Cardinal Energy Ltd. — Capital/Financing Update 2021

Mar 16, 2021

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

THIS FIRST AMENDING AGREEMENT is made effective as of December 8, 2020 (the “ First Amendment Date ”),

BETWEEN:

CARDINAL ENERGY LTD. as Borrower

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THE FINANCIAL INSTITUTIONS SIGNATORY HERETO as Lenders

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CANADIAN IMPERIAL BANK OF COMMERCE, as Agent for the Lenders

PREAMBLE:

• A. Pursuant to the second amended and restated credit agreement dated August 5, 2020 (the “ Credit Agreement ”) between Cardinal Energy Ltd. (the “ Borrower ”), as borrower, Canadian Imperial Bank of Commerce, ATB Financial, Royal Bank of Canada. The Bank of Nova Scotia and National Bank of Canada (the “ Initial Lenders ”), and Canadian Imperial Bank of Commerce, as agent for the Lenders (in such capacity, the “ Agent ”), the Initial Lenders made the Facilities available to the Borrower.

• B. Immediately prior to the effectiveness of this First Amending Agreement, National Bank of Canada (the “ Exiting Lender ”) has withdrawn as a Lender under the Credit Agreement pursuant to the terms of the withdrawal letter of even date herewith between the Exiting Lender, the Agent and the Borrower (the “ Withdrawal Letter ”) pursuant to which the Exiting Lender is no longer a Lender under the Credit Agreement.

• C. Each of Export Development Canada (“ EDC ”) and Canadian Western Bank (“ CWB ”, and together with EDC, the “ New Lenders ” and together with the Initial Lenders other than the Exiting Lender, 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 ”) has agreed to provide a portion of the Syndicated Facility Commitment and become a Lender in accordance with the terms of this First Amending Agreement and the Credit Agreement.

• D. The Parties wish to amend the Credit Agreement to add the New Lenders as Lenders under the Credit Agreement and otherwise on the terms and conditions provided in, and as further set out in, this First Amending Agreement.

AGREEMENT:

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

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

• Confirmation of Borrowing Base . The parties hereto agree and confirm that as of the First Amendment Date the Borrowing Base remains $225,000,000.

• Amendments . As of the First Amendment Date, the Credit Agreement is hereby amended as follows:

• (a) Paragraph (d) of the definition of “Defaulting Lender” is hereby amended by adding the following thereto, immediately before the semi-colon at the end thereof: “provided that it is hereby recognized and agreed that Export Development Canada shall not be a Defaulting Lender as provided in this definition due solely to its ownership or control by the Government of Canada which also provides it with immunity from attachment to its assets”

• (b) Paragraph (f) of the definition of “Distribution” is hereby amended by replacing the reference therein to “Debt evidenced by the Convertible Debentures” with a reference to “Permitted Junior Debt”

• (c) 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); as at the First Amendment Date, the Maturity Date for each Lender is May 31, 2022;

• (d) The definition of “Permitted Disposition” in Section 1.1 of the Credit Agreement is hereby amended by deleting paragraph (i) thereof and replacing it with the following:

• “(i) the sale or disposition of any assets or properties (excluding any sale or disposition included in any of subsections (a) through (h) above, but including any sale or disposition pursuant to the exercise of any ROFR), where the fair market value of the assets and properties so sold or disposed of, when taken in the aggregate in respect of all such sales and dispositions by all Loan Parties since the last determination or redetermination of the Borrowing Base, does not exceed $5,000,000 (unless agreed to by all of the Lenders);”

• (e) The definition of “Permitted Encumbrance” in Section 1.1 of the Credit Agreement is hereby amended by: (i) deleting the word “and” from the end of paragraph (q); (ii) renumbering paragraph (r) as paragraph (s); and (iii) adding the following thereto, immediately below paragraph (q), as a new paragraph (r):

• “(r) Security Interests created by or pursuant to the Second Lien Debt Documents which secure the Second Lien Debt in accordance with, and subject to, the terms of the Intercreditor Agreement; and”

• (f) The definition of “Permitted Financial Assistance” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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“ Permitted Financial Assistance ” means any Financial Assistance by a Loan Party to, or for the benefit of, another Loan Party;

• (g) The definition of “Permitted Indebtedness” in Section 1.1 of the Credit Agreement is hereby amended by deleting paragraph (d) thereof in its entirety and replacing it with the following:

• “(d) Permitted Junior Debt, provided that any Permitted Junior Debt comprised of the Second Lien Debt shall at all times be subject to the Intercreditor Agreement;”

• (h) The definition of “Term Out Date” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ Term Out Date ” means, in respect of each Lender:

• (a) as of the First Amendment Date, May 31, 2021; and

• (b) if the Term Out Date is thereafter further extended pursuant to Section 3.3, that date which is 364 days after its then current Term Out Date;

• (i) The definition of “Threshold Amount” in Section 1.1 of the Credit Agreement is hereby amended by deleting the reference therein to “2.5%” and replacing it with a reference to “5%”

• (j) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions thereto in the correct alphabetical order:

“ Climate Change Report ” means a report by the Borrower disclosing at minimum the following (additional details can be found in the Task Force on Climate-Related Financial Disclosures’ “Implementation Annex (June 2017)”):

• (a) Governance:

• (i) the Borrower’s board of directors’ oversight of Climate-Related Risks and Climate-Related Opportunities; or

• (ii) the Borrower’s management’s role in assessing and managing ClimateRelated Risks and Climate-Related Opportunities,

provided, however, if the Borrower is in the process of developing its approach to address the recommendations listed in clauses (i) or (ii) above, the Borrower shall only be required to include a description on progress made to date toward aligning with these recommendations;

• (b) Strategy:

• (i) Climate-Related Risks and Climate-Related Opportunities that the Borrower has identified over the short, medium, and long term; or

• (ii) impact of Climate-Related Risks and Climate-Related Opportunities on the Borrower’s businesses, strategy, and financial planning; or

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• (iii) resilience of the Borrower’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario,

provided, however, that (i) the Borrower may choose to provide a qualitative description for any recommendations for which it chooses to disclose details, and (ii) if the Borrower is in the process of developing its approach to address the recommendations listed in clauses (i), (ii) or (iii) above, the Borrower shall include a description on progress made to date toward aligning with these recommendations;

(c) Risk Management:

• (i) the Borrower’s processes for identifying and assessing Climate-Related Risks; or

• (ii) the Borrower’s processes for managing Climate Related Risks; or

• (iii) the Borrower’s processes for identifying, assessing, and managing Climate-Related Risks are integrated into the Borrower’s overall risk management,

provided, however, if the Borrower is in the process of developing its approach to address the recommendations listed in clauses (i), (ii) or (iii) above, the Borrower shall only be required to include a description on progress made toward aligning with these recommendations;

• (d) Metrics and Targets:

• (i) Scope 1 Greenhouse Gas Emissions, Scope 2 Greenhouse Gas Emissions, and, if appropriate, Scope 3 Greenhouse Gas Emissions, and the related risks.

The Borrower may also choose to disclose details regarding: (i) Metrics used by the organization to assess Climate-Related Risks and opportunities in line with its strategy and risk management process, or (ii) Targets used by the Borrower to manage Climate-Related Risks and Climate-Related Opportunities and performance against Targets;

“ Climate-Related Opportunity ” means the potential positive impacts related to mitigation and adaptation efforts of the Borrower related to climate change such as resource efficiency and cost savings, the adoption and utilization of low-emission energy sources, the development of new products and services, and building resilience along the supply chain;

“ Climate-Related Risk ” means the potential negative impacts of climate change on the Borrower such as: (i) physical risks emanating from climate change that are event-driven (acute) such as increased severity of extreme weather events (e.g., cyclones, droughts, floods, and fires) or relating to longer-term shifts (chronic) in precipitation and temperature and increased variability in weather patterns (e.g., sea level rise) (ii) risks associated with the transition to a lower-carbon global economy, such as policy and legal actions, technology changes, market responses, and reputational considerations;

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“ First Amendment Date ” means December 8, 2020;

“ Forecast ” means the Borrower’s corporate forecast dated November 18, 2020 provided by the Borrower to the Agent;

“ Intercreditor Agreement ” means an intercreditor agreement to be entered into between the Second Lien Lenders or a trustee or nominee on their behalf, the Agent and the Loan Parties, on terms and conditions satisfactory to the Required Lenders, in their sole discretion, as amended, modified, supplemented or restated from time to time;

“ Metric ” means a quantifiable measure used to track, monitor or assess Climate-Related Risks or Climate-Related Opportunities, including those related to water, energy, land and waste management, internal carbon prices, greenhouse gas emissions, as well revenue from products and services designed for a lower-carbon economy;

“ Permitted Junior Debt ” means the Second Lien Debt and, prior to the incurrence of the Second Lien Debt, all Debt of the Borrower evidenced by the Convertible Debentures, and after the incurrence of the Second Lien Debt, all Debt of the Borrower evidenced by the Tranche 2 Debentures;

“ Permitted Restricted Award Option Distributions ” means any Distribution made from time to time to fund the purchase of common shares of the Borrower in the ordinary course of business and in accordance with the Borrower’s customary practices for the purposes of settling employees’ restricted stock awards;

“ PIK’d Interest ” has the meaning ascribed thereto in Section 9.2(w);

“ Scope 1 Greenhouse Gas Emissions ” means direct greenhouse gas emissions that occur from sources that are owned or controlled by the Borrower;

“ Scope 2 Greenhouse Gas Emissions ” means indirect greenhouse gas emissions from the generation of acquired and consumed electricity, steam, heat, or cooling;

“ Scope 3 Greenhouse Gas Emissions ” means all indirect emissions (not comprising Scope 2 Greenhouse Gas Emissions) that occur in the value chain of the Borrower, including both upstream and downstream emissions, and result from the activities of the Borrower, but occur from sources not owned or controlled by the Borrower;

“ Second Lien Debt ” means the Debt incurred by the Borrower from the Second Lien Lenders pursuant to the terms of the Second Lien Debt Documents and subject to the terms of the Intercreditor Agreement in an aggregate principal amount not exceeding $16,920,833 (plus any PIK’d Interest thereon), with an annual interest rate not exceeding 12% per annum, and with a maturity date not earlier than June 30, 2022;

“ Second Lien Debt Documents ” means the secured promissory notes issued in favour of each Second Lien Lender, together with all other agreements, instruments and other documents governing or relating to the Second Lien Debt, as permitted hereunder and under the Intercreditor Agreement;

“ Second Lien Lenders ” means David Johnson, Scott Ratushny, John Brussa, Murray Edwards and Stephanie Sterling;

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“ Target ” means a target is used to evaluate actual measurable Climate-Related Risks or Climate-Related Opportunities data to assess performance achieved compared to performance intended or expected;”

• (k) 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 but excluding the December 2020 Tranche 1 Debentures Interest Payment and the Permitted 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.”

• (l) Section 3.7(a) of the Credit Agreement is hereby amended by replacing the reference therein to “one month” with a reference to “a Standard Term”

• (m) Section 3.7(d)(ii) of the Credit Agreement is hereby amended by replacing the reference therein to “of one month” with a reference to “that is a Standard Term”

• (n) Section 9.1(cc) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

• “(cc) Environmental and Climate Change Reporting: On or before each the last day of each Fiscal Year (other than the Fiscal Year ending December 31, 2020), the Borrower shall produce and publish on its website a Climate Change Report. For the Fiscal Year ending December 31, 2020, the Borrower shall produce and deliver to Export Development Canada a copy of a Climate Change Report within 12months after the First Amendment Date and publish on its website such Climate Change Report on or before the last day of the Fiscal Year ending December 31, 2021.”

• (o) Section 9.1(dd) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

• “(dd) Second Lien Debt Documents: prior to or concurrently with the incurrence of the Second Lien Debt, the Borrower shall provide to the Agent a certified copy of the Second Lien 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 Loan Party pursuant to or in connection with the Second Lien Debt Documents to the extent not already delivered pursuant to this Agreement.”

• (p) Section 9.1 of the Credit Agreement is hereby amended by adding the following thereto, at the end thereof, as a new paragraph (gg):

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• “(gg) Second Lien Debt Proceeds . Concurrently with the incurrence of the Second Lien Debt, the Borrower shall use the net cash proceeds to repay 100% of the Debt of the Borrower evidenced by the Tranche 1 Debentures and provide evidence reasonably satisfactory to the Agent of the payment thereof promptly thereafter.”

• (q) 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 without the express written consent of all of the Lenders other than (i) Distributions between Loan Parties, (ii) the Permitted Convertible Debenture Exchange Distribution, (iii) the December 2020 Tranche 1 Debentures Interest Payment, (iv) Distributions to the holders of the Tranche 2 Debentures representing regularly scheduled payments of interest, and (v) Permitted Restricted Award Option Distributions not exceeding, in the aggregate, $3,000,000 in any Fiscal Year, provided that in each case other than (i) above, no Default, Event of Default or Borrowing Base Shortfall has occurred and is continuing.”

• (r) Section 9.2 of the Credit Agreement is hereby amended by deleting the word “or” from the end of paragraph (q), replacing the period at the end of paragraph (r) with a semi-colon, and adding the following thereto, at the end thereof, as new paragraphs (s), (t), (u), (v), (w), (x) and (y):

• “(s) ARO Expenditures : the Borrower will not, and will not permit any other Loan Party to, directly or indirectly, make or incur any capital expenditures in connection with its asset retirement and abandonment and reclamation liabilities in any Fiscal Quarter which exceeds the amount budgeted therefor as set out in the Forecast by an amount greater than 10% or $175,000, without the express written consent of all of the Lenders, provided that any amounts covered under the Government of Alberta’s Site Rehabilitation Program shall be subtracted from the calculation of the Loan Parties’ capital expenditures in connection with asset retirement and abandonment and reclamation liabilities for the purposes of compliance with this Section 9.2(s);

• (t) Capital Expenditures : the Borrower will not, and will not permit any other Loan Party to, in any Fiscal Quarter, directly or indirectly, make or incur any capital expenditures which exceeds the amount budgeted therefor for such Fiscal Quarter as set out in the Forecast by an amount greater than 10% or $1,000,000, without the express written consent of all of the Lenders;

• (u) Operating Expenses : the Borrower will not, and will not permit any other Loan Party to, in any Fiscal Quarter, directly or indirectly, make or incur any operating expenses which exceeds the amount budgeted therefor for such Fiscal Quarter as set out in the Forecast by an amount greater than 10%, without the express written consent of all of the Lenders;

• (v) Prepayment of Second Lien Debt : Notwithstanding the terms of any Second Lien 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 any portion thereof);

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• (w) Payment of Interest under Second Lien Debt : Notwithstanding the terms of any Second Lien Debt Document, the Borrower will not, and will not permit any Subsidiary to, make any cash payments of interest in connection with 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 ”);

• (x) Amendments to Second Lien Debt Documents . The Borrower will not, without the prior consent of the Required Lenders, amend, restate, supplement or otherwise modify any Second Lien Debt Document, except for any such amendment, restatement, supplement or other modification that is solely of an administrative nature; or

• (y) Executive Compensation : the Borrower will not, and will not permit any other Loan Party to, directly or indirectly, increase in any way the aggregate cash compensation of any executive of the Borrower from the cash compensation paid to them in respect of 2019 except with the prior written consent of the Lenders.”

• (s) Section 11.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ 11.4 Illegality

If (i) the introduction of or any change in Applicable Law, regulation, treaty, official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law) or (ii) any change in the interpretation or application thereof by any court or by any judicial or governmental authority charged with the interpretation or administration thereof or (iii) any change in location of the business or assets of any Loan Party or the addition to the Security of any new collateral located outside Canada, makes it unlawful or prohibited for a Lender (in its sole opinion acting reasonably and in good faith) to make, fund or maintain the Borrowings or a portion of the Borrowings or to perform its obligations under this Agreement, such Lender may by written notice to the Borrower through the Agent terminate its obligations under this Agreement to make such Borrowings or perform such obligations and the Borrower shall either (a) prepay such Borrowings within 15 Business Days together with all accrued but unpaid interest and fees as may be applicable to the date of payment, or (b) convert by notice to the Agent or the Operating Lender, as applicable, such Borrowings forthwith into another basis of Borrowing available under this Agreement, provided that such conversion is permitted by Applicable Law and will not require the participation in any Borrowing by the Lender providing notice herein.”

• (t) Section 12.24(a) of the Credit Agreement is hereby amended by adding thereto, immediately after the reference therein to “provide to the Agent”, the following: “, to the extent permitted by Applicable Law”

• (u) Article 12 of the Credit Agreement is hereby amended by adding the following thereto as a new section 12.25:

“ 12.25 Intercreditor Agreement

The Agent is hereby authorized to enter into the Intercreditor Agreement on behalf of the Lenders and to perform its obligations thereunder on behalf of the Lenders.”

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• (v) Section 14.11(a) of the Credit Agreement is hereby amended by deleting the reference therein to “in order to comply with any applicable AML Legislation” and replacing it with “in order to comply with any applicable AML Legislation and any Lender’s “know your customer” policies and other similar identification and verification procedures”

• (w) Schedule A to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit 1 attached hereto.

• Conditions Precedent . This First Amending Agreement is only effective upon the satisfaction by the Borrower of the following conditions precedent:

• (a) the receipt by the Agent on behalf of the Lenders of a fully executed copy of this First Amending Agreement;

• (b) the Withdrawal Letter;

• (c) evidence satisfactory to the Agent that all fees and expenses of the Lender Financial Advisor have been paid in full, to the extent invoiced on or prior to the third business day prior to the First Amendment Date; and

• (d) receipt by the Agent on behalf of the Lenders of (i) an extension fee equal to [Fee amount redacted] basis points per annum multiplied by that portion of each Lenders’ Commitment which is being extended hereby and (ii) a commitment fee equal to [Fee amount redacted] basis points per annum multiplied by that portion of each Lenders’ Commitment which is in excess of such Lenders’ Commitment prior to giving effect to this First Amending Agreement (including, for certainty, all of the New Lenders’ Commitments).

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

• (a) the execution and delivery of this First 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.

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• Outstanding Accommodations . In order to give effect to the changes to the Commitments, the withdrawal of the Exiting Lender, and the addition of the New Lenders, in each case as contemplated hereby, the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent (including the assignment of interest in, or the purchase of participations in, existing outstanding Accommodations) to give effect to the increase in Commitments and to ensure that the aggregate outstanding Accommodations owing to each Lender are outstanding rateably to all outstanding Accommodations under the Facilities after giving effect to such increase and the increased Commitments. Notwithstanding the foregoing and the changes to the Commitment of each Lender on the First Amendment Date, each Lender’s rateable portion under any outstanding Accommodation made by way of Bankers’ Acceptance under the Credit Facility which is outstanding as of the date hereof will remain until the maturity date thereof. Any new Accommodation made by way of Bankers’ Acceptance after the date hereof or any rollover of such outstanding Bankers’ Acceptance after the date hereof shall be issued in accordance with each Lender’s rateable portion thereof after giving effect to the changes to the Commitments provided herein.

• Exiting Lender Acknowledgment . The parties acknowledge and agree that, effective as of the First Amendment Date, the Exiting Lender is no longer a Lender under the Credit Agreement.

• New Lender Acknowledgment . The parties acknowledge and agree that from and after the First Amendment Date, each New Lender shall be a Lender for all purposes under the Amended Credit Agreement and the Loan Documents having the Commitment set forth opposite its name on Schedule A to the Amended Credit Agreement and all references herein or therein to “Lenders” or a “Lender” shall be deemed to include each New Lender.

• New Lenders’ Credit Decisions . It is understood and agreed by each New Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Loan Parties. Accordingly, each New Lender confirms with the Agent and each other Lender that it has not relied, and will not hereafter rely, on either the Agent or any other Lender to: (a) check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Parties or any other Person under or in connection with the Facilities (whether or not such information has been or is hereafter distributed to such Lender by the Agent or any other Lender); or (b) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any party. Each New Lender acknowledges that copies of the Loan Documents have been made available to it for review and such New Lender acknowledges that it is satisfied with the form and substance of the Loan Documents. No New Lender shall make any independent arrangement with any party for the satisfaction of any Accommodations or other amounts owing to it under the Loan Documents without the written consent of the other Lenders.

• Consent of the Borrower, the Agent and the Fronting Lender . Each of the Borrower, the Fronting Lender and the Agent hereby consents to the addition of each New Lender into the Amended Credit Agreement as a Lender and agrees to recognize such New Lender as a Lender under the Amended Credit Agreement as fully as if such New Lender had been an original party to the Amended Credit Agreement.

• 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

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intention of the Parties as evidenced herein, with respect to all matters arising under this First Amending Agreement.

1. 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 First Amending Agreement and the Amended Credit Agreement.

2. Governing Law . The parties hereto agree that this First 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.

3. Counterparts . This First 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 First Amending Agreement by signing any counterpart. The words “execution”, “execute”, “executed”, “signed”, “signature” and words of like import in this First Amending Agreement or in or related to any document to be signed in connection with this First 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 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.

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

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IN WITNESS WHEREOF the parties hereto have caused this First 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 – First Amendment]

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CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

By: "Signed" Name: Title: By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – First Amendment]

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Lender:

CANADIAN IMPERIAL BANK OF COMMERCE

By: "Signed" Name: Title: By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – First Amendment]

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Lender:

ATB FINANCIAL

By: "Signed" Name: Title: By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – First Amendment]

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Lender:

ROYAL BANK OF CANADA

By: "Signed" Name: Title: By: Name: Title:

[Signature Page to Cardinal Energy – First Amendment]

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Lender:

THE BANK OF NOVA SCOTIA

By: "Signed" Name: Title: By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – First Amendment]

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Lender:

EXPORT DEVELOPMENT CANADA

By: "Signed" Name: Title: By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – First Amendment]

Lender:

CANADIAN WESTERN BANK

By: "Signed" Name: Title: By: "Signed" Name: Title:

[Signature Page to Cardinal Energy – First Amendment]

EXHIBIT 1 TO THE FIRST AMENDING AGREEMENT

Schedule A to the Second Amended and Restated Credit Agreement dated August 5, 2020 between CARDINAL ENERGY LTD., as Borrower, and a consortium of Lenders with CANADIAN IMPERIAL BANK OF COMMERCE, as Agent

COMMITMENTS AND ADDRESSES

Lender

Syndicated Facility Operating Facility Total Commitment Commitment Commitment

Canadian Imperial Bank of Commerce

9th Floor, Bankers Hall East 855 – 2nd Street S.W. Calgary, Alberta T2P 2P2

Attention: Managing Director Facsimile: [Redacted]

As Syndicated Lender and Operating Lender Attention: Director

Fax No.: [Redacted]

[Commitments redacted]

ATB Financial

600, 585 8th Avenue SW Calgary, AB T2P 1G1

As Syndicated Lender Attention: Director

Fax No.: [Redacted]

Export Development Canada 150 Slater Street Ottawa, Ontario K1A 1K3

As Syndicated Lender Attention: Director – Extractive Industries

Fax No.: [Redacted]

[Signature Page to Cardinal Energy – First Amendment]

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Lender

Syndicated Facility Operating Facility Total Commitment Commitment Commitment

Royal Bank of Canada

Suite 3900, 888 - 3rd Street S.W. Calgary, Alberta T2P 5C5

As Syndicated Lender Attention: Corporate Banking

Fax No: [Redacted]

The Bank of Nova Scotia

[Commitments redacted]

1700, 225 - 6th Avenue SW Calgary, AB T2P 1N2

As Syndicated Lender Attention: Director

Fax No.: [Redacted]

Canadian Western Bank

Suite 200, 606-4th Street SW Calgary, AB T2P 1T1

As Syndicated Lender Attention: Kuno Ryckborst

Fax No.: [Redacted]

Total

Cdn. $205,000,000 Cdn. $20,000,000 Cdn. $225,000,000

30920070.7