknowledges that during the Director's time as a
director with Sphere, the
Director had access {o certain confidential and proprietary information, including
the Documents, the use
or disclosure of which could be harmful to the interests of the Corporation. As
used herein, “Confidential
Information” shall include, but not be limited to, information in relation to the
Corporation, including the
Documents, in whatever fortn kept or recorded, pertaining to: email and contact
information, inventions,
discoveries, computer programs, designs, process and structures; product
information; research and
development information; customer information; financial information; strategic
information; information
respecting the Corporation’s business, ils shareholders, officers, directors,
employees, projects,
opportunities, operations, properties or assets, or any other financial information
of the Corporation
whatsoever and any other technical and business information of the Corporation
which is confidential, is a
twade secret, or is of proprietary character, however, shall not include such
information: (a) which is, at the
time of disclosure, a part of the public domain or becomes generally available to
and known to the public
(through no violation of this Resignation & Mutual Release); (b) which, as
confirmed by written records,
is hereafter lawfully acquired through a third party under no obligation of
confidence to the Corporation;
or(c) the disclosure of which is compelled by operation of law or consented to by
the Corporation in writing
prior to such disclosure. The Director acknowledges and agrees that the Director
has taken and will in the
future take appropriate precautions to safeguard the Confidential Information of
the Corporation and that
the Director will not use or disclose any Confidential Information.

5. PRIVACY

The Director hereby releases the Corporation for any past collection, use or
disclosure of the Director’s
personal information without the Director’s consent and the Director acknowledges
that the execution of
this Resignation & Mutual Release precludes the consideration of any complaint
under the Personal
{nformation Pratection Act (Alberta), or any other applicable provincial or federal
privacy legislation.

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6. FURTHER CLAIMS

Both of the parties hereto agree that they will not make or continue any claims or
take any proceedings
against any other person or entity that might claim contribution or indemnity under
the provisions of any
statute or otherwise against any party to this Resignation & Mutual Release or any
individual or entity
discharged through this Resignation & Mutual Release.

7 DECLARATION

Both of the parties hereto agree that they have read all of this Resignation &
Mutual Release, fully
understand the terms of this Resignation & Mutual Release and voluntarily accept
the consideration stated
herein as the sole consideration for this Resignation & Mutual Release for the
purpose of making a full and
final settlement and that they are acting under no other inducement, or under any
coercion, threat or duress.
The parties hereto further acknowledge and confirm that they have been given an
adequate period of time
to obtain independent legal counsel upon the meaning and the significance of the
terms herein and the
covenants mutually exchanged.

8. GOVERNING LAW

This Resignation & Mutual Release shall be governed by and construed in accordance
with the laws of the
Province of Alberta and the federal laws of Canada applicable therein. [n the event
of a dispute about this
Resignation & Mutual Release, the parties hereto unequivocally attorn to the
exclusive jurisdiction of the
Alberta courts.

9. SEVERABILITY

In the event that any particular provision of this Resignation & Mutual Release is
deemed unenforceable or
void by a court of competent jurisdiction, such provision or provisions shall be
deemed to be severable and
such determination shall solely affect the severed provision or provisions and
shall not impair or render
void or unenforceable, the remaining provisions of this Resignation & Mutual
Release,

10. COMPLETE AGREEMENT

Each of the parties hereto understands and agrees that this Resignation & Mutual
Release contains the entire
agreement between the parties hereto with respect to the subject matter hereof and
that the terms of this
Resignation & Mutual Release are contractual and not a mere recital. No amendments
to this Resignation
& Mutual Release will be valid or binding unless reduced to writing and duly
executed by both parties
hereto, No waiver of any breach of any provision of this Resignation & Mutual
Release will be effective
or binding unless made in writing and signed by the party granting the waiver and,
unless otherwise
provided, will be limited to the specific breach waived.

11. COUNTERPART EXECUTION

This Resignation & Mutual Release may be executed by facsimile or other electronic
signature and in any
number of counterparts by any one of the parties hereto with the same effect as if
the parties hereto had
signed the same document and each of such counterparts shall be deemed to be an
original, shall be
construed together and shall, when taken together, constitute one and the same
agreement.

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121574461 ;¥4
IN WITNESS WHEREOF, the parties have hereby executed this Resignation & Mutual
Release this | ith
,

day of June, 2021, and effective as of the Closing Date. ) j

- “ if,
- \ ha ) ff é :
. = Ot é =f tel _ ie tiff
Witness ALEX SZEWCZYK
tf
SPHERE ENERGY CORP.
Per: >

GERRY L. DONALDSON
Vice-President

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