Cardinal Energy Ltd.

THIRD AMENDING AGREEMENT TO THE CARDINAL ENERGY LTD. SECOND AMENDED AND RESTATED CREDIT AGREEMENT MADE AS OF AUGUST 5, 2020

THIS THIRD AMENDING AGREEMENT is made effective as of February 18, 2021 (the “ Third Amendment Date ”),

BETWEEN:

CARDINAL ENERGY LTD. as Borrower

and -

CANADIAN IMPERIAL BANK OF COMMERCE, as Agent for and on behalf of the Lenders

PREAMBLE:

A. Pursuant to the second amended and restated credit agreement dated August 5, 2020, as amended by a first amending agreement dated December 8, 2020 and a second amending agreement dated January 20, 2021 (the “ Credit Agreement ”) between Cardinal Energy Ltd. as borrower (the “ Borrower ”), Canadian Imperial Bank of Commerce and the other financial institutions which are or hereafter become parties thereto 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 Borrower, the Agent and the Lenders wish to amend the Credit Agreement on the terms and conditions provided in, and as further set out in, this Third Amending Agreement.

AGREEMENT:

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

Definitions . Capitalized terms used in this Third Amending Agreement will, unless otherwise defined herein, have the meanings attributed to such terms in the Credit Agreement, as amended by this Third Amending Agreement (the “ Amended Credit Agreement ”).
Amendments . As of the Third Amendment Date, the Credit Agreement is hereby amended as follows:
(a) The definition of “ Distribution ” in Section 1.1 of the Credit Agreement is hereby amended by deleting paragraph (f) thereof in its entirety and replace it with the following:
- “(f) 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, the Permitted Junior Debt and the Unsecured Junior Debt; or”.
(b) The definition of “ Permitted Encumbrance ” in Section 1.1 of the Credit Agreement is hereby amended by adding the following paragraph (q.1) immediately following paragraph (q) thereof:

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“(q.1) the ENMAX Cash Collateral; and”.
(c) The definition of “ Permitted Indebtedness ” in Section 1.1 of the Credit Agreement is hereby amended by adding the following paragraph (d.1) immediately following paragraph (d) thereof:
“(d.1) Unsecured Junior Debt, provided that the net cash proceeds thereof are used solely for the purpose of repaying the Tranche 2 Debentures;”.
(d) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions thereto in the correct alphabetical order:

“ “ ENMAX ” means ENMAX Corporation and its subsidiaries;

“ ENMAX Cash Collateral ” means the pledging of up to $2,500,000 of cash collateral by the Borrower to ENMAX as security for the services that ENMAX provides to the Borrower;

“ Third Amendment Date ” means February 18, 2021;

“ Unsecured Junior Debt ” means the unsecured Debt incurred by the Borrower from the Unsecured Junior Debt Lenders on or about March 11, 2021 pursuant to the terms of the Unsecured Junior Debt Documents in an aggregate principal amount not to exceed $26,900,000 with an annual interest rate of 8% per annum for the first 6 months, 9% per annum for months 7 to 12, 10% per annum for months 13 to 18 and 12% per annum thereafter, payable quarterly in cash, and with a maturity date not earlier than December 31, 2022;

“ Unsecured Junior Debt Documents ” means the promissory notes issued in favour of each Unsecured Junior Debt Lender, together with all other agreements, instruments and other documents governing or relating to the Unsecured Junior Debt; and

“ Unsecured Junior Debt Lenders ” means the group of lenders advancing the Unsecured Junior Debt to the Borrower;”.

(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 (other than to fund a Hostile Acquisition) 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, the Permitted Junior Debt, the Unsecured Junior Debt (other than payments of interest on the Unsecured Junior Debt provided that no Borrowing Base Shortfall, Default or Event of Default exists at the time such interest payment, or would reasonably be expected to result therefrom) 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.”.

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(f) Section 9.1 of the Credit Agreement is hereby amended by adding the following thereto, at the end thereof, as a new paragraph (hh) and (ii):
“(hh) Unsecured Junior Debt Documents : prior to or concurrently with the incurrence of the Unsecured Junior Debt, the Borrower shall provide to the Agent a certified copy of the Unsecured Junior Debt Documents and thereafter the Borrower will promptly furnish to the Agent copies of all material notices given or received, and all material reports delivered, by any Unsecured Junior Debt Lender pursuant to or in connection with the Unsecured Junior Debt Documents to the extent not already delivered pursuant to this Agreement.
(ii) Tranche 2 Debt Repayment . Concurrently with the incurrence of the Unsecured Junior Debt, the Borrower shall use the net cash proceeds therefrom, if any, together with the proceeds from a drawdown under the Facilities in an amount not exceeding $1,590,750 to repay all of the outstanding Debt of the Borrower evidenced by the Tranche 2 Debentures in the principal amount of $28,207,000 and provide evidence reasonably satisfactory to the Agent of the payment thereof promptly thereafter.”.
(g) Section 9.2(v) of the Credit Agreement is hereby deleted in its entirety and replacing it with the following:
“(v) Prepayment of Junior Debt : notwithstanding the terms of any Second Lien Debt Document or any Unsecured Junior Debt Document, the Borrower will not, and will not permit any other Loan Party to, make any redemption, repurchase or optional prepayment of the Second Lien Debt or the Unsecured Junior Debt (or any portion of either of them);”.
(h) Section 9.2(w) of the Credit Agreement is hereby deleted in its entirety and replacing it with the following:
“(w) Payment of Interest under Junior Debt : Notwithstanding the terms of any Second Lien Debt Document or any the Unsecured Junior Debt Document, the Borrower will not, and will not permit any Subsidiary to, make any cash payments of interest in connection with (i) the Second Lien Debt; provided that, for certainty, any interest due and payable thereon shall be permitted to be capitalized and added to the principal of the Second Lien Debt then outstanding (any such interest, “ PIK’d Interest ”), or (ii) the Unsecured Junior Debt if a Borrowing Base Shortfall, Default or Event of Default exists at such time or would reasonably be expected to result therefrom;”.
(i) Section 9.2(x) of the Credit Agreement is hereby deleted in its entirety and replacing it with the following:
“(x) Amendments to Junior Debt : the Borrower will not, without the prior consent of the Required Lenders, amend, restate, supplement or otherwise modify any Second Lien Debt Document or any Unsecured Junior Debt Document, except for any such amendment, restatement, supplement or other modification that is solely of an administrative nature; or”.

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(j) Section 10.1(f) of the Credit Agreement is hereby deleted in its entirety and replacing it with the following:
- “(f) Cross Default : If (i) there is an event of default under the Second Lien Debt Documents; (ii) there is an event of default under the Unsecured Junior Debt Documents; or (iii) any Loan Party or the Person primarily liable or jointly and/or severally liable in the case of any contingent or joint and/or several obligation of any Loan Party is in default under any term or provision of any other agreement evidencing or securing Debt between itself and any Person (other than this Agreement), and such breach or default is in respect of an amount which (taken together with any other such breaches or defaults in respect of Debt and taken together with any accelerated amounts in respect of Debt) is in the aggregate in excess of the Threshold Amount; and, in any case, such breach or default is not remedied within any applicable cure period in the relevant agreement with respect to Debt;”.
Consent . Notwithstanding anything else set forth in the Credit Agreement to the contrary, the Lenders hereby consent to the repayment in full of the remaining outstanding principal amount of the Tranche 2 Debentures on March 11, 2021 from a drawdown under the Facilities in an amount not exceeding $1,590,750, whether or not all or any part of the Unsecured Junior Debt has been incurred, subject to the terms and conditions set out herein.
Conditions Precedent . This First Amending Agreement is only effective upon:
(a) the receipt by the Agent on behalf of the Lenders of a fully executed copy of this Third Amending Agreement; and
(b) receipt by the Agent of certified copies of any amendments to the Second Lien Debt Documents to the extent necessary to permit the Borrower to incur the Unsecured Junior Debt.
Representations and Warranties . The Borrower hereby represents and warrants to the Agent and each Lender that, as of the Third Amendment 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 Third Amendment Date:
(a) the execution and delivery of this Third 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,

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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 Third 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 Third Amending Agreement and the Amended Credit Agreement.
Governing Law . The parties hereto agree that this Third Amending Agreement is conclusively deemed to be made under, and for all purposes to be governed by and construed in accordance with, the laws of the Province of Alberta and of Canada applicable therein and the provisions of Section 14.8 of the Credit Agreement apply hereto.
Counterparts . This Third 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 Third Amending Agreement by signing any counterpart. The words “execution”, “execute”, “executed”, “signed”, “signature” and words of like import in this Third Amending Agreement or in or related to any document to be signed in connection with this Third Amending Agreement and the transactions contemplated hereby, shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, in accordance with applicable law including, without limitation, as in provided Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the Electronic Transactions Act (Alberta), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada . The Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manuallysigned original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.

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

By: "Signed" Name: Title: