0001193125-11-257100 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2011 • Anderson Energy LTD • Alberta

BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Cormark Securities Inc., National Bank Financial Inc. and Scotia Capital Inc. (collectively, the “Underwriters”) understand that Anderson Energy Ltd. (the “Corporation”) proposes to issue and sell 40,000 convertible unsecured subordinated debentures (generally, the “Debentures” and, in respect of those 40,000 Debentures, the “Firm Debentures”) of the Corporation, with a face value of $1,000 principal amount per Debenture, a coupon of 7.25% per annum, payable semi-annually in arrears on June 30 and December 31 of each year commencing December 31, 2011, and a maturity date of June 30, 2017 (the “Maturity Date”).

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CONVERTIBLE DEBENTURE INDENTURE
Convertible Debenture Indenture • September 27th, 2011 • Anderson Energy LTD • Alberta

ANDERSON ENERGY LTD., a corporation existing under the laws of the Province of Alberta and having its head office in the City of Calgary, in the Province of Alberta (hereinafter called “Anderson” or the “Corporation”)

FIRST SUPPLEMENTAL TRUST INDENTURE
First Supplemental Trust Indenture • September 27th, 2011 • Anderson Energy LTD • Alberta
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