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SHARE ACQUISITION AND REGISTRATION RIGHTS AGREEMENT

Asset Purchase Agreement

SHARE ACQUISITION AND REGISTRATION RIGHTS AGREEMENT | Document Parties: PACIFIC ENERGY RESOURCES LTD | FOREST OIL CORPORATION You are currently viewing:
This Asset Purchase Agreement involves

PACIFIC ENERGY RESOURCES LTD | FOREST OIL CORPORATION

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Title: SHARE ACQUISITION AND REGISTRATION RIGHTS AGREEMENT
Governing Law: Delaware     Date: 2/12/2008

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EXHIBIT 4.5

                                                                  EXECUTION COPY

               SHARE ACQUISITION AND REGISTRATION RIGHTS AGREEMENT

         THIS SHARE ACQUISITION AND REGISTRATION RIGHTS AGREEMENT (this
"AGREEMENT") is entered into as of July 31, 2007 by and between Pacific Energy
Resources Ltd., a Delaware corporation (the "COMPANY"), and Forest Oil
Corporation, a New York corporation ("HOLDER").

                                    RECITALS

         A. The Company and the Holder are parties to an Asset Sales Agreement
dated as of May 24, 2007, as amended by a First Amendment to Asset Sales
Agreement dated as of July 31, 2007 ("ASA"), and a Membership Interest Purchase
Agreement dated as of May 24, 2007, as amended by a First Amendment to
Membership Interest Purchase Agreement dated as of July 31, 2007 ("MIPA").

         B. Pursuant to the ASA and the MIPA, as a portion of the consideration
for the Membership Interests (as defined in the MIPA) and certain Assets (as
defined in the ASA), the Holder will acquire up to 10,000,000 shares of Common
Stock of the Company. The shares of Common Stock acquired by the Holder pursuant
to the ASA and the MIPA are referred to herein as the "SHARES."

         C. The Shares, when issued pursuant to the ASA and the MIPA, will be
issued without registration under the 1933 Act (as defined below) and,
therefore, the resale thereof by the Holder of any Shares will be subject to
restrictions under the 1933 Act.

         D. The obligation of the Holder to acquire and the Company to issue the
Shares under the ASA and the MIPA is subject to the condition that the Company
and the Holder enter into this Agreement concurrently with the issuance of the
Shares to provide for (i) certain representations by the parties with respect to
the issuance of the Shares by the Company and their acquisition by the Holder
and (ii) registration rights with respect to the Shares in accordance with the
terms and conditions set forth in this Agreement.

                                     AGREEMENT

         In consideration of the mutual covenants and agreements set forth
herein, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1 DEFINITIONS. For purposes of this Agreement, the following terms have the
meanings specified with respect thereto below:

         "1933 ACT" means the Securities Act of 1933, as amended, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
at the time.

         "1934 ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect at the time.

                                       -1-

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         "COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the 1933 Act.

         "COMMON STOCK" means the common stock, $0.001 par value, of the
Company.

         "COMPANY" has the meaning set forth in the preamble of this Agreement.

         "HOLDER(S)" means Forest Oil Corporation, a New York corporation, and
any permitted transferee of Registrable Securities.

         "INDEMNIFIED PARTY" has the meaning specified in SECTION 4.3.

         "INDEMNIFYING PARTY" has the meaning specified in SECTION 4.3.

         "INSPECTORS" has the meaning specified in SECTION 3.1.8.

         "MAXIMUM NUMBERS OF SHARES" has the meaning specified in SECTION 2.2.

         "OTHER SHAREHOLDER" means any holder of shares of Common Stock or
securities convertible into or entitling the holder thereof to purchase Common
Stock who has Piggyback Registration rights which have been granted by the
Company; collectively, two or more such shareholders shall be referred to as
"OTHER SHAREHOLDERS."

         "PIGGYBACK REGISTRATION" has the meaning specified in SECTION 2.1.2.

         "PURCHASE AGREEMENT" has the meaning set forth in the recitals to this
Agreement.

         "RECORDS" has the meaning specified in SECTION 3.1.8.

         "REGISTRABLE SECURITIES" means, collectively, the Shares and any
securities issued or issuable upon any stock dividend, stock split,
recapitalization, merger, consolidation or similar event with respect to the
Shares. As to any particular Registrable Securities, such securities shall cease
to be Registrable Securities when (i) a registration statement covering such
securities shall have become effective under the 1933 Act and such securities
shall have been disposed of in accordance with such registration statement, (ii)
such securities shall have been distributed to the public pursuant to Rule 144
or Rule 144A (or any successor provisions) under the 1933 Act, or (iii) such
securities shall have ceased to be outstanding.

         "SHARES" has the meaning set forth in the recitals of this Agreement.

         "UNDERWRITER" means a securities dealer who purchases any Registrable
Securities as principal in an underwritten offering and not as part of such
dealer's market-making activities.


                                      -2-

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2 REGISTRATION RIGHTS.

         2.1 PIGGYBACK RIGHTS. If at any time after the date hereof, the Company
proposes to file a registration statement under the 1933 Act with respect to an
offering of equity securities, or securities convertible or exchangeable into
equity securities, by the Company for its own account other than a registration
statement (i) on Form S-4 or S-8 (or any substitute or successor form that may
be adopted by the Commission), (ii) filed in connection with any employee stock
option or other benefit plan, (iii) for an exchange offer or offering of
securities solely to the Company's existing shareholders, or (iv) for a dividend
reinvestment plan, then the Company shall:

                  (a) give written notice of such proposed filing to the Holder
         as soon as practicable but in no event less than 20 days before the
         anticipated filing date, which notice shall describe the amount and
         type of securities to be included in such offering, the intended
         method(s) of distribution, and the name of the proposed managing
         Underwriter or Underwriters, if any, of the offering; and

                  (b) offer in such notice to the Holder the opportunity to
         register such number of shares of Registrable Securities as the Holder
         may request in writing within 10 days following receipt of such notice
         (a "PIGGYBACK REGISTRATION"). The Company shall cause such Registrable
         Securities to be included in such registration and shall use its
         reasonable best efforts to cause the managing Underwriter or
         Underwriters of a proposed underwritten offering to permit the
         Registrable Securities requested to be included in a Piggyback
         Registration on the same terms and conditions as any similar securities
         of the Company and to permit the sale or other disposition of such
         Registrable Securities in accordance with the intended method of
         distribution thereof.

         2.2 REDUCTION OF OFFERING. If the managing Underwriter or Underwriters
for a Piggyback Registration that is to be an underwritten offering advises the
Company, the Holder and any Other Shareholders requesting inclusion in the
Piggyback Registration, in writing, that the dollar amount or number of shares
of Registrable Securities and other shares of Common Stock to be included in the
offering exceeds the maximum dollar amount or number that can be sold in such
offering without adversely affecting the proposed offering price, the timing,
the distribution method or the probability of success of such offering ("MAXIMUM
NUMBER OF SHARES"), then the Company shall include in such registration: (i)
first, the shares of Common Stock or other securities that the Company proposes
to sell which can be sold without exceeding the Maximum Number of Shares; and
(ii) second, to the extent the Maximum Number of Shares has not been reached
under the foregoing clause (i), the Registrable Securities as to which
registration has been requested by the Holder pursuant to its Piggyback
Registration rights and other shares of Common Stock requested to be included by
Other Shareholders pursuant to their registration rights (and pro rata among
them based on the number of shares requested to be registered except to the
extent the Company is contractually obligated to use another allocation method
pursuant to an agreement in effect on the date hereof) which can be sold without
exceeding the Maximum Number of Shares.

         2.3 WITHDRAWAL. The Holder may elect to withdraw its request for
inclusion of its Registrable Securities in any Piggyback Registration by giving
written notice to the Company of its request to withdraw prior to the
effectiveness of the registration statement. The Company may also elect to
withdraw a registration statement including shares being registered pursuant to
the Holder's Piggyback Registration rights at any time prior to the


                                       -3-

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effectiveness of the registration statement. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the Holder in
connection with such Piggyback Registration as provided in SECTION 3.3.

         2.4 RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the
Registrable Securities to the public without registration, the Company agrees to
use its commercially reasonable efforts to:

                  (a) Make and keep public information regarding the Company
         available, as those terms are understood and defined in Rule 144 under
         the Securities Act, at all times from and after the date hereof; and

                   (b) File with the Commission in a timely manner all reports
         and other documents required of the Company under the Exchange Act at
         all times from and after the date the Company first becomes subject to
         the reporting requirements of the Exchange Act.

         2.5 TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities granted to the Purchasers by the
Company under this Article II may be transferred or assigned by Holder to one or
more transferee(s) or assignee(s) of such Registrable Securities; provided,
however, that each such transferee (i) acquires no less than 1,000,000 shares of
Registrable Securities and (ii) assumes in writing responsibility for its
portion of the obligations of Holder under this Agreement.

         2.6 LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS. From and after the
date hereof, the Company shall not, without the prior written consent of the
Holders holding a majority of the outstanding Registrable Securities, enter into
any agreement with any current or future holder of any securities of the Company
that would allow such current or future holder to require the Company to include
securities in any registration statement filed by the Company on a basis other
than pari passu with, or subject to priority in favor of, the Registrable
Securities.

3 REGISTRATION PROCEDURES.

         3.1 FILINGS; INFORMATION. If and whenever the Company is required to
effect the registration of any Registrable Securities under the 1933 Act
pursuant to SECTION 2.1, the Company shall use its reasonable best efforts to
effect the registration of such Registrable Securities as expeditiously as
practicable, and in connection with any such request:

                  3.1.1 FILING REGISTRATION STATEMENT. The Company shall, as
         expeditiously as reasonably possible, prepare and file with the
         Commission a registration statement on any form for which the Company
         then qualifies or which counsel for the Company shall deem appropriate
         and which form shall be available for the sale of the Registrable
         Securities to be registered thereunder in accordance with the intended
         method of distribution thereof, and subject to SECTION 2.3, use its
         reasonable best efforts to cause such filed registration statement to
         become and remain effective.

                                      -4-

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                  3.1.2 COPIES. The Company shall, prior to filing a
         registration statement or prospectus or any amendment or supplement
         thereto, furnish without charge to the Holder, copies of such
         registration statement as proposed to be filed, each amendment and
         supplement to such registration statement (in each case including all
         exhibits thereto and documents incorporated by reference therein if
         requested by the Holder), the prospectus included in such registration
         statement (including each preliminary prospectus), and such other
         documents as the Holder may request in order to facilitate the
         disposition of the Registrable Securities owned by the Holder.

                  3.1.3 AMENDMENTS AND SUPPLEMENTS. The Company shall prepare
         and file with the Commission such amendments, including post-effective
         amendments, and supplements to such registration statement and the
         prospectus used in connection therewith as may be necessary to keep
         such registration statement effective and in compliance with the
         provisions of the 1933 Act until all Registrable Securities have been
         disposed of in accordance with the intended methods of disposition set
         forth in such registration statement (which period shall not exceed the
         sum of nine months plus any period during which any such disposition is
         interfered with by any stop order, injunction or other order or
         requirement of the Commission or any governmental agency or court) or
         such securities have been withdrawn.

                  3.1.4 NOTIFICATION. After the filing of the registration
         statement, the Company shall promptly, and in no event more than two
         Business Days, notify the Holder, and confirm such advice in writing,
         (i) when such registration statement becomes effective, (ii) when any
         post-effective amendment to such registration statement becomes
         effective, (iii) of any stop order issued or threatened by the
         Commission (and the Company shall take all actions required to prevent
         the entry of such stop order or to remove it if entered) and (iv) of
         any request by the Commission for any amendment or supplement to such
         registration statement or any prospectus relating thereto or for
         additional information or of the occurrence of an event requiring the
         preparation of a supplement or amendment to such prospectus so that, as
         thereafter delivered to the purchasers of the Registrable Securities
         covered by the Registration Statement, such prospectus will not contain
         an untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
          therein not misleading and promptly make available to the Holder any
         such supplement or amendment; except that before filing with the
         Commission a registration statement or prospectus or any amendment or
         supplement thereto, including documents incorporated by reference, the
         Company shall furnish to the Holder and to legal counsel representing
         the Holder, copies of all such documents proposed to be filed
         sufficiently in advance of filing to provide the Holder, Underwriters
         and legal counsel with a reasonable opportunity to review such
         documents and comment thereon, and the Company shall reflect in any
         registration statement or prospectus or amendment or supplement thereto
         such comments as the Holder or legal counsel representing the Holder
         may propose on a timely basis with regard to the selling security
         holder information relating to the Holder; provided, however, that the
         Company shall make the final decision as to the form and content of
         each such document.

                  3.1.5 STATE SECURITIES LAWS COMPLIANCE. The Company shall use
         its reasonable best efforts to (i) register or qualify the Registrable
         Securities covered by the registration statement under such securities
         or blue sky laws of such jurisdictions in the United States as the
         Holder (in light of the Holder's intended plan of distribution)
         reasonably requests and (ii) cause the Registrable Securities covered
         by the registration statement to be registered with or approved by such


                                      -5-

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         other governmental agencies or authorities in the United States as may
          be necessary by virtue of the business and operations of the Company to
         enable the Holder to consummate the disposition of the Registrable
         Securities owned by the Holder in those jurisdictions; provided,
         however, that the Company shall not be required to qualify generally to
         do business in any jurisdiction where it would not otherwise be
         required to qualify but for this SECTION 3.1.5, or subject itself to
         taxation in any such jurisdiction.

                   3.1.6 AGREEMENTS FOR DISPOSITION. The Company shall enter into
         customary agreements (including, if applicable, an underwriting
         agreement in customary form) and take such other actions as are
         reasonably required in order to expedite or facilitate the disposition
         of such Registrable Securities. The Holder may, at its option, require
         that any or all of the representations, warranties and covenants of the
         Company in any underwriting agreement to or for the benefit of any
         Underwriters also be made to and for the benefit of the Holder. The
         Holder shall not be required to make any representations or warranties
         in the underwriting agreement except with respect to its organization,
         good standing, authority, title to Registrable Securities, lack of
         conflict of such sale with its material agreements and organizational
         documents, and with respect to written information relating to the
         Holder that the Holder has furnished expressly for inclusion in such
         registration statement.

                  3.1.7 COOPERATION. The Chief Executive Officer and President
         of the Company, the Chief Financial Officer of the Company, any Senior
          Vice President of the Company and other members of the management of
         the Company shall cooperate fully in any offering of Registrable
         Securities hereunder, which cooperation shall include, without
         limitation, the preparation of the Registration Statement and all other
         offering materials and related documents, and participation in meetings
         with Underwriters, attorneys, accountants and potential investors.

                  3.1.8 RECORDS. The Company shall make available for inspection
         by the Holder, any Underwriter participating in any disposition
         pursuant to such registration statement and any attorney, accountant or
         other professional retained by the Holder or any Underwriter
          (collectively, the "INSPECTORS"), all financial and other records,
         pertinent corporate documents and properties of the Company
         (collectively, the "RECORDS"), as shall be necessary to enable them to
         exercise their due diligence responsibility, and cause the Company's
         officers, directors and employees to supply all information requested
         by any Inspectors in connection with such registration statement,
         provided that such inspection and information gathering shall be
         accomplished in a manner compliant with Regulation FD (including
         execution of appropriate confidentiality agreements) and, to the
         greatest extent possible, be coordinated by one counsel designated by
         and on behalf of the Holder and other parties.

                  3.1.9 OPINIONS AND COMFORT LETTERS. The Company shall furnish
         to the Holder a signed counterpart, addressed to the Holder, of (i) any
         opinion of counsel to the Company delivered to any Underwriter and (ii)
         any comfort letter from the Company's independent public accountants
         delivered to any Underwriter. If no legal opinion is delivered to any


                                      -6-

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         Underwriter, the Company shall furnish to the Holder, at any time that
         the Holder elects to use a prospectus, an officer's certification to
         the effect that the registration statement containing such prospectus
         has been declared effective and that to such officer's knowledge no
         stop order is in effect.

                  3.1.10 EARNINGS STATEMENT. The Company shall comply with all
         applicable rules and regulations of the Commission and the 1933 Act,
         and make available to its shareholders, as soon as practicable, an
         earnings statement covering a period of 12 months, beginning within
         three months after the effective date of the registration statement,
         which earnings statement shall satisfy the provisions of Section 11(a)
         of the 1933 Act and Rule 158 thereunder.

                  3.1.11 LISTING. The Company shall use its reasonable best
         efforts to cause all Registrable Securities registered pursuant to this
         Agreement to be listed on such exchanges or otherwise designated for
         trading in the same manner as similar securities issued by the Company
         are then listed or design  


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