6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2019

Commission File Number: 001-35644

Bellatrix Exploration Ltd.

(Translation of registrant’s name into English)

1920, 800 5^th Avenue SW

Calgary, Alberta T2P 3T6

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☑                                      Form 40-F ☐  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  ☐

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bellatrix Exploration Ltd.
Date: April 5, 2019
	By:  /s/ Charles R. Kraus
	Name:  Charles R. Kraus
	Title:    Executive Vice President, General Counsel              & Corporate Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Material Change Report dated April 5, 2019
99.2	Consent and Support Agreement with Consenting Noteholders
99.3	Consent and Support Agreement with Consenting Debentureholders
99.4	Consent Agreement with Lenders
99.5	Fourth Amendment, Consent and Waiver to Note Purchase Agreement

EX-99.1

Exhibit 99.1

MATERIAL CHANGE REPORT

1. Name and Address of Corporation:

Bellatrix Exploration Ltd. (the “Corporation” or “Bellatrix”)

1920, 800 – 5th Avenue S.W.

Calgary, Alberta T2P 3T6

2. Date of Material Change:

March 29, 2019

3. News Release:

On March 29, 2019, a news release was issued and disseminated through the facilities of a recognized newswire service and would have been received by the securities commissions where Bellatrix is a reporting issuer in the normal course of its dissemination.

4. Summary of Material Change:

On March 29, 2019, Bellatrix announced a proposed recapitalization transaction (the “Recapitalization Transaction”) which involves, among other things, an exchange of all of Bellatrix’s: (i) outstanding 8.5% senior unsecured notes due 2020 (the “Senior Unsecured Notes”), in the aggregate principal amount of approximately US$145.8 million, plus US$2 million of accrued interest, for, in the aggregate and taking into account early consent consideration, a combination of US$50 million of new second lien notes (“New Second Lien Notes”) due September 2023, US$50 million of new third lien notes due December 2023 (the “New Third Lien Notes”) and approximately 51% of the outstanding common shares (“Common Shares”) in the capital of Bellatrix outstanding immediately following the implementation of the Recapitalization Transaction (the “Senior Unsecured Noteholder New Common Share Pool”); and (ii) outstanding 6.75% convertible debentures due 2021 (the “Convertible Debentures”) for, in the aggregate and taking into account early consent consideration, approximately 32.5% of the outstanding Common Shares immediately following the implementation of the Recapitalization Transaction. The Corporation has executed support agreements (the “Support Agreements”) with holders (the “Initial Consenting Noteholders”) of approximately 90% of the Senior Unsecured Notes and a holder (the “Initial Consenting Debentureholder”) of approximately 50% of the Convertible Debentures. Pursuant to the Support Agreements, the Initial Consenting Noteholders and the Initial Consenting Debentureholder have, among other things, agreed to support the Recapitalization Transaction.

5. Full Description of Material Change:

5.1      Full Description of Material Change

Summary of Recapitalization Transaction

On March 29, 2019, Bellatrix announced the proposed Recapitalization Transaction. The Recapitalization Transaction involves the following key elements:

· the Senior Unsecured Notes in the aggregate principal amount of approximately US$145.8 million, plus US$2 million of accrued interest, will collectively be exchanged for US$50 million of New Second Lien Notes (the “New Second Lien Notes Pool”), US$50 million of New Third Lien Notes, and new Common Shares representing approximately 51% of the Common Shares outstanding immediately following the implementation of the Recapitalization Transaction as follows:

o holders (the “Senior Unsecured Noteholders”) of Senior Unsecured Notes that vote in favour of the CBCA Plan (as defined below) by 5:00 p.m. (EDT) on the early consent date of May 15,

2019, as it may be extended by Bellatrix (the “Early Consent Date”) (the “Early Consenting Noteholders”), will be entitled to receive (i) their pro rata share of the New Second Lien Notes Pool as partial consideration for their Senior Unsecured Notes, and (ii) their pro rata share (after taking into account the exchange of a portion of their Senior Unsecured Notes for New Second Lien Notes) of (A) the New Third Lien Notes and (B) the Senior Unsecured Noteholder New Common Share Pool in exchange for the balance of their Senior Unsecured Notes;

o Senior Unsecured Noteholders that are not Early Consenting Noteholders will be entitled to receive in exchange for their Senior Unsecured Notes their pro rata share of (i) the New Third Lien Notes and (ii) the Senior Unsecured Noteholder New Common Share Pool; and

o all accrued and unpaid interest in respect of the Senior Unsecured Notes outstanding on the implementation date of the Recapitalization Transaction (the “Effective Date”) less US$2 million (the “Cash Interest Payment”) will be paid to Senior Unsecured Noteholders in cash on the Effective Date, provided the Corporation and the Initial Consenting Noteholders (as defined below) will also have the right to agree, prior to closing of the Recapitalization Transaction, that instead of the Corporation paying the Cash Interest Payment in cash on the Effective Date, the Corporation shall issue to the Senior Unsecured Noteholders additional New Third Lien Notes in an aggregate principal amount equal to the amount of the Cash Interest Payment;

· the New Second Lien Notes issued to Early Consenting Noteholders as partial consideration for their Senior Unsecured Notes will be on substantially the same terms as Bellatrix’s existing 8.5% second lien notes due 2023 (the “Existing Second Lien Notes”);

· the New Third Lien Notes will include the following economic terms: (i) a December 15, 2023 maturity date; (ii) an option for the Corporation to elect to pay an interest rate of (A) 12.5% until December 31, 2021 (of which 9.5% would be paid in kind by the issuance of additional New Third Lien Notes and 3.0% would be paid in cash) and thereafter 9.5% paid in cash, or (B) 9.5% paid in cash; (iii) security on collateral on a third priority basis; (iv) the ability for the Corporation to pay down the New Third Lien Notes, in full or in part, at any time without any premium or penalty; and (v) such other terms and conditions as may be agreed to by the Corporation and the Initial Consenting Noteholders;

· the Convertible Debentures in the aggregate principal amount of $50 million, plus accrued and unpaid interest (including the interest payment due March 31, 2019), will collectively be exchanged for new Common Shares representing approximately 32.5% of the Common Shares outstanding immediately following the implementation of the Recapitalization Transaction, as follows:

o holders of Convertible Debentures (“Convertible Debentureholders”) that vote in favour of the CBCA Plan by 5:00 p.m. (EDT) on the Early Consent Date (the “Early Consenting Debentureholders”) will be entitled to receive in exchange for their Convertible Debentures (i) their pro rata share of early consent new Common Shares representing approximately 5% of the Common Shares outstanding immediately following the implementation of the Recapitalization Transaction, and (ii) their pro rata share of new Common Shares representing approximately 27.5% of the Common Shares outstanding immediately following the implementation of the Recapitalization Transaction (the “Convertible Debentureholder New Common Share Pool”); and

o Convertible Debentureholders that are not Early Consenting Debentureholders will be entitled to receive in exchange for their Convertible Debentures their pro rata share of the Convertible Debentureholder New Common Share Pool;

· the Corporation shall have the right, on or prior to the Effective Date, to repay the Convertible Debentures with cash from proceeds of one or more equity issuances for up to 32.5% of the aggregate

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Common Shares outstanding upon implementation of the Recapitalization Transaction, and to the extent such equity issuances are for less than 32.5% of the aggregate Common Shares outstanding upon implementation of the Recapitalization Transaction, any such difference shall reduce the dilution in respect of the Existing Shareholders (as defined below);

· upon completion of the Recapitalization Transaction, existing shareholders (the “Existing Shareholders”) will retain their existing Common Shares, subject to a share consolidation (the “Share Consolidation”) to be implemented as part of the Recapitalization Transaction, such that Existing Shareholders will own approximately 16.5% of the Common Shares outstanding immediately following implementation of the Recapitalization Transaction;

· it is a condition to completion of the Recapitalization Transaction that the Corporation’s existing senior bank credit facility (the “Credit Facility”) (which currently matures on November 30, 2019) be extended for a one-year term on terms substantially similar to those currently in place;

· the Corporation will continue to pay when due interest in respect of the Credit Facility and the Existing Second Lien Notes;

· it is expected that the Common Shares will continue to be listed on the Toronto Stock Exchange (the “TSX”);

· the Corporation will continue to satisfy its obligations to employees, suppliers, customers and governmental authorities in the ordinary course of business;

· the Initial Consenting Noteholders will have the right to designate nominees for the board of directors of the Corporation (the “Board of Directors”) that will comprise such proportion of the Board of Directors upon implementation of the Recapitalization Transaction as agreed to by the Corporation and the Initial Consenting Noteholders, and the composition and size of the Board of Directors on the Effective Date shall be acceptable to the Initial Consenting Noteholders and the Corporation; and

· subject to the satisfaction or waiver of applicable conditions, the Corporation will work to complete the Recapitalization Transaction by the end of May 2019.

The Recapitalization Transaction will be implemented by way of a corporate plan of arrangement (a “CBCA Plan”) under the Canada Business Corporations Act (the “CBCA”). Completion of the Recapitalization Transaction will be subject to, among other things, approval of the CBCA Plan by the Senior Unsecured Noteholders and Convertible Debentureholders, other stakeholder approvals as may be required by the Ontario Superior Court of Justice (Commercial List) (the “Court”) and the TSX, any applicable regulatory approvals and the approval of the Court.

In connection with the completion of the Recapitalization Transaction, the Corporation has also agreed to (i) amend the exercise price of the warrants issued to the holders of Existing Second Lien Notes (the “Existing Second Lien Noteholders”) to reflect plan equity value; and (ii) issue to the Existing Second Lien Noteholders additional warrants which, together with those warrants currently held by such holders, would be exercisable for Common Shares equal to approximately 5% of the number of Common Shares outstanding immediately following the implementation of the Recapitalization Transaction. The Common Shares issuable to such warrants upon exercise would dilute all Common Shares outstanding following the completion of the Recapitalization Transaction, including the new Common Shares issued to the Senior Unsecured Noteholders and the Convertible Debentureholders pursuant to the Recapitalization Transaction.

In connection with the Recapitalization Transaction, it is anticipated that Bellatrix will continue from the Business Corporations Act (Alberta) (“ABCA”) to the CBCA ( the “Continuance”).

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Board of Directors Recommendation

Bellatrix, overseen by a special committee (the “Special Committee”) comprised of independent members of the Board of Directors, with the assistance of the Corporation’s legal and financial advisors, and in consultation with key stakeholders, conducted a review of potential strategic alternatives available to the Corporation to address its outstanding debt and strengthen its overall financial position. The Corporation has carefully reviewed and considered, among other things, its overall capital structure and financial condition, its debt levels and cash interest expense, upcoming maturities in respect of certain of the Corporation’s debt, challenging industry dynamics and weakened commodity prices, its review of potential alternatives, its comprehensive discussions with key stakeholders, the terms of the proposed Recapitalization Transaction and connected transactions, and the Corporation’s goals of improving its capital structure and financial flexibility. After its review and consultation process, the Corporation concluded that the Recapitalization Transaction represents the best alternative available to the Corporation and its stakeholders at this time.

Peters & Co. Limited (“Peters & Co”), an independent financial advisor to the Special Committee and the Board of Directors, has provided opinions to the Special Committee and the Board of Directors that: (i) the Senior Unsecured Noteholders, the Convertible Debentureholders and the Existing Shareholders would be in a better financial position, respectively, under the Recapitalization Transaction than if the Corporation were liquidated as, in each case, the estimated aggregate value of the consideration made available to Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders, respectively, pursuant to the Recapitalization Transaction would exceed the estimated value the Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders would receive in a liquidation, respectively; and (ii) the Recapitalization Transaction is fair, from a financial point of view, to the Corporation.

The Board of Directors unanimously determined that the Recapitalization Transaction is in the best interests of the Corporation and its stakeholders. This determination was made after careful consideration and based on a number of factors, including the opinion of Peters & Co, legal advice from the Corporation’s counsel, financial advice from the Corporation’s financial advisor, the facts and circumstances facing the Corporation, the terms of the Recapitalization Transaction and the recommendation of the Special Committee to approve the Recapitalization Transaction. Based on the foregoing, the Board of Directors unanimously recommends that all Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders support and vote in favour of the Recapitalization Transaction and the CBCA Plan.

Support Agreements

In connection with the Recapitalization Transaction, Bellatrix entered into the Support Agreements. Pursuant to the Support Agreements, the Initial Consenting Noteholders, who hold approximately 90% of the outstanding Senior Unsecured Notes, and the Initial Consenting Debentureholder, who holds approximately 50% of the outstanding Convertible Debentures, have, among other things, agreed to support the Recapitalization Transaction.

Consent Agreements

The Corporation has also entered into consent agreements (the “Consent Agreements”) with the Existing Second Lien Noteholders, and the lenders (the “First Lien Lenders”) under the Corporation’s Credit Facility, pursuant to which the Existing Second Lien Noteholders and the First Lien Lenders have, among other things, agreed to waive certain potential defaults under the terms and conditions of the Existing Second Lien Notes and Credit Facility which may result from the Corporation’s commencement of proceedings under the CBCA, subject to the terms of those agreements.

Bellatrix Securityholder Meetings

The Corporation intends to hold separate meetings (the “Meetings”) of its Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders to vote, as necessary, on the CBCA Plan and certain related matters, including the Continuance, subject to approval and direction from the Court in the

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Proceedings to be commenced by the Corporation under the CBCA (the “CBCA Proceedings”). It is anticipated that the Meeting of Existing Shareholders in respect of the matters to be approved in connection with the CBCA Plan will be held concurrently with the Corporation’s annual meeting of shareholders. The record date for voting at the Meetings and additional information in respect of the Meetings will be made publicly available by the Corporation. In accordance with the ABCA, registered Existing Shareholders will have the right to dissent to the special resolution in respect of the Continuance.

As part of the Court approval of the CBCA Plan, the Corporation expects to seek a permanent waiver of (i) any and all defaults resulting from the commencement of the CBCA Proceedings or the steps or transactions related to the CBCA Proceedings or Recapitalization Transaction; and (ii) third party change of control provisions that may be triggered by the implementation of the Recapitalization Transaction.

Upon implementation, the CBCA Plan would bind all Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders. Bellatrix anticipates the Recapitalization Transaction to be completed by the end of May 2019.

Copies of the transaction term sheets in respect of the Recapitalization Transaction, the forms of the Support Agreements and the forms of Consent Agreements are available on the Corporation’s profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.shtml.

5.2        Disclosure for Restructuring Transactions

N/A

6. Reliance on Subsection 7.1(2) of National Instrument 51-102:

N/A

7. Omitted Information:

N/A

8. Executive Officer:

For further information concerning the material change described herein, please contact:

Steve Toth

CFA, Vice President, Investor Relations & Corporate Development

Telephone:        (403) 750-1270

9. Date of Report:

April 5, 2019

Forward Looking Information and Statements

Certain information contained in this material change report may contain forward looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this material change report contains forward-looking statements concerning: key terms of the Recapitalization Transaction and the effect of its implementation on the Senior Unsecured Noteholders, the Convertible Debentureholders, the Existing Shareholders and the Corporation; stakeholder support for the Recapitalization Transaction; the holding and timing of, and matters to be considered at the Meetings as well as with respect to voting at such Meetings; the capital structure of the Corporation

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following the implementation of the Recapitalization Transaction; the Corporation’s continuance under the CBCA; the Corporation’s commencement of the CBCA Proceedings in respect of the CBCA Plan and the relief to be sought in such proceedings; the public posting of materials and information related to the Recapitalization Transaction and the anticipated commencement of CBCA Proceedings; the appointment of the nominees of the Initial Consenting Noteholders to the Board of Directors upon the implementation of the Recapitalization Transaction; the requisite approvals required by the Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders; changes to governance matters which may be implemented upon the agreement of the Corporation and Initial Consenting Noteholders; the expected process for and timing of implementing the Recapitalization Transaction; and the effect of the Recapitalization Transaction.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Corporation to significantly reduce its debt and annual interest payments and the terms of any such reduction; the ability of the Corporation to realign its capital structure and the timing thereof; the ability of the Corporation to receive all necessary regulatory, court, third party and stakeholder approvals in order to complete the Recapitalization Transaction; the ability of the Corporation to achieve its financial goals including with respect to the nature of any agreement with its debtholders; the ability of the Corporation to operate in the ordinary course during the CBCA Proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; the ability of the Corporation to continue as a going concern; the ability of the Corporation to continue to realize its assets and discharge its liabilities and commitments; the Corporation’s future liquidity position, and access to capital, to fund ongoing operations and obligations (including debt obligations); the ability of the Corporation to stabilize its business and financial condition; the ability of the Corporation to implement and successfully achieve its business priorities; the ability of the Corporation to comply with its contractual obligations, including, without limitation, its obligations under debt arrangements; the general regulatory environment in which the Corporation operates; the tax treatment of the Corporation and the materiality of any legal and regulatory proceedings; the general economic, financial, market and political conditions impacting the industry and markets in which the Corporation operates; the ability of the Corporation to sustain or increase profitability, fund its operations with existing capital and/or raise additional capital to fund its operations; the ability of the Corporation to generate sufficient cash flow from operations; the impact of competition; the ability of the Corporation to obtain and retain qualified staff, equipment and services in a timely and efficient manner (particularly in light of the Corporation’s efforts to restructure its debt obligations); and the ability of the Corporation to retain members of the senior management team, including but not limited to, the officers of the Corporation.

Events or circumstances may cause actual results to differ materially from those predicted, as a result of the risk factors set out and other known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Bellatrix. In addition, forward looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect and which have been used to develop such statements and information in order to provide stakeholders with a more complete perspective on Bellatrix’s future operations. Such information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Corporation believes that the expectations reflected in such forward looking statements or information are reasonable, undue reliance should not be placed on forward looking statements because the Corporation can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: the assumption that the Corporation will achieve the expected benefits of the Recapitalization Transaction; the assumption that the Corporation will be able to satisfy the conditions of the Recapitalization Transaction and close the Recapitalization Transaction on the terms and timing as currently expected; oil and natural gas prices and differentials between light, medium and heavy oil prices; corporate production rates and reserve volumes; the impact of competition; the general stability of the economic and political environment in which Bellatrix operates; the timely receipt of any required regulatory approvals; the ability of the operator of the projects which Bellatrix has an interest in, to operate the field in a safe, efficient and effective manner; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development and exploration; the timing and costs of pipeline, storage and facility construction and expansion and the ability of Bellatrix to secure adequate product transportation; future commodity prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Bellatrix operates; and the ability of Bellatrix to successfully market its oil and natural gas products. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Additional information on these and other factors that could affect Bellatrix’s operations and financial

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results are included in reports, including under the heading “Risk Factors” in the Corporation’s annual information form for the year ended December 31, 2018, on file with Canadian and United States securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com/edgar/shtml), through the SEC website (www.sec.gov), and at Bellatrix’s website (www.bxe.com). Furthermore, the forward looking statements contained herein are made as at the date hereof and Bellatrix does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

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EX-99.2

Exhibit 99.2

CONSENT AND SUPPORT AGREEMENT

This consent and support agreement dated as of March 28, 2019 (together with all schedules annexed hereto and incorporated herein, the “Agreement”) is entered into by and among: (i) Bellatrix Exploration Ltd. (the “Company”), and (ii) each of the other signatories to this Agreement (or a Joinder Agreement (as defined herein)) (each a “Consenting Noteholder”, and collectively the “Consenting Noteholders”), with each Consenting Noteholder being a holder of, and/or investment advisor or manager with sole investment discretion with respect to holdings in, the Company’s 8.5% senior unsecured notes due 2020 (“Existing Senior Unsecured Notes”) issued pursuant to the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee (“Existing Senior Unsecured Notes Trustee”), as amended from time to time (the “Existing Senior Unsecured Notes Indenture”), regarding a recapitalization transaction (the “Transaction”) pursuant to which, among other things, all of the Company’s Existing Senior Unsecured Notes will be exchanged for New Second Lien Notes, New Third Lien Notes and New Common Shares (each as defined herein) pursuant to a plan of arrangement (the “CBCA Plan”) to be implemented pursuant to proceedings (the “CBCA Proceedings”) under the Canada Business Corporations Act (the “CBCA”), subject to the terms and conditions set forth in this Agreement and the term sheet attached hereto as Schedule “C” (the “Term Sheet”), and/or as may otherwise be agreed by the Company and the Initial Consenting Noteholders (as defined herein).

Capitalized terms used but not otherwise defined in the main body of this Agreement have the meanings given to them in Schedule “A” hereto or the Term Sheet, as applicable. The Company and the Consenting Noteholders are collectively referred to herein as the “Parties” and each of the Company and each Consenting Noteholder is a “Party”.

In consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

1. Transaction

The principal terms of the Transaction (the “Transaction Terms”) as agreed among the Parties are set forth in this Agreement and the Term Sheet, and will be set forth in the CBCA Plan. The Term Sheet is incorporated herein and made part of this Agreement. In the case of a conflict between the provisions contained in the main body of this Agreement and the Term Sheet, the provisions of the Term Sheet shall govern. In the case of a conflict between the provisions contained in this Agreement or the Term Sheet and the CBCA Plan, the terms of the CBCA Plan shall govern.

2. Representations and Warranties of the Consenting Noteholders

Each Consenting Noteholder, severally and not jointly, hereby represents and warrants to the Company (and hereby acknowledges that the Company is relying upon such representations and warranties) that:

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(a) as of the date hereof, it (i) is the sole legal and beneficial owner of, or (ii) has the sole voting and investment discretion over, and the power and authority to bind the beneficial owner(s) of, the following:

(i) Existing Senior Unsecured Notes in the aggregate principal amount set forth on its signature page to this Agreement (or its Joinder Agreement) (such Existing Senior Unsecured Notes being the “Relevant Senior Unsecured Notes”, and the principal amount of the Relevant Senior Unsecured Notes together with all obligations in respect of the Relevant Senior Unsecured Notes, including all accrued and unpaid interest and any other amount that such Consenting Noteholder is entitled to claim in respect of the Relevant Senior Unsecured Notes, being its “Total Senior Unsecured Debt”), and no other Existing Senior Unsecured Notes;

(ii) First Lien Debt in the aggregate principal amount set forth on its signature page to this Agreement (or its Joinder Agreement) (such First Lien Debt being the “Relevant First Lien Debt”, and the principal amount of the Relevant First Lien Debt together with all obligations in respect of the Relevant First Lien Debt, including all accrued and unpaid interest and any other amount that such Consenting Noteholder is entitled to claim in respect of the Relevant First Lien Debt, being its “Total First Lien Debt”), and no other First Lien Debt;

(iii) Existing Second Lien Notes in the aggregate principal amount set forth on its signature page to this Agreement (or its Joinder Agreement) (such Existing Second Lien Notes being the “Relevant Second Lien Notes”, and the principal amount of the Relevant Second Lien Notes together with all obligations in respect of the Relevant Second Lien Notes, including all accrued and unpaid interest and any other amount that such Consenting Noteholder is entitled to claim in respect of the Relevant Second Lien Notes, being its “Total Second Lien Debt”), and no other Existing Second Lien Notes;

(iv) Convertible Debentures in the aggregate principal amount set forth on its signature page to this Agreement (or its Joinder Agreement) (such Convertible Debentures being the “Relevant Convertible Debentures”, and the principal amount of the Relevant Convertible Debentures together with all obligations in respect of the Relevant Convertible Debentures, including all accrued and unpaid interest and any other amount that such Consenting Noteholder is entitled to claim in respect of the Convertible Debentures, being its “Total Convertible Debt”), and no other Convertible Debentures; and

(v) that number of Existing Shares set forth on its signature page to this Agreement (or its Joinder Agreement) (such Existing Shares being the “Relevant Shares”), and no other Existing Shares;

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(b) it has the power and authority to vote or direct the voting of its Relevant Debt and Relevant Shares;

(c) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and it has all requisite corporate power and corporate capacity to enter into this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby;

(d) the execution and delivery of, and performance by such Consenting Noteholder of its obligations under, this Agreement do not (i) contravene its certificate of incorporation, articles, by-laws, partnership or membership agreement, limited partnership agreement or other organizational documents, as applicable, (ii) violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to it or any of its assets, or (iii) conflict with, result in the breach of, constitute a default under, or require a consent under any contract material to such Consenting Noteholder, to the extent such conflict, breach or default could reasonably be expected to prevent or delay the consummation of the Transaction;

(e) assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of such Consenting Noteholder, enforceable against it in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity;

(f) it (i) is a sophisticated party with sufficient knowledge and experience to properly evaluate the terms and conditions of this Agreement; (ii) has conducted its own analysis and made its own decision, in the exercise of its independent judgment, to enter into this Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and (iv) has not relied on the analysis or the decision of any Person other than its own members, employees, representatives or independent advisors;

(g) neither its Relevant Debt nor its Relevant Shares are subject to any liens, charges, encumbrances, obligations or other restrictions that would reasonably be expected to adversely affect its ability to perform its obligations under this Agreement, including its obligations under Section 4;

(h) except as contemplated by this Agreement, such Consenting Noteholder has not deposited any of its Relevant Debt or Relevant Shares into a voting trust, or granted (or permitted to be granted) any proxies or powers of attorney or attorney in fact, or entered into a voting agreement, understanding or arrangement, with respect to the voting of its Relevant Debt or Relevant Shares where such trust, grant, agreement, understanding or arrangement would reasonably be expected to adversely affect the ability of such Consenting Noteholder to comply with its obligations under this Agreement, including its obligations under Section 4;

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(i) other than, to the extent applicable in connection with a CBCA Plan, (i) the Interim Order and any approvals required by the Interim Order, and (ii) the Final Order, no authorization, approval, license, permit, order, authorization of, or registration, declaration or filing with, any third party or Governmental Entity is required to be obtained or made by or with respect to such Consenting Noteholder in connection with the execution, delivery and performance by the Consenting Noteholder of this Agreement and consummation of the transactions herein or the performance of its obligations hereunder;

(j) to the best of its knowledge, after due inquiry, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against it or any of its properties that, individually or in the aggregate, would reasonably be expected to impair such Consenting Noteholder’s ability to execute and deliver this Agreement and to comply with its terms; and

(k) it is resident in the jurisdiction indicated on its signature page to this Agreement.

3. The Company’s Representations and Warranties

The Company hereby represents and warrants to each Consenting Noteholder (and the Company hereby acknowledges that each Consenting Noteholder is relying upon such representations and warranties) that:

(a) the Board has approved the Transaction;

(b) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and it has all requisite corporate power and corporate capacity to enter into this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby;

(c) the execution and delivery of this Agreement by it and satisfaction of the obligations hereunder, and the completion of the transactions contemplated herein do not and will not, subject to obtaining all requisite approvals required in connection with the CBCA Plan (i) violate or conflict in any material respect with any Law applicable to it or any of its property or assets or (ii) result (with due notice or the passage of time or both) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under its certificate of incorporation, articles, by-laws or other organizational or similar documents;

(d) assuming the due authorization, execution and delivery by the Consenting Noteholders, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity;

(e) it (i) is a sophisticated party with sufficient knowledge and experience to properly evaluate the terms and conditions of this Agreement; (ii) has conducted its own

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analysis and made its own decision, in the exercise of its independent judgment, to enter into this Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and (iv) has not relied on the analysis or the decision of any Person other than its own members, employees, representatives or independent advisors;

(f) to the best of its knowledge, after due inquiry, there is not now pending or threatened against it, nor has it received written notice in respect of, any claim, potential claim, litigation, action, suit, arbitration or other proceeding by or before any Governmental Entity, which would reasonably be expected to impair its ability to execute and deliver this Agreement and to comply with its terms;

(g) no Event of Default (as defined under the Existing Senior Unsecured Notes Indenture) has occurred or is continuing under the Existing Senior Unsecured Notes Indenture or the Existing Senior Unsecured Notes other than as may be contemplated by the terms of this Agreement;

(h) as of the date hereof, there is no pending agreement, understanding, negotiation or discussion (in each case, whether oral or written) with respect to any Superior Proposal;

(i) there are no agreements (whether oral or written) with any director or officer of the Company pursuant to which any payment or other compensation is owed or will be owed, in each case directly as a result of the implementation of the Transaction, other than the agreements or information provided to the Initial Consenting Noteholder Advisors as of the date hereof;

(j) it and its directors, officers and employees have and are conducting its business in material compliance with all applicable Laws (including any Laws regarding the environment and all permits, licenses and other authorizations which are required thereunder) and it has not received any notice or has otherwise been advised that, it or its directors, officers or employees are not in material compliance with such Laws (including any Laws regarding the environment and all permits, licenses and other authorizations which are required thereunder);

(k) except as disclosed in the Information, it has no material liabilities or obligations (whether absolute, accrued, contingent or otherwise) other than liabilities incurred in the ordinary course of business;

(l) except as disclosed in the Information, to the best of its knowledge, after due inquiry, there is no material litigation or other claims commenced or threatened in writing against it that would reasonably be expected to result in a material adverse change in respect of the Company;

(m) the financial statements issued by the Company on or after January 1, 2018, fairly reflect in all material respects as of the dates thereof, the consolidated financial condition of the Company and the results of its operations for the periods covered thereby and have been prepared in accordance with IFRS and, since November 1,

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2018, there has been no material adverse change in the consolidated financial condition of the Company or its properties, assets, condition or undertakings;

(n) it has complied with its public reporting obligations under applicable securities Laws in all material respects and all documents filed by the Company with the relevant securities regulators: (i) complied with all applicable securities Laws in all material respects; and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(o) it is authorized to issue an unlimited number of common shares and 95,978,621 preferred shares, of which 80,909,225 common shares as of the date hereof and 0 preferred shares are issued and outstanding, and it has no other capital stock authorized or issued and outstanding, other than no more than 1,140,704 restricted share units, 763,075 performance share units, 821,954 deferred share units and 952,532 stock options outstanding and unvested warrants exercisable for 3,088,205 common shares; and, other than the foregoing, there are no other outstanding options, warrants, convertible securities (other than the Convertible Debentures) or rights of any kind to purchase or otherwise acquire capital stock or other securities of the Company; and

(p) no order halting or suspending trading in securities of the Company or prohibiting the sale of such securities has been issued to and is outstanding against the Company, and to the best of its knowledge, after due inquiry, no investigations or proceedings for such purpose are pending or threatened.

4. Consenting Noteholders’ Covenants and Consents

Commencing on the date hereof and continuing until the date this Agreement is terminated as to such Consenting Noteholder, subject to, and in consideration of, the matters set forth in this Agreement, each Consenting Noteholder (severally and not jointly) hereby acknowledges, covenants and agrees:

(a) subject to the terms and conditions of this Agreement, that it agrees to and shall support the Transaction and the Transaction Terms in respect of all of its Relevant Debt and Relevant Shares, and to the implementation of the Transaction pursuant to a CBCA Plan;

(b) not to, directly or indirectly:

(i) sell, assign, lend, pledge, mortgage or hypothecate, dispose or otherwise transfer (in each case, “Transfer”) any of its Relevant Debt or Relevant Shares, or any rights or interests therein, including, but not limited to, the right to vote (or permit any of the foregoing with respect to any of its Relevant Debt or Relevant Shares), or enter into any agreement, arrangement or understanding in connection therewith, except with the prior written consent of the Company; provided that, subject to applicable

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Laws, without the consent of the Company, (i) each Consenting Noteholder may Transfer its Relevant Debt and/or Relevant Shares to another Consenting Noteholder, provided that such transferring Consenting Noteholder shall within three (3) Business Days of such Transfer provide written notice to the Company and Goodmans LLP advising of (A) the Transfer by such Consenting Noteholder of Relevant Debt and/or Relevant Shares, and (B) the principal amount of Relevant Debt and/or the number of Relevant Shares subject to the Transfer, as applicable, (ii) each Consenting Noteholder may Transfer its Relevant Debt and/or Relevant Shares to another fund or account or Affiliate that is managed by such Consenting Noteholder or any Affiliate of such Consenting Noteholder and for which such Consenting Noteholder has (and continues to exercise) sole voting and investment discretion with respect to the Relevant Debt and Relevant Shares subject to such Transfer, and such Consenting Noteholder shall continue to be bound by this Agreement in respect of all of the Relevant Debt and Relevant Shares, and (iii) each Consenting Noteholder may Transfer its Relevant Debt and/or Relevant Shares to any other entity that first agrees in writing to be bound by the terms of this Agreement by executing and delivering a Joinder Agreement to Goodmans LLP and counsel to the Initial Consenting Noteholders (in each case, a “Transferee”) with respect to the transferred Relevant Debt and/or Relevant Shares, in which event the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement in respect of such transferred Relevant Debt and/or Relevant Shares only. Any Transfer that does not comply with this Section 4(b)(i) shall be void ab initio;

(ii) except as contemplated by this Agreement, deposit any of its Relevant Debt or Relevant Shares into a voting trust, or grant (or permit to be granted) any proxies or powers of attorney or attorney in fact, or enter into a voting agreement, understanding or arrangement, with respect to the voting of its Relevant Debt or Relevant Shares if such trust, grant, agreement, understanding or arrangement would be reasonably expected to adversely impact the ability of the Consenting Noteholder to comply with its obligations under this Agreement, including the obligations in Section 4 of this Agreement;

provided that notwithstanding anything herein to the contrary, and subject to applicable Law: (i) a Consenting Noteholder may Transfer its Relevant Debt or Relevant Shares to an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) without the requirement that the Qualified Marketmaker become a Consenting Noteholder; provided that (A) such Qualified Marketmaker must Transfer such right, title, or interest in such Relevant Debt or Relevant Shares within ten (10) Business Days after its receipt thereof to a transferee that is or becomes (by executing a Joinder Agreement in accordance with this Agreement) a Consenting Noteholder at the time of such Transfer, (B) the transferor Consenting Noteholder shall be solely responsible for the Qualified

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Marketmaker’s failure to comply with the requirements of this Section, and (C) any Transfer that does not comply with the terms and procedures set forth herein shall be deemed void ab initio and the Company and each of the Consenting Noteholders shall have the right to enforce the voiding of such Transfer; and (ii) to the extent that a Consenting Noteholder is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in its Relevant Debt and/or Relevant Shares that the Qualified Marketmaker acquires from a holder of such Relevant Debt and/or Relevant Shares who is not a Consenting Noteholder without the requirement that the transferee be or become a Consenting Noteholder. For these purposes, a “Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against the Company (including debt securities or other debt) or enter with customers into long and short positions in claims against the Company (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against the Company, and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt);

(c) that if a Consenting Noteholder acquires additional Existing Senior Unsecured Notes, First Lien Debt, Existing Second Lien Notes, or Convertible Debentures other than the Relevant Debt (“Additional Debt”) or additional Existing Shares of the Company other than the Relevant Shares (the “Additional Shares”) that are not otherwise subject to this Agreement, such Additional Debt and/or Additional Shares shall automatically and immediately upon acquisition by such Consenting Noteholder be deemed to constitute Relevant Debt (together with all accrued and unpaid interest thereon and any other amounts that the Consenting Noteholder is entitled to claim in respect of the Additional Debt) and Relevant Shares, respectively, of such Consenting Noteholder subject to all of the terms of this Agreement, and such Consenting Noteholder hereby agrees to provide written notice to the Company and Goodmans LLP advising of (i) the acquisition by such Consenting Noteholder of Additional Debt or Additional Shares, (ii) the principal amount of Additional Debt or the number of Additional Shares acquired by such Consenting Noteholder, as applicable, and (iii) the date of such acquisition, within three (3) Business Days of any such acquisition;

(d) not to take any action, directly or indirectly, that is inconsistent with its obligations under this Agreement or that would frustrate, hinder or delay the consummation of the Transaction; provided that nothing in this Agreement shall restrict, limit, prohibit, or preclude, in any manner not inconsistent with its obligations under this Agreement, any of the Consenting Noteholders from (A) appearing in Court with respect to any motion, application or other documents filed by the Company and objecting to the relief requested therein to the extent such relief is inconsistent with terms of this Agreement, (B) enforcing any rights under this Agreement, including any consent or approval rights set forth herein, or (C) contesting whether any matter, fact or thing is a breach of, or is inconsistent with, this Agreement, or exercising any rights or remedies reserved herein;

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(e) to vote (or cause to be voted) all of its Relevant Debt and Relevant Shares, as applicable:

(i) by the Consent Date, in favour of the approval, consent, ratification and adoption of the CBCA Plan (and any actions required in furtherance thereof) in accordance with the terms herein; and

(ii) against the approval, consent, ratification and adoption of any matter or transaction for the Company that, if approved, consented to, ratified or adopted could reasonably be expected to delay, challenge, frustrate or hinder the consummation of the Transaction and/or the CBCA Plan, as applicable;

and that it shall tender its proxy or voting instructions for any such vote in a timely manner in compliance with any applicable deadlines; provided that, for certainty, in respect of the CBCA Plan, it shall tender its proxy or voting instructions in favour of the CBCA Plan by the Consent Date; and provided further that such vote shall (unless such Consenting Noteholder notifies the Company in writing otherwise) be deemed immediately revoked, withdrawn and void ab initio upon termination of this Agreement prior to the consummation of the CBCA Plan pursuant to the terms thereof;

(f) not to propose, file, solicit, vote for (or cause to vote for ), agree to or otherwise support any alternative offer, transaction (including exchange transaction), restructuring, liquidation, workout or plan of compromise or arrangement or reorganization of or for the Company, including, without limitation, any proceeding or plan of arrangement under the CBCA, other legislation or otherwise, or note exchange transaction pursuant to an exchange offer or otherwise, that is inconsistent with the Transaction or this Agreement;

(g) to use its commercially reasonable efforts to support, and to instruct the Initial Consenting Noteholder Advisors to support, all motions filed by the Company in the CBCA Proceedings that are consistent with and in furtherance of this Agreement, the Transaction and the CBCA Plan;

(h) if requested by the Company, to use commercially reasonable efforts to assist to the extent possible the Company in obtaining any required regulatory approvals and/or required material third party approvals to effect the Transaction, in each case at the sole expense of the Company;

(i) to execute any and all documents and perform any and all commercially reasonable acts required by this Agreement to satisfy its obligations hereunder and complete the Transaction pursuant to the terms hereof, including any consent, approval, amendment or waiver reasonably requested by the Company that is consistent with this Agreement;

(j) that, pursuant to this Agreement, any default or event of default under the Existing Senior Unsecured Notes that may occur solely as a direct result of the

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commencement and/or continuation of the CBCA Proceedings for the purpose of implementing the Transaction (the “CBCA Matter”) is hereby waived, which waiver shall survive any termination of this Agreement; provided, however, in the event that the CBCA Proceedings result, directly or indirectly, in an event of default under the Revolving Credit Facility, the Existing Second Lien Notes or the Convertible Debentures (except to the extent (i) subject to a stay under the CBCA Proceedings, during the period of the stay, (ii) waived pursuant to an express waiver thereof from the requisite majority of holders of such debt, for so long as such waiver remains in effect, or (iii) permanently released pursuant to a final and binding order of the Court) at any point in time after the date hereof, the Company shall promptly (and in any case within one (1) Business Day) upon becoming aware thereof provide written notice (which may be through electronic mail) of such event of default to the Initial Consenting Noteholders and the waiver contained in this Section 4(j) shall be terminated as a result thereof upon notice by the Initial Consenting Noteholders to the Company. For the avoidance of doubt, the CBCA Matter shall not include any other voluntary or involuntary proceeding commenced by or against the Company under any Bankruptcy Law (as defined in the Existing Senior Unsecured Notes Indenture) other than the CBCA Proceedings;

(k) to forbear from enforcing any right or take any action or initiate any proceeding in respect of any non-payment by the Company of (i) interest in respect of the Existing Senior Unsecured Notes, and (ii) interest in respect of the Convertible Debentures, in each case while this Agreement is in effect (collectively, the “Interest Non-Payment”) during the period commencing on the date hereof and ending on the termination of this Agreement (“Forbearance Period”), provided that, (A) if the cure period under Section 501(1) of the Existing Senior Unsecured Notes Indenture shall have expired at the end of such Forbearance Period, such cure period shall be deemed to be extended for a period of five (5) Business Days from the date such Forbearance Period terminated, (B) all of such Consenting Noteholder’s rights and remedies to enforce the Interest Non-Payment shall be preserved during the term of this Agreement and (C) upon termination of this Agreement (other than pursuant to Section 11(f) hereof), such Consenting Noteholder shall be entitled to exercise all of its rights and remedies to enforce the Interest Non-Payment (subject to any extension of the cure period pursuant to clause (i) of this Section 4(k)), and for greater certainty, on implementation of the Transaction (if so implemented), all accrued and unpaid interest in respect of the Existing Senior Unsecured Notes or the Convertible Debentures shall be addressed as set out in the Term Sheet;

(l) to consent in the CBCA Proceedings to a stay of proceedings in respect of any default as a result of the CBCA Matter or any Interest Non-Payment (and to direct any trustee or agent in respect of any of the Relevant Debt to consent to such stay);

(m) to forbear from exercising (or directing any trustee or agent in respect of any of the Relevant Debt to exercise) any remedies, powers or privileges, or from

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instituting (or directing any trustee or agent in respect of any of the Relevant Debt to institute) any enforcement actions or collection actions, with respect to any obligations under the Relevant Debt in connection with (i) the CBCA Matter or (ii) during the Forbearance Period, any Interest Non-Payment. For the avoidance of doubt, the forbearances, waivers and agreements set forth in Sections 4(j), 4(k), 4(l) and 4(m) hereof in respect of the CBCA Matter and the Interest Non-Payment shall not constitute a release or waiver with respect to any other defaults or events of default under the Existing Senior Unsecured Notes Indenture (or any guarantee, security and collateral documents related thereto) and shall not bar any Consenting Noteholder from filing a proof of claim or taking any action to establish and have allowed the amount of its claim. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any right of any Consenting Noteholder or the ability of each of the Consenting Noteholders to protect and preserve its rights, remedies and interests, including its claims against the Company and the Company acknowledges and confirms that, except as set forth in Sections 4(j), 4(k), 4(l) and 4(m) hereof, nothing in this Agreement amends, modifies, or waives in any respect any obligation of the Company to pay in accordance with the Existing Senior Unsecured Notes Indenture and to the extent permitted under applicable law (i) interest, (ii) any make-whole amounts (to the extent permitted under applicable law), and (iii) any fees, costs and expenses as set forth in the Existing Senior Unsecured Notes Indenture and this Agreement (including the Term Sheet). If the transactions contemplated hereby are not consummated, or if this Agreement is terminated for any reason, subject to Section 4(j), the Parties fully reserve any and all of their rights, and the forbearances, waivers and agreements provided for herein shall, subject to Section 4(j), in no way prejudice or impair any rights, remedies, claims or defenses of any Party, including but not limited to any assertion to the effect that the passage of time in any way impacts exercise of such rights, remedies, claims or defenses. Upon the expiry of the Forbearance Period, the agreement of the Consenting Noteholders hereunder to forbear from exercising rights and remedies shall immediately and automatically terminate without requirement of any demand, presentment, protest, or notice of any kind, all of which the Company hereby waives (to the extent permitted by applicable law), subject for certainty to Section 4(j). In the event a Consenting Noteholder Transfers its Relevant Debt and/or Relevant Shares pursuant to Section 4(b) hereof, the Transferee shall, immediately upon Transfer, be bound by this Agreement, including, without limitation, Sections 4(j), 4(k), 4(l) and 4(m) hereof;

(n) subject at all times to Sections 13 and 15, to the existence and terms of this Agreement, the Transaction and the Transaction Terms being set out in any public disclosure, including, without limitation, press releases and court materials, produced by the Company, and to this Agreement being filed on SEDAR and/or EDGAR and with the Court in connection with any CBCA Proceedings, as applicable; provided, for certainty, that the disclosure of any individual holdings of Relevant Debt and/or Relevant Shares of any Consenting Noteholder shall be in compliance with Section 13 herein; and

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(o) that it is dealing with each of the other Consenting Noteholders at arm’s length for the purposes of the Income Tax Act (Canada) and that it will not, after the Effective Date, act in concert as a group without separate interests with any of the other Consenting Noteholders with respect to its investment the Company.

5. Company’s Covenants

Commencing on the date hereof and continuing until the date this Agreement is terminated as to the Company, subject to, and in consideration of, the matters set forth in this Agreement, the Company hereby acknowledges, covenants and agrees:

(a) to the Transaction Terms and to support and take all reasonable actions necessary to implement the Transaction in accordance with this Agreement and on the timetable set forth herein;

(b) to file the CBCA Plan on a timely basis consistent with the terms and conditions of this Agreement, recommend that any Person entitled to vote on the CBCA Plan vote in favour of the CBCA Plan, take all commercially reasonable actions necessary to obtain any regulatory approvals required to implement the Transaction and to achieve the following timeline (which timeline may be extended at any time as agreed in writing (which may be by email) by the Company and the Initial Consenting Noteholders):

(i) filing the application in the CBCA Proceedings seeking the Interim Order by no later than April 18, 2019;

(ii) obtain approval of the Interim Order by the Court by no later than April 18, 2019;

(iii) obtain approval of the Final Order by the Court by no later than June 12, 2019; and

(iv) implement the Transaction pursuant to the CBCA Plan on or prior to the Outside Date;

(c) to provide draft copies of all motions or applications and other material documents with respect to the Transaction and the CBCA Plan that the Company intends to file with the Court in connection with the CBCA Proceedings to the Initial Consenting Noteholder Advisors at least three (3) Business Days prior to the date when the Company intends to file or otherwise disseminate such documents (or, where circumstances make it impracticable to allow for three (3) Business Days’ review, with as much opportunity for review and comment as is practically possible in the circumstances), and all such filings and other documents submitted to the Court shall be in a form consistent with this Agreement and otherwise acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably;

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(d) not to, directly or indirectly, without the prior written consent (which may be by email) of the Initial Consenting Noteholders, modify the Transaction, in whole or in part, in a manner that is inconsistent with the terms of this Agreement, or take any action that is materially inconsistent with, or is intended or is likely to interfere with or delay the consummation of, the Transaction;

(e) to use reasonable efforts to timely file, where applicable, a formal objection to any action by any Person seeking to object to, delay, impede or take any other action to interfere with the approval of implementation of the Transaction;

(f) to use commercially reasonable efforts to (A) preserve intact in all material respects the current business operations of the Company, (B) keep available the services of its current officers and key employees (in each case, other than voluntary resignations, terminations for cause, or terminations consistent with applicable fiduciary duties), and (C) preserve in all material respects its relationships with customers, suppliers, distributors, and others, in each case, having material business dealings with the Company (other than terminations for cause or consistent with applicable fiduciary duties);

(g) to promptly, but in no event later than four (4) Business Days from Company Key Personnel becoming aware of the occurrence thereof, notify the Initial Consenting Noteholder Advisors of any material breach of a representation, warranty or covenant by the Company under this Agreement which would result in a failure to satisfy the conditions set out in Section 8 of this Agreement;

(h) to promptly, but in no event later than four (4) Business Days from Company Key Personnel becoming aware of the occurrence thereof, notify the Initial Consenting Noteholder Advisors of (i) any claims threatened or brought against it or (ii) any newly commenced governmental, regulatory, or third party litigations, investigations, or hearings, in case which may impede or delay the consummation of the Transaction;

(i) to promptly notify the Initial Consenting Noteholder Advisors if, at any time before the Effective Date, it becomes aware that any material application for a regulatory approval or any other material order, registration, consent, filing, ruling, exemption or approval under applicable Law contains a statement which is materially inaccurate or incomplete or of information that otherwise requires an amendment or supplement by the Company to such application, and the Company shall prepare such amendment or supplement as required;

(j) to use commercially reasonable efforts to obtain any and all required regulatory and/or third party approvals necessary for the implementation of the Transaction;

(k) except with the prior written consent of the Initial Consenting Noteholders, or as specifically permitted by this Agreement (including the Term Sheet) and the Transaction, to not: (i) prepay, redeem prior to maturity, defease, repurchase or make other prepayments in respect of any indebtedness for borrowed money; (ii)

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other than in the ordinary course of business consistent with past practice, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any indebtedness for borrowed money; (iii) create, incur, assume or otherwise cause or suffer to exist or become effective any new lien, charge, mortgage, hypothec or security interest of any kind whatsoever on, over or against any of its assets or property (except for any lien, charge, mortgage, hypothec or security interest that is incurred in the ordinary course of business and that is not material); or (iv) declare or pay any dividends or distributions on or in respect of any shares of the Company or redeem, retract, purchase or acquire any of such shares;

(l) to not, without the prior written consent of the Initial Consenting Noteholders, amend, modify, replace, terminate, repudiate, disclaim or waive any rights under or in respect of its Material Contracts (other than as expressly required by such Material Contracts, by this Agreement or in the ordinary course of performing its obligations under such Material Contracts) in any manner that would reasonably be expected to be materially adverse to the Company;

(m) to maintain good standing under the laws of the jurisdiction in which the Company and each of its subsidiaries is incorporated or organized, subject to the continuance of the Company to the CBCA contemplated in connection with the CBCA Plan;

(n) to use commercially reasonable efforts to continue to comply with the listing requirements of TSX;

(o) to provide, upon reasonable request and with reasonable prior notice, the Initial Consenting Noteholder Advisors or the Initial Consenting Noteholders that have entered into confidentiality agreements with the Company (including confidentiality agreements entered into prior to the date of this Agreement that remain in effect), or any of them, as the case may be, with reasonable access to the books and records of the Company and its subsidiaries and affiliates (other than books or records that are subject to solicitor-client privilege and subject to the Company having the right to not provide any material non-public information unless otherwise agreed by the Company and the applicable Initial Consenting Noteholder) for review in connection with the Transaction;

(p) to not seek discovery in connection with, prepare or commence any legal proceeding that challenges the amount, validity, enforceability or priority of the Relevant Debt or Relevant Shares of any Consenting Noteholder;

(q) to not make a determination that the implementation of the Transaction is deemed to result in a change of control under any equity or equity-linked incentive plan;

(r) to not: (i) materially increase compensation or severance entitlements or other benefits payable to its officers or directors, including by way of a key employee incentive plan, (ii) materially increase compensation or severance entitlements or

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other benefits payable to all or substantially all of the employees of the Company, or (iii) take or omit to take any action that would entitle any person to any bonus, lump sum, change of control, severance, retention or other payment any time prior to the last date that such person would be entitled to receive such payment in accordance with a binding written agreement with the Company (entered into prior to the date hereof or otherwise as required in accordance with applicable Law);

(s) except with the prior written consent of the Initial Consenting Noteholders, to not make any cash payment under any equity or equity-linked incentive plans (other than in respect of any existing equity awards in the ordinary course pursuant to the terms of the Company’s existing equity incentive plans);

(t) to comply with the terms and covenants of the Existing Senior Unsecured Notes Indenture other than any terms and covenants that may be breached as a result of (i) the commencement and/or continuation of the CBCA Proceedings, or (ii) the pursuit of the Transaction, including the entering into of any related documents, as specifically contemplated by this Agreement or the CBCA Plan, or otherwise agreed to by the Initial Consenting Noteholders;

(u) except with the prior written consent of the Initial Consenting Noteholders, to operate its business in the ordinary course of business, having regard to its current financial condition;

(v) to use all commercially reasonable efforts to have the New Second Lien Notes and the New Third Lien Notes rated by at least two credit rating agencies as of the Effective Date; and

(w) to pay the reasonable and documented outstanding fees and expenses of each of the Initial Consenting Noteholder Advisors in full in cash in accordance with each of their respective written agreements with the Company.

6. Negotiation of Documents

(a) Subject to the terms and conditions of this Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Transaction as set forth herein and the CBCA Plan, (ii) all matters concerning the pursuit, support and implementation of the Transaction as set forth herein and the CBCA Plan, and (iii) the satisfaction of each Party’s own obligations hereunder. Furthermore, subject to the terms and conditions of this Agreement, each of the Parties shall take such commercially reasonable actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings, in each case at the expense of the Company.

(b) Subject to the terms and conditions of this Agreement, each Party hereby covenants and agrees (i) to use its commercially reasonable efforts to negotiate, in

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good faith and consistent with this Agreement, the Definitive Documents and all ancillary documents relating thereto, as applicable, and (ii) to the extent it is party thereto, to execute, deliver and otherwise perform its obligations under such documents.

7. Conditions to Consenting Noteholders’ Voting Obligations

Each Consenting Noteholder’s obligation to vote in favour of the CBCA Plan pursuant to Section 4(e)(i) hereof shall be subject to the satisfaction of the following conditions, each of which may be waived in whole or in part, solely by the Initial Consenting Noteholders (provided that such conditions shall not be enforceable by the Consenting Noteholders if the failure to satisfy any such conditions results from an action, error or omission by or within the control of the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement):

(a) this Agreement shall not have been terminated;

(b) the Interim Order shall have been obtained on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof) and shall be in form and substance satisfactory to the Initial Consenting Noteholders, acting reasonably;

(c) the CBCA Plan and all other Definitive Documents filed by or on behalf of the Company in the CBCA Proceedings shall be in form and substance acceptable to the Initial Consenting Noteholders, acting reasonably;

(d) all orders made and judgments rendered by any competent court of law and all rulings and decrees of any competent regulatory body, agent or official in respect of the CBCA Proceedings and the Transaction shall be satisfactory to Initial Consenting Noteholders, acting reasonably;

(e) the Company shall have complied in all material respects with each covenant and obligation in this Agreement that is to be performed on or before the date that is three (3) Business Days prior to the Consent Date;

(f) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Consent Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement;

(g) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or

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commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Initial Consenting Noteholders, acting reasonably;

(h) all actions taken by the Company in furtherance of the Transaction and the CBCA Plan shall be consistent in all material respects with this Agreement; and

(i) the Company shall have provided the Initial Consenting Noteholder Advisors with a certificate signed by an officer of the Company certifying compliance with the terms of this Section 7 as of the Consent Date.

8. Conditions to the Transaction

(a) The Transaction shall be subject to the reasonable satisfaction of the following conditions prior to or on the Effective Date, each of which is for the benefit of the Company, on the one hand, and the Consenting Noteholders, on the other hand, and may be waived in whole or in part by the Company and the Initial Consenting Noteholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement):

(i) this Agreement shall not have been terminated;

(ii) the CBCA Plan shall have been approved by the Court and the requisite majority of affected stakeholders as and to the extent required by the Court and shall have been implemented by the Outside Date;

(iii) the Company shall have received any and all required consents and approvals from required third parties, unless otherwise addressed pursuant to the Final Order;

(iv) the Final Order, in form and substance satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably, shall have been granted by the Court, and the implementation, operation or effect of the Final Order shall not have been stayed, varied in a manner not acceptable to the Company or the Initial Consenting Noteholders, each acting reasonably, vacated or be subject to pending appeal;

(v) the CBCA Plan and the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof) and shall be in form and substance satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably;

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(vi) all press releases in respect of the Transaction shall be in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably;

(vii) all filings that are required under applicable Laws in connection with the Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Transaction shall have been obtained on terms satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;

(viii) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Transaction and the CBCA Plan shall be satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably;

(ix) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably;

(x) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan;

(xi) the Company shall not have made any amendments or modifications to, grant any awards under or made any Board determinations that the implementation of the Transaction is deemed to result in a change of control under, its existing equity incentive plans, and shall not have implemented any new or additional equity incentive plans or similar arrangements, in each case on or prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders;

(xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and

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(xiii) the Effective Date shall occur by the Outside Date or such later date as the Company and the Initial Consenting Noteholders may agree.

(b) The obligations of the Company to complete the Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Company and may be waived, in whole or in part, solely by the Company (provided that such conditions shall not be enforceable by the Company if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Company or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement):

(i) the Consenting Noteholders shall have complied in all material respects with their covenants and obligations in this Agreement that are to be performed on or before the Effective Date; and

(ii) the representations and warranties of the Consenting Noteholders set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement.

(c) The obligations of the Consenting Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Consenting Noteholders and may be waived, in whole or in part, solely by the Initial Consenting Noteholders (provided that such conditions shall not be enforceable by the Consenting Noteholders if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement):

(i) the Company shall have (A) achieved the Milestones on or before the applicable dates set forth herein (as such dates may be extended pursuant to this Agreement), and (B) complied in all material respects with its covenants and obligations in this Agreement that are to be performed on or before the Effective Date;

(ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for

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those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement;

(iii) the composition and size of the Board as of the Effective Date shall be satisfactory to the Initial Consenting Noteholders and the Company, each acting reasonably, and the Company shall have entered into a registration rights agreement reasonably satisfactory to the Initial Consenting Noteholders and the Company, each acting reasonably;

(iv) all securities of the Company to be issued in connection with the Transaction, when issued and delivered, shall be duly authorized, validly issued and, with respect to the New Common Shares, fully paid and non-assessable;

(v) all common shares of the Company, including the New Common Shares, shall be listed and conditionally approved for trading on the TSX, subject only to the receipt of customary final documentation;

(vi) immediately following implementation of the Transaction, the aggregate principal amount of the Company’s secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and (b) up to US$202.2 million of secured and unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s) acceptable to the Company and the Initial Consenting Noteholders;

(vii) the Company shall not have made any cash payment of principal or interest to any holder of, or on account of, the Convertible Debentures while this Agreement is in effect (except as permitted under the Term Sheet);

(viii) all of the Convertible Debentures shall have been exchanged in accordance with the Term Sheet (or repaid and extinguished as permitted under the Term Sheet) and all claims with respect to the Convertible Debentures shall be irrevocably and finally extinguished, discharged and released;

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(ix) the Revolving Credit Facility shall have been extended for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably;

(x) the Existing Second Lien Note Purchase Agreement shall have been amended to reflect the terms of and allow for the implementation of the Transaction in accordance with the Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably;

(xi) each of the applicable parties shall have executed and delivered an intercreditor agreement (which may be by way of an amendment to or an amendment and restatement of the Existing Intercreditor Agreement) to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the Existing Second Lien Notes and New Second Lien Notes in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably;

(xii) the reasonable and documented outstanding fees and expenses of the Initial Consenting Noteholder Advisors shall have been paid in full in cash in accordance with each of their respective written agreements with the Company, provided that the Initial Consenting Noteholder Advisors shall have provided the Company with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; and

(xiii) the Company shall have provided the Initial Consenting Noteholder Advisors with a certificate signed by an officer of the Company certifying compliance with the terms of this Section 8 as of the Effective Date.

9. Releases

The Parties agree that there shall be usual and customary releases pursuant to the CBCA Plan in connection with the implementation of the Transaction to be effective as of the Effective Date (collectively, the “Releases”). The Releases shall provide, inter alia, that the Company, the Consenting Noteholders, the Existing Senior Unsecured Notes Trustee, the Consenting Debentureholders, the Convertible Debenture Trustee, the Existing Second Lien Noteholders, the Existing Second Lien Notes Agent, the First Lien Lenders, the First Lien Agent, and each of the foregoing persons’ respective principals, members, managed accounts or funds, fund advisors, current and former directors and officers, employees, financial and other advisors, legal counsel and agents, each in their capacity as such (collectively, the “Released Parties”) shall be released and discharged from any and all present and future actions, causes of action, damages, judgments, executions, obligations and claims of any kind or nature whatsoever (other than liabilities or claims attributable to any of Released Party’s gross negligence, fraud or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction) arising on or prior to the Effective Date in connection with the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes

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Exchange Transaction, this Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings, the transactions contemplated herein, and any other actions, agreements, documents or matters related directly or indirectly to the foregoing; provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, this Agreement, the CBCA Plan, as applicable, or any document ancillary to any of the foregoing.

10. Superior Proposal

(a) Except as otherwise provided in this Section 10 or with the prior consent of the Initial Consenting Noteholders, the Company shall not, directly or indirectly, commence, consummate an agreement to commence, make, seek, solicit, assist, initiate, encourage, facilitate, propose, file, support, or initiate any discussions or negotiations regarding any alternative offer, restructuring, sale of assets, merger, workout, plan or arrangement or plan of reorganization other than the Transaction.

(b) Notwithstanding Section 10(a) or any other provision of this Agreement, in the event the Company receives a bona fide unsolicited proposal, the Company is permitted to negotiate and enter into a transaction in respect of any such proposal if, following receipt of advice from outside legal and financial advisors, the Board believes in good faith, in the exercise of its fiduciary duties, that such proposal could reasonably be expected to result in a transaction more favourable to the Company and its stakeholders than the Transaction (a “Superior Proposal”); provided that if the Company receives a Superior Proposal, it shall disclose to the Initial Consenting Noteholder Advisors within three (3) Business Days of the receipt of such Superior Proposal: (i) the receipt thereof, (ii) the identity of the Person or group of Persons involved, and (iii) the material terms of such Superior Proposal and copies of all material documents received in respect of such Superior Proposal from or on behalf of such Person, in each case subject to any confidentiality restrictions in respect of such Superior Proposal and provided that the Initial Consenting Noteholder Advisors and the Initial Consenting Noteholders shall agree to keep such information confidential. The Company shall keep the Initial Consenting Noteholder Advisors promptly informed of the status of developments, discussions and negotiations with respect to such Superior Proposal, in each case subject to any confidentiality restrictions in respect of such Superior Proposal and provided that the Initial Consenting Noteholder Advisors shall agree to keep such information confidential The Company shall use its commercially reasonable efforts to prevent any applicable confidentiality agreement from restricting the conveyance of the foregoing information to the Initial Consenting Noteholders.

(c) If at any time following the execution of this Agreement, the Company receives a request for material non-public information, or to enter into discussions, from a Person that proposes to the Company an unsolicited bona fide proposal that did not result from a breach of this Agreement (and which has not been withdrawn) and the Company determines, in good faith following receipt of advice from

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outside legal and financial advisors, that such proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding, for the purposes of such determination, any due diligence access condition to which such proposal is subject), then the Company may:

(i) provide the Person making such proposal with, or access to, information regarding the Company, but only to the extent that the Initial Consenting Noteholder Advisors have previously been, or are concurrently, provided with access to the same information; and/or

(ii) enter into, participate in, facilitate and maintain discussions or negotiations with, or otherwise cooperate with or assist the Person making such proposal with respect to such proposal,

if, and only if:

(iii) the Company has entered into a confidentiality agreement on market terms that will preserve the confidentiality of information provided by the Company if the alternative proposal does not proceed; and

(iv) the Company has been, and continues to be, in compliance in all material respects with this Section 10.

11. Termination

(a) This Agreement (and, for certainty, any Joinder Agreement) may be terminated as to all Parties by the Initial Consenting Noteholders by providing written notice to the Company in accordance with Section 16(q) upon the occurrence and continuation of any of the following events:

(i) a material breach of any covenants, undertakings or agreements set forth in this Agreement by the Company that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Initial Consenting Noteholders to the Company of such material breach;

(ii) any representation, warranty or acknowledgement of the Company made in this Agreement shall prove untrue in any material respect as of the date when made that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Initial Consenting Noteholders to the Company of such breach;

(iii) the Company fails to meet any of the Milestones on or before the applicable dates set forth therein (or such later dates as the Company and the Initial Consenting Noteholders may agree pursuant to this Agreement);

(iv) the Company enters into a written agreement, or publicly supports or announces its intention, to pursue a Superior Proposal;

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(v) (A) any Definitive Document is not consistent with this Agreement or is otherwise not in form and substance acceptable to the Initial Consenting Noteholders, acting reasonably, or (B) any of the terms or conditions of any Definitive Document is waived, amended or modified, or the Company files a pleading seeking authority to waive, amend or modify, any Definitive Document, without the Initial Consenting Noteholders’ prior written consent (including via email), acting reasonably, in each case which remains uncured for three (3) Business Days after the receipt by the Company of written notice delivered in accordance herewith;

(vi) if any final decision, order or decree is made by a Governmental Entity or an action or investigation is announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, prohibits or materially impedes the Transaction;

(vii) if the CBCA Proceedings are dismissed or a receiver, interim receiver, receiver and manager, trustee in bankruptcy, liquidator or administrator is appointed with respect to the Company, unless such appointment is made with the prior written consent of the Initial Consenting Noteholders;

(viii) if the Company files a motion or pleading seeking an order disallowing, subordinating, avoiding or recharacterizing claims or interests held by any Consenting Noteholder against the Company;

(ix) (A) any of the conditions set forth in Section 7 are not satisfied or waived by the Consent Date or (B) any of the conditions set forth in Sections 8(a) and 8(c) are not satisfied or waived by the Outside Date;

(x) to the extent the Company has as of the date hereof entered into any other support agreement or similar agreement with any holder of Convertible Debentures or Existing Second Lien Notes, such agreement has been terminated or is otherwise not in full force and effect through the Effective Date, other than (A) the termination of any such support agreements or similar agreements concurrently with implementation of the Transaction and CBCA Plan, or (B) the termination of any support agreement with holder(s) of Convertible Debentures in connection with any repayment of such Convertible Debentures as permitted under the Term Sheet;

(xi) the Company makes any cash payment of principal or interest to any holder of, or on account of, the Convertible Debentures while this Agreement is in effect (except as permitted under the Term Sheet);

(xii) the Company makes any cash payment under any equity or equity-linked incentive plan (other than in respect of any existing equity awards in the ordinary course pursuant to the terms of the Company’s existing equity incentive plans) without the prior written consent of the Initial Consenting Noteholders; or

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(xiii) if any court of competent jurisdiction has entered a final non-appealable judgment or order declaring this Agreement or any material portion thereof to be unenforceable (subject to Section 16(r)),

in each case unless the event giving rise to the termination rights is waived or cured in accordance with the terms hereof. Any such termination of the Agreement as to all Parties shall be effective upon the giving of written notice by the Initial Consenting Noteholder in accordance with Section 16(q).

(b) This Agreement (and, for certainty, any Joinder Agreement) may be terminated by the Company as to all Parties by providing written notice to the Consenting Noteholders in accordance with Section 16(q) upon the occurrence and continuation of any of the following events:

(i) if at any time the Consenting Noteholders that are party to this Agreement hold in aggregate less than 66 2/3% of the principal amount of outstanding Existing Senior Unsecured Notes;

(ii) the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal in accordance with Section 10;

(iii) the Existing Senior Unsecured Notes are repaid in cash in full prior to the Effective Date;

(iv) the Transaction is not completed by the Outside Date, or such later date as the Company and the Initial Consenting Noteholders may agree;

(v) if any final decision, order or decree is made by a Governmental Entity or an action or investigation is announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, prohibits or materially impedes the Transaction,

in each case unless the event giving rise to the termination rights is waived or cured in accordance with the terms hereof.

(c) This Agreement (and, for certainty, any Joinder Agreement) may be terminated by the Company as to a breaching Consenting Noteholder (the “Breaching Noteholder”) only, by providing written notice to such Breaching Noteholder in accordance with Section 16(q);

(i) if the Breaching Noteholder has taken any action inconsistent with this Agreement or failed to comply with, or defaulted in the performance or observance of, in any material respect, any term, condition, covenant or agreement set forth in this Agreement that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Company to the Breaching Noteholder of such failure or default; or

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(ii) any representation, warranty or acknowledgement of such Breaching Noteholder made in this Agreement shall prove untrue in any material respect as of the date when made that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Company to the Breaching Noteholder of such breach,

and the Breaching Noteholder shall thereupon no longer be a Consenting Noteholder.

(d) If this Agreement is amended, modified or supplemented in a manner which (i) adversely affects the recoveries and treatment of Consenting Noteholders compared to the recoveries and treatment set forth in the Term Sheet, or (ii) extends the Outside Date beyond July 15, 2019, then any Consenting Noteholder that objects to any such amendment, modification or supplement may, within five (5) Business Days of receiving notice of such amendment, modification or supplement, terminate such Consenting Noteholder’s obligations under this Agreement by providing written notice to the Company in accordance with Section 16(q) and such Consenting Noteholder shall thereupon no longer be a Consenting Noteholder.

(e) This Agreement may be terminated at any time as to all Parties by mutual written consent of the Company and the Initial Consenting Noteholders.

(f) This Agreement shall terminate automatically as to all Parties on the Effective Date upon the implementation of the Transaction.

(g) The Company hereby consents to the termination of this Agreement if terminated in accordance with Sections 11(a), 11(c), or 11(d) and hereby waives any application of the stay of proceedings granted in the CBCA Proceedings on any such termination.

12. Effect of Termination

(a) Upon termination of this Agreement as to any Party pursuant to the terms hereof, this Agreement shall be of no further force and effect as to such Party, and each such Party hereto shall be automatically and simultaneously released from its commitments, undertakings and agreements under this Agreement, except for the rights, agreements, commitments and obligations under Sections 4(j), 4(m), 5(w) (solely with respect to any fees and expenses incurred up to the date of termination of this Agreement), 12, 13 and 16, which shall survive the termination of this Agreement, and each Party shall have the rights and remedies that it would have had if it had not entered into this Agreement and shall be entitled to take all actions, whether with respect to the Transaction or otherwise, that it would have been entitled to take had it not entered into this Agreement. For greater certainty, the representations, warranties and covenants herein shall not survive and shall be of no further force or effect from and after the Effective Date, provided that the rights, agreements, commitments and obligations under Sections 12, 13 and 16,

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shall survive the Effective Date. Each Party shall be responsible and shall remain liable for any breach of this Agreement by such Party occurring prior to the termination of this Agreement.

(b) Upon termination of this Agreement (other than a termination pursuant to Section 11(f)), any and all votes submitted by the Consenting Noteholders in respect of the CBCA Plan will (unless any such Consenting Noteholder notifies the Company in writing otherwise) be deemed to be automatically withdrawn and shall have no effect in any other restructuring proceeding involving the Company.

13. Confidentiality

The Company agrees, on its own behalf and on behalf of its Representatives, not to disclose the identity of, or the principal amount of Relevant Debt or number of Relevant Shares held by, any individual Consenting Noteholder; provided, however, that such information may be disclosed: (i) to the Representatives of the Company, provided that each such Representative (a) needs to know such information for purposes of the Transaction, (b) is informed of the confidentiality of such information, and (c) is advised to act in accordance with the terms of this confidentiality provision; and (ii) in response to, and to the extent required (as determined by the Company following advice of the Company’s legal counsel) by applicable Law, by any stock exchange rules on which its securities are traded, by any Governmental Entity or by any subpoena or other legal process, including, without limitation, by any court of competent jurisdiction or applicable rules, regulations or procedures of a court of competent jurisdiction; provided that, if the Company or any of its Representatives is required to disclose the identity or specific holdings of a Consenting Noteholder in the manner set out in the preceding sentence, the Company shall provide the Consenting Noteholder with prompt written notice of any such requirement, to the extent permissible and practicable under the circumstances, so that the Consenting Noteholder may (at the Consenting Noteholder’s sole expense) seek a protective order or other appropriate remedy or waiver of compliance with such requirement; provided further that (x) the aggregate principal amount of Relevant Debt and number of Relevant Shares held by all Consenting Noteholders collectively, from time to time, in the aggregate, may be set out in any public disclosure, including, without limitation, press releases and court materials, produced by the Company, (y) the Company may disclose the identity and holdings of Relevant Debt and Relevant Shares of a Consenting Noteholder in any action to enforce this Agreement against such Consenting Noteholder, and only to the extent necessary to enforce this Agreement against such Consenting Noteholder, and (z) the Company may disclose in any proxy or information circulars (and any supplements and/or related materials, including press releases and/or court materials relating to the CBCA Plan): (A) the identity of and number of Relevant Shares held by a Consenting Noteholder, and/or common shares of the Company expected to be held by a Consenting Noteholder on implementation of the Transaction, to the extent required by applicable securities laws or any stock exchange rules on which the Company’s securities are traded (as determined by the Company following advice of the Company’s legal counsel and in consultation with the Initial Consenting Noteholder Advisors), (B) the identity of and amount of Relevant Debt held by a Consenting Noteholder if such Consenting Noteholder holds more than 33% of the aggregate Senior Unsecured Notes, and/or (C) the identity of any Consenting Noteholder that is entitled to vote at two or more meetings held in respect of the CBCA Plan based on their holdings of debt and/or equity of the Company. The Company further agrees that

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any public filings of this Agreement that includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the identity and holdings of each Consenting Noteholder.

14. Further Assurances

Subject to the terms and conditions of this Agreement, each Party shall use commercially reasonable efforts to perform all obligations required to be performed by it under this Agreement and take all such actions as are commercially reasonable, deliver to the other Parties such further information and documents, and execute and deliver to the other Parties such further instruments and agreements as another Party shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purpose of this Agreement or to assure to the other Party the benefits of this Agreement, including, the consummation of the Transaction.

15. Public Announcements

All public announcements in respect of the Transaction shall be made solely by the Company, and shall be in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Transaction to the extent required by applicable Law.

16. Miscellaneous

(a) Notwithstanding anything herein to the contrary, this Agreement applies only to each Consenting Noteholder’s Relevant Debt and Relevant Shares (including any Additional Debt and Additional Shares in accordance with Section 4(c) hereof) and to each Consenting Noteholder solely with respect to its legal and/or beneficial ownership of, or its investment and voting discretion over, its Relevant Debt and Relevant Shares (including any Additional Debt and Additional Shares in accordance with Section 4(c) hereof) and not, for greater certainty, to any other securities, loans or obligations that may be held by any client of such Consenting Noteholder whose funds or accounts are managed by such Consenting Noteholder, where those funds or accounts are not otherwise subject to this Agreement (including, for greater certainty, where such funds or accounts become subject to any Transfer permitted pursuant to Section 4(b)(i) hereof) and, without limiting the generality of the foregoing, shall not apply to:

(i) any securities, loans or other obligations that may be held, acquired or sold by, or any activities, services or businesses conducted or provided by, any group or business unit within an Affiliate of the Consenting Noteholder: (A) that has not been involved in and is not acting at the direction of or with knowledge of the affairs of the Company provided by any Person involved in the Transaction discussions; or (B) that is on the other side of an information firewall with respect to the officers, partners and employees of such Consenting Noteholder who have been working on the Transaction and is not acting at the direction of or with knowledge of the

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affairs of any of the Company provided by any officers, partners and employees of such Consenting Noteholder who have been working on the Transaction;

(ii) any securities, loans or other obligations that may be beneficially owned by clients of a Consenting Noteholder, including accounts or funds managed by the Consenting Noteholder, that are not Relevant Debt or Relevant Shares; or

(iii) any securities, loans or other obligations that may be beneficially owned by clients of a Consenting Noteholder that are not managed or administered by the Consenting Noteholder.

(b) Subject to Sections 4 and 16(a) hereof, nothing in this Agreement is intended to preclude a Consenting Noteholder from engaging in any securities transactions, subject to (i) compliance with applicable securities Laws and (ii) the agreements set forth herein with respect to the Consenting Noteholder’s Relevant Debt and Relevant Shares.

(c) At any time, an Unsecured Noteholder that is not a Consenting Noteholder may agree with the Company to become a Party to this Agreement by executing and delivering pursuant to Section 16(q) hereof to the Company, with copies to Goodmans LLP and to the Initial Consenting Noteholder Advisors, a Joinder Agreement (provided that any such Unsecured Noteholder shall have the right, in its discretion, to redact its holdings information from the copy of the Joinder Agreement provided to the Initial Consenting Noteholder Advisors).

(d) The headings in this Agreement are for convenience of reference and are not part of and are not intended to govern, limit, modify, restrict or aid in the construction or interpretation of any term or provision hereof.

(e) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

(f) Unless otherwise specifically indicated, all sums of money referred to in this Agreement are expressed in lawful money of Canada.

(g) This Agreement (including the Term Sheet and the other schedules attached to this Agreement) constitutes the entire agreement among the Parties and supersedes all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter hereof; provided, however, that this Agreement does not alter or supersede any confidentiality or non-disclosure agreement in effect between the Company and any of the Consenting Noteholders and/or the Initial Consenting Noteholder Advisors. No prior history, pattern or practice of sharing confidences among or between the Parties shall in any way affect or negate this understanding and agreement.

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(h) Any Person signing this Agreement in a representative capacity (i) represents and warrants that he/she is authorized to sign this Agreement on behalf of the Party he/she represents and that his/her signature upon this Agreement will bind the represented Party to the terms hereof, and (ii) acknowledges that the other Party hereto has relied upon such representation and warranty.

(i) None of the Consenting Noteholders shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, the Company or its Affiliates, or the Company’s or its Affiliates’ creditors or other stakeholders and, other than as expressly set forth in this Agreement, there are no commitments among or between the Consenting Noteholders with respect to the subject matter hereof.

(j) Except as otherwise expressly provided herein, this Agreement may be modified, amended or supplemented as to any matter by an instrument in writing (which may include email) by the Company and the Initial Consenting Noteholders, and any matter requiring the agreement, waiver, consent, acceptance or approval under this Agreement of the Consenting Noteholders shall require the agreement, waiver, consent, acceptance or approval of the Initial Consenting Noteholders in writing (which may include email). The Company shall be entitled to rely on written confirmation (which may include email) from the Initial Consenting Noteholder Advisors that the Initial Consenting Noteholders have agreed, waived, consented to, accepted or approved a particular matter pursuant to this Agreement without any obligation to inquire into the Initial Consenting Noteholder Advisors’ authority to do so on behalf of the Initial Consenting Noteholders. The Consenting Noteholders shall be entitled to rely on written confirmation from Goodmans LLP (which may include email) that the Company has agreed, waived, consented to, accepted or approved a particular matter pursuant to this Agreement.

(k) If the transactions contemplated herein are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all rights. Pursuant to applicable rules of evidence, including Federal Rule of Evidence 408 and rules of similar import, this Agreement and all negotiations relating to this Agreement shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement or the payment of damages to which a Party may be entitled under this Agreement.

(l) It is understood and agreed that none of the Consenting Noteholders have any agreements, commitments or undertakings by, among or between any of them with respect to any voting arrangements or otherwise in connection with the Transaction or otherwise respect to the matters that are the subject of this Agreement.

(m) Time is of the essence in the performance of the Parties’ respective obligations. Any date, time or period referred to in this Agreement shall be of the essence,

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except to the extent to which the Parties agree in writing (which may include email) to vary any date, time or period, in which event the varied date, time or period shall be of the essence.

(n) No condition in this Agreement shall be enforceable by a Party if any failure to satisfy such condition results from an action, error or omissions by or within the control of such Party.

(o) The agreements, representations and obligations of the Consenting Noteholders under this Agreement are, in all respects, several and not joint and several.

(p) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise.

(q) All notices and other communications which may be or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if delivered in person, internationally recognized overnight courier or email. All notices required or permitted hereunder shall be deemed effectively given: (i) upon personal delivery to the Party to be notified, (ii) when sent by email if sent during normal business hours of the recipient, and if not, then on the next Business Day of the recipient, or (iii) one (1) Business Day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Any Party may change the address to which notice should be given to such Party by providing written notice to the other Parties hereto of such change. The address and email for each of the Parties shall be as follows:

(i) If to the Company, at:

Bellatrix Exploration Ltd.

1920, 800 5^th Avenue SW

Calgary, Alberta T2P 3T6

Canada

Attention:                Charles R. Kraus

Email:                      Chuck.Kraus@bxe.com

With a required copy (which shall not be deemed notice) to:

Goodmans LLP

333 Bay Street, Suite 3400

Toronto, Ontario M5H 2S7

Canada

Attention:                Robert J. Chadwick / Caroline Descours

Email:                       rchadwick@goodmans.ca / cdescours@goodmans.ca

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(ii) If to one or more of the Initial Consenting Noteholders, at the address set forth for each applicable Initial Consenting Noteholder on its signature page to this Agreement, with a required copy (which shall not be deemed notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention:              Andrew N. Rosenberg

Email:                    arosenberg@paulweiss.com

and to:

Bennett Jones LLP

3400 One First Canadian Place, P.O. Box 130

Toronto, ON M5X 1A4

Attention:               Kevin Zych

Email:                     zychk@bennettjones.com

(iii) If to one or more of the Consenting Noteholders that is not an Initial Consenting Noteholder, at the address set forth for each applicable Consenting Noteholder on its signature page to this Agreement or a Joinder Agreement.

(r) If any term or other provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, void or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the greatest extent possible.

(s) Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other Person shall be a third party beneficiary hereof.

(t) Except as otherwise set forth in Section 4(b), no Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other Parties hereto.

(u) It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement and each non-breaching Party shall be entitled, in addition to any other remedy that may be available under applicable law, to specific performance and injunctive or other equitable relief as a remedy of any such breach, including an order by a court of competent jurisdiction requiring any Party to comply promptly with any of such obligations,

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without the necessity of proving the inadequacy of money damages as a remedy. Each Party hereby waives any requirement for the security or posting of any bond in connection with such remedies.

(v) All rights, powers, and remedies provided under this Agreement or otherwise in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

(w) This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflicts of law. Each Party submits to the jurisdiction of the courts of the Province of Ontario in any action or proceeding arising out of or relating to this Agreement. The Parties shall not raise any objection to the venue of any proceedings in any such court, including the objection that the proceedings have been brought in an inconvenient forum.

(x) The Parties waive any right to trial by jury in any proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, present or future, and whether sounding in contract, tort or otherwise. Any Party may file a copy of this provision with any court as written evidence of the knowing, voluntary and bargained for agreement between the Parties irrevocably to waive trial by jury, and that any proceeding whatsoever between them relating to this Agreement or any of the transactions contemplated by this Agreement shall instead be tried by a judge or judges of the court sitting without a jury.

(y) This Agreement may be signed in counterparts, each of which, when taken together, shall be deemed an original. Execution of this Agreement is effective if a signature is delivered by electronic (e.g., pdf) transmission.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Agreement has been agreed and accepted as of the date first written above.

BELLATRIX EXPLORATION LTD.
	Per:	[Signed]
		Name:
		Title:

[Signature Page to the Support Agreement – Senior Unsecured Notes]

CONFIDENTIAL

Name of Consenting Noteholder:	[Consenting Noteholder Signature Redacted]
	By:
		[Redacted]
		Name:
		Title:
Jurisdiction of residence for legal purposes:		[Redacted]
Email:		[Redacted]
Address:		[Redacted]
		[Redacted]
		[Redacted]

Debt Document	Principal Amount	Custodian / CDS or DTC Participant
Amended and Restated Credit Agreement dated September 11, 2018	[Redacted]	[Redacted]
8.5% Existing Second Lien Notes due 2023	[Redacted]	[Redacted]
8.5% Existing Senior Unsecured Notes due 2020	[Redacted]	[Redacted]
6.75% Convertible Debentures due 2021	[Redacted]	[Redacted]

Common Shares	Number of Shares	Custodian / CDS or DTC Participant
[Redacted]	[Redacted]	[Redacted]

[Signature Page to the Support Agreement]

SCHEDULE A

DEFINITIONS

“Additional Debt” has the meaning set forth in Section 4(c).

“Additional Shares” has the meaning set forth in Section 4(c).

“Affiliate” of any Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For greater certainty, an Affiliate of a Person shall include such Person’s investment funds and managed accounts and any funds managed or directed by the same investment adviser.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Board” means the board of directors of the Company.

“Breaching Noteholder” has the meaning set forth in Section 11(c).

“Business Day” means each day, other than a Saturday or Sunday or a statutory or civic holiday, on which banks are open for business in Toronto, Ontario, Calgary, Alberta, and New York, NY.

“CBCA” means the Canada Business Corporations Act, R.S.C., 1985, c. C-44, as amended.

“CBCA Matter” has the meaning set forth in Section 4(j).

“CBCA Plan” has the meaning set forth in the preamble to this Agreement.

“CBCA Proceedings” has the meaning set forth in the preamble to this Agreement.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Key Personnel” means the Company’s chief executive officer, chief financial officer, chief operating officer and general counsel.

“Consent Date” means May 15, 2019, or such later date as may be determined by the Company, in consultation with the Initial Consenting Noteholders.

“Consenting Debentureholders” means holders of Convertible Debentures who, on or prior to the Consent Date, enter into a support agreement with the Company in respect of the Transaction and comply with their obligations pursuant thereto, vote in favour of the CBCA Plan, and/or otherwise support the Transaction, in each case in a manner acceptable to the Company acting reasonably.

“Consenting Noteholders” has the meaning set forth in the preamble to this Agreement.

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“Contracts” means all agreements, contracts, leases (whether for real or personal property), purchase orders, undertakings, covenants not to compete, employment agreements, confidentiality agreements, licenses, instruments, obligations and commitments to which a Person is a party or by which a Person or any of its assets are bound or affected, whether written or oral.

“Convertible Debenture Indenture” means the Debenture Indenture dated as of August 6, 2016 between Bellatrix Exploration Ltd. and the Convertible Debenture Trustee, as amended from time to time.

“Convertible Debenture Trustee” means the Computershare Trust Company of Canada, in its capacity as trustee under the Convertible Debenture Indenture.

“Convertible Debentures” means the convertible debentures issued pursuant to the Debenture Indenture dated as of August 6, 2016 between the Company and Computershare Trust Company of Canada.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“Definitive Documents” means all material agreements, transaction documents and court materials and other material documents in connection with the Transaction and the CBCA Proceedings (as applicable) and any and all amendments, modifications or supplements relating to any of the foregoing, including, without limitation, (a) this Agreement, (b) the Term Sheet, (c) the CBCA Plan and all supplements and exhibits thereto, (d) the Information Circular, (e) the Interim Order and the Final Order and all motions or applications and other material Court documents filed in connection with the CBCA Plan, (f) the New Third Lien Notes indenture and related documents, (g) any registration rights agreement for the Initial Consenting Noteholders, and (h) the organizational and governance documents in respect of the Company as agreed to by the Company and the Initial Consenting Noteholders, each in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably.

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval System.

“Effective Date” means the date on which the Transaction is completed.

“Existing Intercreditor Agreement” means the intercreditor and priority agreement dated as of September 11, 2018, among National Bank of Canada, as agent under the Revolving Credit Facility, U.S. Bank National Association as agent under the Existing Second Lien Note Purchase Agreement, and the Company.

“Existing Second Lien Note Purchase Agreement” means the Note Purchase Agreement dated July 25, 2018 among the Company, as Issuer, Existing Second Lien Notes Agent, as Agent, and the other persons signatory thereto, as amended from time to time.

“Existing Second Lien Noteholders” means the holders of Existing Second Lien Notes.

“Existing Second Lien Notes” means the Company’s U.S. dollar 8.5% second lien notes due 2023 issued pursuant to the Existing Second Lien Note Purchase Agreement.

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“Existing Second Lien Notes Agent” means U.S. Bank National Association, as agent under the Existing Second Lien Note Purchase Agreement.

“Existing Senior Unsecured Notes” has the meaning set forth in the preamble to this Agreement.

“Existing Senior Unsecured Notes Indenture” has the meaning set forth in the preamble to this Agreement.

“Existing Senior Unsecured Notes Trustee” has the meaning set forth in the preamble to this Agreement.

“Existing Shares” means the common shares of the Company issued and outstanding prior to the implementation of the Transaction.

“Final Order” means a final order of the Court pursuant to the CBCA that, inter alia, approves the CBCA Plan.

“First Lien Agent” means National Bank of Canada, as administrative agent, under the First Lien Credit Agreement.

“First Lien Credit Agreement” means the Amended and Restated Credit Agreement among the Company, as borrower, the First Lien Agent, and the First Lien Lenders dated September 11, 2018.

“First Lien Debt” means the debt outstanding under First Lien Credit Agreement.

“First Lien Lenders” means the lenders under the First Lien Credit Agreement.

“Forbearance Period” has the meaning set forth in Section 4(k).

“Governmental Entity” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.

“IFRS” means the International Financial Reporting Standards.

“Information” means all information set forth or incorporated in the Company’s public disclosure documents filed on SEDAR and EDGAR and all information otherwise provided to the Initial Consenting Noteholders by the Company or its Representatives (including through any virtual data room), in each case prior to the date of this Agreement.

“Information Circular” means the management information circular of the Company in respect of the CBCA Plan, including all schedules, appendices and exhibits to, and information

- 5 -

incorporated by reference in, such management information circular to be sent by the Company to, inter alia, the Unsecured Noteholders in connection with the Unsecured Noteholder Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Initial Consenting Noteholder Advisors” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, Bennett Jones LLP and Stephens Inc.

“Initial Consenting Noteholders” means the Consenting Noteholders who have executed this Agreement on the date on the first page of this Agreement.

“Interest Non-Payment” has the meaning set forth in Section 4(k).

“Interim Order” means an interim order of the Court pursuant to the CBCA that, inter alia, provides for the calling of the Unsecured Noteholder Meeting to consider and vote on the CBCA Plan.

“Joinder Agreement” means a joinder agreement, substantially in the form attached as Schedule “B” to this Agreement, pursuant to which an Unsecured Noteholder agrees, among other things, to be bound by and subject to the terms of this Agreement and thereby may become a Consenting Noteholder.

“Law” or “Laws” means any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada, the United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity.

“Material Contract” means each Contract and other instrument or document (including any amendment to any of the foregoing) of the Company: (i) with any of the directors or officers of the Company; (ii) that in any way purports to materially restrict the business activity of the Company or to limit the freedom of the Company to engage in any line of business or to compete with any Person or in any geographic area or to hire or retain any Person; (iii) that is material to the business of the Company; and (iv) any other Contract, if a breach of such Contract would reasonably be expected to have a material adverse effect on the Company.

“Milestones” means those milestones set forth in Section 5(b) hereof.

“New Common Shares” means new common shares of the Company to be issued on the Effective Date by the Company on the terms set forth in the Term Sheet and/or as may otherwise be agreed by the Company and the Initial Consenting Noteholders.

“New Second Lien Notes” means new U.S. dollar 8.5% second lien notes due 2023 in the aggregate amount of US$50,000,000 to be issued on the Effective Date by the Company on the terms set forth in the Term Sheet and/or as may otherwise be agreed by the Company and the Initial Consenting Noteholders.

“New Third Lien Notes” means new U.S. dollar third lien notes due 2023 in the aggregate principal amount of US$50 million to be issued on the Effective Date by the Company with (i) a

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maturity of December 15, 2023, (ii) an option for the Company to pay an interest rate of (1) (a) 12.5% (of which 9.5% shall be paid in kind and 3.0% shall be paid in cash) until December 31, 2021, and (b) 9.5% paid in cash after December 31, 2021, or (2) 9.5% paid in cash, (iii) security on collateral on a third priority basis to the liens securing the obligations under the Existing Second Lien Note Purchase Agreement, (iv) an option for the Company to pay down the New Third Lien Notes in full or in part, at any time, and from time to time, without any penalty or premium, and (v) such other terms and conditions as agreed by the Company and the Initial Consenting Noteholders.

“Outside Date” means June 30, 2019, or such other date as the Company and the Initial Consenting Noteholders may agree.

“Parties” and “Party” each have the meaning set forth in the preamble to this Agreement.

“Person” means any individual, sole proprietorship, limited or unlimited liability corporation, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, body corporate, joint venture, trust, pension fund, union, Governmental Entity, and a natural person including in such person’s capacity as trustee, heir, beneficiary, executor, administrator or other legal representative.

“Qualified Marketmaker” has the meaning set forth in Section 4(b).

“Relevant Convertible Debentures” has the meaning set forth in Section 2(a)(iv).

“Relevant Debt” means, collectively, all Relevant Senior Unsecured Notes, Total Senior Unsecured Debt, Relevant First Lien Debt, Total First Lien Debt, Relevant Second Lien Notes, Total Second Lien Debt, Relevant Convertible Debentures and/or Total Convertible Debt held by a Consenting Noteholder.

“Relevant First Lien Debt” has the meaning set forth in Section 2(a)(ii).

“Relevant Second Lien Notes” has the meaning set forth in Section 2(a)(iii).

“Relevant Shares” has the meaning set forth in Section 2(a)(v).

“Relevant Senior Unsecured Notes” has the meaning set forth in Section 2(a)(i).

“Representative” means in respect of a particular Party, that Party’s directors, officers, employees, auditors, financial advisors, legal advisors and other agents.

“Revolving Credit Facility” has the meaning set forth in the Term Sheet.

“SEDAR” means the System for Electronics Document Analysis and Retrieval.

“Superior Proposal” has the meaning set forth in Section 10(b).

“Term Sheet” has the meaning set forth in the preamble to this Agreement.

“Total Convertible Debt” has the meaning set forth in Section 2(a)(iv).

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“Total Second Lien Debt” has the meaning set forth in Section 2(a)(iii).

“Total Senior Unsecured Debt” has the meaning set forth in Section 2(a)(i).

“Transaction” has the meaning set forth in preamble to this Agreement.

“Transaction Terms” has the meaning set forth in Section 1.

“Transfer” has the meaning set forth in Section 4(b)(i).

“Transferee” has the meaning set forth in Section 4(b)(i).

“TSX” means the Toronto Stock Exchange.

“Unsecured Noteholder Meeting” means the meeting of the Unsecured Noteholders entitled to vote on the CBCA Plan.

“Unsecured Noteholders” means holders of the Existing Senior Unsecured Notes, and “Unsecured Noteholder” means any holder of Existing Senior Unsecured Notes.

SCHEDULE B

JOINDER AGREEMENT

This Joinder Agreement (the “Joinder Agreement”) is made as of 🌑, 2019 by the undersigned (the “Consenting Party”) in connection with the support agreement dated 🌑, 2019 (the “Support Agreement”) among (i) Bellatrix Exploration Ltd. (the “Company”) and (ii) the Consenting Noteholders (as defined in the Support Agreement) party thereto. Capitalized terms used herein have the meanings assigned to such terms in the Support Agreement unless otherwise defined herein.

WHEREAS the Support Agreement allows Unsecured Noteholders that are not Consenting Noteholders to become a party thereto by executing a Joinder Agreement;

WHEREAS the Consenting Party desires to become a party to, and to be bound by the terms of, the Support Agreement; and

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consenting Party hereby agree as follows:

1. The Consenting Party hereby acknowledges that the Consenting Party has received and reviewed a copy of the Support Agreement.

2. The Consenting Party hereby acknowledges and agrees to be fully bound as a Consenting Noteholder under the Support Agreement in respect of its Relevant Debt and Relevant Shares that are identified on the signature page hereto, and hereby represents and warrants that the Relevant Debt and Relevant Shares set out on the signature page hereto constitute all of the Relevant Debt and Relevant Shares that are legally or beneficially owned by such Consenting Noteholder or which such Consenting Party has the sole power to vote or dispose of.

3. The Consenting Party hereby represents and to each of the other Parties that the representations and warranties set forth in Section 2 of the Support Agreement are true and correct with respect to such Consenting Party as if given on the date hereof.

4. This Joinder Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed signature page of this Joinder Agreement by email transmission will be effective as delivery of a manually executed counterpart hereof.

5. This Joinder Agreement and the Support Agreement express the entire understanding of the Parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

6. If any term or other provision of this Joinder Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, all other terms and provisions of this Joinder Agreement shall nevertheless remain in full force and effect. Upon such

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determination that any term or other provision is invalid, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the terms of this Joinder Agreement remain as originally contemplated to the greatest extent possible.

7. This Joinder Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction) and all actions or proceedings arising out of or relating to this Joinder Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

[Signature Page Follows]

CONFIDENTIAL

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date first written above.

Name of Consenting Noteholder:
	By:
		Name:
		Title:
Jurisdiction of residence for legal purposes:
Email:
Address:

Debt Document	Principal Amount	Custodian / CDS or DTC Participant
Amended and Restated Credit Agreement dated September 11, 2018
8.5% Existing Second Lien Notes due 2023
8.5% Existing Senior Unsecured Notes due 2020
6.75% Convertible Debentures due 2021

Common Shares Number of Shares Custodian / CDS or DTC Participant  

[Signature Page to the Joinder Agreement]

SCHEDULE C

TERM SHEET

[See attached]

BELLATRIX EXPLORATION LTD.

EXISTING SENIOR UNSECURED NOTES TRANSACTION

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

This term sheet dated as of March 28, 2019 (the “Term Sheet”) describes the principal terms pursuant to which Bellatrix Exploration Ltd. (the “Company”) and the Consenting Noteholders will complete a series of transactions (collectively, the “Transaction”) pursuant to which, among other things, all of the Company’s 8.5% senior unsecured notes due 2020 (the “Existing Senior Unsecured Notes”) issued pursuant to the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee, as amended from time to time (the “Existing Senior Unsecured Notes Indenture”) will be exchanged for New Second Lien Notes, New Third Lien Notes and New Common Shares pursuant to a plan of arrangement (the “CBCA Plan”) to be implemented pursuant to proceedings (the “CBCA Proceedings”) under the Canada Business Corporations Act (the “CBCA”), subject to the terms and conditions set forth in this Term Sheet and/or as may otherwise be agreed by the Company and the Initial Consenting Noteholders.¹

Capitalized terms used and not otherwise defined in this Term Sheet shall be as defined in Section V of this Term Sheet.

This Term Sheet and the information contained herein is strictly private and confidential and is not to be disclosed in any manner whatsoever without the prior written consent of Goodmans LLP, as counsel to the Company. Notwithstanding the foregoing, it is intended that this Term Sheet would be appended to a definitive Support Agreement to be executed by the Company and the Consenting Noteholders and filed by the Company, together with the form of Support Agreement, on SEDAR and EDGAR and filed with the court, together with the form of Support Agreement, in connection with the CBCA Proceedings or other applicable court proceedings in connection with the implementation of the Transaction, as applicable.

This Term Sheet is for discussion and settlement purposes only and is subject to the provisions of Rule 408 of the Federal Rules of Evidence and other similar applicable state and federal rules of the United States and similar Canadian rules and laws. This Term Sheet is not an offer with respect to any securities or a solicitation of votes with respect to a restructuring plan. This Term Sheet shall not be construed as (i) an offer capable of acceptance, (ii) a binding agreement of any kind, (iii) a commitment to enter into, or offer to enter into, any agreement, or (iv) an agreement to file any restructuring plan or commence any restructuring proceedings or consummate any transaction or to vote for or otherwise support any restructuring plan. This Term Sheet is subject to, among other things, negotiation and execution of definitive documentation.

¹ This Term Sheet does not purport to summarize all of the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein, which transactions will be entered into on the basis of mutually satisfactory definitive documentation after, among other things, receipt of necessary internal and external approvals.

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I. TRANSACTION

Exchange of Existing Senior Unsecured Notes	The Transaction shall provide for the exchange of the outstanding Existing Senior Unsecured Notes for New Second Lien Notes, New Third Lien Notes and New Common Shares, as applicable, as further set out herein.
	The Transaction shall be implemented pursuant to a CBCA Plan binding all Senior Unsecured Noteholders and the Company.
	Pursuant to the CBCA Plan:
	1)  each Consenting Noteholder will become entitled to receive on the date of implementation of the Transaction (the “Effective Date”) in exchange for, and in full and final extinguishment and cancellation of, its Existing Senior Unsecured Notes and Existing Senior Unsecured Noteholder Claims (including, for certainty, all accrued and unpaid interest):
	a)  payment in cash of the portion of the Cash Interest Payment in respect of its Existing Senior Unsecured Notes;
	b)  New Second Lien Notes in a principal amount equal to its Consenting Noteholder New Second Lien Note Amount;
	c)  its Consenting Noteholder Pro Rata Share of the New Third Lien Notes; and
	d)  its Consenting Noteholder Pro Rata Share of the Senior Unsecured Noteholder New Common Share Pool;
	2)  each Senior Unsecured Noteholder that is not a Consenting Noteholder will become entitled to receive on the Effective Date in exchange for, and in full and final extinguishment and cancellation of, its Existing Senior Unsecured Notes and Existing Senior Unsecured Noteholder Claims (including, for certainty, all accrued and unpaid interest):
	a)  payment in cash of the portion of the Cash Interest Payment in respect of its Existing Senior Unsecured Notes;
	b)  its Non-Consenting Noteholder Pro Rata Share of the New Third Lien Notes; and
	c)  its Non-Consenting Noteholder Pro Rata Share of the Senior Unsecured Noteholder New Common Share Pool; and
	3)  the obligations of the Company with respect to the Existing Senior Unsecured Notes and the Existing Senior Unsecured Notes Indenture shall be irrevocably and finally

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extinguished, each Senior Unsecured Noteholder shall have no further right, title or interest in or to the Existing Senior Unsecured Notes or its Existing Senior Unsecured Noteholder Claims, and the Existing Senior Unsecured Notes and the Existing Senior Unsecured Notes Indenture shall be fully and finally cancelled and terminated.

Notwithstanding the foregoing, the Company and the Initial Consenting Noteholders shall have the right, prior to the Effective Date, to agree that instead of the Company paying the Cash Interest Payment in cash on the Effective Date, the Company shall issue additional New Third Lien Notes in an aggregate principal amount equal to the amount of the Cash Interest Payment, which additional New Third Lien Notes shall be issued to Senior Unsecured Noteholders on the same basis as the New Third Lien Notes set out above.

The Company and the Initial Consenting Noteholders shall also have the right, prior to the Consent Date, to agree that any Senior Unsecured Noteholder that would own (or would be deemed to own) 25% or more of the issued and outstanding common shares of the Company upon implementation of the Transaction pursuant to the CBCA Plan (a “Significant Holder”) may, in lieu of receiving a portion of the New Common Shares that such Significant Holder would be entitled to receive under the CBCA Plan, receive unlisted warrants exercisable for that portion of such New Common Shares (which warrants would be exercisable without any payment) in order for such Significant Holder to own less than 25% of the issued and outstanding common shares of the Company upon implementation of the Transaction. For certainty, the foregoing is not intended to impact the economic terms of the Transaction and the common shares into which such warrants would be exercisable shall, together with the New Common Shares otherwise issued under the Senior Unsecured Noteholder New Common Share Pool, collectively represent approximately 51% of the aggregate issued and outstanding common shares of the Company on the Effective Date upon implementation of the Transaction pursuant to the CBCA Plan as otherwise set out herein. As an alternative to receiving warrants as set forth above, a Significant Holder may, at its sole option, (i) agree with one or more other Initial Consenting Noteholders, prior to the Consent Date, to reallocate their entitlements to receive New Common Shares and New Third Lien Notes under the CBCA Plan among the Significant Holder and such other Initial Consenting Noteholder(s) or (ii) determine, prior to the Consent Date, to contribute a portion of the New Common Shares that such Significant Holder would otherwise be entitled to receive under the CBCA Plan to the Senior Unsecured Noteholder New Common

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	Share Pool for the benefit of, and to be issued to, other Senior Unsecured Noteholders, in each case so that the Significant Holder shall not receive more than 25% of the issued and outstanding common shares of the Company upon implementation of the Transaction. The Initial Consenting Noteholders acknowledge and agree that in order for a Significant Holder to receive warrants, reallocate entitlements to receive New Common Shares and New Third Lien Notes under the CBCA Plan with one or more other Initial Consenting Noteholders or contribute a portion of its New Common Shares to the Senior Unsecured Noteholder New Common Share Pool (in each case, “Alternative Consideration”), (i) the Alternative Consideration Conditions shall be satisfied, (ii) the Company and such Significant Holder and, to the extent applicable, the other applicable Initial Consenting Noteholder(s) shall work in good faith to satisfy the Alternative Consideration Conditions and (iii) the Company shall, using commercially reasonable efforts, assist with respect to the transfer of any Senior Unsecured Notes out of DTCC (as defined below) and any subsequent steps required in connection with the implementation of the Alternative Consideration.
	Concurrently with or prior to the implementation of the Transaction pursuant to a CBCA Plan, in full and final extinguishment and cancellation of the Convertible Debentures, the Company shall complete an exchange of all the Convertible Debentures for approximately 32.5% of the aggregate issued and outstanding common shares of the Company upon implementation of the Transaction pursuant to the CBCA Plan, or shall otherwise extinguish and cancel the Convertible Debentures in full in exchange for cash from the proceeds of one or more new common equity issuances for up to 32.5% of the aggregate issued and outstanding common shares of the Company upon implementation of the Transaction, provided that nothing in respect of the foregoing shall change any of the consideration (including the percentage of common shares of the Company) to be provided to the Senior Unsecured Noteholders as part of the Transaction.
Timeline for Implementation	The actions necessary to structure and implement the Transaction will be completed within the following timelines:
	(a)    the Support Agreement shall be executed between the Company and the Initial Consenting Noteholders on or prior to March 28, 2019;
	(b)    the Company shall make an application to the Ontario Superior Court of Justice (Commercial List) (the “Court”) on or prior to April 18, 2019 (or such other date as may be agreed by the Company and the Initial Consenting

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	Noteholders) seeking an interim order under the CBCA (the “Interim Order”) containing, among other things, provisions for the mailing of a CBCA information circular and the CBCA Plan, the calling and holding of necessary meetings of security holders to vote on the CBCA Plan, and a stay of proceedings;
	(c)    the Court shall have approved the Interim Order on or prior to April 18, 2019 (or such other date as may be agreed by the Company and the Initial Consenting Noteholders);
	(d)    the Court shall have approved the final order (the “Final Order”) in respect of the CBCA Plan on or prior to June 12, 2019 (or such other date as may be agreed by the Company and the Initial Consenting Noteholders); and
	(e)    the Transaction authorized pursuant to the CBCA Plan shall have been implemented on or prior to June 30, 2019 (or such other date as may be agreed by the Company and the Initial Consenting Noteholders) (the “Outside Date”).
II.    SUPPORT AGREEMENT
Support Agreement	A consent and support agreement containing terms and conditions acceptable to the Company and the Initial Consenting Noteholders will be entered into with the Company by each of the Initial Consenting Noteholders and such other Senior Unsecured Noteholders who sign such a consent and support agreement or a Joinder Agreement (collectively, a “Support Agreement”).
III.  OTHER TERMS AND CONDITIONS OF THE TRANSACTION
Board Approval	The Board shall have authorized the Transaction.
Corporate Governance	The Initial Consenting Noteholders shall have the right to designate nominees that shall comprise such proportion of the directors on the Board immediately following the Effective Date of the Transaction as agreed to by the Company and the Initial Consenting Noteholders, provided that any existing directors who wish to remain on the Board will be considered. Other governance matters shall be agreed to by the Company and the Initial Consenting Noteholders as part of the Definitive Documentation.
Initial Consenting Noteholders’ Advisors	The Company shall pay the reasonable fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Bennett Jones LLP and Stephens Inc., the legal and financial advisors to the Initial Consenting Noteholders, in each case in accordance with the terms and conditions of written agreements entered into with the Company.

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Releases	There shall be usual and customary CBCA Plan releases in connection with the implementation of the Transaction to be effective as of the Effective Date (the “Releases”) which shall, at a minimum, provide that the Company, its affiliates, the Consenting Noteholders, the foregoing parties’ respective officers, directors, principals, members, managed accounts or funds, fund advisors, employees, financial and other advisors, legal counsel and agents, each in their capacity as such, and such other parties as agreed to under the Support Agreement (the “Released Parties”) shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations and claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Exchange Transaction, the Support Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings and the transactions contemplated herein, provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, the Support Agreement, the CBCA Plan, as applicable, or any document ancillary to any of the foregoing.
Definitive Documentation	The Company and the Initial Consenting Noteholders shall, in good faith, negotiate, execute and deliver definitive documentation necessary to implement the Transaction (including any modifications, amendments or supplements thereto), each in form and substance acceptable to the Company and the Initial Consenting Noteholders.
Common Share Consolidation	The common shares of the Company may be consolidated in connection with the implementation of the Transaction, as may be determined by the Company and the Initial Consenting Noteholders.
Other Conditions and Approvals	The Transaction shall be subject to other approvals and conditions as are customary for transactions of this nature, including, without limitation, as applicable:
	(a)    receipt of any and all required consents and approvals from required security holders and other required parties, unless otherwise addressed pursuant to the Final Order;
	(b)    as part of the Transaction, all of the Convertible Debentures shall be exchanged in accordance with this Term Sheet and all claims with respect to the Convertible Debentures shall be irrevocably and finally extinguished, discharged and released;

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	(c)    the continued listing of the Company’s common shares on the Toronto Stock Exchange (subject to receipt of customary final documentation);
	(d)    extension of the Revolving Credit Facility for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to the Company and the Initial Consenting Noteholders;
	(e)    amendment to the Existing Second Lien Note Purchase Agreement to reflect the terms of and allow for the implementation of the Transaction in accordance with this Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders;
	(f)    execution of an intercreditor agreement to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the Existing Second Lien Notes and New Second Lien Notes in form and substance acceptable to the Company and the Initial Consenting Noteholders;
	(g)    the Support Agreement shall remain in full force and effect and shall not have terminated;
	(h)    entry of the Interim Order and Final Order in form and substance acceptable to the Company and the Initial Consenting Noteholders;
	(i)  payment of reasonable documented fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Bennett Jones LLP and Stephens Inc., the legal and financial advisors to the Initial Consenting Noteholders, in each case in accordance with the terms and conditions of written agreements entered into with the Company; and
	(j)  consummation of the CBCA Plan by the Outside Date.
Equity Incentive Plans	The Company shall not make changes to its existing equity incentive plans or implement any new or additional equity incentive plans, in each case on or prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders, and shall not prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders, settle any existing equity awards (other than in the ordinary course pursuant to the terms of the existing equity incentive plans) or deem the Transaction to be a change of control pursuant to any existing equity incentive plans.

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Second Lien Warrants	The Second Lien Warrants shall be amended as of the Effective Date to represent 5% of the outstanding common shares of the Company following implementation of the Transaction (subject to dilution by issuances under the Company’s equity incentive plans) and to have an amended exercise price equal to the equity value of the common shares of the Company, on a per share basis, based upon a methodology that has been agreed upon by the Company and the Initial Consenting Noteholders. The Second Lien Warrants shall dilute all of the outstanding common shares, including the New Common Shares, of the Company.
Public Announcements	All public announcements in respect of the Transaction shall be in form acceptable to the Company and the Initial Consenting Noteholders, provided that nothing shall prevent a party from making public disclosure in respect of the Transaction to the extent required by applicable law.
IV.      OTHER             MATTERS
Matters Subject to Approval, Satisfaction or Consent of a Party	In this Term Sheet, unless otherwise specifically provided, where matters are subject to the approval, agreement, acceptance, satisfaction and/or consent of a party, such matters shall be subject to such party acting reasonably.
Fractional Securities	No fractional shares will be issued. Any fractional shares that would otherwise have been issued shall be rounded down to the nearest whole number. The New Second Lien Notes and New Third Lien Notes shall be issued in minimum increments of $1,000 in U.S. dollars and the amount of New Second Lien Notes and/or New Third Lien Notes that any Senior Unsecured Noteholder may become entitled to pursuant to the Transaction shall in each case be rounded down to the nearest multiple of $1,000 in U.S. dollars without compensation therefor.
Note Ratings	The Company shall use commercially reasonable efforts in order to obtain ratings of the New Second Lien Notes and New Third Lien Notes from two credit rating agencies.
Governing Law	This Term Sheet and the Support Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

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V.        DEFINITIONS
Alternative Consideration Conditions	“Alternative Consideration Conditions” means, in respect of a Significant Holder or other Initial Consenting Noteholder to receive Alternative Consideration, (i) transferring its Senior Unsecured Notes out of the Depository Trust & Clearing Corporation (“DTCC”) and into fully registered form prior to the Consent Date, (ii) providing to the Company or its advisors all information reasonably requested in order to implement the issuance of the Alternative Consideration (including applicable registration information in respect of the New Second Lien Notes, New Third Lien Notes and New Common Shares to be issued to such party), and (iii) taking such other steps as the Company or its advisors may advise are reasonably necessary and complying with all applicable laws in order to implement the issuance of the Alternative Consideration.
Cash Interest Payment	“Cash Interest Payment” means, in the aggregate, in respect of the Existing Senior Unsecured Notes, all accrued and unpaid interest, at the contractual non-default rate, outstanding as at the Effective Date, less US$2 million.
Consent Date	“Consent Date” means May 15, 2019, or such later date as may be determined by the Company.
Consenting Noteholder New Notes Pro Rata Share	“Consenting Noteholder New Notes Pro Rata Share” shall be determined based on (i) the total principal amount of Existing Senior Unsecured Notes held by a Consenting Noteholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Existing Senior Unsecured Notes held by all Consenting Noteholders as at such record date; provided that in no event shall any Consenting Noteholder’s Consenting Noteholder New Notes Pro Rata Share of the New Second Lien Notes Pool exceed the aggregate principal amount of the Existing Senior Unsecured Notes held by such Consenting Noteholder at the applicable time.
Consenting Noteholder New Second Lien Note Amount	“Consenting Noteholder New Second Lien Note Amount” means, in respect of a Consenting Noteholder, the principal amount of its Consenting Noteholder New Notes Pro Rata Share of the New Second Lien Notes Pool; provided that if such Consenting Noteholder New Second Lien Note Amount based on the foregoing calculation is greater than the principal amount of the Existing Senior Unsecured Notes held by such Consenting Noteholder at the applicable time, then such Consenting Noteholder’s Consenting Noteholder New Second Lien Note Amount shall be equal to the principal amount of Existing Senior

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	Unsecured Notes held by such Consenting Noteholder at the applicable time.
Consenting Noteholder Pro Rata Share	“Consenting Noteholder Pro Rata Share” shall be determined based on (i) the total principal amount of Existing Senior Unsecured Notes held by a Consenting Noteholder, as at a record date to be determined, less its Consenting Noteholder New Second Lien Note Amount, divided by (ii) the aggregate principal amount of Existing Senior Unsecured Notes held by all Senior Unsecured Noteholders as at such record date, less the aggregate Consenting Noteholder New Second Lien Note Amounts of all Consenting Noteholders.
Consenting Noteholders	“Consenting Noteholders” means Senior Unsecured Noteholders who, on or prior to the Consent Date (i) enter into a Support Agreement (including by way of a Joinder Agreement) and comply with their obligations pursuant thereto, (ii) vote in favour of the CBCA Plan and/or (iii) otherwise support the Transaction, in each case in a manner acceptable to the Company acting reasonably.
Convertible Debenture Indenture	“Convertible Debenture Indenture” means the indenture dated as of August 6, 2016 between the Company and Computershare Trust Company of Canada, as amended from time to time.
Convertible Debentures	“Convertible Debentures” means convertible debentures issued pursuant to the Convertible Debenture Indenture.
Existing Second Lien Note Purchase Agreement	“Existing Second Lien Note Purchase Agreement” means the Note Purchase Agreement dated July 25, 2018, among Bellatrix Exploration Ltd., as Issuer, U.S. National Association, as Agent, and the other persons signatory thereto, as amended from time to time.
Existing Second Lien Notes	“Existing Second Lien Notes” means the U.S. dollar 8.5% second lien notes issued pursuant to the Existing Second Lien Note Purchase Agreement.
Existing Senior Unsecured Noteholder Claims	“Existing Senior Unsecured Noteholder Claims” means all outstanding obligations owing by any person or entity, whether as issuer, guarantor or otherwise, with respect to the Existing Senior Unsecured Notes or the Existing Senior Unsecured Notes Indenture as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments (including any applicable prepayment and/or make-whole amounts) as at the Effective Date.
Initial Consenting	“Initial Consenting Noteholders” means the Consenting

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Noteholders	Noteholders that executed a Support Agreement on March 28, 2019.
Joinder Agreement	“Joinder Agreement” means a joinder agreement, the form of which will be appended to the form of Support Agreement, pursuant to which a Senior Unsecured Noteholder agrees, among other things, to be bound by and subject to the terms of the Support Agreement and thereby become a Consenting Noteholder.
New Common Shares	“New Common Shares” means newly issued common shares of the Company to be issued on the Effective Date pursuant to the CBCA Plan.
New Second Lien Notes	“New Second Lien Notes” means new U.S. dollar 8.5% second lien notes due 2023 in the aggregate principal amount of US$50 million to be issued on the Effective Date by the Company pursuant to the Existing Second Lien Note Purchase Agreement and the CBCA Plan.
New Second Lien Notes Pool	“New Second Lien Notes Pool” means New Second Lien Notes in an aggregate principal amount equal to US$50 million.
New Third Lien Notes	“New Third Lien Notes” means new U.S. dollar third lien notes due 2023 in the aggregate principal amount of US$50 million to be issued on the Effective Date by the Company with (i) a maturity of December 15, 2023, (ii) an option for the Company to pay an interest rate of (1) (a) 12.5% (of which 9.5% shall be paid in kind and 3.0% shall be paid in cash) until December 31, 2021, and (b) 9.5% paid in cash after December 31, 2021, or (2) 9.5% paid in cash, (iii) security on collateral on a third priority basis to the liens securing the obligations under the Existing Second Lien Note Purchase Agreement, (iv) an option for the Company to pay down the New Third Lien Notes in full or in part, at any time, and from time to time, without any penalty or premium, and (v) such other terms and conditions as agreed by the Company and the Initial Consenting Noteholders.
Non-Consenting Noteholder Pro Rata Share	“Non-Consenting Noteholder Pro Rata Share” shall be determined based on (i) the total principal amount of Existing Senior Unsecured Notes held by a Senior Unsecured Noteholder that is not a Consenting Noteholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Existing Senior Unsecured Notes held by all Senior Unsecured Noteholders as at such record date, less the aggregate Consenting Noteholder New Second Lien Note Amounts of all Consenting Noteholders.

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Revolving Credit Facility	“Revolving Credit Facility” means the revolving facility governed by the Amended and Restated Credit Agreement among the Company, Borrower, National Bank of Canada, as Administrative Agent, and other parties signatories thereto, dated as of September 11, 2018 (as amended, restated or supplemented from time to time).
Second Lien Warrants	“Second Lien Warrants” means the warrants issued to the holders of the Existing Second Lien Notes in connection with the Senior Unsecured Notes Exchange Transaction.
Senior Unsecured Noteholder New Common Share Pool	“Senior Unsecured Noteholder New Common Share Pool” means New Common Shares representing approximately 51% (and for greater certainty, in no event less than 50.01%) of the aggregate issued and outstanding common shares of the Company on the Effective Date upon implementation of the Transaction pursuant to the CBCA Plan, on a fully diluted basis (subject to dilution on account of the exercise of the Second Lien Warrants, any outstanding or future equity grants pursuant to the Company’s equity incentive plans and any future equity issuances that dilute all common shares of the Company).
Senior Unsecured Noteholders	“Senior Unsecured Noteholders” means holders of Existing Senior Unsecured Notes.
Senior Unsecured Notes Exchange Transaction	“Senior Unsecured Notes Exchange Transaction” means, collectively, (i) the transactions completed by the Company on September 11, 2018 involving, among other things, the exchange of US$80 million in principal amount of previously outstanding Existing Senior Unsecured Notes for US$72 million of principal amount Existing Second Lien Notes and the issuance of additional US$15 million of principal amount of Existing Second Lien Notes pursuant to the Existing Second Lien Note Purchase Agreement, and (ii) the issuance of additional US$15 million of principal amount of Existing Second Lien Notes pursuant to the Existing Second Lien Note Purchase Agreement in December 2018.

EX-99.3

Exhibit 99.3

CONSENT AND SUPPORT AGREEMENT

This consent and support agreement dated as of March 28, 2019 (together with all schedules hereto, the “Agreement”) is entered into by and among: (i) Bellatrix Exploration Ltd. (the “Company”), and (ii) each of the other signatories to this Agreement (or a Joinder Agreement (as defined herein)) (each a “Consenting Debentureholder”, and collectively the “Consenting Debentureholders”), with each Consenting Debentureholder being a holder of, and/or investment advisor or manager with sole investment discretion with respect to holdings in, the Company’s 6.75% Extendible Convertible Unsecured Subordinated Debentures (the “Convertible Debentures”) issued pursuant to the Debenture Indenture dated as of August 9, 2016, between the Company, as Issuer, and Computershare Trust Company of Canada, as Trustee (the “Convertible Debenture Trustee”), as amended from time to time (the “Convertible Debenture Indenture”), regarding a series of transactions (collectively, the “Transaction”) pursuant to which, among other things, all of the Company’s Convertible Debentures will be exchanged for New Common Shares (as defined herein) pursuant to, at the election of the Company, either (i) a plan of arrangement (the “CBCA Plan”) to be implemented pursuant to proceedings (the “CBCA Proceedings”) under the Canada Business Corporations Act (the “CBCA”), or (ii) an amendment to the Convertible Debenture Indenture (the “Debenture Amendment”), in each case, subject to the terms and conditions set forth in this Agreement and the term sheet attached hereto as Schedule “C” (the “Term Sheet”), and/or as may otherwise be agreed by the Company and the Majority Consenting Debentureholders (as defined herein).

Capitalized terms used but not otherwise defined in the main body of this Agreement have the meanings given to them in Schedule “A” hereto or the Term Sheet, as applicable. The Company and the Consenting Debentureholders are collectively referred to herein as the “Parties” and each of the Company and each Consenting Debentureholder is a “Party”.

In consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

1. Transaction

The principal terms of the Transaction (the “Transaction Terms”) as agreed among the Parties are set forth in this Agreement and the Term Sheet, which Term Sheet is incorporated herein and made part of this Agreement. In the case of a conflict between the provisions contained in the main body of this Agreement and the Term Sheet, the provisions of the main body of this Agreement shall govern.

2. Representations and Warranties of the Consenting Debentureholders

Each Consenting Debentureholder, severally and not jointly, hereby represents and warrants to the Company (and hereby acknowledges that the Company is relying upon such representations and warranties) that:

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(a) as of the date hereof, it is the sole legal and beneficial owner of:

(i) Convertible Debentures in the aggregate principal amount set forth on its signature page to this Agreement (or its Joinder Agreement) (such Convertible Debentures being the “Relevant Convertible Debentures”, and the principal amount of the Relevant Convertible Debentures together with all obligations in respect of the Relevant Convertible Debentures, including all accrued and unpaid interest and any other amount that such Consenting Debentureholder is entitled to claim in respect of the Convertible Debentures, being its “Total Convertible Debt”), and no other Convertible Debentures; and

(ii) that number of Existing Shares set forth on its signature page to this Agreement (or its Joinder Agreement) (such Existing Shares being the “Relevant Shares”), and no other Existing Shares,

or has the sole voting and investment discretion over its Relevant Debt and its Relevant Shares and the power and authority to bind the beneficial owner(s) of such Relevant Debt and Relevant Shares to the terms of this Agreement;

(b) it has the power and authority to vote or direct the voting of its Relevant Debt and Relevant Shares;

(c) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and the execution and delivery of, and performance by such Consenting Debentureholder of its obligations under, this Agreement:

(i) are within its corporate, partnership, limited partnership or similar power, as applicable;

(ii) have been duly authorized, by all necessary corporate, partnership, limited partnership or similar action, as applicable, including all necessary consents of the holders of its equity or other participating interests where required; and

(iii) do not (x) contravene its certificate of incorporation, articles, by-laws, partnership or membership agreement, limited partnership agreement or other organizational documents, as applicable, (y) violate any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to it or any of its assets, or (z) conflict with, result in the breach of, constitute a default under, or require a consent under any contract material to such Consenting Debentureholder, to the extent such conflict, breach or default could reasonably be expected to prevent or delay the consummation of the Transaction;

(d) assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of such Consenting

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Debentureholder, enforceable against it in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity;

(e) it (i) is a sophisticated party with sufficient knowledge and experience to properly evaluate the terms and conditions of this Agreement; (ii) has conducted its own analysis and made its own decision, in the exercise of its independent judgment, to enter into this Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and (iv) has not relied on the analysis or the decision of any Person other than its own members, employees, representatives or independent advisors;

(f) neither its Relevant Debt nor its Relevant Shares are subject to any liens, charges, encumbrances, obligations or other restrictions that would reasonably be expected to adversely affect its ability to perform its obligations under this Agreement, including its obligations under Section 4;

(g) except as contemplated by this Agreement, such Consenting Debentureholder has not deposited any of its Relevant Debt or Relevant Shares into a voting trust, or granted (or permitted to be granted) any proxies or powers of attorney or attorney in fact, or entered into a voting agreement, understanding or arrangement, with respect to the voting of its Relevant Debt or Relevant Shares where such trust, grant, agreement, understanding or arrangement would adversely affect the ability of such Consenting Debentureholder to comply with its obligations under this Agreement, including its obligations under Section 4;

(h) other than, to the extent applicable in connection with a CBCA Plan, (i) the Interim Order and any approvals required by the Interim Order, and (ii) the Final Order, no authorization, approval, license, permit, order, authorization of, or registration, declaration or filing with, any third party or Governmental Entity is required to be obtained or made by or with respect to such Consenting Debentureholder in connection with the execution, delivery and performance by the Consenting Debentureholder of this Agreement and consummation of the transactions herein or the performance of its obligations hereunder;

(i) to the best of its knowledge, after due inquiry, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against it or any of its properties that, individually or in the aggregate, would reasonably be expected to impair such Consenting Debentureholder’s ability to execute and deliver this Agreement and to comply with its terms; and

(j) it is resident in the jurisdiction indicated on its signature page to this Agreement.

3. The Company’s Representations and Warranties

The Company hereby represents and warrants to each Consenting Debentureholder (and the Company hereby acknowledges that each Consenting Debentureholder is relying upon such representations and warranties) that:

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(a) the Board has approved the Transaction;

(b) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and it has all requisite corporate power and corporate capacity to enter into this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby;

(c) the execution and delivery of this Agreement by it and satisfaction of the obligations hereunder, and the completion of the transactions contemplated herein do not and will not, subject to obtaining all requisite approvals required in connection with the CBCA Plan, (i) violate or conflict in any material respect with any Law applicable to it or any of its property or assets or (ii) result (with due notice or the passage of time or both) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under its certificate of incorporation, articles, by-laws or other constating documents;

(d) assuming the due authorization, execution and delivery by the Consenting Debentureholders, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity;

(e) it (i) is a sophisticated party with sufficient knowledge and experience to properly evaluate the terms and conditions of this Agreement; (ii) has conducted its own analysis and made its own decision, in the exercise of its independent judgment, to enter into this Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and (iv) has not relied on the analysis or the decision of any Person other than its own members, employees, representatives or independent advisors;

(f) to the best of its knowledge, after due inquiry, there is not now pending or threatened against it, nor has it received written notice in respect of, any claim, potential claim, litigation, action, suit, arbitration or other proceeding by or before any Governmental Entity, which would reasonably be expected to impair its ability to execute and deliver this Agreement and to comply with its terms;

(g) no Event of Default (as defined under the Convertible Debenture Indenture) has occurred or is continuing under the Convertible Debenture Indenture or the Convertible Debentures other than as may be contemplated by the terms of this Agreement;

(h) the financial statements issued by the Company on or after January 1, 2018, fairly reflect in all material respects as of the dates thereof, the consolidated financial condition of the Company and the results of its operations for the periods covered thereby and have been prepared in accordance with IFRS and, since November 1, 2018, there has been no material adverse change in the consolidated financial condition of the Company or its properties, assets, condition or undertakings;

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(i) it has complied with its public reporting obligations under applicable securities Laws in all material respects and all documents filed by the Company with the relevant securities regulators: (i) complied with all applicable securities Laws in all material respects; and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(j) it is authorized to issue an unlimited number of common shares and 95,978,621 preferred shares, of which 80,909,225 common shares as of the date hereof and 0 preferred shares are issued and outstanding, and it has no other capital stock authorized or issued and outstanding, other than no more than 1,140,704 restricted share units, 763,075 performance share units, 821,954 deferred share units and 952,532 stock options outstanding and unvested warrants exercisable for 3,088,205 common shares; and, other than the foregoing, there are no other outstanding options, warrants, convertible securities (other than the Convertible Debentures) or rights of any kind to purchase or otherwise acquire capital stock or other securities of the Company; and

(k) except as disclosed in the Information, no order halting or suspending trading in securities of the Company or prohibiting the sale of such securities has been issued to and is outstanding against the Company, and to the best of its knowledge, after due inquiry, no investigations or proceedings for such purpose are pending or threatened.

4. Consenting Debentureholders’ Covenants and Consents

Subject to, and in consideration of, the matters set forth in Section 5 below, each Consenting Debentureholder (severally and not jointly) hereby acknowledges, covenants and agrees:

(a) to the Transaction and the Transaction Terms in respect of all of its Relevant Debt and Relevant Shares, and to the implementation of the Transaction pursuant to a CBCA Plan or a Debenture Amendment, as determined by the Company pursuant to the Transaction Terms;

(b) not to, directly or indirectly, from the date hereof to the date this Agreement is terminated:

(i) sell, assign, lend, pledge, mortgage or hypothecate, dispose or otherwise transfer (in each case, “Transfer”) any of its Relevant Debt or Relevant Shares, or any rights or interests therein, including, but not limited to, the right to vote (or permit any of the foregoing with respect to any of its Relevant Debt or Relevant Shares), or enter into any agreement, arrangement or understanding in connection therewith, except with the prior written consent of the Company; provided that, subject to applicable Laws, without the consent of the Company, each Consenting Debentureholder may Transfer its Relevant Debt and/or Relevant Shares

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to another fund that is managed by such Consenting Debentureholder and for which such Consenting Debentureholder has (and continues to exercise) sole voting and investment discretion with respect to the Relevant Debt and Relevant Shares subject to such Transfer, and such Consenting Debentureholder shall continue to be bound by this Agreement in respect of all of the Relevant Debt and Relevant Shares. Any Transfer that does not comply with this Section 4(b)(i) shall be void ab initio;

(ii) except as contemplated by this Agreement, deposit any of its Relevant Debt or Relevant Shares into a voting trust, or grant (or permit to be granted) any proxies or powers of attorney or attorney in fact, or enter into a voting agreement, understanding or arrangement, with respect to the voting of its Relevant Debt or Relevant Shares if such trust, grant, agreement, understanding or arrangement would in any manner restrict the ability of the Consenting Debentureholder to comply with its obligations under this Agreement, including the obligations in Section 4 of this Agreement;

(c) if a Consenting Debentureholder acquires additional Convertible Debentures other than the Relevant Debt (“Additional Debt”) or additional Existing Shares of the Company other than the Relevant Shares (the “Additional Shares”) that are not otherwise subject to this Agreement, such Additional Debt and/or Additional Shares shall automatically and immediately upon acquisition by such Consenting Debentureholder be deemed to constitute Relevant Debt (together with all accrued and unpaid interest thereon and any other amounts that the Consenting Debentureholder is entitled to claim in respect of the Additional Debt) and Relevant Shares, respectively, of such Consenting Debentureholder subject to all of the terms of this Agreement, and such Consenting Debentureholder hereby agrees to provide written notice to the Company and Goodmans LLP advising of (i) the acquisition by such Consenting Debentureholder of Additional Debt or Additional Shares, (ii) the principal amount of Additional Debt or the number of Additional Shares acquired by such Consenting Debentureholder, as applicable, and (iii) the date of such acquisition, within two (2) Business Days of any such acquisition;

(d) not to take any action, directly or indirectly, that is inconsistent with its obligations under this Agreement or that would frustrate, hinder or delay the consummation of the Transaction; provided that nothing in this Agreement shall restrict, limit, prohibit, or preclude, in any manner not inconsistent with its obligations under this Agreement, any of the Consenting Debentureholders from (A) appearing in Court with respect to any motion, application or other documents filed by the Company and objecting to the relief requested therein to the extent such relief is inconsistent with terms of this Agreement, (B) enforcing any rights under this Agreement, including any consent or approval rights set forth herein, or (C) contesting whether any matter, fact or thing is a breach of, or is inconsistent with, this Agreement, or exercising any rights or remedies reserved herein;

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(e) to vote (or cause to be voted) all of its Relevant Debt and Relevant Shares, as applicable:

(i) by the Consent Date, in favour of the approval, consent, ratification and adoption of the CBCA Plan (and any actions required in furtherance thereof) in accordance with the terms herein; and

(ii) against the approval, consent, ratification and adoption of any matter or transaction that, if approved, consented to, ratified or adopted could reasonably be expected to delay, challenge, frustrate or hinder the consummation of the Transaction and/or the CBCA Plan, as applicable;

and that it shall tender its proxy or voting instructions for any such vote in a timely manner in compliance with any applicable deadlines, provided that, for certainty, in respect of the CBCA Plan, it shall tender its proxy or voting instructions in favour of the CBCA Plan by the Consent Date;

(f) not to propose, file, solicit, vote for (or cause to vote for ), agree to or otherwise support any alternative offer, transaction (including exchange transaction), restructuring, liquidation, workout or plan of compromise or arrangement or reorganization of or for the Company, including, without limitation, any proceeding or plan of arrangement under the CBCA, other legislation or otherwise, any exchange transaction pursuant to an exchange offer or otherwise, or any debenture amendment that is inconsistent with the Transaction or this Agreement;

(g) in the event the Transaction is implemented pursuant to a CBCA Plan, to support, and to instruct its advisors to support all motions filed by the Company in the CBCA Proceedings that are consistent with and in furtherance of the Transaction and the CBCA Plan;

(h) if requested by the Company, to provide commercially reasonable assistance to the Company in obtaining any required regulatory approvals and/or required material third party approvals to effect the Transaction, in each case at the expense of the Company;

(i) to execute any and all documents and perform any and all commercially reasonable acts required by this Agreement to satisfy its obligations hereunder and complete the Transaction pursuant to the terms hereof, including any consent, approval, amendment or waiver requested by the Company, acting reasonably;

(j) to the non-payment of interest by the Company in respect of the Convertible Debentures while the Support Agreement is in effect (the “Interest Non-Payment”), and to waive, now and in the future, any default or event of default under the Relevant Debt that may occur as a result of such Interest Non-Payment;

(k) to waive, now and in the future, any default or event of default under the Relevant Debt that may occur solely as a result of any action taken prior to any termination

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of this Agreement in respect of (i) the commencement and/or continuation of the CBCA Proceedings, or (ii) the pursuit of the Transaction, including the entering into of any related documents, in each case in conformity with this Agreement (each such action, a “Transaction Related Act”);

(l) to (i) not accelerate, enforce any right or take any action or initiate any proceeding to accelerate or enforce the payment or repayment of any of its Relevant Debt in connection with any Transaction Related Act or the Interest Non-Payment, (ii) not support any other Person in taking any of the foregoing actions in connection with any Transaction Related Act or the Interest Non-Payment, and (iii) rescind any acceleration of the Relevant Debt in connection with any Transaction Related Act or the Interest Non-Payment, whether such acceleration is automatic pursuant to the terms of the Convertible Debenture Indenture or initiated by one or more holders of the Relevant Debt;

(m) to forbear from exercising (or directing any trustee or agent in respect of any of the Relevant Debt to exercise) remedies, powers or privileges, or from instituting (or directing any trustee or agent in respect of any of the Relevant Debt to institute) any enforcement actions or collection actions, with respect to any obligations under the Relevant Debt in connection with any Transaction Related Act or the Interest Non-Payment;

(n) to consent to a stay of any default as a result of any Transaction Related Act or the Interest Non-Payment in connection with its Relevant Debt (and to direct any applicable agent or trustee to consent to such stay);

(o) to the existence and terms of this Agreement, the Transaction and the Transaction Terms being set out in any public disclosure, including, without limitation, press releases and court materials, produced by the Company, and to this Agreement being filed on SEDAR and/or EDGAR and with the Court in connection with any CBCA Proceedings, as applicable; and

(p) to not make any public announcement, statement or other disclosure with respect to this Agreement, the Transaction or the Transaction Terms without the prior written approval of the Company, except as, and only to the extent that, the disclosure is required by applicable Law, by any stock exchange rules on which its securities are traded, by any other regulatory authority having jurisdiction over such Consenting Debentureholder, or by any court of competent jurisdiction; provided, however, that such Consenting Debentureholder shall provide the Company with a copy of such disclosure in advance of any release and an opportunity to consult with such Consenting Debentureholder as to the contents and to provide comments thereon, to the extent practicable under the circumstances.

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5. Company’s Covenants

Subject to, and in consideration of, the matters set forth in Section 4 above, the Company hereby acknowledges, covenants and agrees:

(a) to take all reasonable actions necessary to implement the Transaction on the timetable set forth herein;

(b) to use commercially reasonable efforts to achieve the following timeline (which timeline may be extended at any time as agreed by the Company and the Majority Consenting Debentureholders):

(i) if, at the election of the Company, the Transaction is to be implemented pursuant to a CBCA Plan:

(A) filing the application in the CBCA Proceedings seeking the Interim Order by no later than April 18, 2019;

(B) implement the Transaction pursuant to the CBCA Plan on or prior to the Outside Date; or

(ii) if, at the election of the Company, the Transaction is to be implemented pursuant to a Debenture Amendment:

(A) implement the Transaction pursuant to the Debenture Amendment on or prior to the Outside Date;

(c) not to, directly or indirectly, without the consent of the Majority Consenting Debentureholders, modify the Transaction, in whole or in part, in a manner that is inconsistent with the terms of this Agreement, or take any action that is materially inconsistent with, or is intended or is likely to interfere with or delay the consummation of, the Transaction, except as required by applicable Law or by any stock exchange rules, by any other regulatory authority having jurisdiction over the Company or by any court of competent jurisdiction;

(d) to take reasonable actions to oppose and object to any action by an Person seeking to object to, delay, impede or take any other action to interfere with the approval or implementation of the Transaction;

(e) to promptly notify the Consenting Debentureholders and/or their advisors of any material breach of a representation, warranty or covenant by the Company under this Agreement which would result in a failure to satisfy the conditions set out in Section 8 of this Agreement; and

(f) to promptly notify the Consenting Debentureholders and/or their advisors of any claims threatened or brought against it which may impede or delay the consummation of the Transaction.

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6. Negotiation of Documents

(a) Subject to the terms and conditions of this Agreement, the Parties shall reasonably cooperate with each other and shall coordinate their activities (to the extent practicable) in respect of (i) the timely satisfaction of conditions with respect to the effectiveness of the Transaction as set forth herein and, as applicable, the CBCA Plan, (ii) all matters concerning the pursuit, support and implementation of the Transaction as set forth herein and, as applicable, the CBCA Plan, and (iii) the satisfaction of each Party’s own obligations hereunder. Furthermore, subject to the terms and conditions of this Agreement, each of the Parties shall take such commercially reasonable actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings, in each case at the expense of the Company.

(b) Subject to the terms and conditions of this Agreement, each Party hereby covenants and agrees (i) to use its commercially reasonable efforts to negotiate, in good faith and consistent with this Agreement, the Definitive Documents and all ancillary documents relating thereto, as applicable, and (ii) to the extent it is party thereto, to execute, deliver and otherwise perform its obligations under such documents.

7. Conditions to Consenting Debentureholders’ Voting Obligations

If, at the election of the Company, the Transaction is being implemented pursuant to a CBCA Plan, each Consenting Debentureholder’s obligation to vote in favour of the CBCA Plan pursuant to Section 4(e)(i) hereof shall be subject to the satisfaction of the following conditions, each of which may be waived in whole or in part, solely by the Majority Consenting Debentureholders (provided that such conditions shall not be enforceable by the Consenting Debentureholders if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Consenting Debentureholder seeking enforcement or a breach by the Consenting Debentureholder of its own representation, warranty, agreement or covenant under this Agreement):

(a) this Agreement shall not have been terminated;

(b) the Interim Order shall have been obtained on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof);

(c) the Company shall have complied in all material respects with each covenant and obligation in this Agreement that is to be performed on or before the date that is three (3) Business Days prior to the Consent Date;

(d) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Consent Date with the same force and effect as if made at and as of such date,

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except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement; and

(e) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Majority Consenting Debentureholders, each acting reasonably.

8. Conditions to the Transaction

(a) If, at the election of the Company, the Transaction is being implemented pursuant to a CBCA Plan, the Transaction shall be subject to the reasonable satisfaction of the following conditions prior to the Effective Time, each of which is for the benefit of the Company, on the one hand, and the Consenting Debentureholders, on the other hand, and may be waived in whole or in part by the Company and the Majority Consenting Debentureholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement):

(i) this Agreement shall not have been terminated;

(ii) the CBCA Plan shall have been approved by the Court and the requisite majority of affected stakeholders as and to the extent required by the Court;

(iii) the Final Order shall have been granted by the Court, and the implementation, operation or effect of the Final Order shall not have been stayed, varied in a manner not acceptable to the Company or the Majority Consenting Debentureholders, each acting reasonably, vacated or be subject to pending appeal;

(iv) the CBCA Plan and the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof);

(v) all filings that are required under applicable Laws in connection with the Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Transaction shall have been obtained and, in the case of waiting or

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suspensory periods, such waiting or suspensory periods shall have expired or been terminated;

(vi) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Majority Consenting Debentureholders, each acting reasonably;

(vii) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan;

(viii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and

(ix) the Effective Date shall occur by the Outside Date or such later date as the Company and the Majority Consenting Debentureholders may agree.

(b) If, at the election of the Company, the Transaction is being implemented pursuant to a Debenture Amendment, the Transaction shall be subject to the reasonable satisfaction of the following conditions prior to the Effective Time, each of which is for the benefit of the Company, on the one hand, and the Consenting Debentureholders, on the other hand, and may be waived in whole or in part by the Company and the Majority Consenting Debentureholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement):

(i) this Agreement shall not have been terminated;

(ii) the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof);

(iii) all filings that are required under applicable Laws in connection with the Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Transaction shall have been obtained and, in the case of waiting or

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suspensory periods, such waiting or suspensory periods shall have expired or been terminated;

(iv) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Majority Consenting Debentureholders, each acting reasonably;

(v) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected restrain, prohibit or materially impede the Transaction; and

(vi) the Effective Date shall occur by the Outside Date or such later date as the Company and the Majority Consenting Debentureholders may agree.

(c) The obligations of the Company to complete the Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Company and may be waived in whole or in part, solely by the Company (provided that such conditions shall not be enforceable by the Company if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Company or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement):

(i) the Consenting Debentureholders shall have complied in all material respects with their covenants and obligations in this Agreement that are to be performed on or before the Effective Date; and

(ii) the representations and warranties of the Consenting Debentureholders set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement.

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(d) The obligations of the Consenting Debentureholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Consenting Debentureholders and may be waived in whole or in part, solely by the Majority Consenting Debentureholders (provided that such conditions shall not be enforceable by the Consenting Debentureholders if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Consenting Debentureholder seeking enforcement or a breach by the Consenting Debentureholder of its own representation, warranty, agreement or covenant under this Agreement):

(i) the Company shall have complied in all material respects with its covenants and obligations in this Agreement that are to be performed on or before the Effective Date;

(ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement;

(iii) all common shares of the Company, including the New Common Shares, shall be listed and conditionally approved for trading on the TSX, subject only to the receipt of customary final documentation;

(i) immediately following implementation of the Transaction, the aggregate principal amount of the Company’s secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and (b) up to US$202.2 million of secured and unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s) acceptable to the Company and the Majority Consenting Debentureholders; and

(ii) the Company shall have paid, within a reasonable period following presentation of invoices, the reasonable and documented fees and expenses of counsel to the Initial Consenting Debentureholder up to a maximum aggregate amount agreed to in advance by the Company, provided that such counsel shall have provided the Company with invoices

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for all such fees and expenses at least three (3) Business Days prior to the Effective Date.

9. Releases

The Parties agree that there shall be usual and customary releases (including contractual releases and, if applicable, releases pursuant to the CBCA Plan) in connection with the implementation of the Transaction to be effective as of the Effective Date (collectively, the “Releases”). The Releases shall provide, inter alia, that the Company, the Consenting Debentureholders, the Convertible Debenture Trustee, the Consenting Noteholders, the Existing Senior Unsecured Notes Trustee, the Existing Second Lien Noteholders, the Existing Second Lien Notes Agent, the First Lien Lenders, the First Lien Agent, and each of the foregoing persons’ respective principals, members, managed accounts or funds, fund advisors, current and former directors and officers, employees, financial and other advisors, legal counsel and agents, each in their capacity as such (collectively, the “Released Parties”) shall be released and discharged from any and all present and future actions, causes of action, damages, judgments, executions, obligations and claims of any kind or nature whatsoever (other than liabilities or claims attributable to any of Released Party’s gross negligence, fraud or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction) arising on or prior to the Effective Date in connection with (i) in the case of a CBCA Plan, the Convertible Debentures, the Convertible Indenture Debenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, this Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings, the transactions contemplated herein, and any other actions, agreements, documents or matters related directly or indirectly to the foregoing, or (ii) in the case of a Debenture Amendment, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, this Agreement, the Transaction and the transactions contemplated herein, and any other actions, agreements, documents or matters related directly or indirectly to the foregoing; provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, this Agreement, the CBCA Plan, as applicable, or any document ancillary to any of the foregoing.

10. Superior Proposal

(a) Except as otherwise provided in this Section 10 or with the prior consent of the Majority Consenting Debentureholders, the Company shall not, directly or indirectly, commence, consummate an agreement to commence, make, seek, solicit, assist, initiate, encourage, facilitate, propose, file, support, or initiate any discussions or negotiations regarding any alternative offer, restructuring, sale of assets, merger, workout, plan or arrangement or plan of reorganization other than the Transaction.

(b) Notwithstanding Section 10(a) or any other provision of this Agreement, in the event the Company receives a bona fide unsolicited proposal, the Company is permitted to negotiate, advance, facilitate and enter into a transaction in respect of any such proposal if, following receipt of advice from outside legal and financial

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advisors, the Board believes in good faith, in the exercise of its fiduciary duties, that such proposal could reasonably be expected to result in a transaction more favourable to the Company and its stakeholders than the Transaction (a “Superior Proposal”).

11. Termination

(a) This Agreement (and, for certainty, any Joinder Agreement) may be terminated by the Majority Consenting Debentureholders (provided that the Total Convertible Debt held by any Breaching Debentureholder shall be excluded when determining whether the Majority Consenting Debentureholders are entitled to terminate this Agreement pursuant to this Section 11(a)) by providing written notice to the Company in accordance with Section 15(o) upon the occurrence and continuation of any of the following events:

(i) a material breach of any covenant or agreement set forth in this Agreement by the Company that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Consenting Debentureholders to the Company of such material breach;

(ii) any representation, warranty or acknowledgement of the Company made in this Agreement shall prove untrue in any material respect as of the date when made that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Consenting Debentureholders to the Company of such breach;

(iii) the Company fails to meet any of the milestones set forth in the Term Sheet and this Agreement (or such later dates as the Company and the Majority Consenting Debentureholders may agree), unless such failure is the result of any act, omission, or delay on the part of a Consenting Debentureholder;

(iv) the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal;

(v) any other consent and support agreement (or any such agreement of similar effect) entered into by the Company in respect of implementing the Transaction is terminated; or

(vi) if any final decision, order or decree is made by a Governmental Entity or an action or investigation is announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, prohibits or materially impedes the Transaction,

in each case unless the event giving rise to the termination rights is waived or cured in accordance with the terms hereof.

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(b) This Agreement (and, for certainty, any Joinder Agreement) may be terminated by the Company by providing written notice to the Consenting Debentureholders in accordance with Section 15(o) upon the occurrence and continuation of any of the following events:

(i) if at any time the Consenting Debentureholders that are party to this Agreement hold in aggregate less than 50% of the principal amount of outstanding Convertible Debentures;

(ii) the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal;

(iii) the Convertible Debentures are repaid in cash in full (including any and all accrued and unpaid interest) on or prior to the Effective Date;

(iv) the Transaction is not completed by the Outside Date, or such later date as the Company and the Majority Consenting Debentureholders may agree;

(v) if any final decision, order or decree is made by a Governmental Entity or an action or investigation is announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, prohibits or materially impedes the Transaction,

in each case unless the event giving rise to the termination rights is waived or cured in accordance with the terms hereof.

(c) This Agreement (and, for certainty, any Joinder Agreement) may be terminated by the Company as to a breaching Consenting Debentureholder (the “Breaching Debentureholder”) only, by providing written notice to such Breaching Debentureholder in accordance with Section 15(o);

(i) if the Breaching Debentureholder has taken any action inconsistent with this Agreement or failed to comply with, or defaulted in the performance or observance of, in any material respect, any term, condition, covenant or agreement set forth in this Agreement that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Company to the Breaching Debentureholder of such failure or default; or

(ii) any representation, warranty or acknowledgement of such Breaching Debentureholder made in this Agreement shall prove untrue in any material respect as of the date when made that has not been cured (if susceptible to cure) within five (5) Business Days after written notice by the Company to the Breaching Debentureholder of such breach,

and the Breaching Debentureholder shall thereupon no longer be a Consenting Debentureholder.

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(d) If this Agreement is amended, modified or supplemented in a manner which adversely affects the recoveries and treatment of Consenting Debentureholders compared to the recoveries and treatment set forth in the Term Sheet, then any Consenting Debentureholder that objects to any such amendment, modification or supplement may, within five (5) Business Days of receiving notice of such amendment, modification or supplement, terminate such Consenting Debentureholder’s obligations under this Agreement by providing written notice to the Company in accordance with Section 15(o) and such Consenting Debentureholder shall thereupon no longer be a Consenting Debentureholder.

(e) This Agreement may be terminated at any time by mutual written consent of the Company and the Majority Consenting Debentureholders.

(f) This Agreement shall terminate automatically on the Effective Date upon the implementation of the Transaction.

12. Effect of Termination

Upon termination of this Agreement pursuant to the terms hereof, this Agreement shall be of no further force and effect and each Party hereto shall be automatically and simultaneously released from its commitments, undertakings and agreements under this Agreement, except for the rights, agreements, commitments and obligations under Sections 12 and 15, which shall survive the termination of this Agreement, and each Party shall have the rights and remedies that it would have had if it had not entered into this Agreement and shall be entitled to take all actions, whether with respect to the Transaction or otherwise, that it would have been entitled to take had it not entered into this Agreement. For greater certainty, the representations, warranties and covenants herein shall not survive and shall be of no further force or effect from and after the Effective Date, provided that the rights, agreements, commitments and obligations under Sections 12 and 15, shall survive the Effective Date.

13. Further Assurances

Subject to the terms and conditions of this Agreement, each Party shall use commercially reasonable efforts to perform all obligations required to be performed by it under this Agreement and take all such actions as are commercially reasonable, deliver to the other Parties such further information and documents, and execute and deliver to the other Parties such further instruments and agreements as another Party shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purpose of this Agreement or to assure to the other Party the benefits of this Agreement, including, the consummation of the Transaction.

14. Public Announcements

All public announcements in respect of the Transaction shall be made solely by the Company, and shall be in form and substance acceptable to the Company; provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Transaction to the extent required by applicable Law.

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15. Miscellaneous

(a) Notwithstanding anything herein to the contrary, this Agreement applies only to each Consenting Debentureholder’s Relevant Debt and Relevant Shares (including any Additional Debt and Additional Shares in accordance with Section 4(c) hereof) and to each Consenting Debentureholder solely with respect to its legal and/or beneficial ownership of, or its investment and voting discretion over, its Relevant Debt and Relevant Shares (including any Additional Debt and Additional Shares in accordance with Section 4(c) hereof) and not, for greater certainty, to any other securities, loans or obligations that may be held by any client of such Consenting Debentureholder whose funds or accounts are managed by such Consenting Debentureholder, where those funds or accounts are not otherwise subject to this Agreement (including, for greater certainty, where such funds or accounts become subject to any Transfer permitted pursuant to Section 4(b)(i) hereof) and, without limiting the generality of the foregoing, shall not apply to:

(i) any securities, loans or other obligations that may be held, acquired or sold by, or any activities, services or businesses conducted or provided by, any group or business unit within an Affiliate of the Consenting Debentureholder: (A) that has not been involved in and is not acting at the direction of or with knowledge of the affairs of the Company provided by any Person involved in the Transaction discussions; or (B) that is on the other side of an information firewall with respect to the officers, partners and employees of such Consenting Debentureholder who have been working on the Transaction and is not acting at the direction of or with knowledge of the affairs of any of the Company provided by any officers, partners and employees of such Consenting Debentureholder who have been working on the Transaction;

(ii) any securities, loans or other obligations that may be beneficially owned by clients of a Consenting Debentureholder, including accounts or funds managed by the Consenting Debentureholder, that are not Relevant Debt or Relevant Shares; or

(iii) any securities, loans or other obligations that may be beneficially owned by clients of a Consenting Debentureholder that are not managed or administered by the Consenting Debentureholder.

(b) Subject to Sections 4 and 15(a) hereof, nothing in this Agreement is intended to preclude a Consenting Debentureholder from engaging in any securities transactions, subject to (i) compliance with applicable securities Laws and (ii) the agreements set forth herein with respect to the Consenting Debentureholder’s Relevant Debt and Relevant Shares.

(c) At any time, a Convertible Debentureholder that is not a Consenting Debentureholder may agree with the Company to become a Party to this

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Agreement by executing and delivering pursuant to Section 15(o) hereof to the Company, with copies to Goodmans LLP, a Joinder Agreement.

(d) The headings in this Agreement are for convenience of reference and are not part of and are not intended to govern, limit, modify, restrict or aid in the construction or interpretation of any term or provision hereof.

(e) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

(f) Unless otherwise specifically indicated, all sums of money referred to in this Agreement are expressed in lawful money of Canada.

(g) This Agreement (including the Term Sheet and the other schedules attached to this Agreement) constitutes the entire agreement among the Parties and supersedes all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter hereof; provided, however, that this Agreement does not alter or supersede any confidentiality or non-disclosure agreement in effect between the Company and any of the Consenting Debentureholders and/or any of their advisors. No prior history, pattern or practice of sharing confidences among or between the Parties shall in any way affect or negate this understanding and agreement.

(h) Any Person signing this Agreement in a representative capacity (i) represents and warrants that he/she is authorized to sign this Agreement on behalf of the Party he/she represents and that his/her signature upon this Agreement will bind the represented Party to the terms hereof, and (ii) acknowledges that the other Party hereto has relied upon such representation and warranty.

(i) Except as otherwise expressly provided herein, this Agreement may be modified, amended or supplemented as to any matter by an instrument in writing (which may include email) by the Company and the Majority Consenting Debentureholders, and any matter requiring the agreement, waiver, consent, acceptance or approval under this Agreement of the Consenting Debentureholders shall require the agreement, waiver, consent, acceptance or approval of the Majority Consenting Debentureholders. The Company shall be entitled to rely on the information provided by each Consenting Debentureholder on its signature page to this Agreement (or its Joinder Agreement), as may be updated from time to time by the Consenting Debentureholder or by its advisors on such Consenting Debentureholder’s behalf, so as to enable the Company to determine whether the Majority Consenting Debentureholders have agreed, waived, consented to, accepted or approved a particular matter pursuant to this Agreement. The Consenting Debentureholders shall be entitled to rely on written confirmation from Goodmans LLP (which may include email) that the Company has agreed, waived, consented to, accepted or approved a particular matter pursuant to this Agreement.

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(j) It is understood and agreed that none of the Consenting Debentureholders have any agreements, commitments or undertakings by, among or between any of them with respect to any voting arrangements or otherwise in connection with the Transaction or otherwise respect to the matters that are the subject of this Agreement.

(k) Time is of the essence in the performance of the Parties’ respective obligations. Any date, time or period referred to in this Agreement shall be of the essence, except to the extent to which the Parties agree in writing (which may include email) to vary any date, time or period, in which event the varied date, time or period shall be of the essence.

(l) No condition in this Agreement shall be enforceable by a Party if any failure to satisfy such condition results from an action, error or omissions by or within the control of such Party.

(m) The agreements, representations and obligations of the Consenting Debentureholders under this Agreement are, in all respects, several and not joint and several.

(n) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise.

(o) All notices and other communications which may be or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if delivered in person, internationally recognized overnight courier or email. All notices required or permitted hereunder shall be deemed effectively given: (i) upon personal delivery to the Party to be notified, (ii) when sent by email if sent during normal business hours of the recipient, and if not, then on the next Business Day of the recipient, or (iii) one (1) Business Day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Any Party may change the address to which notice should be given to such Party by providing written notice to the other Parties hereto of such change. The address and email for each of the Parties shall be as follows:

(i) If to the Company, at:

Bellatrix Exploration Ltd.

1920, 800 5^th Avenue SW

Calgary, Alberta T2P 3T6

Canada

Attention:              Charles R. Kraus

Email:                    Chuck.Kraus@bxe.com

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With a required copy (which shall not be deemed notice) to:

Goodmans LLP

333 Bay Street, Suite 3400

Toronto, Ontario M5H 2S7

Canada

Attention:              Robert J. Chadwick / Caroline Descours

Email:                    rchadwick@goodmans.ca / cdescours@goodmans.ca

(ii) If to the Initial Consenting Debentureholder, at:

[Redacted]

With a required copy (which shall not be deemed notice) to:

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West

Toronto ON M5V 3J7

Canada

Attention:              Jay Swartz / Robin B. Schwill

Email:                    jswartz@dwpv.com / rschwill@dwpv.com

(iii) If to one or more of the Consenting Debentureholders that is not the Initial Consenting Debentureholder, at the address set forth for each applicable Consenting Debentureholder on its signature page to this Agreement or a Joinder Agreement.

(p) If any term or other provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, void or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the greatest extent possible.

(q) Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other Person shall be a third party beneficiary hereof.

(r) Except as otherwise set forth in Section 4(b), no Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other Parties hereto.

(s) It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement and each non-breaching Party shall be entitled, in addition to any other remedy that may be available under

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applicable law, to specific performance and injunctive or other equitable relief as a remedy of any such breach, including an order by a court of competent jurisdiction requiring any Party to comply promptly with any of such obligations, without the necessity of proving the inadequacy of money damages as a remedy. Each Party hereby waives any requirement for the security or posting of any bond in connection with such remedies.

(t) All rights, powers, and remedies provided under this Agreement or otherwise in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

(u) This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflicts of law. Each Party submits to the jurisdiction of the courts of the Province of Ontario in any action or proceeding arising out of or relating to this Agreement. The Parties shall not raise any objection to the venue of any proceedings in any such court, including the objection that the proceedings have been brought in an inconvenient forum.

(v) The Parties waive any right to trial by jury in any proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, present or future, and whether sounding in contract, tort or otherwise. Any Party may file a copy of this provision with any court as written evidence of the knowing, voluntary and bargained for agreement between the Parties irrevocably to waive trial by jury, and that any proceeding whatsoever between them relating to this Agreement or any of the transactions contemplated by this Agreement shall instead be tried by a judge or judges of the court sitting without a jury.

(w) This Agreement may be signed in counterparts, each of which, when taken together, shall be deemed an original. Execution of this Agreement is effective if a signature is delivered by electronic (e.g., pdf) transmission.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Agreement has been agreed and accepted as of the date first written above.

BELLATRIX EXPLORATION LTD.
	Per:	[Signed]
		Name:
		Title:

[Signature Page to the Support Agreement – Convertible Debentures]

CONFIDENTIAL

Name of Consenting Debentureholder:	[Consenting Debentureholder Signature Redacted]
	By:
		[Redacted]
		Name:
		Title:
Jurisdiction of residence for legal purposes:		[Redacted]
Email:		[Redacted]
Address:		[Redacted]
		[Redacted]
		[Redacted]

Debt Document	Principal Amount	Custodian / CDS or DTC Participant
6.75% Convertible Debentures due 2021	[Redacted]	[Redacted]

Common Shares	Number of Shares	Custodian / CDS or DTC Participant
[Redacted]	[Redacted]	[Redacted]

[Signature Page to the Support Agreement]

SCHEDULE A

DEFINITIONS

“Additional Debt” has the meaning set forth in Section 4(c).

“Additional Shares” has the meaning set forth in Section 4(c).

“Affiliate” of any Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For greater certainty, an Affiliate of a Person shall include such Person’s investment funds and managed accounts and any funds managed or directed by the same investment adviser.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Board” means the board of directors of the Company.

“Breaching Debentureholder” has the meaning set forth in Section 11(c).

“Business Day” means each day, other than a Saturday or Sunday or a statutory or civic holiday, on which banks are open for business in Toronto, Ontario, and Calgary, Alberta.

“CBCA” means the Canada Business Corporations Act, R.S.C., 1985, c. C-44, as amended.

“CBCA Plan” has the meaning set forth in the preamble to this Agreement.

“CBCA Proceedings” has the meaning set forth in the preamble to this Agreement.

“Company” has the meaning set forth in the preamble to this Agreement.

“Consenting Debentureholder” has the meaning set forth in the preamble to this Agreement.

“Consenting Noteholders” means holders of Existing Senior Unsecured Notes who, on or prior to the Consent Date, enter into a support agreement with the Company in respect of the Transaction and comply with their obligations pursuant thereto, vote in favour of the CBCA Plan, and/or otherwise support the Transaction, in each case in a manner acceptable to the Company acting reasonably.

“Convertible Debenture Indenture” has the meaning set forth in the preamble to this Agreement.

“Convertible Debenture Trustee” has the meaning set forth in the preamble to this Agreement.

“Convertible Debentureholder Meeting” means a meeting of the Convertible Debentureholders entitled to vote on the CBCA Plan.

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“Convertible Debentureholders” means the holders of Convertible Debentures and “Convertible Debentureholder” means any holder of Convertible Debentures.

“Convertible Debentures” has the meaning set forth in the preamble to this Agreement.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“Debenture Amendment” has the meaning set forth in the preamble to this Agreement.

“Definitive Documents” means all material agreements, transaction documents and court materials and other material documents in connection with the Transaction and the CBCA Proceedings (as applicable) and any and all amendments, modifications or supplements relating to any of the foregoing, including, without limitation and as applicable, this Agreement, the CBCA Plan, the Interim Order, the Final Order, the Information Circular, and the Debenture Amendment.

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval System.

“Effective Date” means the date on which the Transaction is completed.

“Effective Time” means the effective time of the Transaction on the Effective Date as determined by the Company and the Majority Consenting Debentureholders.

“Existing Second Lien Note Purchase Agreement” means the Note Purchase Agreement dated July 25, 2018 among the Company, as Issuer, Existing Second Lien Notes Agent, as Agent, and the other persons signatory thereto, as amended from time to time.

“Existing Second Lien Noteholders” means the holders of Existing Second Lien Notes.

“Existing Second Lien Notes” means the Company’s U.S. dollar 8.5% second lien notes due 2023 issued pursuant to the Existing Second Lien Note Purchase Agreement.

“Existing Second Lien Notes Agent” means U.S. Bank National Association, as agent under the Existing Second Lien Note Purchase Agreement.

“Existing Senior Unsecured Notes” means the Company’s U.S. dollar 8.5% senior unsecured notes due 2020 issued pursuant to the Existing Senior Unsecured Notes Indenture.

“Existing Senior Unsecured Notes Indenture” means the Indenture dated May 21, 2015 among the Company, as Issuer, and the Existing Senior Unsecured Notes Trustee, as amended from time to time.

“Existing Senior Unsecured Notes Trustee” means U.S. National Bank Association in its capacity as trustee under the Existing Senior Unsecured Notes Indenture.

“Existing Shares” means the common shares of the Company issued and outstanding prior to the implementation of the Transaction.

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“Final Order” means a final order of the Court pursuant to the CBCA that, inter alia, approves the CBCA Plan.

“First Lien Agent” means National Bank of Canada, as administrative agent, under the First Lien Credit Agreement

“First Lien Credit Agreement” means the Amended and Restated Credit Agreement among the Company, as borrower, the First Lien Agent, and the First Lien Lenders dated September 11, 2018

“First Lien Lenders” means the lenders under the First Lien Credit Agreement.

“Governmental Entity” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.

“IFRS” means the International Financial Reporting Standards.

“Information” means all information set forth or incorporated in the Company’s public disclosure documents filed on SEDAR and EDGAR and all information otherwise provided to the Initial Consenting Debentureholder by the Company or its Representatives (including through any virtual data room), in each case prior to the date of this Agreement.

“Information Circular” means the management information circular of the Company in respect of the CBCA Plan, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular to be sent by the Company to, inter alia, the Convertible Debentureholders in connection with the Convertible Debentureholder Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Initial Consenting Debentureholder” means [redacted].

“Interim Order” means an interim order of the Court pursuant to the CBCA that, inter alia, provides for the calling of the Convertible Debentureholder Meeting to consider and vote on the CBCA Plan.

“Joinder Agreement” means a joinder agreement, substantially in the form attached as Schedule “B” to this Agreement, pursuant to which Convertible Debentureholder agrees, among other things, to be bound by and subject to the terms of this Agreement and thereby may become a Consenting Debentureholder.

“Law” or “Laws” means any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect of law whether in Canada, the

- 29 -

United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Governmental Entity.

“Majority Consenting Debentureholders” means, collectively, the Consenting Debentureholders that hold in the aggregate more than half (50%) of the aggregate principal amount of the Convertible Debentures held by all Consenting Debentureholders at the applicable time.

“New Common Shares” means new common shares of the Company to be issued on the Effective Date by the Company on the terms set forth in the Term Sheet and/or as may otherwise be agreed by the Company and the Majority Consenting Debentureholders.

“Outside Date” means June 30, 2019, or such other date as the Company and the Majority Consenting Debentureholders may agree.

“Parties” and “Party” each have the meaning set forth in the preamble to this Agreement.

“Person” means any individual, sole proprietorship, limited or unlimited liability corporation, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, body corporate, joint venture, trust, pension fund, union, Governmental Entity, and a natural person including in such person’s capacity as trustee, heir, beneficiary, executor, administrator or other legal representative.

“Relevant Convertible Debentures” has the meaning set forth in Section 2(a)(i).

“Relevant Debt” means, collectively, all Relevant Convertible Debentures and Total Convertible Debt held by a Consenting Debentureholder.

“Relevant Shares” has the meaning set forth in Section 2(a)(ii).

“Representative” means in respect of a particular Party, that Party’s directors, officers, employees, auditors, financial advisors, legal advisors and other agents.

“SEDAR” means the System for Electronics Document Analysis and Retrieval.

“Superior Proposal” has the meaning set forth in Section 10(b).

“Term Sheet” has the meaning set forth in the preamble to this Agreement.

“Total Convertible Debt” has the meaning set forth in Section 2(a)(i).

“Transaction” has the meaning set forth in preamble to this Agreement.

“Transaction Related Act” has the meaning set forth in Section 4(k).

“Transaction Terms” has the meaning set forth in Section 1.

“Transfer” has the meaning set forth in Section 4(b).

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“TSX” means the Toronto Stock Exchange.

SCHEDULE B

JOINDER AGREEMENT

This Joinder Agreement (the “Joinder Agreement”) is made as of 🌑, 2019 by the undersigned (the “Consenting Party”) in connection with the support agreement dated 🌑, 2019 (the “Support Agreement”) among (i) Bellatrix Exploration Ltd. (the “Company”) and (ii) the Consenting Debentureholders (as defined in the Support Agreement) party thereto. Capitalized terms used herein have the meanings assigned to such terms in the Support Agreement unless otherwise defined herein.

WHEREAS the Support Agreement allows Convertible Debentureholders that are not Consenting Debentureholders to become a party thereto by executing a Joinder Agreement;

WHEREAS the Consenting Party desires to become a party to, and to be bound by the terms of, the Support Agreement; and

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consenting Party hereby agree as follows:

1. The Consenting Party hereby acknowledges that the Consenting Party has received and reviewed a copy of the Support Agreement.

2. The Consenting Party hereby acknowledges and agrees to be fully bound as a Consenting Debentureholder under the Support Agreement in respect of its Relevant Debt and Relevant Shares that are identified on the signature page hereto, and hereby represents and warrants that the Relevant Debt and Relevant Shares set out on the signature page hereto constitute all of the Relevant Debt and Relevant Shares that are legally or beneficially owned by such Consenting Debentureholder or which such Consenting Party has the sole power to vote or dispose of.

3. The Consenting Party hereby represents and to each of the other Parties that the representations and warranties set forth in Section 2 of the Support Agreement are true and correct with respect to such Consenting Party as if given on the date hereof.

4. This Joinder Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed signature page of this Joinder Agreement by email transmission will be effective as delivery of a manually executed counterpart hereof.

5. This Joinder Agreement and the Support Agreement express the entire understanding of the Parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

6. If any term or other provision of this Joinder Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, all other terms and provisions of this Joinder Agreement shall nevertheless remain in full force and effect. Upon such

- 2 -

determination that any term or other provision is invalid, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the terms of this Joinder Agreement remain as originally contemplated to the greatest extent possible.

7. This Joinder Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction) and all actions or proceedings arising out of or relating to this Joinder Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

[Signature Page Follows]

CONFIDENTIAL

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date first written above.

Name of Consenting Debentureholder:
	By:
		Name:
		Title:
Jurisdiction of residence for legal purposes:
Email:
Address:

Debt Document	Principal Amount	Custodian / CDS or DTC Participant
6.75% Convertible Debentures due 2021

Common Shares Number of Shares Custodian / CDS or DTC  
Participant    

[Signature Page to the Joinder Agreement]

SCHEDULE C

TERM SHEET

[See attached]

BELLATRIX EXPLORATION LTD.

CONVERTIBLE DEBENTURES TRANSACTION

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

This term sheet dated as of March 28, 2019 (the “Term Sheet”) describes the principal terms on which Bellatrix Exploration Ltd. (the “Company”) and the Consenting Debentureholders will complete a series of transactions (collectively, the “Transaction”) pursuant to which, among other things, all of the Company’s Convertible Debentures issued pursuant to the Convertible Debenture Indenture will be exchanged for New Common Shares pursuant to, at the election of the Company, either (i) a plan of arrangement (the “CBCA Plan”) to be implemented pursuant to proceedings (the “CBCA Proceedings”) under the Canada Business Corporations Act (the “CBCA”), or (ii) an amendment to the Convertible Debenture Indenture (the “Debenture Amendment”), in each case, subject to the terms and conditions set forth in this Term Sheet and/or as may otherwise be agreed by the Company and the Majority Consenting Debentureholders.¹

Capitalized terms used and not otherwise defined in this Term Sheet shall be as defined in Section VI of this Term Sheet.

This Term Sheet and the information contained herein is strictly private and confidential and is not to be disclosed in any manner whatsoever without the prior written consent of Goodmans LLP, as counsel to the Company. Subject to the foregoing, it is intended that this Term Sheet would be appended to a definitive Support Agreement to be executed by the Company and the Consenting Debentureholders and filed by the Company, together with the form of Support Agreement, on SEDAR and EDGAR and, if applicable, filed with the court, together with the form of Support Agreement, in connection with the CBCA Proceedings or other applicable court proceedings in connection with the implementation of the Transaction, as applicable.

This Term Sheet is not an offer with respect to any securities or a solicitation of votes with respect to a restructuring plan. This Term Sheet shall not be construed as (i) an offer capable of acceptance, (ii) a binding agreement of any kind, (iii) a commitment to enter into, or offer to enter into, any agreement, or (iv) an agreement to file any restructuring plan or commence any restructuring proceedings or consummate any transaction or to vote for or otherwise support any restructuring plan. This Term Sheet is subject to, among other things, negotiation and execution of definitive documentation.

¹ This Term Sheet does not purport to summarize all of the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein, which transactions will be entered into on the basis of mutually satisfactory definitive documentation after, among other things, receipt of necessary internal and external approvals.

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I.    TRANSACTION
Exchange of Convertible Debentures	The Transaction shall provide for the exchange of the outstanding Convertible Debentures for New Common Shares, as follows: 1)  each Consenting Debentureholder will become entitled to receive on the date of implementation of the Transaction (the “Effective Date”) in exchange for, and in full and final extinguishment and cancellation of, its Convertible Debentures and its Convertible Debentureholder Claims: a)  its Consenting Debentureholder Pro Rata Share of the Early Consent Consideration New Common Share Pool; and b)  its Convertible Debentureholder Pro Rata Share of the Convertible Debentureholder New Common Share Pool; 2)  each Convertible Debentureholder that is not a Consenting Debentureholder will become entitled to receive on the Effective Date in exchange for, and in full and final extinguishment and cancellation of, its Convertible Debentures and its Convertible Debentureholder Claims its Convertible Debentureholder Pro Rata Share of the Convertible Debentureholder New Common Share Pool; and 3)  the obligations of the Company with respect to the Convertible Debentures and the Convertible Debenture Indenture shall be irrevocably and finally extinguished, each Convertible Debentureholder shall have no further right, title or interest in or to the Convertible Debentures or its Convertible Debentureholder Claims, and the Convertible Debentures and the Convertible Debenture Indenture shall be fully and finally cancelled and terminated.
Implementation	The Transaction shall be implemented pursuant to, at the election of the Company, either (i) a CBCA Plan, or (ii) a Debenture Amendment, in each case binding all Convertible Debentureholders pursuant thereto.

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II.    IMPLEMENTATION OF TRANSACTION
Timeline for Implementation pursuant to a CBCA Plan	If the Transaction is implemented pursuant to a CBCA Plan, the actions necessary to structure and implement the Transaction will be completed within the following timelines: (a)    the Support Agreement shall be executed between the Company and the Initial Consenting Debentureholder on or prior to March 28, 2019; (b)    the Company shall make an application to the Ontario Superior Court of Justice (Commercial List) (the “Court”) on or prior to April 18, 2019 (or such other date as may be agreed by the Company and the Majority Consenting Debentureholders) seeking an interim order under the CBCA containing, among other things, provisions for the mailing of a CBCA information circular and the CBCA Plan, the calling and holding of necessary meetings of security holders to vote on the CBCA Plan, and a stay of proceedings; and (c)    the Transaction authorized pursuant to the CBCA Plan shall have been implemented on or prior to June 30, 2019 (or such other date as may be agreed by the Company and the Majority Consenting Debentureholders).
Timeline for Implementation pursuant to a Debenture Amendment	If the Transaction is implemented pursuant to a Debenture Amendment, the actions necessary to structure and implement the Transaction will be completed within the following timelines: (a)    the Support Agreement shall be executed between the Company and the Initial Consenting Debentureholder on or prior to March 28, 2019; and (b)    the Transaction shall have been implemented on or prior to June 30, 2019 (or such other date as may be agreed by the Company and the Majority Consenting Debentureholders).
III.  SUPPORT AGREEMENT
Support Agreement	A consent and support agreement containing terms and conditions acceptable to the Company and the Initial Consenting Debentureholder will be entered into with the Company by the Initial Consenting Debentureholder and such other Convertible Debentureholders who sign such a consent and support agreement or a Joinder Agreement (collectively, a “Support Agreement”).
Consenting Debentureholder Support	The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which each Consenting

- 4 -

Obligations

Debentureholder shall, among other things, agree with respect to all of its current and subsequently acquired holdings of Convertible Debentures and of any other debt or equity of the Company (collectively, its “Holdings”), so long as the Support Agreement has not been terminated, to use commercially reasonable efforts to: (a)    support, consent to and vote in favour of the Transaction in respect of its Holdings; (b)    forbear from the exercise of any rights or remedies it may have relating to, and (if the Transaction is implemented pursuant to a CBCA Plan) consent to a stay in respect of, all existing and future defaults in respect of its Holdings relating to the CBCA Proceedings or the Transaction, or any steps or actions taken in pursuit thereof, during the period in which the Support Agreement is in effect; (c)    not take or support or encourage any legal or natural person (a “Person”) in taking any action that is intended to or could reasonably be expected to impede, interfere with, prevent or delay the implementation of the Transaction; (d)    consent to the non-payment of interest by the Company in respect of the Convertible Debentures while the Support Agreement is in effect; (e)    support, consent to and take such actions as are necessary to effectuate any amendment, supplement, waiver or direction pursuant to the Convertible Debenture Indenture or relating to its Holdings that is necessary or desirable in order to implement the Transaction; (f)    work cooperatively with the Company and its advisors to structure and implement the Transaction and to take such actions as may be reasonably necessary to carry out the purposes and intent of the Support Agreement; and (g)    such other provisions as may be agreed and included in the Support Agreement.

Support Obligations of the Company

The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which the Company shall, so long as the Support Agreement has not been terminated, among other things, agree to: (a)    support and take all reasonable actions necessary to implement the Transaction in accordance with a mutually agreed-upon schedule and as contemplated by this Term Sheet and the Support Agreement;

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	(b)    take reasonable actions to oppose and object to any action by any Person seeking to object to, delay, impede or take any other action to interfere with the approval or implementation of the Transaction; (c)    not, directly or indirectly, modify the Transaction, in whole or in part, in a manner that is inconsistent with the terms of this Term Sheet and the Support Agreement or commence any proceeding opposing any of the terms of this Term Sheet and the Support Agreement or otherwise take any action to obstruct or delay the consummation of the Transaction; (d)    agree that all material transaction documents, Court filings of the Company and Court orders entered in connection with the Transaction, as applicable, shall be satisfactory to the Majority Consenting Debentureholders; and (e)    such other provisions as may be agreed and included in the Support Agreement;
	provided that notwithstanding anything to the contrary, the Company shall be permitted to receive a bona fide, unsolicited proposal and to negotiate a transaction in respect of such proposal if the board of directors of the Company (the “Board”), following receipt of advice from its outside legal and financial advisors, believes in good faith, in the exercise of its fiduciary duties, that such proposal could reasonably be expected to result in a transaction more favourable to the Company and its stakeholders than the Transaction (a “Superior Proposal”).
Transfers of Holdings	Pursuant to the Support Agreement, each Consenting Debentureholder shall agree to refrain from, directly or indirectly, selling, assigning, lending, pledging, mortgaging, disposing or otherwise transferring (in each case a “Transfer”) any of its Holdings or any interest therein to any other Person, except with the prior written consent of the Company, provided that if the Consenting Debentureholder manages the Holdings on behalf of a fund, such Consenting Debentureholder may Transfer such Holdings to another fund it manages without the prior consent of the Company, provided further that such Consenting Debentureholder shall remain bound by and subject to the Support Agreement in respect of such Holdings.
Consenting Debentureholder Termination Rights	The Support Agreement will contain applicable termination events to be agreed between the Company and the Initial Consenting Debentureholder with respect to the Support Agreement (including, for certainty, any Joinder Agreements), including, without limitation, the following:

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	(a)    the occurrence of a material breach of the Support Agreement by the Company that has not been cured (if susceptible to cure) five (5) business days after written notice to the Company of such material breach by the Initial Consenting Debentureholder; (b)    the Company fails to meet any of the milestones set forth in this Term Sheet and the Support Agreement unless such failure is the result of any act, omission, or delay on the part of a Consenting Debentureholder; (c)    the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; and (d)    such other termination event(s) as may be agreed and included in the Support Agreement.
Company Termination Rights	The Support Agreement will contain applicable termination events to be agreed between the Company and the Initial Consenting Debentureholder with respect to the Support Agreement (including, for certainty, any Joinder Agreements), including, without limitation, the following: (a)    the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; (b)    the Convertible Debentures are paid in cash in full (including any and all accrued and unpaid interest) prior to or on the Effective Date; (c)    the Transaction is not completed by a determined outside date; and (d)    such other termination event(s) as may be agreed and included in the Support Agreement.
IV.   OTHER TERMS AND CONDITIONS OF THE TRANSACTION
Board Approval	The Board shall have authorized the Transaction.
Maximum Aggregate Note Obligations	Concurrently with or prior to the implementation of the Transaction, the Company shall address certain of its debt obligations such that as of the Effective Date the aggregate principal amount of its secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and (b) up to US$202.2 million of secured and unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s)

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	acceptable to the Company and the Majority Consenting Debentureholders.
Releases	There shall be usual and customary contractual and, if applicable, CBCA Plan releases in connection with the implementation of the Transaction to be effective as of the Effective Date (the “Releases”) which shall, at a minimum, provide that the Company, its affiliates, the Consenting Debentureholders, the foregoing parties’ respective officers, directors, principals, members, managed accounts or funds, fund advisors, employees, financial and other advisors, legal counsel and agents, each in their capacity as such, and such other parties as agreed to under the Support Agreement (the “Released Parties”) shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations and claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with (i) in the case of a CBCA Plan, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, the Support Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings and the transactions contemplated herein, or (ii) in the case of a Debenture Amendment, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, the Support Agreement, the Transaction and the transactions contemplated herein, provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, the Support Agreement, the CBCA Plan, as applicable, or any document ancillary to any of the foregoing.
Definitive Documentation	The Company and the Initial Consenting Debentureholder shall, in good faith, negotiate, execute and deliver definitive documentation necessary to implement the Transaction (including any modifications, amendments or supplements thereto) in form and substance acceptable to the Company and the Majority Consenting Debentureholders.
Tax Considerations	The Transaction shall be structured in a manner to effectuate such transactions in a tax efficient manner in respect of the Company.
Other Conditions and Approvals	The Transaction shall be subject to other approvals and conditions as are customary for transactions of this nature, including, without limitation, as applicable, Court approval, applicable stakeholder approval and stock exchange approval, as set out in the Support Agreement.

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Equity Incentive Plans	Any changes that may be made to the Company’s existing equity incentive plans concurrently with implementation of the Transaction shall be acceptable to the Company and the Majority Consenting Debentureholders.
Public Announcements	All public announcements in respect of the Transaction shall be in form acceptable to the Company, provided that nothing shall prevent a party from making public disclosure in respect of the Transaction to the extent required by applicable law.
V.  OTHER MATTERS
Matters Subject to Approval, Satisfaction or Consent of a Party	In this Term Sheet, unless otherwise specifically provided, where matters are subject to the approval, agreement, acceptance, satisfaction and/or consent of a party, such matters shall be subject to such party acting reasonably.
Fractional Securities	No fractional shares will be issued. Any fractional shares that would otherwise have been issued shall be rounded down to the nearest whole number.
Governing Law	This Term Sheet and the Support Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
VI.   DEFINITIONS
Consent Date	“Consent Date” means May 15, 2019, or such later date as may be determined by the Company.
Consenting Debentureholder Pro Rata Share	“Consenting Debentureholder Pro Rata Share” shall be determined based on (i) the total principal amount of Convertible Debentures held by a Consenting Debentureholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Convertible Debentures held by all Consenting Debentureholders as at such record date.
Consenting Debentureholders	“Consenting Debentureholders” means Convertible Debentureholders who, on or prior to the Consent Date, enter into a Support Agreement (including by way of a Joinder Agreement) and comply with their obligations pursuant thereto, vote in favour of the CBCA Plan (as applicable), consent to the Debenture Amendment (as applicable) and/or otherwise support the Transaction, in each case in a manner acceptable to the Company acting reasonably.
Convertible Debenture	“Convertible Debenture Indenture” means the Debenture Indenture

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Indenture	dated as of August 6, 2016 between Bellatrix Exploration Ltd., and Computershare Trust Company of Canada, as amended from time to time.
Convertible Debentureholder Claims	“Convertible Debentureholder Claims” means all outstanding obligations owing by any person or entity, whether as issuer, guarantor or otherwise, with respect to the Convertible Debentures or the Convertible Debenture Indenture as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments as at the Effective Date.
Convertible Debentureholder New Common Share Pool	“Convertible Debentureholder New Common Share Pool” means New Common Shares representing approximately 27.5% of the aggregate issued and outstanding common shares of the Company immediately following implementation of the Transaction.
Convertible Debentureholder Pro Rata Share	“Convertible Debentureholder Pro Rata Share” shall be determined based on (i) the total principal amount of Convertible Debentures held by a Convertible Debentureholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Convertible Debentures outstanding.
Convertible Debentureholders	“Convertible Debentureholders” means the holders of Convertible Debentures.
Convertible Debentures	“Convertible Debentures” means convertible debentures issued pursuant to the Convertible Debenture Indenture.
Early Consent Consideration New Common Share Pool	“Early Consent Consideration New Common Share Pool” means New Common Shares representing approximately 5% of the aggregate issued and outstanding common shares of the Company immediately following implementation of the Transaction.
Existing Second Lien Note Purchase Agreement	“Existing Second Lien Note Purchase Agreement” means the Note Purchase Agreement dated July 25, 2018, among Bellatrix Exploration Ltd., as Issuer, U.S. National Association, as Agent, and the other persons signatory thereto, as amended from time to time.
Existing Second Lien Notes	“Existing Second Lien Notes” means the U.S. dollar 8.5% second lien notes issued pursuant to the Existing Second Lien Note Purchase Agreement.
Existing Senior Unsecured Notes	“Existing Senior Unsecured Notes” means the U.S. dollar 8.5% senior unsecured notes due 2020 issued pursuant to the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee, as amended from time to

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	time.
Existing Senior Unsecured Notes Indenture	“Existing Senior Unsecured Notes Indenture” means the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee, as amended from time to time.
Initial Consenting Debentureholder	“Initial Consenting Debentureholder” means [redacted].
Joinder Agreement	“Joinder Agreement” means a joinder agreement, the form of which will be appended to the form of Support Agreement, pursuant to which a Convertible Debentureholder agrees, among other things, to be bound by and subject to the terms of the Support Agreement and thereby become a Consenting Debentureholder.
Majority Consenting Debentureholders	“Majority Consenting Debentureholders” means Consenting Debentureholders holding in aggregate not less than a majority of the aggregate principal amount of Convertible Debentures held by all Consenting Debentureholders at the applicable time.
New Common Shares	“New Common Shares” means newly issued common shares of the Company to be issued on the Effective Date pursuant to the Transaction.
Senior Unsecured Notes Transaction	“Senior Unsecured Notes Transaction” means the transactions completed by the Company on September 11, 2018 involving, among other things, the exchange of US$80 million in principal amount of previously outstanding Existing Senior Unsecured Notes for US$72 million of principal amount Existing Second Lien Notes and the issuance of additional Existing Second Lien Notes pursuant to the Existing Second Lien Note Purchase Agreement.

EX-99.4

Exhibit 99.4

CONSENT AGREEMENT

THIS AGREEMENT is made as of March 28, 2019

BETWEEN:

BELLATRIX EXPLORATION LTD., a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the “Borrower”),

OF THE FIRST PART,

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NATIONAL BANK OF CANADA,

ATB FINANCIAL (formerly ALBERTA TREASURY BRANCHES),

CANADIAN WESTERN BANK and

THE BANK OF NOVA SCOTIA

(hereinafter referred to collectively as the “Lenders” and individually as a “Lender”),

OF THE SECOND PART,

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NATIONAL BANK OF CANADA, a Canadian chartered bank, as administration agent for the Majority Lenders (hereinafter referred to as the “Agent”),

OF THE THIRD PART.

WHEREAS the Borrower, the Agent and the Lenders are parties to the Credit Agreement;

AND WHEREAS the Borrower is proposing to complete the Recapitalization pursuant to the CBCA Proceedings;

AND WHEREAS in connection with the Recapitalization, the Agent, the Majority Lenders and the Swap Lenders have agreed to provide certain waivers and consents in respect of the Credit Agreement and the Hedge Agreements to which any Swap Lender is a party, subject to the terms and conditions set forth in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:

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ARTICLE 1

INTERPRETATION

1.1 Definitions

(a) In this Agreement (including the recitals hereto), unless something in the subject matter or the context is inconsistent thereto:

(i) “Agreement” means this consent agreement.

(ii) “Alternative CBCA Outcome” means the CBCA Proceedings are terminated, discontinued or dismissed on or prior to the Outside Date without the Plan having been implemented and the CBCA Waiver Conditions are satisfied in connection therewith.

(iii) “Blakes” means Blake, Cassels & Graydon LLP.

(iv) “CBCA” means the Canada Business Corporations Act.

(v) “CBCA Proceedings” means proceedings instituted in Court pursuant to the CBCA to effect the Recapitalization.

(vi) “CBCA Waiver” means the waiver by the Agent, the Lenders and the Swap Lenders of any potential Event of Default under Section 11.1(f) of the Credit Agreement (including a rescission of any automatic acceleration in connection therewith), solely to the extent arising or resulting from the commencement and pursuit of the CBCA Proceedings and, for certainty, excludes the waiver of any Default or any Event of Default to the extent a Default or Event of Default would arise or result from the incurrence by the Borrower of the New Third Lien Notes or the granting by the Borrower of the Third Lien Security.

(vii) “CBCA Waiver Conditions” means:

(A) no fee, indemnity or other form of consideration is payable or has been paid to any of the Second Lien Creditors, the Unsecured Noteholders or the Convertible Debenture Holders except as explicitly contemplated in the Second Lien Consent, the Noteholder Support Agreement and the Convertible Debenture Support Agreement, respectively;

(B) (i) except to the extent altered as permitted under this Agreement, the respective rights of each of the Agent, the Lenders and the other Secured Parties under the Credit Agreement and the other Loan Documents and the obligations of the Borrower and the Material Subsidiaries to the applicable Secured Parties under the Credit Agreement or any other Loan Document, in each case, have not been affected as a result of the occurrence of the events set

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forth in item (A) above, (ii) such rights and obligations remain (other than as a result of the passage of time) unchanged as a result of the pursuit by the Borrower of Recapitalization or the CBCA Proceedings, and (iii) except as has been irrevocably waived prior to such time, no Default or Event of Default has occurred and is continuing with respect thereto under the Credit Agreement or any other Loan Document;

(C) there has been no amendment or alteration of any creditor’s rights under:

(i) the Second Lien Documents or the Second Lien Notes, except in a manner that would not be prohibited under Section 9.2(cc) of the Credit Agreement;

(ii) the Unsecured Notes or the Unsecured Note Indenture, except in a manner that would not be prohibited under Section 9.2(u) and Section 9.2(v) of the Credit Agreement; or

(iii) the Convertible Debenture Indenture or the Outstanding Convertible Debentures, except in a manner that (x) would not be prohibited under Section 9.2(u) and Section 9.2(v) of the Credit Agreement and (y) could not reasonably be considered to cause the Outstanding Convertible Debentures not to constitute Convertible Debentures under the Credit Agreement; and

no default or event of default has occurred which is continuing under the Second Lien Documents or the Second Lien Notes, the Unsecured Notes or the Unsecured Note Indenture, or the Convertible Debenture Indenture or the Outstanding Convertible Debentures, respectively;

(D) there has been no breach or default of any term, covenant, condition or agreement contained in Article 3 (other than a failure to meet the timeline set out in Section 3.2(a) thereof), Section 4.1(a)(ii) or Section 4.1(c) of this Agreement and expressed to be applicable to the Borrower or any Material Subsidiary and no representation or warranty made in Section 6.1 of this Agreement shall have proven untrue in any material respect as of the date when made that, if capable of being cured, was not cured within four (4) Banking Days after written notice of such failure or default;

(E) no Event of Default (other than the Relevant Defaults) shall have occurred and be continuing; and

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(F) no direct or indirect payment has been made by the Borrower to any of the Unsecured Noteholders or the Convertible Debenture Holders on or in respect of the Unsecured Notes or the Outstanding Convertible Debentures, respectively, and no notice has been given by the Borrower to the Agent of its intention to make any such payment (it being acknowledged that the Borrower has advised the Agent that it does not intend to make any such payments), in each case, except (i) payments of interest in respect of the Unsecured Notes that are explicitly contemplated in the Noteholder Support Agreement and (ii) payment of professional fees incurred by the Unsecured Noteholders and the Convertible Debenture Holders in connection with the Recapitalization, provided that, for greater certainty, upon an Alternative CBCA Outcome, nothing herein shall prohibit payment of regularly scheduled interest on or in respect of the Unsecured Notes or the Outstanding Convertible Debentures to the extent such payments would not otherwise be prohibited under the Credit Agreement.

(viii) “Consent Conditions” means the conditions set out in Article 4 of this Agreement.

(ix) “Consent Fee” has the meaning given to it in Section 5.2.

(x) “Consent Period” means the period commencing on the Effective Date and ending on the earliest of: (A) the date on which a Termination Notice is given by the Agent pursuant to this Agreement (or such later date as may be specified in such notice), (B) the Recapitalization Closing Date and (C) the Outside Date.

(xi) “Consent Terms” means the representations, covenants and other terms and conditions set out in Article 3.

(xii) “Convertible Debenture Support Agreement” means the support agreement dated March 28, 2019 among, inter alios, the Borrower, the Convertible Debenture Trustee and certain Convertible Debenture Holders (collectively, the “Supporting Convertible Debenture Holders”), in which, inter alia, the Supporting Convertible Debenture Holders agree to support the Recapitalization.

(xiii) “Convertible Debenture Indenture” means the debenture indenture made as of August 9, 2016 between the Borrower and Computershare Trust Company of Canada (the “Convertible Debenture Trustee”) providing for the issuance by the Borrower of up to $57,500,000 of 6.75% Convertible Debentures, of which Convertible Debentures in the aggregate principal amount of $50,000,000 remain outstanding (the “Outstanding Convertible Debentures”).

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(xiv) “Convertible Debenture Holder” means any holder of any Outstanding Convertible Debentures.

(xv) “Convertible Debenture Trustee” has the meaning given to it in the definition of “Convertible Debenture Indenture”.

(xvi) “Court” means the Superior Court of Justice of the Province of Ontario.

(xvii) “Credit Agreement” means the amended and restated credit agreement dated as of September 11, 2018 among the Borrower, the Lenders and the Agent.

(xviii) “Effective Date” means the first date on which all of the conditions referred to in Section 5.1 of this Agreement have been satisfied or waived by the Majority Lenders.

(xix) “Final Order” has the meaning attributed to it in the Noteholder Support Agreement.

(xx) “Financial Advisor” has the meaning given to it in Section 7.7.

(xxi) “Interim Order” has the meaning attributed to it in the Noteholder Support Agreement.

(xxii) “New Third Lien Notes” has the meaning ascribed thereto in the Noteholder Support Agreement as at the date hereof.

(xxiii) “Noteholder Support Agreement” means the support agreement dated March 28, 2019 among, inter alios, the Borrower, the Noteholder Trustee and certain Unsecured Noteholders (collectively, the “Supporting Noteholders”), in which, inter alia, the Supporting Noteholders agree to support the Recapitalization.

(xxiv) “Noteholder Trustee” has the meaning given to it in the definition of “Unsecured Note Indenture”.

(xxv) “Outside Date” means June 30, 2019, or such later date as may be agreed by the Agent and the Majority Lenders.

(xxvi) “Plan” means the “CBCA Plan” under and as defined in the Noteholder Support Agreement as at the date hereof.

(xxvii) “Recapitalization” means the “Transaction” under and as defined in the Noteholder Support Agreement as at the date hereof.

(xxviii) “Recapitalization Closing Date” means the date on which the Plan is implemented.

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(xxix) “Relevant Defaults” means any Default or Event of Default under sections 11.1(f), 11.1(j), 11.1(l) or 11.1(p) of the Credit Agreement that is directly caused by the commencement or continuation of the CBCA Proceedings and the implementation of the Recapitalization.

(xxx) “Second Lien Consent” means the fourth amendment, consent and waiver to note purchase agreement dated March 28, 2019 between the Borrower, the Second Lien Agent and the Second Lien Lenders, in which, inter alia, the Second Lien Agent and the Second Lien Lenders consent to and support the CBCA Proceedings and waive any Default or Event of Default under and as defined in the Second Lien Financing Agreement caused by the commencement or continuation of the CBCA Proceedings.

(xxxi) “Secured Obligations” means, collectively, the Loan Indebtedness, the Secured Swap Obligations and the Cash Management Obligations.

(xxxii) “Secured Parties” means, collectively, the Agent, the Lenders, the Swap Lenders and the Cash Manager, and “Secured Party” means any one of them.

(xxxiii) “Termination Event” means the occurrence of any of the following:

(A) any breach or default of any term, covenant, condition or agreement contained in this Agreement and expressed to be applicable to the Borrower or any Material Subsidiary;

(B) any representation, warranty or acknowledgement of the Borrower or any Material Subsidiary made in this Agreement shall prove untrue in any material respect as of the date when made that, if capable of being cured, is not cured within four (4) Banking Days after written notice of such failure or default;

(C) any of the Consent Conditions cease to be satisfied in all material respects;

(D) an Event of Default (other than the Relevant Defaults);

(E) any default under the Second Lien Consent, provided that if such default is cured or waived under the Second Lien Consent, without payment of any fee, penalty or other consideration in exchange therefor, it will be automatically cured under this Agreement and (i) any Termination Event resulting solely as a result of such default will also be waived and (ii) to the extent this Agreement or the consent hereunder was terminated solely as a result of such default under the Second Lien Consent and not from any other Termination Event hereunder, this Agreement and the consent provided hereunder shall be reinstated and continue in full force and effect; provided however that such waiver, cure or

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reinstatement will not affect any other Termination Event hereunder resulting from such action;

(F) except in accordance with its terms in the case of an Alternative CBCA Outcome, the Noteholder Support Agreement or Convertible Debenture Support Agreement terminates or becomes void or otherwise unenforceable;

(G) except in the case of an Alternative CBCA Outcome, the CBCA Proceedings are terminated, discontinued or dismissed; or

(H) any direct or indirect payment is made by the Borrower to any of the Unsecured Noteholders or the Convertible Debenture Holders on or in respect of the Unsecured Notes or the Outstanding Convertible Debentures, respectively, or any notice is given by the Borrower to the Agent of its intention to make any such payment (it being acknowledged that the Borrower has advised the Agent that it does not intend to make any such payments), in each case, except (i) payments of interest in respect of the Unsecured Notes that are explicitly contemplated in the Noteholder Support Agreement and (ii) payment of professional fees incurred by the Unsecured Noteholders and the Convertible Debenture Holders in connection with the Recapitalization.

(xxxiv) “Termination Notice” has the meaning given to it in Section 2.1(b).

(xxxv) “Third Lien Intercreditor Agreement” means an intercreditor and priority agreement, or an amendment to the Intercreditor Agreement, to be entered into between the Borrower, the Agent, the Second Lien Agent and a representative for and on behalf of the holders of the New Third Lien Notes, which shall be in form and substance satisfactory to the Agent and the Lenders in all respects and which shall include, without limitation, a standstill period of no less than 90 days in respect of the First Lien Obligations (as defined in the Intercreditor Agreement) and 45 days in respect of the Second Lien Obligations, in each case, in addition to the Standstill Period under and as defined in the Intercreditor Agreement.

(xxxvi) “Third Lien Security” mean Liens in favour of the holders of the New Third Lien Notes;

(xxxvii)         “Unsecured Note Indenture” means the Indenture dated as of May 21, 2015 between the Borrower, as issuer, and U.S. National Association, as trustee (the “Noteholder Trustee”), providing for the issue of, initially, US$250,000,000 in aggregate principal amount of 8.5% senior notes due 2022 of which notes in the aggregate principal amount of US$145,765,000 remain outstanding as of the date hereof (the “Unsecured Notes”).

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(xxxviii) “Unsecured Noteholder” means any holder of Unsecured Notes.

(b) All capitalized terms used but not otherwise defined herein shall have the same meanings given to them in the Credit Agreement.

(c) This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms thereof.

1.2 Headings

The headings and the Article and Section titles are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.3 References

Except where the context otherwise requires, the words “hereto”, “herein”, “hereunder”, “herewith” and similar expressions and the term “Agreement” mean and refer to this Agreement. References to “Articles” and “Sections” are references to Articles and Sections of this Agreement, unless the context otherwise requires.

1.4 Number; Persons; Including

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa and words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed them.

ARTICLE 2

LIMITED WAIVER AND CONSENT

2.1 Limited Waiver and Consent

(a) In reliance upon the representations, warranties, acknowledgements, and covenants of the Borrower contained in this Agreement, and subject to the limitations and other terms of this Agreement, the Agent, the Majority Lenders, and the Swap Lenders hereby:

(i) consent to the CBCA Proceedings and, with effect during the Consent Period and subject to the terms of this Agreement, hereby waives the Relevant Defaults and the rights of the Agent, the Lenders and the Swap Lenders in respect of such Relevant Defaults, including all rights and effects arising out of or in connection with the Relevant Defaults under the Hedge Agreements to which any Swap Lender is a party. For greater certainty, such waiver shall cease and all of the rights of the Agent and the other Secured Parties arising out of or in connection with the Relevant

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Defaults shall continue at the end of the Consent Period as if the foregoing consent, agreement and waiver had not been given, subject to Section 2.1(c) below; and

(ii) upon the Recapitalization Closing Date and provided that the Consent Period has not terminated prior to such date, consents to:

(A) the incurrence by the Borrower, in connection with the Recapitalization, of New Third Lien Notes in the aggregate principal amount up to U.S. $50,000,000, as Permitted Debt under the Credit Agreement; and

(B) consent to the Third Lien Security as a Permitted Lien under the Credit Agreement if and for so long as such Third Lien Security shall be subject to the Third Lien Intercreditor Agreement.

(b) If any Termination Event occurs and is continuing, the Agent may, and at the request of the Majority Lenders shall, terminate the Consent Period by giving written notice of such termination to the Borrower (a “Termination Notice”). The Agent may at any time, and at the request of the Majority Lenders shall (unconditionally or subject to any terms and conditions it may specify), revoke any Termination Notice by giving written notice of such revocation to the Borrower.

(c) Upon the Recapitalization Closing Date and provided that the Consent Period has not terminated prior to such date, the Relevant Defaults shall be deemed to have been cured from and after such date, the Credit Agreement will continue to remain in effect and the Credit Facilities shall remain available to the Borrower in accordance with and subject to the terms of the Credit Agreement.

(d) Notwithstanding the termination of the Consent Period, in the case of an Alternative CBCA Outcome, the CBCA Waiver shall continue.

ARTICLE 3

CONSENT TERMS

3.1 Reporting Covenants

During the Consent Period (in addition to the reporting covenants under the Credit Agreement), the Borrower will provide the Agent with the following:

(a) within fifteen (15) days of the end of each calendar month, an updated cash flow projection consistent with the form of projection provided by the Borrower prior to the date hereof and otherwise in form satisfactory to the Majority Lenders, acting reasonably; and

(b) prompt notice of (i) the occurrence of any Termination Event, (ii) the commencement, cessation or termination of any CBCA Proceedings or any order

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made in connection therewith, or (iii) the issuance by any court of any order under or in connection with any CBCA Proceedings, in each case with sufficient details of such event or development and any action taken or proposed to be taken in respect thereof.

Each notice delivered under paragraph (b)(i) of this Section 3.1 shall be accompanied by a statement of senior officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto, if applicable.

3.2 Other Acknowledgements, Agreements, Covenants and Consents of the Borrower

During the Consent Period (in addition to the agreements, covenants and consents of the Borrower and the Material Subsidiaries in the Credit Agreement), the Borrower acknowledges, covenants and agrees, subject to the terms and conditions set forth herein:

(a) to use commercially reasonable efforts to achieve the following timeline (which timeline may be amended by agreement of the Borrower, the Agent and the Majority Lenders, each acting reasonably):

(i) to file the application in the CBCA Proceedings by no later than April 18, 2019;

(ii) obtain entry of the Interim Order by the Court by no later than April 18, 2019;

(iii) the Plan shall have been approved by the Court pursuant to the Final Order by no later than June 12, 2019; and

(iv) the Recapitalization shall have been implemented pursuant to the Plan on or prior to the Outside Date.

(b) to provide initial draft copies of all motions or applications and other documents with respect to the Plan that the Borrower intends to file with the Court to Blakes at the same time to each and at least two (2) Banking Days prior to the date when the Borrower intends to file such documents (or, where circumstances make it impracticable to allow for two (2) Banking Days’ review, the Borrower shall provide with as much opportunity for review and comment as is reasonably practicable in the circumstances), and all such filings shall be consistent with the terms of this Agreement and the Noteholder Support Agreement and otherwise mutually acceptable to the Borrower, the Agent and the Majority Lenders, each acting reasonably; provided that, notwithstanding the foregoing, the Interim Order, the Final Order, the Plan, and any other order concerning or related to any of the foregoing shall be subject to any amendments that are required by the Court, provided that any such amendments are consistent with the terms of this Agreement and otherwise mutually acceptable to the Borrower, the Agent and the Majority Lenders, each acting reasonably;

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(c) to promptly notify the Agent, at the same time, of any proposal in respect of any Superior Proposal (as defined in each of the Noteholder Support Agreement and the Convertible Debenture Support Agreement) of which it is or becomes aware or any request for discussions or negotiations with respect to a potential Superior Proposal (as defined in each of the Noteholder Support Agreement and the Convertible Debenture Support Agreement);

(d) to pay the reasonable and documented fees and expenses of the Agent, Blakes and the Financial Advisor arising on or prior to the end of the Consent Period, on a regular and continuing basis promptly against receipt of reasonably detailed invoices therefor;

(e) to promptly notify the Agent of any claims threatened or brought against it which may impede or delay the consummation of the Recapitalization or the Plan;

(f) to promptly notify the Agent and Blakes of any material change in any of the material information provided in writing by or on behalf of any of the Borrower or any Material Subsidiary to the Agent, the Lenders, Blakes or the Financial Advisor pursuant to this Agreement, or otherwise in connection with the Recapitalization or the Plan; and

(g) to provide, upon reasonable request and with reasonable prior notice, the Agent, the Financial Advisor and Blakes, with reasonable access to the Borrower’s advisors and key personnel for information or documents (subject to confidentiality restrictions) in connection with the Recapitalization.

3.3 Provision Regarding Consent and Support Agreements

The Borrower will not:

(a) amend, modify, replace, terminate, repudiate any representation, covenant or other term or condition in, or disclaim or waive any of its material rights under or in respect of, the Second Lien Consent, the Noteholder Support Agreement or the Convertible Debenture Support Agreement, in each case, in any manner adverse to the interests of the Secured Parties; or

(b) pay, or cause to be paid, any fee, indemnity or other form of consideration to any of the Second Lien Creditors, the Unsecured Noteholders or the Convertible Debenture Holders except as explicitly contemplated in the Second Lien Consent, the Noteholder Support Agreement or the Convertible Debenture Support Agreement, respectively, as at the date hereof,

in each case, without the prior written consent of the Majority Lenders, and the Borrower shall diligently pursue and enforce its rights under the Second Lien Consent, the Noteholder Support Agreement and the Convertible Debenture Support Agreement, except in each case as may be agreed in writing by the Majority Lenders.

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3.4 Use of Proceeds of Loans

The Borrower covenants and agrees that, during the Consent Period, proceeds of any Loans shall not be used to fund any direct or indirect payments to any Unsecured Noteholder in respect of the Unsecured Notes or to any Convertible Debenture Holder in respect of the Outstanding Convertible Debentures provided that the Borrower shall be permitted to use proceeds of Loans to (a) make payments of interest in respect of the Unsecured Notes that are explicitly contemplated in the Noteholder Support Agreement and (b) to pay professional fees incurred by the Unsecured Noteholders and the Convertible Debenture Holders in connection with the Recapitalization.

3.5 Additional Documentation

The Borrower shall deliver, or cause to be delivered, to the Agent and the Lenders such other documentation relating to the Recapitalization, the Plan, the Second Lien Consent, the Noteholder Support Agreement, the Convertible Debenture Support Agreement or the CBCA Proceedings as may be reasonably requested by the Agent or the Majority Lenders.

ARTICLE 4

CONSENT CONDITIONS

4.1 Continuing Conditions of Consent

The consents, agreements and waivers of the Agent, the Majority Lenders and the Swap Lenders and the Cash Manager set out in Section 2.1(a) of this Agreement are subject to the following conditions:

(a) at all times during the Consent Period:

(i) pursuant to the Noteholder Support Agreement, the Convertible Debenture Support Agreement or a court-ordered stay, and in the case of a court-ordered stay, such stay is upon terms satisfactory to the Majority Lenders, acting reasonably, the Unsecured Noteholders and the Convertible Debenture Holders (or, in each case, a sufficient proportion thereof) and the Trustee are prevented from exercising the right (contingent or otherwise) to cause the Unsecured Notes or the Convertible Debentures, as applicable, to become due or to be repurchased, prepaid, defeased or redeemed, or to cause to be made or received an offer to repurchase, prepay, defease or redeem the Unsecured Notes or the Convertible Debentures, as applicable, prior to their stated maturity, in each case to the extent such right arises or results from the commencement and pursuit of the CBCA Proceedings or the transactions contemplated by the Recapitalization or the failure to make interests payments when due;

(ii) the Secured Parties must be “unaffected creditors” for the purposes of such CBCA Proceedings and, without limiting the generality of the foregoing, none of the rights of any of the Secured Parties under any of the Loan Documents, the Hedge Agreements to which any Swap Lender is a party,

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or the Cash Management Documents are subject to a court-ordered stay which prevents such Secured Party from exercising any such rights;

(iii) the Plan and any court order or other binding order issued by the Court in the CBCA Proceedings, including the Interim Order and the Final Order, shall each be in form and substance satisfactory to the Majority Lenders, acting reasonably and shall not be amended, supplemented or otherwise modified except with the prior written consent of the Agent and the Majority Lenders;

(b) the Borrower shall have complied in all material respects with each covenant and obligation in this Agreement that is to be performed by it;

(c) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Authority, no application shall have been made by the Borrower or any Affiliate of the Borrower to any Governmental Authority, and no action or investigation shall have been announced, threatened or commenced by any Governmental Authority, in consequence of or in connection with the Recapitalization that restrains or prohibits (or if granted could reasonably be expected to restrain or inhibit) the Recapitalization or any material part thereof or requires or purports to require a material variation of the Recapitalization;

(d) the Recapitalization shall be subject to the satisfaction of the following conditions prior to or at the Recapitalization Closing Date:

(i) the Plan, in form and substance acceptable to the Borrower, Agent and the Majority Lenders, each acting reasonably, shall have been approved by (A) the Court; and (B) the requisite majority of affected securityholders as and to the extent required by the Court and the CBCA;

(ii) the Final Order shall have been entered by the Court and, unless such condition has been waived under the Noteholder Support Agreement and the Convertible Debenture Support Agreement, shall not be subject to pending appeal;

(iii) all required stakeholder, regulatory, Court approvals, consents, waivers and filings required to be made by the Borrower shall have been obtained or made, as applicable, on terms satisfactory to the Borrower, the Agent and the Majority Lenders, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Agent; and

(iv) the Recapitalization Closing Date shall occur on or before the Outside Date.

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ARTICLE 5

CONDITIONS PRECEDENT

5.1 Conditions Precedent to Effectiveness

This Agreement shall become effective on the date upon which the following conditions have been satisfied (or waived in writing by the Majority Lenders):

(a) the Agent shall have received an executed copy of this Agreement, signed by the Borrower and each other party hereto;

(b) the Agent shall have received an executed copy of the Second Lien Consent (including all schedules thereto), in form and substance satisfactory to the Agent and Majority Lenders, signed by each party thereto (subject to any redactions for confidential information in respect of individual fund names and individual fund holdings);

(c) the Agent shall have received an executed copy of the Noteholder Support Agreement (including all schedules thereto), in form and substance reasonably satisfactory to the Agent and the Majority Lenders, signed by each party thereto (subject to any redactions for confidential information in respect of individual fund names and individual fund holdings);

(d) the Agent shall have received an executed copy of the Convertible Debenture Support Agreement (including all schedules thereto), in form and substance satisfactory to the Agent and the Majority Lenders, signed by each party thereto (subject to any redactions for confidential information in respect of individual fund names and individual fund holdings);

(e) the Agent shall have received a written certification of a senior officer of the Borrower that no Default or Event of Default has occurred and is continuing (other than the Relevant Defaults); and

(f) the Agent shall have received all fees (including, without limitation, the Consent Fee) and expenses due and payable to the Agent, the Lenders, the Financial Advisor and Blakes (for which an invoice has been issued not later than one (1) Banking Day prior to the execution of this Agreement).

5.2 Consent Fee

On or prior to the Effective Date, the Borrower shall pay to the Agent, for and on behalf of the Lenders which have executed this Agreement, a consent fee in an amount equal to [redacted] bps of their aggregate Commitments (the “Consent Fee”).

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties

In order to induce the Agent, the Majority Lenders and the Swap Lenders to enter into this Agreement and to provide the waivers, consents and other accommodations as provided for herein, the Borrower makes the following representations and warranties to the Agent, the Lenders and the Swap Lenders, all of which shall survive the execution and delivery of this Agreement:

(a) Corporate Power and Authority; Enforceability. The Borrower has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Agreement and the performance by it of its obligations under the Credit Agreement. The Borrower has duly executed and delivered this Agreement, and each of this Agreement and the Credit Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(b) No Violation. None of the execution, delivery by the Borrower of this Agreement, the performance by the Borrower of this Agreement or the Credit Agreement, or the compliance with the terms and provisions thereof will (i) contravene any applicable Law except to the extent such contravention would not reasonably be expected to result in a Material Adverse Effect, (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower (other than Permitted Liens) pursuant to the terms of any indenture, loan agreement, lease agreement, mortgage, deed of trust, debentures or other instrument to which the Borrower is a party or by which it or any of its property or assets is bound except to the extent such breach, default or Lien that would not reasonably be expected to result in a Material Adverse Effect or (iii) violate any provision of the certificate of incorporation, by-laws or other organizational documents of the Borrower.

(c) Governmental Approvals. Except for any filings required to be made with the Court in respect of the CBCA Proceedings, the execution and delivery of this Agreement and the performance of this Agreement and the Credit Agreement do not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents and (iii) such consents,

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approvals, registrations, filings or actions the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

(d) No Default. Other than the Relevant Defaults, no Default or Event of Default has occurred or is continuing as of the Effective Date.

(e) Bringdown of Representations. The representations and warranties set forth in Section 8.1 of the Credit Agreement and in the other Loan Documents are true and correct in all respects with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, except to the extent that any representation or warranty is not true or correct solely because of the Relevant Defaults; provided that the commencement and continuation of the CBCA Proceedings shall not be construed as constituting a Material Adverse Effect.

(f) Consent Conditions. All of the Consent Conditions in Section 4.1 are satisfied as of the Effective Date.

(g) Financial Information. All historical financial information that has been provided in writing or made available in writing to the Agent, the Lenders, their respective Affiliates or the Financial Advisor by the Borrower, has been prepared in good faith (and in the case of any pro forma financial statements forming part of such financial information, in accordance with reasonable and disclosed assumptions) and fairly reflects in all material respects as of the dates thereof, its financial condition and the results of its operations.

ARTICLE 7

MISCELLANEOUS

7.1 Release of Secured Parties

In consideration of, among other things, the Agent’s, the Lenders’ and the Swap Lenders’ execution and delivery of this Agreement, the Borrower, on behalf of itself and its agents, representatives, officers, directors, shareholders, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Releasors”), hereby forever waives, releases and discharges, to the fullest extent permitted by applicable Law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, claims of lender liability, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have of whatsoever nature and kind, whether known or known, whether arising at law or in equity, against any or all of the Agent, the Lenders, the Swap Lenders, or the Cash Manager in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of any applicable Law), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys

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and other representatives of each of the foregoing (collectively, the “Releasees”), in each case based in whole or in part on facts, whether or not now known, existing before the date hereof, that relate to, arise out of or otherwise are in connection with:

(a) any or all of the Secured Obligations, Loan Documents, transactions contemplated hereby or any actions or omissions in connection therewith;

(b) any aspect of the dealings or relationships between or among the Borrower, on the one hand, and any or all of the Agent, the Lenders, the Swap Lenders or the Cash Manager, on the other hand, relating to any or all of the indebtedness, documents, transactions, actions or omissions referenced in clause (i) hereof; or

(c) any aspect of the dealings or relationships between or among any or all of the Agent and the Lenders, on the one hand, and the Lenders and the Swap Lenders, on the other hand, to the extent such dealings or relationships relate to any or all of the indebtedness, documents, transactions, actions or omissions referenced in clause (i) hereof,

and the Borrower is not aware of any such Claims against any of the Releasees. The entering into of this Agreement by the Borrower shall constitute ratification, adoption, and confirmation by it of the foregoing general release of such Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown. In entering into this Agreement, the Borrower consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, actions or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The Borrower, on behalf of itself and all other Releasors, hereby absolutely, unconditionally, and irrevocably, covenants and agreed with and in favour of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise), and it will not encourage or support, directly or indirectly, any other Releasor or other person in suing, or commencing any proceedings or exercising or purporting to exercise rights or remedies against, any Releasee on the basis of any Claim released, remised and discharged by the Borrower hereunder. The provisions of this Section 7.1 shall survive the termination of this Agreement, the Credit Agreement and the other Loan Documents, and payment in full of the Secured Obligations. Notwithstanding the foregoing, the foregoing releases and covenants not to sue shall not apply, as to any Releasee, to any Claim which is determined by a court of competent jurisdiction, in a final and non-appealable judgment, to have resulted from the gross negligence, wilful misconduct, or breach of this Agreement of or by such Releasee.

7.2 Ratification and Effect on the Loan Documents.

Except as specifically amended pursuant to the terms hereof, the Credit Agreement and all other Loan Documents are and shall be in full force and effect. Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the

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Credit Agreement as amended hereby. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties or the under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to receive consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

7.3 Tolling

As of the date hereof and continuing until fourteen (14) days following the Outside Date, and whether or not demand for payment or a notice of intention to enforce security has previously been delivered by the Agent or the Lenders to the Borrower, the parties hereto hereby agree to toll and suspend the running of the applicable statutes of limitations, laches or other doctrines related to the passage of time in relation to the Secured Obligations, the Loan Documents (including the Security), and any rights, remedies or benefits arising from the Loan Documents and any other related matters, and each of the parties hereto confirms that this Agreement is intended to be an agreement to suspend the limitation period provided by Section 3(1)(a) of the Limitations Act (Alberta), as well as the limitation period provided by Section 3(1)(b) of the Limitations Act (Alberta), in accordance with the provisions of Section 7(1) of the Limitations Act (Alberta), and any contractual time limitation on the commencement of proceedings, any claims or defences based upon any applicable statute of limitations, or any time related doctrine including waiver, acquiescence or laches.

7.4 Enforcement

If one of (a) either (i) the Recapitalization Closing Date has not occurred or (ii) an Alternative CBCA Outcome has not occurred, in each case, on or prior to the Outside Date, or (b) a Termination Event has occurred and a Termination Notice has been given in accordance with Section 2.1(a)(ii), in each case, the agreements, consents and waivers of the Agent, the Majority Lenders and the other Secured Parties in Section 2.1(a) shall terminate (and, for greater certainty, the rights of the Secured Parties arising in respect of the Relevant Defaults shall continue as if such agreements, consents and waivers had not be given), and the Agent and each other Secured Party may, if entitled to pursuant to and in accordance with the Credit Agreement or any other Loan Documents, commence or continue with any legal or other realization proceedings to enforce the Loan Documents (or any of them) or accelerate payment of the Secured Obligations (including without limitation, pursuant to section 11.2 of the Credit Agreement).

7.5 Continuation of Normal Borrowing Base and Extension Processes

Notwithstanding anything in this Agreement, the Second Lien Consent, the Noteholder Support Agreement or the Convertible Debenture Support Agreement, the parties hereto acknowledge and agree that (a) no Lender has advised the Agent or the Borrower, in writing or otherwise, of any decision with respect to whether such Lender will agree to extend the Term Out Date

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pursuant to the Credit Agreement, (b) no Lender has completed any re-determination of the Borrowing Base under and pursuant to the Credit Agreement in connection with the Borrowing Base Date set for May 31, 2019, (c) the Agent and the Lenders provide no assurances under this Agreement with respect to its respective processes for making decisions with respect to either extending the Term Out Date or re-determining the Borrowing Base, in each case, under and pursuant to the Credit Agreement. The consent provided by the Majority Lenders herein is not, and should not be interpreted as any commitment to extend the Term Out Date or otherwise facilitate or support the Recapitalization except for the consent expressly provided herein. For greater certainty, the Lenders hereby confirm that during the Consent Period they shall continue to provide the Borrower with access to the Credit Facilities in accordance with the terms of the Credit Agreement, as such terms are amended, modified, supplemented, replaced, waived or suspended pursuant to this Agreement.

7.6 New Third Lien Notes

The parties hereto agree that, in connection with the issuance by the Borrower of any New Third Lien Notes, they shall effect amendments to the Credit Agreement to the extent necessary to permit and reflect the issuance by the Borrower of New Third Lien Notes and the granting by the Borrower of the Third Lien Security which shall generally be consistent with the provisions of the Credit Agreement relating to the Second Lien Notes, the Second Lien Security and the Second Lien Documents, mutatis mutandis.

7.7 Financial Advisor

The Borrower acknowledges that FTI Consulting Canada Inc. has been engaged by Blakes as a financial advisor (the “Financial Advisor”) to provide certain financial advisory and consulting services in relation to its representation of the Agent and the Lenders to assist Blakes in providing legal advice to the Agent and the Lenders in matters related to the Credit Agreement as contemplated in the engagement letter with the Financial Advisor dated March 11, 2019 (the “Engagement Letter”). The Borrower shall give reasonably required access to the Lenders and/or the Financial Advisor to its management, properties, projects, systems and books and records and will pay for the reasonable fees and disbursements of the Financial Advisor in accordance with the Engagement Letter.

7.8 Whole Agreement

The Credit Agreement, as amended by this Agreement, together with the other Loan Documents, constitute the whole and entire agreement between the parties and cancels and supersedes any prior agreements, undertakings, declarations and representations, written or verbal, in respect of the subject matter of the Credit Agreement and the other Loan Documents.

7.9 Further Assurances

The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Agreement.

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7.10 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. For certainty, nothing in this Agreement (including without limitation, that the Plan will be filed at, and the CBCA Proceedings will take place in, Court) shall be construed to have caused the parties hereto (or any of them) to have submitted to the jurisdiction of the courts of the Province of Ontario for purposes of any matters relating to the Credit Agreement or any other Loan Document; for further certainty, section 1.3 of the Credit Agreement shall remain in full force and effect, unamended, and the parties submit to the non-exclusive jurisdiction of the courts of the Province of Alberta for purposes of all matters relating to the Credit Agreement or any other Loan Document, without prejudice to the rights of the parties to take proceedings in any other jurisdiction.

7.11 Enurement

This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

7.12 Time of the Essence

Time shall be of the essence of this Agreement.

7.13 Counterpart Execution

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts (including by facsimile, pdf or other electronic communication), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BELLATRIX EXPLORATION LTD., as Borrower
Per:	[Signed]
	Name:
	Title:

[Signature Page to Consent Agreement (Bellatrix)]

NATIONAL BANK OF CANADA, as Agent
Per:	[Signed]
	Name:
	Title:
Per:	[Signed]
	Name:
	Title:

[Signature Page to Consent Agreement (Bellatrix)]

NATIONAL BANK OF CANADA, as Lender and as Swap Lender
Per:	[Signed]
	Name:
	Title:
Per:	[Signed]
	Name:
	Title:

[Signature Page to Consent Agreement (Bellatrix)]

ATB FINANCIAL, as Lender and as Swap Lender
Per:	[Signed]
	Name:
	Title:
Per:	[Signed]
	Name:
	Title:

[Signature Page to Consent Agreement (Bellatrix)]

CANADIAN WESTERN BANK, as Lender
Per:	[Signed]
	Name:
	Title:
Per:	[Signed]
	Name:
	Title:

[Signature Page to Consent Agreement (Bellatrix)]

THE BANK OF NOVA SCOTIA, as Lender
Per:	[Signed]
	Name:
	Title:
Per:	[Signed]
	Name:
	Title:

[Signature Page to Consent Agreement (Bellatrix)]

EX-99.5

Exhibit 99.5

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT

This Fourth Amendment, Consent and Waiver to Note Purchase Agreement (this “Amendment”), dated as of March 28, 2019, is among BELLATRIX EXPLORATION LTD., an Alberta corporation (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Agent (in such capacity, the “Agent”), and the financial institutions party hereto as Holders.

R E C I T A L S:

A.        The Issuer, the Holders and the Agent are parties to a Note Purchase Agreement dated as of July 25, 2018 (as amended, restated, modified or supplemented from time to time, including by that certain First Amendment to Note Purchase Agreement dated as of August 24, 2018, that certain Second Amendment to Note Purchase Agreement dated as of September 7, 2018, that certain Third Amendment to Note Purchase Agreement dated as of December 5, 2018, and as further amendment by the Amendment collectively, the “Note Purchase Agreement”).

B.        On September 11, 2018, the Issuer issued warrants (each, a “Warrant” and, collectively, the “Warrants”) to the Holders to purchase an aggregate of 3,088,205 common shares of the Issuer.

C.        The Issuer and 11260049 Canada Limited, the Issuer’s wholly-owned subsidiary (the “Subsidiary”), intend to pursue a recapitalization transaction on the principal terms described in Schedule “C” of each of the Restructuring Support Agreements (as defined below), which terms are also attached as Schedule “A” hereto for reference (the “Attached Terms” and such recapitalization transaction on the Attached Terms together with any Permitted Deviations (as defined below) therefrom, the “Recapitalization Transaction”), which such Recapitalization Transaction is to be approved and executed by holders of the Existing Senior Unsecured Notes holding approximately 90% of the aggregate principal amount of all outstanding Existing Senior Unsecured Notes and holders of convertible debentures issued under the Existing Convertible Debenture (the “Existing Convertible Debentures”) holding approximately 50% of the aggregate principal amount of all outstanding Existing Convertible Debentures and implemented by way of a plan of arrangement (the “CBCA Plan”) pursuant to proceedings to be commenced under the Canada Business Corporations Act (the “CBCA”) before the Ontario Superior Court of Justice (the “Court” and such proceedings, the “CBCA Proceedings”).

D.        The initiation, pursuit and implementation of the CBCA Proceedings, the Recapitalization Transaction and/or the CBCA Plan may require certain amendments and waivers under the Note Documents.

E.        Accordingly, the Issuer and the Subsidiary have requested, inter alia, that the Holders grant such consents and waivers as may be required under the Note Documents, so as to allow the Issuer and the Subsidiary to pursue and implement the Recapitalization Transaction by way of the CBCA Plan to be filed pursuant to the CBCA Proceedings, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1.        Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note Purchase Agreement.

Section 2.        [Reserved].

Section 3.        Waivers.

(a)        Potential Defaults. Subject to the satisfaction of the conditions in Section 8 below:

(i)        to the extent that the CBCA Proceedings in respect of the Recapitalization Transaction constitute a Default or Event of Default under Section 12.1(f) of the Note Purchase Agreement, each of the Holders (and by their execution hereof, hereby authorize the Agent to, and the Agent does) hereby: (A) waive such Default and/or Event of Default and (B) waive and rescind any automatic acceleration in connection therewith; provided, however, in the event that the CBCA Proceedings results, directly or indirectly, in an event of default under the Bank Facility, the Existing Unsecured Senior Notes or the Convertible Debentures (except to the extent (i) subject to a stay under the CBCA Proceedings, during the period of the stay, (ii) waived pursuant to an express waiver thereof from the requisite majority of holders of such Debt, for so long as such waiver remains in effect, or (iii) permanently released pursuant to a final and binding order of the Court) at any point in time after the Initial Effective Date, the Issuer shall promptly (and in any case within one (1) Business Day) upon becoming aware thereof provide written notice (which may be through electronic mail) of such event of default to the Agent and the Holders (and failure to deliver such notice shall constitute an immediate Event of Default under the Note Documents) and the waiver contained in this Section 3(a)(i) shall be terminated as a result thereof upon notice by the Majority Holders to the Issuer; and

(ii)        to the extent that any default under the Existing Unsecured Senior Notes and the Convertible Debentures in existence during the pendency of the CBCA Proceedings solely on account of the non-payment of interest would constitute a Default or Event of Default under Section 12.1(l) of the Note Purchase Agreement, each of the Holders (and by their execution hereof, hereby authorize the Agent to, and the Agent does) hereby waive such Default and/or Event of Default; provided, however, (A) in the event that the CBCA Proceedings are terminated prior to the implementation of the Recapitalization Transaction and without such Default or Event of Default being (i) cured by the Issuer, (ii) permanently waived pursuant to an express waiver thereof from the requisite majority of holders of such Debt, or (iii) permanently released pursuant to a final and binding order of the Court, or (B) in the event that such default under the Existing Unsecured Senior Notes or the Convertible Debentures causes an event of default (directly or indirectly) under any Bank Facility, the Existing Unsecured Senior Notes or the Convertible Debentures at any point in time after the Initial Effective Date (except to the extent (i) subject to a stay under the CBCA Proceedings, during the period of the stay, (ii) waived pursuant to an express waiver thereof or subject to a forbearance in respect of the exercise of any enforcement rights in respect thereof, in each case from the requisite majority of holders of such Debt, for so long as such waiver or forbearance remains in effect, or (iii) permanently released pursuant to a final and binding order of the Court), the Issuer shall promptly (and in any case within one (1) Business Day) upon becoming aware thereof provide written notice (which may be through electronic mail) of such event of default to the Agent and the Holders (and failure to deliver such notice shall constitute an immediate Event of Default under the Note Documents) and the waiver contained in this Section 3(a)(ii) shall be terminated as a result thereof upon notice by the Majority Holders to the Issuer.

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT – Page 2

(b)        Notice Requirements. The Issuer shall concurrently herewith, enter into the following (collectively, the “Debtholder Agreements”): (i) a consent, amendment and waiver agreement with the Senior Administrative Agent and the Senior Lenders (the “Senior Lender Consent Agreement”), (ii) one or more support agreements with holders of the Existing Unsecured Notes holding approximately 90% of the aggregate principal amount of all outstanding Existing Senior Unsecured Notes (the “Unsecured Noteholders Support Agreement”) and (iii) one or more support agreements with certain holders of the Existing Convertible Debentures holding approximately 50% of the aggregate principal amount of all outstanding Existing Convertible Debentures (the “Convertible Debentureholders Support Agreement”, and together with the Unsecured Noteholders Support Agreement, collectively, the “Restructuring Support Agreements”), in each case in respect of the Recapitalization Transaction. Provided that the Agent and the Holders are provided with final copies of the Debtholder Agreements (subject to any redactions for confidential information in respect of individual fund names and individual fund holdings) concurrently with the execution of this Amendment, the Holders and the Agent hereby waive the notice requirements under Section 10.1(f)(iv) of the Note Purchase Agreement in respect thereof.

(c)        Change of Control. Subject to the satisfaction of the conditions set forth in Section 9 below, to the extent that the Recapitalization Transaction would upon implementation of the Recapitalization Transaction result in a “change of control” (or substantively equivalent term) under the Bank Facility, and such change of control is permanently waived by the requisite Senior Lenders required for such waiver under the Bank Facility, any such “change of control” will be deemed not to be a Change of Control pursuant to clause (d) of the definition thereof in the Note Purchase Agreement.

(d)        Confirmation re: New Third Lien Notes. Subject to the satisfaction of the conditions set forth in Section 9 below, the Holders hereby agree and acknowledge that the New Third Lien Notes (as defined in the term sheet attached as Schedule “A” hereto) constitute, to the extent of the terms thereof described therein, Permitted Junior Debt and Permitted Refinancing Debt under the Note Purchase Agreement.

(e)        Additional Information Rights. Section 3.1 and Sections 3.2(b), (c), (e) and (f) of the Senior Lender Consent Agreement as in effect on the date hereof are hereby incorporated by reference herein, except that (i) any reference therein to “Majority Lenders” or “Agent” shall be deemed a reference to “Majority Holders”, (ii) any reference therein to “Blakes” shall be deemed a reference to “Kirkland & Ellis LLP and Stikeman Elliott LLP” and (iii) any reference to “this Agreement” shall be deemed a reference to “this Amendment”, in each case, for all purposes herein.

Section 4.        Amendments to Note Purchase Agreement on Initial Effective Date. Subject to the satisfaction of the conditions set forth in Section 8 below, the Note Purchase Agreement shall be amended as follows:

(a)        The definition of “Payment in Full” in Section 1.1 of the Note Purchase Agreement shall be amended in its entirety and shall read as follows:

““Payment in Full” means (a) the unconditional and irrevocable payment in full in Cash of all principal, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Notes (or, as used in Section 6.3(b) and Section 6.4(f), all New Money Notes)

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outstanding under this Agreement and (b) the irrevocable payment in full in Cash in respect of all other obligations or amounts that are outstanding under this Agreement (in the case of Section 6.3(b) and 6.4(f), in respect of the New Money Notes) (other than indemnity and expense or other cost reimbursement obligations for which notice of potential claim has not been given). “Paid in Full” has the correlative meaning thereto.”

(b)        The definition of “Pro Rata Share” in Section 1.1 of the Note Purchase Agreement shall be amended in its entirety and shall read as follows:

““Pro Rata Share” means, as to any Holder, with respect to:

(a)        Section 2.1, the percentage obtained by dividing (i) the Commitments of that Holder by (ii) the aggregate Commitments of all the Holders;

(b)        the definition of “Conforming Warrant”, the percentage obtained by dividing (i) the outstanding principal amount of the New Money Notes and the Exchange Notes purchased by such Holder on the Funding Date by (ii) the aggregate outstanding principal amount of all New Money Notes and the Exchange Notes purchased by all Holders at the time of determination;

(c)        all payments, computations and other matters relating to the New Money Notes of any Holder, the percentage obtained by dividing (i) the outstanding principal amount of the New Money Notes held by such Holder at the time of determination by (ii) the aggregate outstanding principal amount of all New Money Notes held by all Holders at the time of determination; and

(d)        all payments, computations and other matters relating to the Exchange Notes and Additional Notes of any Holder (but, in the case of any payments, subject in all respects to Section 6.3(b) and Section 6.4(f)), the percentage obtained by dividing (i) the outstanding principal amount of the Exchange Notes and Additional Notes held by such Holder at the time of determination by (ii) the aggregate outstanding principal amount of all Exchange Notes and Additional Notes held by all Holders at the time of determination the Exposure of that Holder by (ii) the Total Exposure.”

(c)        Section 6.3. Section 6.3 of the Note Purchase Agreement shall be amended in its entirety and shall read as follows:

“Any payment of any Note made pursuant to Sections 6.1 or 6.2 shall be applied as follows

(a)        first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent in its capacity as such;

(b)        second, pro rata to Payment in Full of (and in the following order): (i) that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders of the New Money Notes, (ii) all accrued Interest (including interest at the Default Rate) in respect of the New Money Notes, (iii) the Change of Control Premium, Make-Whole Amount, Repayment Fee and any

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other amount due and payable pursuant to Section 6.4(g) in respect of the New Money Notes, if any, (iv) principal outstanding on any New Money Notes which has not yet been reimbursed by or on behalf of the Issuer at such time and (v) all other outstanding Obligations, if any, in respect of the New Money Notes;

(c)        third, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders and other Secured Parties under the Note Documents with respect to the Exchange Notes and Additional Notes;

(d)        fourth, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Exchange Notes and Additional Notes;

(e)        fifth, pro rata to pay the Change of Control Premium on the Exchange Notes and the Additional Notes, the Repayment Fee or other amount due and payable pursuant to Section 6.4(g), if any, on the Exchange Notes (including, for the avoidance of doubt, any Change of Control Premium on the Exchange Notes and the Additional Notes, any Repayment Fee or other amount due and payable pursuant to Section 6.4(g), if any, on the Exchange Notes, resulting from the prepayment of principal under clause (f) below);

(f)        sixth, pro rata to payment of principal outstanding on any other Exchange Notes and Additional Notes which have not yet been reimbursed by or on behalf of the Issuer at such time;

(g)        seventh, pro rata to any other Obligations; and

(h)        eighth, any excess, after all of the Obligations shall have been Paid in Full in Cash, shall be paid to the Issuer or as otherwise required by any Governmental Requirement.

For the avoidance of doubt, any and all prepayments made pursuant to Section 6.1 shall be applied solely to clauses (a) and (b) above until the New Money Notes are Paid in Full and thereafter pro rata to the Exchange Notes and Additional Notes in accordance with clauses (c) through (f) above.

Without limiting the generality of the foregoing, this Section 6.3(b) is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code (as defined below) and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. For the avoidance of doubt, the Issuer shall not repay or prepay the Exchange Notes or the Additional Notes prior to the indefeasible payment in full in cash of all Obligations in respect of the New Money Notes. The “Bankruptcy Code” means Title 11, United States Code, as now and hereafter in effect, or any successor statute, and any other insolvency, reorganization, moratorium or similar law of the United States (or any state thereof) or other applicable jurisdiction for the relief of debtors, or any successor statute.”

(d)        Section 6.4(f). Section 6.4(f) of the Note Purchase Agreement shall be amended in its entirety and shall read as follows:

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“If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by the Agent hereunder in respect of any of the Obligations shall be applied first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent (including any costs and expenses related to foreclosure or realization upon, or protecting, Collateral) in its capacity as such, second, pro rata to Payment in Full of (and in the following order): (i) that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders of the New Money Notes, (ii) all accrued Interest (including interest at the Default Rate) in respect of the New Money Notes, (iii) the Change of Control Premium, Make-Whole Amount, Repayment Fee and any other amount due and payable pursuant to Section 6.4(g) in respect of the New Money Notes, if any, (iv) principal outstanding on any New Money Notes which has not yet been reimbursed by or on behalf of the Issuer at such time and (v) all other outstanding Obligations, if any, in respect of the New Money Notes, third, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders in respect to the Exchange Notes and Additional Notes and the other Secured Parties, fourth, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Exchange Notes and Additional Notes, fifth, pro rata to pay the Change of Control Premium on the Exchange Notes and the Additional Notes, any Repayment Fee or other amount due and payable pursuant to clause (g) below, if any, on the Exchange Notes (including, for the avoidance of doubt, any Change of Control Premium on the Exchange Notes and the Additional Notes, any Repayment Fee or other amount due and payable pursuant to clause (g) below, if any, on the Exchange Notes resulting from the prepayment of principal under clause sixth below), sixth, pro rata to payment of principal outstanding on the Exchange Notes and Additional Notes which has not yet been reimbursed by or on behalf of the Issuer at such time, seventh, pro rata to any other Obligations, and eighth, any excess, after all of the Obligations shall have been Paid in Full in cash, shall be paid to the Issuer or as otherwise required by any Governmental Requirement. Without limiting the generality of the foregoing, this Section 6.4(f) is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code (as defined below) and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. For the avoidance of doubt, the Issuer shall not repay or prepay the Exchange Notes or the Additional Notes prior to the indefeasible payment in full in cash of all Obligations in respect of the New Money Notes.”

(e)        Section 9.1(x). Clause (i) of Section 9.1(x) of the Note Purchase Agreement shall be amended in its entirety and shall read as follows:

“Neither the Issuer nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than (A) prior to December 6, 2018 the Holders and not more than ten (10) other Institutional Investors, each of which has been offered the Notes at a private sale for investment and (B) on and after December 6, 2018, (x) the Holders and (y) holders of Existing Senior Unsecured Notes pursuant to the CBCA Plan in connection with the Recapitalization Transaction. Neither the Issuer nor anyone

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acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.”

(f)        Section 15.1(e). Section 15.1(e) of the Note Purchase Agreement shall be amended by replacing the phrase that reads “Any amendment, extension or waiver of, or consent or determination relating to, the terms of this Agreement which changes or relates to:” with the phrase that reads in its entirety as follow:

“(e)        Neither this Agreement nor any provision hereof nor any Note Document nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Issuer and/or the other applicable Note Parties and the Majority Holders or by the Issuer and/or the other applicable Note Parties and the Agent with the consent of the Majority Holders; provided, however, any amendment, extension or waiver of, or consent or determination relating to, the terms of this Agreement which changes or relates to:”

Section 5.        Amendments to Note Purchase Agreement on Subsequent Effective Date. Subject to the satisfaction of the conditions set forth in Section 9 below, the Note Purchase Agreement shall be amended as follows:

(i)        the new defined terms “Fourth Amendment, Consent and Waiver ” and “Recapitalization Transaction” shall be inserted in correct alphabetical order under Section 1.1 of the Note Purchase Agreement and in each case, shall read in their entireties as follows:

“Fourth Amendment, Consent and Waiver” means that certain Fourth Amendment, Consent and Waiver to Note Purchase Agreement entered into by the Issuer and the Holders party thereto dated as of March 28, 2019;

“Recapitalization Transaction” has the meaning given to such term in the Fourth Amendment, Consent and Waiver;

(ii)        the definition of “Availability Period” in Section 1.1 of the Note Purchase Agreement shall be amended in its entirety and shall read as follows:

“Availability Period” means the period commencing on the Funding Date and ending on June 30, 2019 provided, however, the Availability Period shall terminate immediately upon (and after giving effect to) the consummation of the Recapitalization Transaction.

(iii)        the definition of “Consolidated EBITDA” shall be amended to (A) add a new clause (h) at the end of the first section thereof, and (B) add a new clause (f) at the end of the second section thereof, which new clauses shall read as follows:

“(h) non-cash losses arising from foreign exchange adjustments made in connection with (i) the implementation of the Recapitalization Transaction and (ii) any repurchase or redemption of Debt by the Issuer during the preceding twelve month period from March 1, 2019 (including, for greater certainty, the

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exchange of Existing Senior Unsecured Notes for Exchange Notes completed on the Funding Date)”; and

“(f) non-cash gains arising from foreign exchange adjustments made in connection with (i) the implementation of the Recapitalization Transaction and (ii) any repurchase or redemption of Debt by the Issuer during the preceding twelve month period from March 1, 2019 (including, for greater certainty, the exchange of Existing Senior Unsecured Notes for Exchange Notes completed on the Funding Date)”.

(iv)        Section 10.2(e). The text of Section 10.2(e) is hereby amended to add the following immediately following clause (18) of Section 10.2(e):

“Notwithstanding anything to the contrary contained herein, under no circumstances shall the Issuer make, or permit any of its Subsidiaries to make, directly or indirectly, prior to June 30, 2021, any payment in cash of interest or any other amounts in excess of interest at a rate of up to of 4.75% per annum in respect of the New Third Lien Notes (as amended from time to time any refinancing, replacement or substitution thereof).”

Section 6.        Confirmations and Ratifications. The Issuer hereby confirms and ratifies as of the Initial Effective Date and the Subsequent Effective Date that:

(a)        except as amended hereby, the Note Documents, including, without limitation, the Note Purchase Agreement, remain unamended and unaffected, and remain in full force and effect; and

(b)        the Security remains unamended and unaffected, and remains in full force and effect, such that the Security granted by the Issuer and each Guarantor for the benefit of the Agent and the Holders party hereto continue to secure, apply and extend to all Obligations and other debts, liabilities and obligations, present and future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due and accruing due and owing by or otherwise payable by the Issuer or any Guarantor, in any currency, under, in connection with or pursuant to the Note Documents, including the Note Purchase Agreement.

Section 7.        Agreement to Use Commercially Reasonable Efforts to Further Amend Note Documents; Agreement to Provide Updates Regarding Restructuring Transaction.

(a)        In connection with the implementation of the Recapitalization Transaction and as part of the consummation thereof and subject to the satisfaction of the conditions contained in Section 9 below, the Holders and the Issuer agree that each Holder shall use commercially reasonable efforts to cooperate with the Issuer (and shall authorize the Agent to so cooperate, to the extent required) to cause the notes issued pursuant to the Note Purchase Agreement to become eligible for clearance and settlement through the facilities of The Depositary Trust Company (“DTC”), which commercially reasonable efforts shall include, without limitation, agreeing to any amendments to the Note Purchase Agreement and the other Note Documents necessary to remove references to “Agent” and provide instead for a customary trustee and to incorporate customary provisions allowing such notes to be held in global form through the facilities of DTC; provided, however, that no Holder shall be required to agree to any amendment that affects the substantive rights of such Holder under the Note Purchase Agreement or the other Note Documents; provided, further that (i) the New Money Notes shall be represented by a separate

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global note bearing a unique CUSIP while the Exchange Notes and the Additional Notes shall, to the extent permitted by DTC, all be represented by a single global note bearing the same CUSIP and (ii) the Exchange Notes and any Additional Notes shall have the same terms and be treated on an equal basis in all respects under the Note Purchase Agreement (and any amendment or restatement thereof). In addition to the foregoing, the Holders, the Agent and the Issuer agree that they will work in good faith to further amend the Note Purchase Agreement concurrently with the implementation of the Recapitalization Transaction in order to give effect to any steps or transactions contemplated under the CBCA Plan but solely to the extent such steps or transactions are consistent with the terms of the Recapitalization Transaction as set out on Schedule “A” hereto and solely to the extent such amendments are non-material and mechanical or procedural in nature; provided however, that no Holder shall be required to agree to any amendment that adversely affects the substantive rights of such Holder under the Note Purchase Agreement.

(b)        The Issuer shall provide the Holders written updates (which may be through electronic mail) within three (3) Business Days of any material deviations in terms from the Attached Terms that have been agreed by the Issuer and shall, within seven (7) days of receipt of the request therefor, provide the Holders with any additional information or documentation reasonably requested by the Agent or Majority Holders in respect of the Restructuring Transaction and CBCA Proceedings (subject to any confidentiality restrictions by which the Issuer is bound in respect thereof). The failure of the Issuer to comply with this Section 7(b) for three consecutive (3) Business Days shall be an immediate Event of Default under the Note Purchase Documents.

Section 8.        Conditions to Initial Effective Date. Upon the satisfaction of the following conditions precedent, this Amendment shall become effective (the date of satisfaction of such conditions precedent, the “Initial Effective Date”) (it being agreed and understood that the provisions contained in Section 3(c), Section 3(d) and Section 5, which are conditioned upon the conditions contained in Section 9 (such provisions, collectively, the “Subsequently Effective Provisions”) below shall become effective only as provided in Section 9 below (such conditions as set out in Section 9 being the “Subsequently Effective Conditions”) and all other provisions contained herein shall be effective on the Initial Effective Date (such provisions collectively, the “Initial Effective Provisions”)):

(a)        the Agent and the Holders party hereto shall have received counterparts to this Amendment duly executed by a duly authorized officer of the Issuer, the Agent and the Holders;

(b)        the Agent and Majority Holders shall have received a certified copy of the resolutions of the board of directors or equivalent of the Issuer and each Material Subsidiary authorizing the execution, delivery and performance of this Amendment and authority, incumbency and title certificates for the Issuer, or the Material Subsidiary, as the case may be, to which are attached true copies of all relevant constating documents and by-laws (or a certification that, as of the Effective Date, there has been no change, amendment or modification to the authority, incumbency and title certificates or constating documents and by-laws delivered under Section 11.1(ii) of the Note Purchase Agreement) and a government issued certificate of status (or equivalent) for its jurisdiction of formation;

(c)        after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and each of the representations and warranties set forth in Article 9 of the Note Purchase Agreement and Section 10 of this Amendment shall be true and correct in all material respects (provided that any such representations and warranties modified by materiality, Material Adverse Effect or any similar qualifier, shall be true and correct in all respects), in each case, as of the Initial Effective Date, which the undersigned officer of the Issuer shall be deemed

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to have certified to the Agent and the Holders pursuant to Section 10 below upon the Issuer’s execution and delivery of this Amendment;

(d)        the Agent and Majority Holders shall have received copies of the Debtholder Agreements (subject to any redactions for confidential information in respect of individual fund names and individual fund holdings pursuant to the terms of such Debtholder Agreements) as provided in Section 3(c) above in form and substance reasonably satisfactory to the Agent and Majority Holders;

(e)        all reasonable and documented fees, costs and expenses, including legal fees of one counsel in the United States and one counsel in Canada, of the Holders and one counsel in the United States of the Agent, in connection with the preparation, review and/or negotiation of this Amendment, the Recapitalization Transaction, the CBCA Plan, the CBCA Proceedings or any other agreement and documents related directly or indirectly with the foregoing, in each case for which an invoice has been issued at least one (1) Business Day prior to the date hereof, shall have been paid by the Issuer; and

(f)        in consideration of the accommodations contemplated by this Amendment, the Issuer shall pay a fee in the amount equal to $[redacted] to the Agent for the pro rata benefit of each Holder or pursuant to the Holder’s instructions.

Section 9.        Conditions to Subsequent Effective Date. Upon the satisfaction of the following conditions precedent, the Subsequently Effective Provisions shall become effective (the date of satisfaction of such conditions precedent, the “Subsequent Effective Date”):

(a)        to the extent not previously received, the Agent and Majority Holders shall have received a certified copy of the resolutions of the board of directors or equivalent of the Issuer and each Material Subsidiary authorizing the execution, delivery and performance of all documentation in respect of the Recapitalization Transaction;

(b)        after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and each of the representations and warranties set forth in Article 9 of the Note Purchase Agreement and Section 10 of this Amendment shall be true and correct in all material respects (provided that any such representations and warranties modified by materiality, Material Adverse Effect or any similar qualifier, shall be true and correct in all respects), in each case, as of the date of the Subsequent Effective Date, which the undersigned officer of the Issuer shall be deemed to have certified to the Agent and the Holders pursuant to Section 10 below upon the consummation of the Recapitalization Transaction;

(c)        all interest, fees, costs and expenses payable by the Issuer pursuant to the terms of the Note Purchase Agreement as of the date hereof shall have been paid;

(d)        all reasonable and documented fees, costs and expenses, including legal fees of one counsel in the United States and one counsel in Canada, of the Holders and one counsel in the United States of the Agent in connection with the preparation, review and/or negotiation of this Amendment, the Recapitalization Transaction, the CBCA Plan, the CBCA Proceedings or any other agreement and documents related directly or indirectly with the foregoing, in each case for which an invoice has been issued at least two (2) Business Days prior to the anticipated effective date of the CBCA Plan, shall have been paid by the Issuer;

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(e)        the CBCA Plan giving effect to the Recapitalization Transaction shall have been approved by the Court and shall have been implemented on or prior to June 30, 2019; provided, however, that the terms of the CBCA Plan and Recapitalization Transaction shall be on the Attached Terms together with any deviations therefrom or such other terms not expressly set forth in the Attached Terms that are: (i) mechanical or procedural in nature and not adverse to the interests of the Holders, (ii) not adverse to the interests of the Holders, (iii) materially adverse to the interests of the Holders, but if and only if the Majority Holders have expressly consented to such terms in writing in their sole discretion or (iv) other deviations or changes not described in clauses (i), (ii) and (iii) but if and only if reasonably satisfactory to the Majority Holders (subclauses (i), (ii), (iii) and (iv) constituting the “Permitted Deviations”) and any such deviation or other terms not constituting a Permitted Deviation shall cause the CBCA Plan and Recapitalization Transaction to expressly not satisfy the condition set forth in this clause (e). For the avoidance of doubt and without limitation, the following shall be deemed to be materially adverse to the interests of the Holders:

(A) failure of the Issuer to refinance, replace, extinguish, cancel, convert and/or exchange all of the Existing Senior Unsecured Notes into Additional Notes, Permitted Junior Debt and common shares of the Issuer;

(B) failure of the Issuer to convert and/or exchange all of the notes issued under the Existing Convertible Indenture into common shares of the Issuer; and

(C) any increase to the interest rate or economics due and payable in respect of any Debt resulting from the Recapitalization Transaction (including the New Third Lien Notes), including any increase in the portion of any interest thereon payable in cash.

(f)        the Warrants shall be amended on terms satisfactory to the Holders and the Issuer, each acting reasonably, in order to (i) reflect the new capital structure of the Issuer and provide that the Warrants shall be exercisable for an aggregate of that number of common shares equal to five percent (5%) of the total number of outstanding common shares of the Issuer immediately after consummation of the Recapitalization Transaction (subject to dilution on account of the exercise of any outstanding or future equity grants pursuant to the Issuer’s equity incentive plans and any future equity issuances that dilute all common shares of the Issuer) and (ii) amend the exercise price to provide that the exercise price shall be equal to the equity value of the common shares of the Issuer, on a per share basis, under the Recapitalization Transaction determined based upon the methodology agreed by the Issuer and the Holders concurrently with the execution of this Amendment;

(g)        the Issuer, the Senior Administrative Agent, the Agent and the collateral agent and trustee for the New Third Lien Notes (as defined in the term sheet attached as Schedule “A” hereto) issued pursuant to the Recapitalization Transaction shall have delivered a duly executed amendment to the Intercreditor Agreement to give effect to the New Third Lien Notes (as defined in the term sheet attached as Schedule “A” hereto), on terms negotiated by the Majority Holders in good faith and acceptable to the Majority Holders; and

(h)        the following conditions have been met with respect to the CBCA Plan:

(i)        all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Recapitalization

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Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;

(ii)        there shall not be in effect any preliminary or final decision, order or decree by a Governmental Authority, no application shall have been made to any Governmental Authority, and no action or investigation shall have been announced, threatened or commenced by any Governmental Authority, in consequence of or in connection with the Recapitalization Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Recapitalization Transaction or the CBCA Plan, or requires or purports to require a material variation of the Attached Terms that does not otherwise satisfy Section 9(e);

(iii)        there shall be no proceeding, claim or investigation pending or threatened before any Governmental Authority in connection with the Recapitalization Transaction that would reasonably be expected to restrain, prohibit or materially impede the Recapitalization Transaction or the CBCA Plan; and

(iv)        the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan.

The Agent, acting at the direction of the Majority Holders, is hereby authorized to declare the Subsequent Effective Date to have occurred (and the Subsequent Effective Date shall occur) upon confirmation by the Majority Holders that the Majority Holders have received satisfactory evidence of the satisfaction of all of the conditions precedent set forth in this Section 9.

Section 10.        Representations and Warranties. The Issuer hereby confirms that, as of the date hereof after giving effect to the Initially Effective Provisions, (a) the representations and warranties of Issuer and each other Note Party contained in this Amendment, the Note Purchase Agreement and the other Note Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date, and (b) no Default or Event of Default shall have occurred and be continuing. The execution, delivery, and performance by the Issuer of this Amendment and compliance with the terms and provisions hereof have been duly authorized by all requisite action on the part of Issuer and do not violate any contractual or other obligation by which Issuer is bound that could reasonably be expected to result in a Material Adverse Effect.

Section 11.        Release of Claims. The Issuer, on behalf of itself and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Issuer and all such other Persons being hereinafter referred to collectively as the “Releasing Parties” and individually as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent and the Holders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, advisors and other representatives (the Agent, the Holders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, variances, trespasses,

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT – Page 12

judgments, liens, sums of money, accounts, bills, reckonings, damages, consequential damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which Issuer, any Releasing Party or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Initial Effective Date (and, upon the consummation of the Recapitalization Transaction, on or prior to the Subsequent Effective Date) including, without limitation, Claims for or on account of, or in relation to, or in any way in connection with this Amendment, the Note Purchase Agreement, the other Note Documents, the Recapitalization Transaction, the CBCA Proceedings or the transactions hereunder or thereunder or contemplated hereby or thereby (the “Released Claims”); provided, however, “Released Claims” with respect to any Releasee shall not include any of the foregoing to the extent arising from the willful misconduct or gross negligence of such Releasee as determined in a final non-appealable judgment by a court of competent jurisdiction. The Issuer understands, acknowledges and agrees for itself and on behalf of the other Releasing Parties that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. The Issuer agrees for itself and on behalf of the other Releasing Parties that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The Issuer agrees for itself and on behalf of the other Releasing Parties that that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Released Claim. If the Issuer or any other Releasing Party violates the foregoing covenant, the Issuer, for itself and the other Releasing Parties, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Section 12.        Effect of Amendment; Ratification of Note Documents. Except as expressly set forth in this Amendment, the terms, provisions, conditions and covenants of the Note Purchase Agreement, the other Note Documents and the Warrants remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Note Purchase Agreement, any other Note Document or the Warrants. Without limiting the generality of the foregoing, nothing in this Amendment shall be deemed (i) to constitute a waiver of compliance or consent to noncompliance by any of the Note Parties to, or an amendment of, any other term, provision, condition or covenant of the Note Purchase Agreement, any other Note Documents or the Warrants, other than as specifically set forth herein; or (ii) to prejudice any right or remedy that the Agent or the Holders may now have or may have in the future under or in connection with the Note Purchase Agreement, any other Note Document or the Warrants. Upon the effectiveness of this Amendment, each reference in the Note Purchase Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Note Purchase Agreement, as amended hereby, and each reference in the Note Purchase Agreement to a Conforming Warrant shall mean and be a reference to each Warrant, as amended hereby. This Amendment shall constitute a Note Document for all purposes. Issuer acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and Issuer waives any defense, offset, counterclaim or recoupment with respect thereto.

Section 13.        Incorporation of Certain Provisions by Reference. The provisions of Section 1.3 of the Note Purchase Agreement captioned “Governing Law; Jurisdiction; Consent to Service of Process” are incorporated herein by reference.

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT – Page 13

Section 14.        Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

Section 15.        Holders’ Authorization to Agent. By their execution hereof, each of the Holders hereby authorizes and directs the Agent to execute and deliver this Amendment. Each Holder, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, each document required to be approved by the Agent and the Holders as a condition to the effectiveness of this Amendment.

Section 16.        Entirety. This Amendment, all of the other Note Documents and the Warrants embody the entire agreement between the parties. THIS AMENDMENT, ALL OF THE OTHER NOTE DOCUMENTS AND THE WARRANTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT – Page 14

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

ISSUER:
BELLATRIX EXPLORATION LTD.
By:	[Signed]
Name:
Title:

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT – Signature Page

AGENT:
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Agent
By:	[Signed]
Name:
Title:

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT – Signature Page

HOLDERS:
[Holder Signature Redacted]
By:	[Redacted]
Name:
Title:
By:	[Redacted]
Name:
Title:

FOURTH AMENDMENT, CONSENT AND WAIVER TO NOTE PURCHASE AGREEMENT – Signature Page

SCHEDULE A

Terms of Recapitalization Transaction

See attached.

BELLATRIX EXPLORATION LTD.

EXISTING SENIOR UNSECURED NOTES TRANSACTION

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

This term sheet dated as of March 28, 2019 (the “Term Sheet”) describes the principal terms pursuant to which Bellatrix Exploration Ltd. (the “Company”) and the Consenting Noteholders will complete a series of transactions (collectively, the “Transaction”) pursuant to which, among other things, all of the Company’s 8.5% senior unsecured notes due 2020 (the “Existing Senior Unsecured Notes”) issued pursuant to the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee, as amended from time to time (the “Existing Senior Unsecured Notes Indenture”) will be exchanged for New Second Lien Notes, New Third Lien Notes and New Common Shares pursuant to a plan of arrangement (the “CBCA Plan”) to be implemented pursuant to proceedings (the “CBCA Proceedings”) under the Canada Business Corporations Act (the “CBCA”), subject to the terms and conditions set forth in this Term Sheet and/or as may otherwise be agreed by the Company and the Initial Consenting Noteholders.¹

Capitalized terms used and not otherwise defined in this Term Sheet shall be as defined in Section V of this Term Sheet.

This Term Sheet and the information contained herein is strictly private and confidential and is not to be disclosed in any manner whatsoever without the prior written consent of Goodmans LLP, as counsel to the Company. Notwithstanding the foregoing, it is intended that this Term Sheet would be appended to a definitive Support Agreement to be executed by the Company and the Consenting Noteholders and filed by the Company, together with the form of Support Agreement, on SEDAR and EDGAR and filed with the court, together with the form of Support Agreement, in connection with the CBCA Proceedings or other applicable court proceedings in connection with the implementation of the Transaction, as applicable.

This Term Sheet is for discussion and settlement purposes only and is subject to the provisions of Rule 408 of the Federal Rules of Evidence and other similar applicable state and federal rules of the United States and similar Canadian rules and laws. This Term Sheet is not an offer with respect to any securities or a solicitation of votes with respect to a restructuring plan. This Term Sheet shall not be construed as (i) an offer capable of acceptance, (ii) a binding agreement of any kind, (iii) a commitment to enter into, or offer to enter into, any agreement, or (iv) an agreement to file any restructuring plan or commence any restructuring proceedings or consummate any transaction or to vote for or otherwise support any restructuring plan. This Term Sheet is subject to, among other things, negotiation and execution of definitive documentation.

¹ This Term Sheet does not purport to summarize all of the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein, which transactions will be entered into on the basis of mutually satisfactory definitive documentation after, among other things, receipt of necessary internal and external approvals.

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I. TRANSACTION

Exchange of Existing Senior Unsecured Notes The Transaction shall provide for the exchange of the outstanding Existing Senior Unsecured Notes for New Second Lien Notes, New Third Lien Notes and New Common Shares, as applicable, as further set out herein.   The Transaction shall be implemented pursuant to a CBCA Plan binding all Senior Unsecured Noteholders and the Company.   Pursuant to the CBCA Plan:   1)  each Consenting Noteholder will become entitled to receive on the date of implementation of the Transaction (the “Effective Date”) in exchange for, and in full and final extinguishment and cancellation of, its Existing Senior Unsecured Notes and Existing Senior Unsecured Noteholder Claims (including, for certainty, all accrued and unpaid interest): a)  payment in cash of the portion of the Cash Interest Payment in respect of its Existing Senior Unsecured Notes; b)  New Second Lien Notes in a principal amount equal to its Consenting Noteholder New Second Lien Note Amount; c)  its Consenting Noteholder Pro Rata Share of the New Third Lien Notes; and d)  its Consenting Noteholder Pro Rata Share of the Senior Unsecured Noteholder New Common Share Pool;   2)  each Senior Unsecured Noteholder that is not a Consenting Noteholder will become entitled to receive on the Effective Date in exchange for, and in full and final extinguishment and cancellation of, its Existing Senior Unsecured Notes and Existing Senior Unsecured Noteholder Claims (including, for certainty, all accrued and unpaid interest):   a)  payment in cash of the portion of the Cash Interest Payment in respect of its Existing Senior Unsecured Notes; b)  its Non-Consenting Noteholder Pro Rata Share of the New Third Lien Notes; and c)  its Non-Consenting Noteholder Pro Rata Share of the Senior Unsecured Noteholder New Common Share Pool; and   3)  the obligations of the Company with respect to the Existing Senior Unsecured

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Notes and the Existing Senior Unsecured Notes Indenture shall be irrevocably and finally extinguished, each Senior Unsecured Noteholder shall have no further right, title or interest in or to the Existing Senior Unsecured Notes or its Existing Senior Unsecured Noteholder Claims, and the Existing Senior Unsecured Notes and the Existing Senior Unsecured Notes Indenture shall be fully and finally cancelled and terminated.

Notwithstanding the foregoing, the Company and the Initial Consenting Noteholders shall have the right, prior to the Effective Date, to agree that instead of the Company paying the Cash Interest Payment in cash on the Effective Date, the Company shall issue additional New Third Lien Notes in an aggregate principal amount equal to the amount of the Cash Interest Payment, which additional New Third Lien Notes shall be issued to Senior Unsecured Noteholders on the same basis as the New Third Lien Notes set out above.

The Company and the Initial Consenting Noteholders shall also have the right, prior to the Consent Date, to agree that any Senior Unsecured Noteholder that would own (or would be deemed to own) 25% or more of the issued and outstanding common shares of the Company upon implementation of the Transaction pursuant to the CBCA Plan (a “Significant Holder”) may, in lieu of receiving a portion of the New Common Shares that such Significant Holder would be entitled to receive under the CBCA Plan, receive unlisted warrants exercisable for that portion of such New Common Shares (which warrants would be exercisable without any payment) in order for such Significant Holder to own less than 25% of the issued and outstanding common shares of the Company upon implementation of the Transaction. For certainty, the foregoing is not intended to impact the economic terms of the Transaction and the common shares into which such warrants would be exercisable shall, together with the New Common Shares otherwise issued under the Senior Unsecured Noteholder New Common Share Pool, collectively represent approximately 51% of the aggregate issued and outstanding common shares of the Company on the Effective Date upon implementation of the Transaction pursuant to the CBCA Plan as otherwise set out herein. As an alternative to receiving warrants as set forth above, a Significant Holder may, at its sole option, (i) agree with one or more other Initial Consenting Noteholders, prior to the Consent Date, to reallocate their entitlements to receive New Common Shares and New Third Lien Notes under the CBCA Plan among the Significant Holder and such other Initial Consenting Noteholder(s) or (ii) determine, prior to the Consent Date, to contribute a portion of the New Common Shares that such

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Significant Holder would otherwise be entitled to receive under the CBCA Plan to the Senior Unsecured Noteholder New Common Share Pool for the benefit of, and to be issued to, other Senior Unsecured Noteholders, in each case so that the Significant Holder shall not receive more than 25% of the issued and outstanding common shares of the Company upon implementation of the Transaction. The Initial Consenting Noteholders acknowledge and agree that in order for a Significant Holder to receive warrants, reallocate entitlements to receive New Common Shares and New Third Lien Notes under the CBCA Plan with one or more other Initial Consenting Noteholders or contribute a portion of its New Common Shares to the Senior Unsecured Noteholder New Common Share Pool (in each case, “Alternative Consideration”), (i) the Alternative Consideration Conditions shall be satisfied, (ii) the Company and such Significant Holder and, to the extent applicable, the other applicable Initial Consenting Noteholder(s) shall work in good faith to satisfy the Alternative Consideration Conditions and (iii) the Company shall, using commercially reasonable efforts, assist with respect to the transfer of any Senior Unsecured Notes out of DTCC (as defined below) and any subsequent steps required in connection with the implementation of the Alternative Consideration. Concurrently with or prior to the implementation of the Transaction pursuant to a CBCA Plan, in full and final extinguishment and cancellation of the Convertible Debentures, the Company shall complete an exchange of all the Convertible Debentures for approximately 32.5% of the aggregate issued and outstanding common shares of the Company upon implementation of the Transaction pursuant to the CBCA Plan, or shall otherwise extinguish and cancel the Convertible Debentures in full in exchange for cash from the proceeds of one or more new common equity issuances for up to 32.5% of the aggregate issued and outstanding common shares of the Company upon implementation of the Transaction, provided that nothing in respect of the foregoing shall change any of the consideration (including the percentage of common shares of the Company) to be provided to the Senior Unsecured Noteholders as part of the Transaction.

Timeline for Implementation

The actions necessary to structure and implement the Transaction will be completed within the following timelines: (a)   the Support Agreement shall be executed between the Company and the Initial Consenting Noteholders on or prior to March 28, 2019; (b)   the Company shall make an application to the Ontario Superior Court of Justice (Commercial List) (the “Court”)

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	on or prior to April 18, 2019 (or such other date as may be agreed by the Company and the Initial Consenting Noteholders) seeking an interim order under the CBCA (the “Interim Order”) containing, among other things, provisions for the mailing of a CBCA information circular and the CBCA Plan, the calling and holding of necessary meetings of security holders to vote on the CBCA Plan, and a stay of proceedings; (c)   the Court shall have approved the Interim Order on or prior to April 18, 2019 (or such other date as may be agreed by the Company and the Initial Consenting Noteholders); (d)   the Court shall have approved the final order (the “Final Order”) in respect of the CBCA Plan on or prior to June 12, 2019 (or such other date as may be agreed by the Company and the Initial Consenting Noteholders); and (e)   the Transaction authorized pursuant to the CBCA Plan shall have been implemented on or prior to June 30, 2019 (or such other date as may be agreed by the Company and the Initial Consenting Noteholders) (the “Outside Date”).
II.    SUPPORT AGREEMENT
Support Agreement	A consent and support agreement containing terms and conditions acceptable to the Company and the Initial Consenting Noteholders will be entered into with the Company by each of the Initial Consenting Noteholders and such other Senior Unsecured Noteholders who sign such a consent and support agreement or a Joinder Agreement (collectively, a “Support Agreement”).
III.  OTHER TERMS AND CONDITIONS OF THE TRANSACTION
Board Approval	The Board shall have authorized the Transaction.
Corporate Governance	The Initial Consenting Noteholders shall have the right to designate nominees that shall comprise such proportion of the directors on the Board immediately following the Effective Date of the Transaction as agreed to by the Company and the Initial Consenting Noteholders, provided that any existing directors who wish to remain on the Board will be considered. Other governance matters shall be agreed to by the Company and the Initial Consenting Noteholders as part of the Definitive Documentation.
Initial Consenting Noteholders’ Advisors	The Company shall pay the reasonable fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Bennett Jones LLP and Stephens Inc., the legal and financial advisors to the Initial

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	Consenting Noteholders, in each case in accordance with the terms and conditions of written agreements entered into with the Company.
Releases	There shall be usual and customary CBCA Plan releases in connection with the implementation of the Transaction to be effective as of the Effective Date (the “Releases”) which shall, at a minimum, provide that the Company, its affiliates, the Consenting Noteholders, the foregoing parties’ respective officers, directors, principals, members, managed accounts or funds, fund advisors, employees, financial and other advisors, legal counsel and agents, each in their capacity as such, and such other parties as agreed to under the Support Agreement (the “Released Parties”) shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations and claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Exchange Transaction, the Support Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings and the transactions contemplated herein, provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, the Support Agreement, the CBCA Plan, as applicable, or any document ancillary to any of the foregoing.
Definitive Documentation	The Company and the Initial Consenting Noteholders shall, in good faith, negotiate, execute and deliver definitive documentation necessary to implement the Transaction (including any modifications, amendments or supplements thereto), each in form and substance acceptable to the Company and the Initial Consenting Noteholders.
Common Share Consolidation	The common shares of the Company may be consolidated in connection with the implementation of the Transaction, as may be determined by the Company and the Initial Consenting Noteholders.
Other Conditions and Approvals	The Transaction shall be subject to other approvals and conditions as are customary for transactions of this nature, including, without limitation, as applicable: (a)   receipt of any and all required consents and approvals from required security holders and other required parties, unless otherwise addressed pursuant to the Final Order; (b)   as part of the Transaction, all of the Convertible Debentures shall be exchanged in accordance with this Term Sheet and all claims with respect to the Convertible

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Debentures shall be irrevocably and finally extinguished, discharged and released; (c)   the continued listing of the Company’s common shares on the Toronto Stock Exchange (subject to receipt of customary final documentation); (d)   extension of the Revolving Credit Facility for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to the Company and the Initial Consenting Noteholders; (e)   amendment to the Existing Second Lien Note Purchase Agreement to reflect the terms of and allow for the implementation of the Transaction in accordance with this Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders; (f)   execution of an intercreditor agreement to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the Existing Second Lien Notes and New Second Lien Notes in form and substance acceptable to the Company and the Initial Consenting Noteholders; (g)   the Support Agreement shall remain in full force and effect and shall not have terminated; (h)   entry of the Interim Order and Final Order in form and substance acceptable to the Company and the Initial Consenting Noteholders; (i)  payment of reasonable documented fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Bennett Jones LLP and Stephens Inc., the legal and financial advisors to the Initial Consenting Noteholders, in each case in accordance with the terms and conditions of written agreements entered into with the Company; and (j)  consummation of the CBCA Plan by the Outside Date.

Equity Incentive Plans

The Company shall not make changes to its existing equity incentive plans or implement any new or additional equity incentive plans, in each case on or prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders, and shall not prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders, settle any existing equity awards (other than in the ordinary course pursuant to the terms of the existing equity incentive plans) or deem the Transaction to be a change of control

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	pursuant to any existing equity incentive plans.
Second Lien Warrants	The Second Lien Warrants shall be amended as of the Effective Date to represent 5% of the outstanding common shares of the Company following implementation of the Transaction (subject to dilution by issuances under the Company’s equity incentive plans) and to have an amended exercise price equal to the equity value of the common shares of the Company, on a per share basis, based upon a methodology that has been agreed upon by the Company and the Initial Consenting Noteholders. The Second Lien Warrants shall dilute all of the outstanding common shares, including the New Common Shares, of the Company.
Public Announcements	All public announcements in respect of the Transaction shall be in form acceptable to the Company and the Initial Consenting Noteholders, provided that nothing shall prevent a party from making public disclosure in respect of the Transaction to the extent required by applicable law.
IV.  OTHER MATTERS
Matters Subject to Approval, Satisfaction or Consent of a Party	In this Term Sheet, unless otherwise specifically provided, where matters are subject to the approval, agreement, acceptance, satisfaction and/or consent of a party, such matters shall be subject to such party acting reasonably.
Fractional Securities	No fractional shares will be issued. Any fractional shares that would otherwise have been issued shall be rounded down to the nearest whole number. The New Second Lien Notes and New Third Lien Notes shall be issued in minimum increments of $1,000 in U.S. dollars and the amount of New Second Lien Notes and/or New Third Lien Notes that any Senior Unsecured Noteholder may become entitled to pursuant to the Transaction shall in each case be rounded down to the nearest multiple of $1,000 in U.S. dollars without compensation therefor.
Note Ratings	The Company shall use commercially reasonable efforts in order to obtain ratings of the New Second Lien Notes and New Third Lien Notes from two credit rating agencies.
Governing Law	This Term Sheet and the Support Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

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V.  DEFINITIONS
Alternative Consideration Conditions	“Alternative Consideration Conditions” means, in respect of a Significant Holder or other Initial Consenting Noteholder to receive Alternative Consideration, (i) transferring its Senior Unsecured Notes out of the Depository Trust & Clearing Corporation (“DTCC”) and into fully registered form prior to the Consent Date, (ii) providing to the Company or its advisors all information reasonably requested in order to implement the issuance of the Alternative Consideration (including applicable registration information in respect of the New Second Lien Notes, New Third Lien Notes and New Common Shares to be issued to such party), and (iii) taking such other steps as the Company or its advisors may advise are reasonably necessary and complying with all applicable laws in order to implement the issuance of the Alternative Consideration.
Cash Interest Payment	“Cash Interest Payment” means, in the aggregate, in respect of the Existing Senior Unsecured Notes, all accrued and unpaid interest, at the contractual non-default rate, outstanding as at the Effective Date, less US$2 million.
Consent Date	“Consent Date” means May 15, 2019, or such later date as may be determined by the Company.
Consenting Noteholder New Notes Pro Rata Share	“Consenting Noteholder New Notes Pro Rata Share” shall be determined based on (i) the total principal amount of Existing Senior Unsecured Notes held by a Consenting Noteholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Existing Senior Unsecured Notes held by all Consenting Noteholders as at such record date; provided that in no event shall any Consenting Noteholder’s Consenting Noteholder New Notes Pro Rata Share of the New Second Lien Notes Pool exceed the aggregate principal amount of the Existing Senior Unsecured Notes held by such Consenting Noteholder at the applicable time.

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Consenting Noteholder New Second Lien Note Amount	“Consenting Noteholder New Second Lien Note Amount” means, in respect of a Consenting Noteholder, the principal amount of its Consenting Noteholder New Notes Pro Rata Share of the New Second Lien Notes Pool; provided that if such Consenting Noteholder New Second Lien Note Amount based on the foregoing calculation is greater than the principal amount of the Existing Senior Unsecured Notes held by such Consenting Noteholder at the applicable time, then such Consenting Noteholder’s Consenting Noteholder New Second Lien Note Amount shall be equal to the principal amount of Existing Senior Unsecured Notes held by such Consenting Noteholder at the applicable time.
Consenting Noteholder Pro Rata Share	“Consenting Noteholder Pro Rata Share” shall be determined based on (i) the total principal amount of Existing Senior Unsecured Notes held by a Consenting Noteholder, as at a record date to be determined, less its Consenting Noteholder New Second Lien Note Amount, divided by (ii) the aggregate principal amount of Existing Senior Unsecured Notes held by all Senior Unsecured Noteholders as at such record date, less the aggregate Consenting Noteholder New Second Lien Note Amounts of all Consenting Noteholders.
Consenting Noteholders	“Consenting Noteholders” means Senior Unsecured Noteholders who, on or prior to the Consent Date (i) enter into a Support Agreement (including by way of a Joinder Agreement) and comply with their obligations pursuant thereto, (ii) vote in favour of the CBCA Plan and/or (iii) otherwise support the Transaction, in each case in a manner acceptable to the Company acting reasonably.
Convertible Debenture Indenture	“Convertible Debenture Indenture” means the indenture dated as of August 6, 2016 between the Company and Computershare Trust Company of Canada, as amended from time to time.
Convertible Debentures	“Convertible Debentures” means convertible debentures issued pursuant to the Convertible Debenture Indenture.
Existing Second Lien Note Purchase Agreement	“Existing Second Lien Note Purchase Agreement” means the Note Purchase Agreement dated July 25, 2018, among Bellatrix Exploration Ltd., as Issuer, U.S. National Association, as Agent, and the other persons signatory thereto, as amended from time to time.
Existing Second Lien Notes	“Existing Second Lien Notes” means the U.S. dollar 8.5% second lien notes issued pursuant to the Existing Second Lien Note Purchase Agreement.
Existing Senior	“Existing Senior Unsecured Noteholder Claims” means all

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Unsecured Noteholder Claims	outstanding obligations owing by any person or entity, whether as issuer, guarantor or otherwise, with respect to the Existing Senior Unsecured Notes or the Existing Senior Unsecured Notes Indenture as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments (including any applicable prepayment and/or make-whole amounts) as at the Effective Date.
Initial Consenting Noteholders	“Initial Consenting Noteholders” means the Consenting Noteholders that executed a Support Agreement on March 28, 2019.
Joinder Agreement	“Joinder Agreement” means a joinder agreement, the form of which will be appended to the form of Support Agreement, pursuant to which a Senior Unsecured Noteholder agrees, among other things, to be bound by and subject to the terms of the Support Agreement and thereby become a Consenting Noteholder.
New Common Shares	“New Common Shares” means newly issued common shares of the Company to be issued on the Effective Date pursuant to the CBCA Plan.
New Second Lien Notes	“New Second Lien Notes” means new U.S. dollar 8.5% second lien notes due 2023 in the aggregate principal amount of US$50 million to be issued on the Effective Date by the Company pursuant to the Existing Second Lien Note Purchase Agreement and the CBCA Plan.
New Second Lien Notes Pool	“New Second Lien Notes Pool” means New Second Lien Notes in an aggregate principal amount equal to US$50 million.
New Third Lien Notes	“New Third Lien Notes” means new U.S. dollar third lien notes due 2023 in the aggregate principal amount of US$50 million to be issued on the Effective Date by the Company with (i) a maturity of December 15, 2023, (ii) an option for the Company to pay an interest rate of (1) (a) 12.5% (of which 9.5% shall be paid in kind and 3.0% shall be paid in cash) until December 31, 2021, and (b) 9.5% paid in cash after December 31, 2021, or (2) 9.5% paid in cash, (iii) security on collateral on a third priority basis to the liens securing the obligations under the Existing Second Lien Note Purchase Agreement, (iv) an option for the Company to pay down the New Third Lien Notes in full or in part, at any time, and from time to time, without any penalty or premium, and (v) such other terms and conditions as agreed by the Company and the Initial Consenting Noteholders.
Non-Consenting	“Non-Consenting Noteholder Pro Rata Share” shall be determined

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Noteholder Pro Rata Share	based on (i) the total principal amount of Existing Senior Unsecured Notes held by a Senior Unsecured Noteholder that is not a Consenting Noteholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Existing Senior Unsecured Notes held by all Senior Unsecured Noteholders as at such record date, less the aggregate Consenting Noteholder New Second Lien Note Amounts of all Consenting Noteholders.
Revolving Credit Facility	“Revolving Credit Facility” means the revolving facility governed by the Amended and Restated Credit Agreement among the Company, Borrower, National Bank of Canada, as Administrative Agent, and other parties signatories thereto, dated as of September 11, 2018 (as amended, restated or supplemented from time to time).
Second Lien Warrants	“Second Lien Warrants” means the warrants issued to the holders of the Existing Second Lien Notes in connection with the Senior Unsecured Notes Exchange Transaction.
Senior Unsecured Noteholder New Common Share Pool	“Senior Unsecured Noteholder New Common Share Pool” means New Common Shares representing approximately 51% (and for greater certainty, in no event less than 50.01%) of the aggregate issued and outstanding common shares of the Company on the Effective Date upon implementation of the Transaction pursuant to the CBCA Plan, on a fully diluted basis (subject to dilution on account of the exercise of the Second Lien Warrants, any outstanding or future equity grants pursuant to the Company’s equity incentive plans and any future equity issuances that dilute all common shares of the Company).
Senior Unsecured Noteholders	“Senior Unsecured Noteholders” means holders of Existing Senior Unsecured Notes.
Senior Unsecured Notes Exchange Transaction	“Senior Unsecured Notes Exchange Transaction” means, collectively, (i) the transactions completed by the Company on September 11, 2018 involving, among other things, the exchange of US$80 million in principal amount of previously outstanding Existing Senior Unsecured Notes for US$72 million of principal amount Existing Second Lien Notes and the issuance of additional US$15 million of principal amount of Existing Second Lien Notes pursuant to the Existing Second Lien Note Purchase Agreement, and (ii) the issuance of additional US$15 million of principal amount of Existing Second Lien Notes pursuant to the Existing Second Lien Note Purchase Agreement in December 2018.

BELLATRIX EXPLORATION LTD.

CONVERTIBLE DEBENTURES TRANSACTION

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

This term sheet dated as of March 28, 2019 (the “Term Sheet”) describes the principal terms on which Bellatrix Exploration Ltd. (the “Company”) and the Consenting Debentureholders will complete a series of transactions (collectively, the “Transaction”) pursuant to which, among other things, all of the Company’s Convertible Debentures issued pursuant to the Convertible Debenture Indenture will be exchanged for New Common Shares pursuant to, at the election of the Company, either (i) a plan of arrangement (the “CBCA Plan”) to be implemented pursuant to proceedings (the “CBCA Proceedings”) under the Canada Business Corporations Act (the “CBCA”), or (ii) an amendment to the Convertible Debenture Indenture (the “Debenture Amendment”), in each case, subject to the terms and conditions set forth in this Term Sheet and/or as may otherwise be agreed by the Company and the Majority Consenting Debentureholders.²

Capitalized terms used and not otherwise defined in this Term Sheet shall be as defined in Section VI of this Term Sheet.

This Term Sheet and the information contained herein is strictly private and confidential and is not to be disclosed in any manner whatsoever without the prior written consent of Goodmans LLP, as counsel to the Company. Subject to the foregoing, it is intended that this Term Sheet would be appended to a definitive Support Agreement to be executed by the Company and the Consenting Debentureholders and filed by the Company, together with the form of Support Agreement, on SEDAR and EDGAR and, if applicable, filed with the court, together with the form of Support Agreement, in connection with the CBCA Proceedings or other applicable court proceedings in connection with the implementation of the Transaction, as applicable.

This Term Sheet is not an offer with respect to any securities or a solicitation of votes with respect to a restructuring plan. This Term Sheet shall not be construed as (i) an offer capable of acceptance, (ii) a binding agreement of any kind, (iii) a commitment to enter into, or offer to enter into, any agreement, or (iv) an agreement to file any restructuring plan or commence any restructuring proceedings or consummate any transaction or to vote for or otherwise support any restructuring plan. This Term Sheet is subject to, among other things, negotiation and execution of definitive documentation.

² This Term Sheet does not purport to summarize all of the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein, which transactions will be entered into on the basis of mutually satisfactory definitive documentation after, among other things, receipt of necessary internal and external approvals.

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I.    TRANSACTION
Exchange of Convertible Debentures	The Transaction shall provide for the exchange of the outstanding Convertible Debentures for New Common Shares, as follows: 1)  each Consenting Debentureholder will become entitled to receive on the date of implementation of the Transaction (the “Effective Date”) in exchange for, and in full and final extinguishment and cancellation of, its Convertible Debentures and its Convertible Debentureholder Claims: a)  its Consenting Debentureholder Pro Rata Share of the Early Consent Consideration New Common Share Pool; and b)  its Convertible Debentureholder Pro Rata Share of the Convertible Debentureholder New Common Share Pool; 2)  each Convertible Debentureholder that is not a Consenting Debentureholder will become entitled to receive on the Effective Date in exchange for, and in full and final extinguishment and cancellation of, its Convertible Debentures and its Convertible Debentureholder Claims its Convertible Debentureholder Pro Rata Share of the Convertible Debentureholder New Common Share Pool; and 3)  the obligations of the Company with respect to the Convertible Debentures and the Convertible Debenture Indenture shall be irrevocably and finally extinguished, each Convertible Debentureholder shall have no further right, title or interest in or to the Convertible Debentures or its Convertible Debentureholder Claims, and the Convertible Debentures and the Convertible Debenture Indenture shall be fully and finally cancelled and terminated.
Implementation	The Transaction shall be implemented pursuant to, at the election of the Company, either (i) a CBCA Plan, or (ii) a Debenture Amendment, in each case binding all Convertible Debentureholders pursuant thereto.

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II.   IMPLEMENTATION OF TRANSACTION
Timeline for Implementation pursuant to a CBCA Plan	If the Transaction is implemented pursuant to a CBCA Plan, the actions necessary to structure and implement the Transaction will be completed within the following timelines: (a)   the Support Agreement shall be executed between the Company and the Initial Consenting Debentureholder on or prior to March 28, 2019; (b)   the Company shall make an application to the Ontario Superior Court of Justice (Commercial List) (the “Court”) on or prior to April 18, 2019 (or such other date as may be agreed by the Company and the Majority Consenting Debentureholders) seeking an interim order under the CBCA containing, among other things, provisions for the mailing of a CBCA information circular and the CBCA Plan, the calling and holding of necessary meetings of security holders to vote on the CBCA Plan, and a stay of proceedings; and (c)   the Transaction authorized pursuant to the CBCA Plan shall have been implemented on or prior to June 30, 2019 (or such other date as may be agreed by the Company and the Majority Consenting Debentureholders).
Timeline for Implementation pursuant to a Debenture Amendment	If the Transaction is implemented pursuant to a Debenture Amendment, the actions necessary to structure and implement the Transaction will be completed within the following timelines: (a)   the Support Agreement shall be executed between the Company and the Initial Consenting Debentureholder on or prior to March 28, 2019; and (b)   the Transaction shall have been implemented on or prior to June 30, 2019 (or such other date as may be agreed by the Company and the Majority Consenting Debentureholders).
III. SUPPORT AGREEMENT
Support Agreement	A consent and support agreement containing terms and conditions acceptable to the Company and the Initial Consenting Debentureholder will be entered into with the Company by the Initial Consenting Debentureholder and such other Convertible Debentureholders who sign such a consent and support agreement or a Joinder Agreement (collectively, a “Support Agreement”).
Consenting Debentureholder Support	The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which each Consenting

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Obligations

Debentureholder shall, among other things, agree with respect to all of its current and subsequently acquired holdings of Convertible Debentures and of any other debt or equity of the Company (collectively, its “Holdings”), so long as the Support Agreement has not been terminated, to use commercially reasonable efforts to: (a)   support, consent to and vote in favour of the Transaction in respect of its Holdings; (b)   forbear from the exercise of any rights or remedies it may have relating to, and (if the Transaction is implemented pursuant to a CBCA Plan) consent to a stay in respect of, all existing and future defaults in respect of its Holdings relating to the CBCA Proceedings or the Transaction, or any steps or actions taken in pursuit thereof, during the period in which the Support Agreement is in effect; (c)   not take or support or encourage any legal or natural person (a “Person”) in taking any action that is intended to or could reasonably be expected to impede, interfere with, prevent or delay the implementation of the Transaction; (d)   consent to the non-payment of interest by the Company in respect of the Convertible Debentures while the Support Agreement is in effect; (e)   support, consent to and take such actions as are necessary to effectuate any amendment, supplement, waiver or direction pursuant to the Convertible Debenture Indenture or relating to its Holdings that is necessary or desirable in order to implement the Transaction; (f)   work cooperatively with the Company and its advisors to structure and implement the Transaction and to take such actions as may be reasonably necessary to carry out the purposes and intent of the Support Agreement; and (g)   such other provisions as may be agreed and included in the Support Agreement.

Support Obligations of the Company

The Support Agreement will contain customary support agreement provisions to be agreed between the Company and the Initial Consenting Debentureholder pursuant to which the Company shall, so long as the Support Agreement has not been terminated, among other things, agree to: (a)    support and take all reasonable actions necessary to

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implement the Transaction in accordance with a mutually agreed-upon schedule and as contemplated by this Term Sheet and the Support Agreement; (b)   take reasonable actions to oppose and object to any action by any Person seeking to object to, delay, impede or take any other action to interfere with the approval or implementation of the Transaction; (c)   not, directly or indirectly, modify the Transaction, in whole or in part, in a manner that is inconsistent with the terms of this Term Sheet and the Support Agreement or commence any proceeding opposing any of the terms of this Term Sheet and the Support Agreement or otherwise take any action to obstruct or delay the consummation of the Transaction; (d)   agree that all material transaction documents, Court filings of the Company and Court orders entered in connection with the Transaction, as applicable, shall be satisfactory to the Majority Consenting Debentureholders; and (e)   such other provisions as may be agreed and included in the Support Agreement; provided that notwithstanding anything to the contrary, the Company shall be permitted to receive a bona fide, unsolicited proposal and to negotiate a transaction in respect of such proposal if the board of directors of the Company (the “Board”), following receipt of advice from its outside legal and financial advisors, believes in good faith, in the exercise of its fiduciary duties, that such proposal could reasonably be expected to result in a transaction more favourable to the Company and its stakeholders than the Transaction (a “Superior Proposal”).

Transfers of Holdings

Pursuant to the Support Agreement, each Consenting Debentureholder shall agree to refrain from, directly or indirectly, selling, assigning, lending, pledging, mortgaging, disposing or otherwise transferring (in each case a “Transfer”) any of its Holdings or any interest therein to any other Person, except with the prior written consent of the Company, provided that if the Consenting Debentureholder manages the Holdings on behalf of a fund, such Consenting Debentureholder may Transfer such Holdings to another fund it manages without the prior consent of the Company, provided further that such Consenting Debentureholder shall remain bound by and subject to the Support Agreement in respect of such Holdings.

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Consenting Debentureholder Termination Rights	The Support Agreement will contain applicable termination events to be agreed between the Company and the Initial Consenting Debentureholder with respect to the Support Agreement (including, for certainty, any Joinder Agreements), including, without limitation, the following: (a)   the occurrence of a material breach of the Support Agreement by the Company that has not been cured (if susceptible to cure) five (5) business days after written notice to the Company of such material breach by the Initial Consenting Debentureholder; (b)   the Company fails to meet any of the milestones set forth in this Term Sheet and the Support Agreement unless such failure is the result of any act, omission, or delay on the part of a Consenting Debentureholder; (c)   the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; and (d)   such other termination event(s) as may be agreed and included in the Support Agreement.
Company Termination Rights	The Support Agreement will contain applicable termination events to be agreed between the Company and the Initial Consenting Debentureholder with respect to the Support Agreement (including, for certainty, any Joinder Agreements), including, without limitation, the following: (a)   the Company enters into a written agreement, or publicly announces its intention, to pursue a Superior Proposal; (b)   the Convertible Debentures are paid in cash in full (including any and all accrued and unpaid interest) prior to or on the Effective Date; (c)   the Transaction is not completed by a determined outside date; and (d)   such other termination event(s) as may be agreed and included in the Support Agreement.
IV.  OTHER TERMS AND CONDITIONS OF THE TRANSACTION
Board Approval	The Board shall have authorized the Transaction.
Maximum Aggregate Note Obligations	Concurrently with or prior to the implementation of the Transaction, the Company shall address certain of its debt obligations such that as of the Effective Date the aggregate

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	principal amount of its secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and (b) up to US$202.2 million of secured and unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s) acceptable to the Company and the Majority Consenting Debentureholders.
Releases	There shall be usual and customary contractual and, if applicable, CBCA Plan releases in connection with the implementation of the Transaction to be effective as of the Effective Date (the “Releases”) which shall, at a minimum, provide that the Company, its affiliates, the Consenting Debentureholders, the foregoing parties’ respective officers, directors, principals, members, managed accounts or funds, fund advisors, employees, financial and other advisors, legal counsel and agents, each in their capacity as such, and such other parties as agreed to under the Support Agreement (the “Released Parties”) shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations and claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with (i) in the case of a CBCA Plan, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, the Support Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings and the transactions contemplated herein, or (ii) in the case of a Debenture Amendment, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, the Support Agreement, the Transaction and the transactions contemplated herein, provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, the Support Agreement, the CBCA Plan, as applicable, or any document ancillary to any of the foregoing.
Definitive Documentation	The Company and the Initial Consenting Debentureholder shall, in good faith, negotiate, execute and deliver definitive documentation necessary to implement the Transaction (including any modifications, amendments or supplements thereto) in form and substance acceptable to the Company and the Majority Consenting Debentureholders.

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Tax Considerations	The Transaction shall be structured in a manner to effectuate such transactions in a tax efficient manner in respect of the Company.
Other Conditions and Approvals	The Transaction shall be subject to other approvals and conditions as are customary for transactions of this nature, including, without limitation, as applicable, Court approval, applicable stakeholder approval and stock exchange approval, as set out in the Support Agreement.
Equity Incentive Plans	Any changes that may be made to the Company’s existing equity incentive plans concurrently with implementation of the Transaction shall be acceptable to the Company and the Majority Consenting Debentureholders.
Public Announcements	All public announcements in respect of the Transaction shall be in form acceptable to the Company, provided that nothing shall prevent a party from making public disclosure in respect of the Transaction to the extent required by applicable law.
V.  OTHER MATTERS
Matters Subject to Approval, Satisfaction or Consent of a Party	In this Term Sheet, unless otherwise specifically provided, where matters are subject to the approval, agreement, acceptance, satisfaction and/or consent of a party, such matters shall be subject to such party acting reasonably.
Fractional Securities	No fractional shares will be issued. Any fractional shares that would otherwise have been issued shall be rounded down to the nearest whole number.
Governing Law	This Term Sheet and the Support Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
VI.  DEFINITIONS
Consent Date	“Consent Date” means May 15, 2019, or such later date as may be determined by the Company.
Consenting Debentureholder Pro Rata Share	“Consenting Debentureholder Pro Rata Share” shall be determined based on (i) the total principal amount of Convertible Debentures held by a Consenting Debentureholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Convertible Debentures held by all Consenting Debentureholders as at such record date.
Consenting	“Consenting Debentureholders” means Convertible Debentureholders who, on or prior to the Consent Date, enter into

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Debentureholders	a Support Agreement (including by way of a Joinder Agreement) and comply with their obligations pursuant thereto, vote in favour of the CBCA Plan (as applicable), consent to the Debenture Amendment (as applicable) and/or otherwise support the Transaction, in each case in a manner acceptable to the Company acting reasonably.
Convertible Debenture Indenture	“Convertible Debenture Indenture” means the Debenture Indenture dated as of August 6, 2016 between Bellatrix Exploration Ltd., and Computershare Trust Company of Canada, as amended from time to time.
Convertible Debentureholder Claims	“Convertible Debentureholder Claims” means all outstanding obligations owing by any person or entity, whether as issuer, guarantor or otherwise, with respect to the Convertible Debentures or the Convertible Debenture Indenture as at the Effective Date, including, without limitation, all outstanding principal, accrued and unpaid interest at the applicable contract rate, and any fees and other payments as at the Effective Date.
Convertible Debentureholder New Common Share Pool	“Convertible Debentureholder New Common Share Pool” means New Common Shares representing approximately 27.5% of the aggregate issued and outstanding common shares of the Company immediately following implementation of the Transaction.
Convertible Debentureholder Pro Rata Share	“Convertible Debentureholder Pro Rata Share” shall be determined based on (i) the total principal amount of Convertible Debentures held by a Convertible Debentureholder, as at a record date to be determined, divided by (ii) the aggregate principal amount of Convertible Debentures outstanding.
Convertible Debentureholders	“Convertible Debentureholders” means the holders of Convertible Debentures.
Convertible Debentures	“Convertible Debentures” means convertible debentures issued pursuant to the Convertible Debenture Indenture.
Early Consent Consideration New Common Share Pool	“Early Consent Consideration New Common Share Pool” means New Common Shares representing approximately 5% of the aggregate issued and outstanding common shares of the Company immediately following implementation of the Transaction.
Existing Second Lien Note Purchase Agreement	“Existing Second Lien Note Purchase Agreement” means the Note Purchase Agreement dated July 25, 2018, among Bellatrix Exploration Ltd., as Issuer, U.S. National Association, as Agent, and the other persons signatory thereto, as amended from time to time.

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Existing Second Lien Notes	“Existing Second Lien Notes” means the U.S. dollar 8.5% second lien notes issued pursuant to the Existing Second Lien Note Purchase Agreement.
Existing Senior Unsecured Notes	“Existing Senior Unsecured Notes” means the U.S. dollar 8.5% senior unsecured notes due 2020 issued pursuant to the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee, as amended from time to time.
Existing Senior Unsecured Notes Indenture	“Existing Senior Unsecured Notes Indenture” means the Indenture dated as of May 21, 2015, among the Company, as Issuer, and U.S. National Association, as Trustee, as amended from time to time.
Initial Consenting Debentureholder	“Initial Consenting Debentureholder” means [redacted].
Joinder Agreement	“Joinder Agreement” means a joinder agreement, the form of which will be appended to the form of Support Agreement, pursuant to which a Convertible Debentureholder agrees, among other things, to be bound by and subject to the terms of the Support Agreement and thereby become a Consenting Debentureholder.
Majority Consenting Debentureholders	“Majority Consenting Debentureholders” means Consenting Debentureholders holding in aggregate not less than a majority of the aggregate principal amount of Convertible Debentures held by all Consenting Debentureholders at the applicable time.
New Common Shares	“New Common Shares” means newly issued common shares of the Company to be issued on the Effective Date pursuant to the Transaction.
Senior Unsecured Notes Transaction	“Senior Unsecured Notes Transaction” means the transactions completed by the Company on September 11, 2018 involving, among other things, the exchange of US$80 million in principal amount of previously outstanding Existing Senior Unsecured Notes for US$72 million of principal amount Existing Second Lien Notes and the issuance of additional Existing Second Lien Notes pursuant to the Existing Second Lien Note Purchase Agreement.