Common use of Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc Clause in Contracts

Due Organization; Power; Qualification; Subsidiaries and Affiliates, Etc. (i) BPZ is a corporation duly organized, validly existing, and in good standing under the laws of the state of Texas and has the corporate power to own its property and to carry on its business as now conducted. (ii) Other than a registered Peruvian branch office with the name "BPZ Energy, Inc. SUCURSAL Peru",and SMC Corporation, a Delaware corporation with a registered branch in Ecuador which are wholly owned by BPZ, BPZ has no subsidiaries or affiliates, as that term is used in the regulations promulgated under the Securities Act.