Redacted Version

EXTENSION AND FIFTH AMENDING AGREEMENT TO THE CARDINAL ENERGY LTD. AMENDED AND RESTATED CREDIT AGREEMENT MADE AS OF JUNE 30, 2017

THIS EXTENSION AND FIFTH AMENDING AGREEMENT is made effective as of July 15, 2020 (the “ Effective Date ”),

BETWEEN:

CARDINAL ENERGY LTD. as Borrower

and -

THE FINANCIAL INSTITUTIONS SIGNATORY HERETO as Lenders

and -

CANADIAN IMPERIAL BANK OF COMMERCE, as Agent for the Lenders

PREAMBLE:

A. Pursuant to the amended and restated credit agreement dated June 30, 2017, as amended by a first amending agreement dated November 22, 2017, a second amending agreement dated May 24, 2018, a third amending agreement dated May 14, 2019 an extension and fourth amending agreement dated May 22, 2020 and an extension letter dated June 30, 2020 (collectively, the “ Credit Agreement ”) between Cardinal Energy Ltd. (the “ Borrower ”), as borrower, the financial institutions signatory thereto and each other financial institution which may from time to time become party to the Credit Agreement in accordance with the provisions therein as lenders (the “ Lenders ”), and Canadian Imperial Bank of Commerce, as agent for the Lenders (in such capacity, the “ Agent ”), the Lenders made the Facilities available to the Borrower.
B. The next date on which the Borrowing Base is scheduled to be redetermined is July 15, 2020 (the “ July 2020 Borrowing Base Date ”) and the Parties have agreed to extend the July 2020 Borrowing Base Date to July 29, 2020.
C. The Revolving Period is scheduled to terminate, and the Term Out Date is scheduled to occur, on July 15, 2020. The Parties have agreed to extend the Revolving Period.
D. To give effect to the foregoing extensions, among other things, the Parties wish to amend the Credit Agreement on the terms and conditions provided in, and as further set out in this Extension and Fifth Amending Agreement.

AGREEMENT:

NOW THEREFORE the parties hereto (the “ Parties ”) agree as follows:

Definitions . Capitalized terms used in this Extension and Fifth Amending Agreement will, unless otherwise defined herein, have the meanings attributed to such terms in the Credit Agreement, as

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amended by this Extension and Fifth Amending Agreement (the “ Amended Credit Agreement ”).

Amendments . As of the Effective Date, the Credit Agreement is hereby amended as follows:
- (a) The definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

““ Maturity Date ” means, in respect of each Lender, the date which is one year after the Term Out Date of such Lender (as such Term Out Date may be extended hereunder); provided however, that notwithstanding the foregoing, as of the Fifth Amendment Date, the Maturity Date for each Lender is May 23, 2021 notwithstanding that the Term Out Date is July 29, 2020, until otherwise agreed by each such Lender;”.

(b) The definition of “Convertible Debentures” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

““ Convertible Debentures ” means, collectively, the Tranche 1 Debentures and the Tranche 2 Debentures provided that the aggregate principal amount thereof does not exceed $50,000,000.”

(c) The definition of “Term Out Date” in Section 1.1 of the Credit Agreement is hereby amended by deleting the reference therein to “as of the Fourth Amendment Date, June 30, 2020” and replacing it with “as of the Fifth Amendment Date, July 29, 2020”.
(d) Section 1.1 of the Credit Agreement is amended by adding the following definitions thereto in the correct alphabetical order:

““ Fifth Amendment Date ” means July 15, 2020;”

““ Permitted Convertible Debenture Exchange Distribution ” means the payment of all interest accrued and unpaid interest under the Tranche 1 Debentures to the holders of such Tranche 1 Debentures concurrently with the exchange by such holders of Tranche 1 Debentures for Tranche 2 Debentures in an equivalent aggregate principal amount;”

““ Tranche 1 Debentures ” means the 5.50% convertible unsecured subordinated debentures issued by the Borrower pursuant to the terms of the Indenture;”

““ Tranche 2 Debentures ” means the 8.0% convertible unsecured subordinated debentures issued by the Borrower pursuant to the terms of the Indenture;”

(e) Section 3.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
- “3.4 Purpose

Borrowings under the Facilities shall be used by the Borrower for working capital and general corporate purposes of the Borrower provided that no Borrowings shall be used for any payment of principal, interest, fees or other amounts owing in respect of any Debt that is subordinate or ranks junior to the Lender Outstandings, including for certainty, Debt evidenced by the Convertible Debentures but excluding the Permitted

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Convertible Debenture Exchange Distribution and, for certainty, the Lenders may refuse to make any requested Accommodation which the Lenders, acting reasonably, determine would result in a contravention of this Section 3.4.”.

(f) Section 9.2(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
- “(i) Distributions : make, give effect to or implement any steps or procedures to make any Distributions other than (i) Distributions between Loan Parties and (ii) the Permitted Convertible Debenture Exchange Distribution, without the express written consent of all of the Lenders.

Representations and Warranties . The Borrower hereby represents and warrants to the Agent and each Lender that, as of the Effective Date, its representations and warranties contained in Section 2.1 of the Amended Credit Agreement, and except to the extent such representations and warranties relate solely to an earlier date, are true and correct in all material respects and additionally represents and warrants as follows on the Effective Date:
- (a) the execution and delivery of this Extension and Fifth Amending Agreement and the performance by it of its obligations under the Amended Credit Agreement (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) have received all necessary governmental approvals (if any required), and (iv) do not and will not contravene or conflict with any provision of Applicable Law or of its constating documents or by-laws; and
- (b) the Amended Credit Agreement is a legal, valid and binding obligation of it, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, winding-up, moratorium or similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity.
Continuing Effect . Each party hereto acknowledges and agrees that the Amended Credit Agreement, the Loan Documents and all other documents entered into in connection therewith, will be and continue in full force and effect and are hereby confirmed and the rights and obligations of all parties thereunder will not be affected or prejudiced in any manner except as specifically provided herein.
Further Assurances . The Borrower will from time to time forthwith at the Agent’s request and at the Borrower’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by the Agent and as are consistent with the intention of the Parties as evidenced herein, with respect to all matters arising under this Extension and Fifth Amending Agreement.
Expenses . The Borrower will pay or reimburse the Agent and the Lenders, as applicable, for the reasonable out-of-pocket expenses, including reasonable legal fees and disbursements (on a solicitor and his own client full indemnity basis) and enforcement costs, incurred by the Agent and the Lenders, as applicable, in connection with the negotiation, preparation, execution and maintenance of this Extension and Fifth Amending Agreement and the Amended Credit Agreement.

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Counterparts . This Extension and Fifth Amending Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party hereto may execute this Extension and Fifth Amending Agreement by signing any counterpart.
- [Remainder of page intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF the parties hereto have caused this Extension and Fifth Amending Agreement to be duly executed on the date and year first above written.

CARDINAL ENERGY LTD.

By: "Executed" Name: Title: