Compensation Committee Charter

I. GENERALTE
1. Purpose of the Committee

The purpose of the Compensation Committee (the “Committee”) is to assist the board of directors (the “Board”) of DXI Energy Inc. (the “Company”) in overseeing compensation and succession planning matters, including the Board’s responsibilities of:

2. Authority of the Committee
II. PROCEDURAL MATTERS
1. Composition

The Committee shall be composed of a minimum of 3 members.

2. Member Qualifications
3. Member Appointment and Removal

Members of the Committee shall be appointed by the Board for such terms as the Board deems appropriate and shall hold office for such time or until they are removed by the Board or cease to be directors of the Company.

Members of the Committee shall be appointed from time to time and shall hold office at the pleasure of the Board.

Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board on the recommendation of the Committee, and shall be filled by the Board, if the membership of the Committee falls below 3 directors.

4. Committee Structure and Operations
5. Committee and Charter Review

The Committee shall conduct an annual review and assessment of its performance, effectiveness and contribution, including a review of its compliance with this Charter, in accordance with the process developed by the Board.  The Committee shall conduct such review and assessment in such manner as it deems appropriate and report the results thereof to the Board.

The Committee shall also review and assess the adequacy of this Charter on an annual basis, taking into account all legislative and regulatory requirements applicable to the Committee, as well as any best practice guidelines recommended by regulators or the Toronto Stock Exchange.

6. Reporting to the Board

The Committee will regularly report to the Board on all significant matters it has considered and addressed and with respect to such other matters that are within its responsibilities, including any matters approved by the Committee or recommended by the Committee for approval by the Board.  The Committee shall report to the Board on, at least, an annual basis, with respect to its meetings held.  This report may take the form of circulating copies of the minutes of each meeting held.

III. RESPONSIBILITIES
1. General

The Committee is responsible for:

2. CEO Compensation

With respect to compensation of the CEO, the Committee is responsible for:

3. Annual Review of CEO Compensation

The Committee shall annually review and assess the competitiveness and appropriateness of the compensation package of the CEO.  In conducting such review, the Committee shall consider:

4. Compensation of Senior Officers

With respect to compensation of senior officers (which term, for purposes of this Charter includes, “officers” of the Company as such term is used in Part 8 of the NYSE MKT Company Guide), the Committee is responsible for:

In consultation with the CEO, the Committee shall oversee the evaluation of the Company’s senior officers and shall determine, or make recommendations to the Board with respect to, the total compensation package for the Company’s senior officers other than the CEO.

The Committee should consider all forms of remuneration when determining the level of compensation paid to senior officers, including long-term incentives and benefits.  The Committee should also consider information regarding other companies, the nature of the Company’s business, the need to obtain qualified individuals, short-term and long-term performance goals and actual performance and shareholder returns and evaluations and compensation in previous years.

5. Compensation of Directors

The Committee shall, on an annual basis:

6. Incentive-Compensation Plans

The Committee is responsible for:

7. Equity-Based Plans

With respect to equity-based plans, the Committee is responsible for periodically reviewing and making recommendations to the Board regarding equity-based compensation plans that the Company establishes for, or makes available to, its employees and/or consultants, including the designation of those who may participate in such plans, share and option availability under such plans and the administration of share purchases thereunder.

With respect to equity-based plans, the Committee is responsible for reviewing such plans and authorizing their use, and for determining the number of securities, and the terms thereof, that may be issued under any such plan during any particular period and for issuing or authorizing the issuance of such securities in accordance with the applicable plan.

In addition, the Committee shall review periodically the extent to which these forms of compensation are meeting their intended objectives, and shall make recommendations to the Board regarding modifications to more accurately relate such compensation to employee performance.

The Committee will conduct periodic reviews of the status of any equity-based plans, and submit recommendations for Board consideration and approval with respect to any proposed material amendments to, and any proposed grants (or changes to previous grants) under such plans.

8. Disclosure

With respect to disclosure, the Committee is responsible for: