Cardinal Energy Ltd. — Capital/Financing Update 2021

Mar 16, 2021

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

THIS SECOND AMENDING AGREEMENT is made effective as of January 20, 2021 (the “ Second 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 between Cardinal Energy Ltd. (the “ Borrower ”), as 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 Second Amending Agreement.

AGREEMENT:

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

1. Definitions . Capitalized terms used in this Second Amending Agreement will, unless otherwise defined herein, have the meanings attributed to such terms in the Credit Agreement, as amended by this Second Amending Agreement (the “ Amended Credit Agreement ”).

2. Amendments . As of the Second Amendment Date, the Credit Agreement is hereby amended as follows by deleting the definition of “Forecast” in Section 1.1 of the Credit Agreement and replacing it with the following:

“ “ Forecast ” means the Borrower’s 2020-21 corporate forecast dated January 11, 2021 provided by the Borrower to the Agent;”

1. Representations and Warranties . The Borrower hereby represents and warrants to the Agent and each Lender that, as of the Second 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 Second Amendment Date:

31351519.2

• 2 -

• (a) the execution and delivery of this Second 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 Second 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 Second Amending Agreement and the Amended Credit Agreement.

• Governing Law . The parties hereto agree that this Second 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 Second 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 Second Amending Agreement by signing any counterpart. The words “execution”, “execute”, “executed”, “signed”, “signature” and words of like import in this Second Amending Agreement or in or related to any document to be signed in connection with this Second 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 manually-signed original

31351519.2

• 3 -

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.

[Remainder of page intentionally left blank. Signature pages follow.]

31351519.2

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

CARDINAL ENERGY LTD.

By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – Second Amendment]

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

By: "Signed" Name: Title:

By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – Second Amendment]