Common use of Representations, Warranties and Covenants of the Corporation Clause in Contracts

Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to the Purchaser as follows: (a) the Corporation and each of its Subsidiaries has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and the Corporation has, or will have as of the Closing Date, all requisite corporate power and capacity to enter into, and carry out its obligations under, this Subscription Agreement; (b) on or before the Closing Date, the Corporation will have taken all corporate steps necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement and the certificates representing the Preferred Shares, each of which will constitute a legal and binding obligation of the Corporation enforceable in accordance with its terms; (c) the Corporation has complied with, or will comply with, all applicable corporate and Securities Laws and regulations in connection with the offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of the Corporation’s constituent documents or any agreement or instrument to which the Corporation is a party; (e) at the Closing, every consent, approval, authorization or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or the Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; (i) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effect.

Representations, Warranties and Covenants of the Corporation. The Corporation represents hereby represents, warrants and warrants covenants to the Purchaser each Stockholder as follows: (a) the The Corporation and each of its Subsidiaries has been is an entity duly incorporated and is organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation and the Corporation has, or will have as of the Closing Date, all requisite corporate power and capacity to enter into, and carry out its obligations under, this Subscription Agreement;incorporation. (b) on or before the Closing DateThe Corporation has all requisite power, the Corporation will have taken all corporate steps necessary capacity and authority to approve enter into this Agreement and to consummate the transactions contemplated hereby, including the . The execution and delivery of this Subscription Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of the Corporation (including its board of directors), and no other actions or proceedings on the part of the Corporation are necessary to authorize the execution and delivery by the Corporation of this Agreement and the certificates representing consummation by the Preferred SharesCorporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and, each of which will constitute assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a legal valid and binding obligation of the Corporation, enforceable against the Corporation enforceable in accordance with its terms;, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution and delivery of this Agreement does not, and the Corporation has complied with, or will comply with, all applicable corporate and Securities Laws and regulations in connection with the offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares performance by the Corporation does not of its agreements, covenants, and obligations hereunder will not not, conflict with and does not and will not with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any of the termsPerson under, conditions or any provisions of the Corporation’s constituent organizational documents of the Corporation (if applicable), or any agreement agreement, commitment, law, rule, regulation, judgment, order or instrument decree to which the Corporation is a party; (e) at the Closing, every consent, approval, authorization party or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or the Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; (i) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws is, or any of its assets are, bound, except for the two years preceding the date hereof (the “Securities Documents”) on a timely basis such conflicts, breaches, violations or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective datesdefaults that would not, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact individually or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S.aggregate, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements prevent or the notes thereto, or (ii) in the case delay consummation of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (m) by this Agreement or otherwise prevent or delay the Corporation has filed (from performing its agreements, covenants or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effectobligations under this Agreement.

Representations, Warranties and Covenants of the Corporation. The Corporation represents represents, warrants, covenants and warrants agrees to and with the Stand-by Purchaser as followsthat: (ai) at the time of filing and at the Time of Closing, the Final Prospectus will comply with the requirements of the securities laws pursuant to which it has been filed and the respective regulations thereunder, including NI 45-101, and will not contain any misrepresentations, provided that the foregoing shall not apply to any information or statements contained in the Final Prospectus which are derived from written information or statements relating to the Stand-by Purchaser and which have been provided by such Stand-by Purchaser to the Corporation for inclusion in the Final Prospectus; (ii) the Corporation has promptly informed and each will promptly inform the Stand-by Purchaser in writing during the period prior to the Time of Closing of the full particulars of any material change in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital or prospects of the Corporation and its Subsidiaries has been duly incorporated subsidiaries taken as a whole or of any change in any material fact contained or referred to in the Final Prospectus, or any amendment thereto, which is, or may be, of such a nature as to render the Final Prospectus untrue, false or misleading in a material respect or result in a misrepresentation therein; (iii) after the date hereof and prior to the Time of Closing, the Corporation will promptly advise the Stand-by Purchaser in writing of any change in a material fact contained in the Final Prospectus which is validly existing and of such a nature as to render the Final Prospectus untrue or misleading in good standing under the laws of its jurisdiction of incorporation any material respect or result in a misrepresentation therein, and the Corporation hasshall prepare and file promptly with all relevant securities regulatory authorities any amendments to the Final Prospectus which may be necessary or advisable. It is understood and agreed that the Corporation shall consult with the Stand-by Purchaser as to whether, for purposes of applicable securities laws, a material change has occurred or will have whether a change, material fact, event or state of facts has occurred which makes untrue, false or misleading any statement of a material fact contained in the Final Prospectus or results in a misrepresentation in the Final Prospectus, including as a result of the Closing DateFinal Prospectus omitting to state any material fact necessary to make any statement therein not misleading in the light of the circumstances in which it was made. In any such case, the Corporation shall co-operate fully with the Stand-by Purchaser with respect to all requisite corporate power steps that are necessary with respect to the preparation and capacity filing of any amendment to enter intothe Final Prospectus that the Stand-by Purchaser may require; (iv) the Corporation will cause to be delivered to the Stand-by Purchaser without charge, as soon as is practicable, a copy of the Final Prospectus (and carry out in the event of any amendment, of such amendment). The delivery to the Stand-by Purchaser of the Final Prospectus shall constitute the Corporation’s representation and warranty to the Stand-by Purchaser that, at the time of such delivery, the information and statements contained therein are true and correct in all material respects, contain no misrepresentations and that no material fact has been omitted therefrom which is necessary to make the statements therein not misleading in the light of the circumstances in which they were made, provided that the foregoing shall not apply to any information or statements contained in the Final Prospectus which are derived from written information or statements relating to the Stand-by Purchaser and which have been provided by such Stand-by Purchaser to the Corporation for inclusion in the Final Prospectus; (v) other than as has been publicly disclosed by the Corporation, there has been no material change in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital or prospects of the Corporation and its obligations undersubsidiaries taken as a whole since December 31, 2008; (vi) the Corporation will take or cause to be taken all steps as may be necessary to ensure that the distribution of the Rights, New Shares and Stand-by Shares complies with all applicable securities laws and regulations and all published rules, policies and notices of all securities commissions, stock exchanges, securities regulatory authorities or other governmental or regulatory bodies having jurisdiction; (vii) after the date hereof and prior to the Time of Closing, the Corporation will immediately notify the Stand-by Purchaser in writing of any demand, request or inquiry by the TSX or any securities regulatory authority or other governmental or regulatory body concerning any matter relating to the affairs of the Corporation, the Offering or any other matter contemplated by this Subscription Agreement and of the issuance or threatened issuance by any such authority of any cease-trading or similar order or ruling relating to any securities of the Corporation (including, without limitation, the New Shares and the Stand-by Shares). Any notice delivered to the Stand-by Purchaser as aforesaid shall contain details of the demand, request, inquiry, order or ruling in question; (viii) the Corporation shall cause the Rights to be listed and posted for trading on the TSX and shall cause the New Shares and Stand-by Shares to be listed as reserved for future issuance on the TSX as soon as possible following the date of this Agreement; (bix) on or before the Closing Date, the Corporation will have taken all corporate steps necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement and the rights certificates representing the Preferred Rights shall be delivered to holders of Common Shares as described in the Final Prospectus promptly following the record date for determining holders of Common Shares entitled to receive Rights and, upon such delivery, the Rights will be validly issued and outstanding and the holders thereof will be entitled to the rights and privileges relating thereto described in the Final Prospectus; (x) upon the exercise of the Rights in accordance with their terms, the New Shares (including the Stand-by Shares) shall be validly issued and outstanding as fully paid and non-assessable; (xi) the Corporation is a valid and subsisting corporation, each has the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its obligations hereunder and has taken all necessary corporate action in respect thereof; (xii) except as publicly disclosed by the Corporation, no person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of which will constitute a legal becoming an agreement or option for the purchase from the Corporation of any Common Shares or other securities of the Corporation; (xiii) this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes legal, valid and binding obligation obligations of the Corporation enforceable against the Corporation in accordance with its terms, subject only to (a) any limitation under applicable laws relating to bankruptcy, insolvency, arrangement or other laws of general application affecting the enforcement of creditors’ rights, and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (cxiv) the Corporation has complied with, or will comply with, all applicable corporate entering into of this Agreement and Securities Laws and regulations in connection with the offer, sale and issuance completion of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and transactions contemplated hereby will not result in a breach the violation of any of the terms, conditions or terms and provisions of any law applicable to, or the Corporation’s constituent constating documents of, the Corporation or of any agreement agreement, written or instrument oral, to which the Corporation is a party; (e) at the Closing, every consent, approval, authorization party or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or the Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; (i) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a partybound; (jxv) the Corporation has filed all reports (including all exhibits thereto) required shall cause Computershare Investor Services Inc. to deliver to the Stand-by Purchaser, as soon as is practicable following the expiry date of the Rights and again as soon as is practicable following the deadline for receipt by Computershare Investor Services Inc. of payment of the subscription price for New Shares to be filed by it purchased under Securities Laws the Additional Subscription Privilege, details concerning the total number of New Shares duly subscribed and paid for under the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, Basic Subscription Right and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading;Additional Subscription Privilege; and (kxvi) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient shall use such commercially reasonable efforts as the Stand-by Purchaser may reasonably request to provide reasonable assurances that (i) transactions are executed enforce payment in accordance with management’s general respect of, or specific authorizationto otherwise ensure the valid exercise of, (ii) transactions are recorded as necessary all Rights purported to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in be exercised under either the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Basic Subscription Agreement Right or the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse EffectAdditional Subscription Privilege.

Representations, Warranties and Covenants of the Corporation. The Corporation represents represents, warrants and warrants covenants to the Purchaser each Seller as follows: (a) the The Corporation and each of its Subsidiaries has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and the Corporation has, or will have as of the Closing Date, all requisite legal and corporate power and capacity authority to enter into, execute and deliver this Agreement and to carry out and perform its obligations under, under the terms of this Subscription Agreement;. (b) This Agreement constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms. All corporate action on the part of the Corporation, its board of directors and its stockholders necessary for the authorization, execution, delivery and performance by the Corporation of this Agreement and the consummation of the transactions contemplated hereunder has been taken or before will be taken prior to the Closing Date, the Corporation will have taken all corporate steps necessary to approve the transactions contemplated hereby, including . (c) Neither the execution and delivery of this Subscription Agreement and by the certificates representing Corporation nor the Preferred Shares, each of which will constitute a legal and binding obligation purchase by the Corporation from the Sellers of the Corporation enforceable Shares to be transferred pursuant to this Agreement will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with or result in accordance with its terms; (c) the Corporation has complied witha violation of, or give any governmental entity or other person or entity the right to challenge the transactions contemplated by this Agreement or the right to exercise any remedy or obtain any relief under, any legal requirement to which the Corporation, or any of the assets owned or used by the Corporation, may be subject. The Corporation will comply with, all applicable corporate and Securities Laws and regulations not be required to give any notice to or obtain any consent from any person or entity in connection with the offer, sale execution and issuance delivery of this Agreement or the Preferred Shares, including performance by the filing Corporation of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith;its obligations pursuant to this Agreement. (d) each of No consent, approval or authorization of, or notice to, any person or governmental authority is required in connection with the creation, issuance execution and sale of the Preferred Shares delivery by the Corporation does not and will not conflict with and does not and will not result in a breach of any this Agreement or the consummation of the terms, conditions or provisions of the Corporation’s constituent documents or any agreement or instrument to which the Corporation is a party;transactions contemplated by this Agreement. (e) at the Closing, every consent, approval, authorization or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or the Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; (i) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not sufficient funds legally available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or consummate the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effecthereunder.

Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to the Purchaser as follows: (a) the Corporation and each of its Subsidiaries has subsidiaries have been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and the Corporation has, or will have as of the Closing Date, has all requisite corporate power and capacity to enter into, and carry out its obligations under, this Subscription Agreement; (b) on or before the Closing Date, the Corporation will have has taken all corporate steps necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement and the certificates representing the Preferred Shares, each of which will constitute a legal and binding obligation of the Corporation enforceable in accordance with its terms; (c) the Corporation has complied with, or will comply with, all applicable corporate and Securities Laws and regulations in connection with the offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of the Corporation’s constituent documents or any agreement or instrument to which the Corporation is a party; (e) at the Closing, every consent, approval, authorization or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and will be is in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or the Preferred Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (hg) the Corporation has, or as of the Closing Date the Corporation will have, has full corporate power and authority to undertake the Offering and, at the Closing Time, and the Preferred Shares will be have been duly and validly created, authorized and issued and the Common Shares will have Stock has been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common SharesStock; (ih) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documentsdocuments or on Schedule C attached hereto, and as contemplated herein, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The ArticlesCertificate, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (ji) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public, other than such documents that are subject to confidential treatment under the SEC rules. As of their respective dates, the financial statements and the related notes notes, filed in the Securities Documents, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The Such financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (kj) the Corporation and its Subsidiaries subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (lk) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (ml) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (nm) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares Stock or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (on) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 2011 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (po) the Corporation and its Subsidiaries subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others;; and (qp) the Corporation and its Subsidiaries subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effect.

Representations, Warranties and Covenants of the Corporation. (a) The Corporation agrees that all of its representations and warranties contained in the Underwriting Agreement, when made, shall be deemed to be incorporated by reference herein and made to Burnxxx xxxeunder, in each case as of the date each such representation and warranty is made in the Underwriting Agreement. The Corporation agrees that its execution of the Underwriting Agreement shall constitute confirmation to Burnxxx xxxt, on such date, the representations and warranties of the Corporation included in the Underwriting Agreement are true, correct and complete in all material respects. (b) The Corporation represents and warrants to the Purchaser as follows: (a) the Corporation and each of its Subsidiaries that this Agreement has been duly incorporated authorized, executed and is validly existing and in good standing under delivered by the laws Corporation; the performance of its jurisdiction of incorporation this Agreement and the Corporation has, or will have as consummation of the Closing Date, all requisite corporate power and capacity to enter into, and carry out its obligations under, this Subscription Agreement; (b) on or before the Closing Date, the Corporation will have taken all corporate steps necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement and the certificates representing the Preferred Shares, each of which will constitute a legal and binding obligation of the Corporation enforceable in accordance with its terms; (c) the Corporation has complied with, or will comply with, all applicable corporate and Securities Laws and regulations in connection with the offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and hereby will not result in the creation or imposition of any material lien, charge or encumbrance upon any of the assets of the Corporation pursuant to the terms or provisions of, or result in a material breach or violation of any of the terms, conditions terms or provisions of the Corporation’s constituent documents or constitute a default under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Corporation or any of its properties is a party; (e) at bound, or under the Closingcertificate of incorporation or by-laws of the Corporation or under any statute or under any order, every rule or regulation of any court or governmental body applicable to the business or properties of the Corporation; and no consent, approval, authorization or order that of any court or governmental agency or body is required for the consummation by the Corporation of the transactions on its part herein contemplated to occur at the Closing will have which has not been obtained and will be in effect;duly obtained. (fc) the The Corporation is a “reporting issuer” in each province agrees that all of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), covenants and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading other agreements contained in the securities Underwriting Agreement, when made, shall be deemed to be incorporated by reference herein and made with Burnxxx xxxeunder. The Corporation agrees that its execution of the Corporation nor prohibiting the sale of such securities or the Shares has been issued Underwriting Agreement shall constitute confirmation to the Corporation or its directors or officers and, to the knowledge of Burnxxx xx the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; (i) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied 's performance in all material respects with the requirements of the Securities Laws, as the case may be, its covenants and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, other agreements contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse EffectUnderwriting Agreement.

Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to the Purchaser as followsAgent, and acknowledges that the Agent is relying upon such representations and warranties: (a) the Corporation and each of its Subsidiaries has been duly incorporated and organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation the Yukon Territory and the Corporation has, or will have as of the Closing Date, has all requisite corporate authority and power to carry on its business, as now conducted and capacity as presently proposed to enter intobe conducted by it, and carry out to own its obligations under, this Subscription Agreementproperties and assets; (b) on or before the Closing Date, the Corporation will have taken all corporate steps necessary to approve the transactions contemplated herebyhas no subsidiaries and is not affiliated with, including the execution and delivery nor is it a holding corporation of, any other body corporate, nor is it a partner of this Subscription Agreement and the certificates representing the Preferred Shares, each of which will constitute a legal and binding obligation of the Corporation enforceable in accordance with its termsany partnership; (c) the Corporation has complied with, or will comply with, all applicable corporate is duly registered and Securities Laws qualified to carry on business and regulations in connection with the offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports is validly subsisting under the Securities Laws within the time periods therein prescribed and payment laws of all required fees each jurisdiction in connection therewithwhich it carries on its business; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of the Corporation’s constituent documents or any agreement or instrument to which the Corporation is a party; (e) at the Closing, every consent, approval, authorization or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities or the Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake issue the Offering andOffered Shares and upon issuance, at the Closing Time, the Preferred such Offered Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Sharesassessable; (e) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Agreement and the Subscription Agreements by the Corporation, or any of the transactions contemplated hereby or thereby do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of the Corporation, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which either the Corporation is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation or its assets; (f) the Corporation has full corporate right, power and authority to enter into this Agreement and the Subscription Agreements and the Corporation has the full corporate right, power and authority to perform its obligations set out therein, and this Agreement and the Subscription Agreements have been or will be, as the case may be, duly authorized, executed and delivered by the Corporation and are legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms subject to the general qualifications that: (i) all enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally; and (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the issued applicable court; and (iii) rights to indemnify and outstanding shares of contribution may be limited by applicable law; (g) the Corporation are validly issueddoes not have any material debts, fully paidliabilities or obligations (absolute, and nonassessable. Other contingent or otherwise) other than as set forth in the Company’s publicly available documentsFinancial Statements; (h) there has not been any material adverse change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since December 31, 2003; and since that date there have been no material facts, transactions, events or occurrences which could materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation, and the Corporation has not incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Corporation and is not in the ordinary course of business; (i) there are no outstanding optionsactions, warrantssuits, rights proceedings or inquiries including, to subscribe tothe knowledge of the Corporation, pending or threatened against or affecting the Corporation at law or in equity or before or by any federal, provincial, state, county, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affect, or securitiesmay in any way materially adversely affect, rights the business, operations or obligations convertible into condition (financial or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares otherwise) of the Corporation or any options, warrants, rights its assets or other instruments convertible into which affect or exchangeable for, capital shares may affect the distribution of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a partyOffered Shares; (j) the Corporation has filed all reports not incurred, assumed or suffered any liability (including all exhibits theretoabsolute, accrued, contingent or otherwise) required to or entered into any transaction, which is or may be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior material to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, Corporation and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, is not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case ordinary course of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleadingbusiness; (k) the Corporation is not a party to or bound by any material agreement of guarantee, indemnification (other than an indemnification of directors and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed officers in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation the by-laws of financial statements in conformity with generally accepted accounting principles as applied in the United States Corporation and to maintain accountability for assetsapplicable laws, and indemnification obligations in favour of agents or underwriters of securities offerings) or any other like commitment of the obligations, liabilities (iiicontingent or otherwise) access to assets is permitted only in accordance with management’s general or specific authorizationof indebtedness of any other person; (l) no brokerage commissionsthe Corporation does not have any loans or other indebtedness currently outstanding to or from any of its shareholders, placement agentofficers, directors or employees or any other person not dealing at arm’s fees or similar payments are payable relating to this Subscription Agreement or length with the transactions contemplated herebyCorporation; (m) the authorized capital of the Corporation has filed (or has obtained an extension consists of time within 100,000,000 Common Shares, of which to file) all necessary federalas at the date hereof, provincial 34,810,540 Common Shares are issued and foreign income outstanding as fully paid and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts requirednon-assessable; (n) other than pursuant to the Corporation has not taken, nor will it take, directly or indirectly any action designed provisions of this Agreement and other than options to stabilize or manipulate the price of the acquire 3,152,000 Common Shares or any security held by officers, directors, and employees and consultants of the Corporation to facilitate under the sale Corporation’s stock option plan, and 2,824,643 outstanding warrants, there are no outstanding securities convertible or resale exchangeable into any securities or ownership interests of the Corporation, or any agreement, warrant, option, right or privilege being or capable of becoming an agreement, warrant, option or right for the purchase of any unissued securities of the Preferred SharesCorporation; (o) the books of accountCorporation has duly filed all tax returns required to be filed by it, minute books has paid all taxes due and payable by it and has paid all assessments and re-assessments and all other taxes, governmental charges, penalties, interest and other records fines due and payable by it and which are claimed by any governmental authority to be due and owing, other than those that are not reasonably expected to have a material adverse effect on the Corporation, and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation and there are no actions, suits, proceedings, investigations or claims, to the Corporation’s knowledge, threatened or pending against the Corporation in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority; (p) no authorization, approval or consent of any court or governmental authority or agency is required to be obtained by the Corporation in connection with the sale and delivery of the Corporation Offered Shares; (q) the form and terms of the definitive certificates representing the Common Shares are complete in due and correct in all material respects. The proper form under the laws governing the Corporation; (r) the minute books of the Corporation contain accurate full, true and complete records correct copies of the constating documents of the Corporation and copies of all minutes of all meetings held ofand all consent resolutions of the directors, committees of directors and shareholders of the Corporation, and corporate action taken all such meetings were duly called and properly held and all such resolutions were properly adopted except to the extent that any such failure could not reasonably be expected to have a material adverse effect on the Corporation; (s) other than as provided for in this Agreement, the Corporation has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commission or other similar forms of compensation with respect to the transactions contemplated herein; (t) there are no material contracts or agreements to which the Corporation is a party or by which it is bound. For the purposes of this paragraph, any contract or agreement pursuant to which the Corporation will, or may reasonably be expected to result in, a requirement of the Corporation to expend more than an aggregate of $100,000 or receive or be entitled to receive revenue of more than $100,000 in either case during any 12 month period, or is out of the ordinary course of business of the Corporation, shall be considered to be material; (u) the Corporation is not a party to any contracts of employment which may not be terminated on one month’s notice or which provide for payments occurring on a change of control of the Corporation, except for guaranteed one year contracts for three employees of the Corporation; (v) although it does not warrant title, the Corporation does not have reason to believe that it does not have good and marketable title to or the irrevocable right to produce and sell its petroleum, natural gas, bitumen and related hydrocarbons (for the purposes of this clause, the foregoing are referred to as the “Interests”) and does represent and warrant that the Interests are free and clear of all liens, charges, encumbrances, restrictions or adverse claims created by, through or under the shareholdersCorporation, other than any liens or encumbrances that may be outstanding pursuant to credit agreements with the Corporation’s Board bank, and those arising in the ordinary course of Directors business, which are not material in the aggregate, and committees to the knowledge of the Corporation after due inquiry, the Corporation holds its interest under valid and subsisting leases, licenses, permits, consessions, concession agreements, contracts, subleases, reservations or other agreements; (w) any and all operations of the Corporation and to the knowledge of the Corporation’s Board , any and all operations by third parties, on or in respect of Directors, the assets and no meeting properties of any of such shareholders, the Corporation’s Board , have been conducted in accordance with good oil and gas industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of Directors or such committees has been held for which minutes have not been prepared government and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meetingother competent authorities; (px) the Corporation has conducted, and is conducting, its Subsidiaries are business in compliance in all material respects with all currently applicable laws laws, rules and regulations respecting employmentand, discrimination in employmentparticular, terms and conditions all legislation, regulations or by-laws or other lawful requirements of employmentany governmental or regulatory bodies (“Environmental Laws”) of each jurisdiction in which it carries on business relating to the protection of the environment, wages, hours and occupational safety and health and employment practicessafety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (“Hazardous Substances”) or the licensing thereof and the Corporation holds all licenses, registrations, permits, authorities and qualifications in all jurisdictions in which the Corporation carries on its business which is not engaged in any unfair labor practice. To necessary or desirable to carry on the Corporation’s knowledge, no employees business of the Corporation or the Subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business as now conducted or and as presently proposed to be conducted conducted, and all such licenses, registrations, permits, authorities and qualifications are valid and existing and in good standing and none of such licenses, registrations, permits, authorities or qualifications contains any burdensome term, provision, condition or limitations which has or is likely to have any material adverse effect on the business of the Corporation as now conducted, or as proposed to be conducted, the Corporation has not received notice of any proceedings relating to the revocation or modification of any such licenses, registrations, permits, authorities or qualifications which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the business, operations, financial condition or prospects of the Corporation, the Corporation has not received any notice of, or been prosecuted for, an offence alleging non-compliance with any Environmental Laws, and the Corporation has not settled any allegation of non-compliance short of prosecution, and there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation nor has the Corporation received notice of any of the same; (y) the Corporation is not in default of any material requirement of Applicable Securities Laws and the Corporation is entitled to avail itself of the applicable prospectus exemptions available under the Applicable Securities Laws in respect of the trades in its securities to Subscribers as contemplated by this Agreement; (z) there has not occurred any material spills, emissions or pollution of any property of the Corporation, or for which the Corporation is or may be responsible, nor is the Corporation the subject of any outstanding stop orders, control orders, clean-up orders of reclamation orders under applicable environmental laws and regulations; (aa) the representations and warranties made by the Corporation in the Subscription Agreements are, or to will be, true and correct as of the use of trade secrets or proprietary information of othersdate at which they are made; (qbb) the books of account and other records of the Corporation, whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices; (cc) to the knowledge of the Corporation as at the date of this Agreement, no insider of the Corporation has the present intention to sell any securities of the Corporation; (dd) all filings by the Corporation pursuant to which the Corporation has received or is entitled to receive government incentives have been made in accordance, in all material respects, with all applicable legislation and contain no misrepresentations of material fact or omit to state any material fact which could cause any amount previously paid to the Corporation or previsously accrued on the accounts thereof to be recovered or disallowed; (ee) any and all operations of the Corporation and to the knowledge of the Corporation, any and all operations by third parties, on or in respect of the assets and properties of the Corporation, have been conducted in accordance with applicable laws, rules, regulations, orders and directions of government and other competent authorities; (ff) the responses given by management on behalf of the Corporation in the Due Diligence Session shall, to the knowledge of management, after reasonable inquiry, be true, correct and complete in all material respects as at the time such responses are given; (gg) the Corporation shall comply with all the covenants and its Subsidiaries are not agreements made by it in violation of any the Subscription Agreements; and (hh) with respect to offers and sales in the United States, the Corporation makes the representations applicable statute, law or regulation relating to the environment or occupational health Corporation contained in Schedule “A” hereto. It is further agreed by the Corporation that all representations, warranties and safetycovenants in this section 5 made by the Corporation to the Agent, violation as supplemented pursuant to Section 10(d) hereof, shall also be deemed to be made for the benefit of which would have a Material Adverse Effectthe Subscribers as if the Subscribers were also parties hereto (it being agreed that the Agent is acting for and on behalf of the Subscribers for this purpose).

Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to the Purchaser Subscriber as follows: (a) the The Corporation and each of its Subsidiaries has been is a corporation duly incorporated and is organized, validly existing existing, and in good standing under the laws of its jurisdiction the State of incorporation and the Corporation hasNevada, or will have as of the Closing Date, has all requisite corporate power and capacity authority to enter into, execute and carry out its obligations under, deliver this Subscription Agreement;, to issue and sell the Common Stock, to carry out the provisions of the Subscription Agreement, and to conduct its business and activities as they are now being conducted. (b) on or before the Closing Date, the Corporation will have taken all corporate steps necessary to approve the transactions contemplated hereby, including the execution and delivery of this This Subscription Agreement and the certificates representing the Preferred Sharesis a legal, each of which will constitute a legal valid, and binding obligation of the Corporation, enforceable against the Corporation enforceable in accordance with its terms;, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity. (c) the Corporation has complied withThe shares of Common Stock that are being purchased by Subscriber, or will comply withwhen issued, all applicable corporate sold and Securities Laws and regulations delivered in connection accordance with the offerterms of this Subscription Agreement, sale and issuance upon the Corporation’s receipt of the Preferred SharesSubscription Amount, including the filing will be duly and validly issued, and will be free of all required forms restrictions on transfer other than restrictions on transfer under this Subscription Agreement and reports under the Securities Laws within the time periods therein prescribed applicable Canadian and payment of all required fees in connection therewith;United States state and federal securities laws. (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of To the Corporation’s constituent documents or any agreement or instrument to which knowledge, the Corporation is a party; (e) at the Closing, every consent, approval, authorization or order that is required for the transactions herein contemplated to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists), and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities operations of the Corporation nor prohibiting are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of money laundering statutes, the sale of such securities rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government or Governmental Authority (collectively, the Shares has been issued to “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Corporation or its directors any Subsidiary with respect to the Money Laundering Laws is pending, or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or Issuer is threatened;. (he) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; (i) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment conducted and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and is conducting its Subsidiaries are business in compliance in all material respects with all currently applicable laws and regulations respecting employmentof each jurisdiction in which it carries on business or holds assets (including all applicable federal, discrimination state, municipal and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including all Governmental Authorities), holds all permits, licenses and like authorizations necessary for it to carry on its business in employmenteach jurisdiction where such business is carried on that are material to the conduct of the business of the Corporation. (f) There is no claim, terms and conditions of employmentaction, wagessuit, hours and occupational safety and health and employment practicesproceeding, and is not engaged in any unfair labor practice. To arbitration, complaint, charge or investigation pending or, to the Corporation’s knowledge, no employees of currently threatened against the Corporation. The Corporation is not a party or is named as subject to the Subsidiaries are in violation provisions of any term order, writ, injunction, judgment or decree of any material employment contract, patent disclosure agreement, noncompetition agreement, court or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation government agency or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effectinstrumentality.

Representations, Warranties and Covenants of the Corporation. The Corporation represents hereby represents, warrants and warrants to the Purchaser as followscovenants that: (a) It is purchasing the Corporation and each stock of its Subsidiaries has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation TCF and the Corporation hasmembership interest in Fort Mill Ford hereby for investment only, or will have as of the Closing Date, all requisite corporate power and capacity to enter intofor its own account, and carry out its obligations under, this Subscription Agreementnot with a view to the distribution thereof; (b) It understands that the stock of TCF and the membership interest in Fort Mill Ford will be transferred without registration with the SEC under the Act, and will be transferred under one or more exemptions from registration in the Act and state securities laws that depend upon the intent hereby represented and that Xxxxx will rely on such representation in transferring such stock and interest without registration; (c) It will make no transfer of the securities acquired by it hereunder in violation of the Act, any rules of the SEC, any state securities law or before statute or this Agreement, and will not offer, sell, mortgage, pledge or otherwise dispose of the Closing Datesecurities it acquired hereunder, unless, in the Corporation will have taken all corporate steps necessary opinion of counsel satisfactory to approve the transactions contemplated herebyXxxxx, including the registration under applicable federal or state securities laws is not required; (d) The execution and delivery of this Subscription Agreement and the certificates representing issuance of the Preferred Shares, each of which will constitute a legal Class B Common Stock by the Corporation have been duly and binding obligation validly authorized by the Corporation and no other action or proceeding on the part of the Corporation enforceable in accordance with its terms; (c) is necessary to authorize this Agreement or to consummate the Corporation has complied with, or will comply with, all applicable corporate and Securities Laws and regulations in connection with the offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of the Corporation’s constituent documents or any agreement or instrument to which the Corporation is a party;transactions contemplated hereby; and (e) at the Closing, every consent, approval, authorization or order that is required for the transactions herein contemplated The stock certificate issued to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists)it pursuant to this Agreement, and has been for any replacements thereof, may be marked with a legend to the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of effect that such securities cannot be sold or the Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; transferred without either (i) all of the issued registration under federal and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes theretosecurities laws, or (ii) in the case an opinion of unaudited interim statements, counsel satisfactory to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances Xxxxx that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate neither the sale or resale of any of nor the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in proposed transfer constitutes a violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, federal or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effectstate securities law.

Representations, Warranties and Covenants of the Corporation. The Corporation represents and warrants to to, and covenants with the Purchaser Subscriber that, except as follows:set out expressly in any specific subsection below, as of the date of this Subscription Agreement; (a) the Corporation is a valid and each of its Subsidiaries has been subsisting corporation duly incorporated and is validly existing organized and in good standing under the federal laws of its jurisdiction of incorporation and Canada; (b) the Corporation has, or will have as of the Closing Date, all requisite corporate has full power and capacity authority to enter into, into and carry out its obligations under, perform this Subscription Agreement and to do all other acts which are necessary to consummate the transactions contemplated in the Subscription Agreement; (bc) on no order ceasing or before suspending trading in the Closing Date, the Corporation will have taken all corporate steps necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement and the certificates representing the Preferred Shares, each of which will constitute a legal and binding obligation securities of the Corporation enforceable in accordance with nor prohibiting sale of such securities has been issued to the Corporation or its termsdirectors, officers or promoters and, to the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened; (cd) the Corporation has complied with, or and will fully comply with, all applicable corporate and Securities Laws and regulations in connection with the offer, sale requirements of applicable securities and issuance corporate legislation in respect of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewithOffering; (de) each of the creation, issuance and sale of the Preferred Shares by the Corporation Promissory Note does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions conditions, or provisions of the Corporation’s constituent constating documents of the Corporation or any agreement or instrument to which the Corporation is a party;party or by which its assets are affected; and (ef) this Subscription Agreement has been or will be at the Closing, every consent, approval, authorization or order that is required for duly authorized by all necessary corporate action on the transactions herein contemplated to occur at part of the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists)Corporation, and has been for the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities constitutes a valid obligation of the Corporation nor prohibiting the sale of such securities or the Shares has been issued to legally binding upon it and enforceable against the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; (i) all of the issued and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally accepted in the U.S., consistently applied, during the periods involved (except (i) and as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided limited by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements laws relating to the payment and withholding availability of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate the sale or resale of any of the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effectequitable remedies.

Representations, Warranties and Covenants of the Corporation. The Corporation represents hereby represents, warrants and warrants to the Purchaser as followscovenants that: (a) It is purchasing the Corporation stock of MDC and each of FMF Management hereby for investment only, for its Subsidiaries has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and the Corporation has, or will have as of the Closing Date, all requisite corporate power and capacity to enter intoown account, and carry out its obligations under, this Subscription Agreementnot with a view to the distribution thereof; (b) It understands that the stock of MDC and FMF Management will be transferred without registration with the SEC under the Act, and will be transferred under one or more exemptions from registration in the Act and state securities laws that depend upon the intent hereby represented and that Xxxxx will rely on such representation in transferring such stock without registration; (c) It will make no transfer of the securities acquired by it hereunder in violation of the Act, any rules of the SEC, any state securities law or before statute or this Agreement, and will not offer, sell, mortgage, pledge or otherwise dispose of the Closing Datesecurities it acquired hereunder, unless, in the Corporation will have taken all corporate steps necessary opinion of counsel satisfactory to approve Xxxxx, registration under applicable federal or state securities laws is not required; (d) Subject to final approval of the transactions contemplated herebyCertificate by the Corporation's sole shareholder and the filing of the Certificate with the Secretary of State of Delaware, including the execution and delivery of this Subscription Agreement and the certificates representing issuance of the Preferred Shares, each of which will constitute a legal Class B Common Stock by the Corporation have been duly and binding obligation validly authorized by the Corporation and no other action or proceeding on the part of the Corporation enforceable in accordance with its terms; (c) is necessary to authorize this Agreement or to consummate the Corporation has complied with, or will comply with, all applicable corporate and Securities Laws and regulations in connection with the offer, sale and issuance of the Preferred Shares, including the filing of all required forms and reports under the Securities Laws within the time periods therein prescribed and payment of all required fees in connection therewith; (d) each of the creation, issuance and sale of the Preferred Shares by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of the Corporation’s constituent documents or any agreement or instrument to which the Corporation is a party;transactions contemplated hereby; and (e) at the Closing, every consent, approval, authorization or order that is required for the transactions herein contemplated The stock certificates issued to occur at the Closing will have been obtained and will be in effect; (f) the Corporation is a “reporting issuer” in each province of Canada (or its equivalent), within the meaning of such term under applicable Securities Laws (where such concept exists)it pursuant to this Agreement, and has been for any replacements thereof, may be marked with a legend to the four (4) months preceding the Closing Date and is not included on the list of defaulting reporting issuers maintained by the Securities Commission; (g) no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of effect that such securities cannot be sold or the Shares has been issued to the Corporation or its directors or officers and, to the knowledge of the Corporation’s Chief Executive Officer and Chief Financial Officer, no investigations or proceedings for such purposes are pending or threatened; (h) the Corporation has, or as of the Closing Date the Corporation will have, full corporate power and authority to undertake the Offering and, at the Closing Time, the Preferred Shares will be duly and validly created, authorized and issued and the Common Shares will have been duly allotted and reserved for issuance and, upon the conversion of the Preferred Shares, will be issued as fully paid and non-assessable Common Shares; transferred without either (i) all of the issued registration under federal and outstanding shares of the Corporation are validly issued, fully paid, and nonassessable. Other than as set forth in the Company’s publicly available documents, there are no outstanding options, warrants, rights to subscribe to, or securities, rights or obligations convertible into or exchangeable or exercisable for, or giving any person any right to subscribe for or acquire, any capital shares of the Corporation or any options, warrants, rights or other instruments convertible into or exchangeable for, capital shares of the Corporation. The Articles, as in effect on the date hereof, and the Corporation’s Bylaws (the “Bylaws”) as in effect on the date hereof, are available at xxx.xxxxx.xxx and xxx.xxx.xxx. Other than as set forth in the Corporation’s publicly available documents, there are no stockholder agreements, voting agreements or other similar agreements with respect to the capital shares to which the Corporation is a party; (j) the Corporation has filed all reports (including all exhibits thereto) required to be filed by it under Securities Laws for the two years preceding the date hereof (the “Securities Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Securities Document prior to the expiration of any such extension. As of their respective dates, the Securities Documents complied in all material respects with the requirements of the Securities Laws, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder applicable to the Securities Documents, and none of the Securities Documents, at the time they were filed with the Securities Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no Securities Documents that are not available to the public. As of their respective dates, the financial statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities Commission with respect thereto. The financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the U.S., consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes theretosecurities laws, or (ii) in the case an opinion of unaudited interim statements, counsel satisfactory to the extent they may not include footnotes, may be condensed or summary statements or may conform to the Securities Commission’s rules and instructions) and fairly present in all material respects the consolidated financial position of the Corporation as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Corporation to the Purchaser by the executive management of the Corporation which is not included in the Securities Documents, to the knowledge of the Corporation’s executive management, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading; (k) the Corporation and its Subsidiaries maintain a system of accounting controls sufficient to provide reasonable assurances Xxxxx that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (l) no brokerage commissions, placement agent’s fees or similar payments are payable relating to this Subscription Agreement or the transactions contemplated hereby; (m) the Corporation has filed (or has obtained an extension of time within which to file) all necessary federal, provincial and foreign income and franchise tax returns and has paid all taxes shown as due on such tax returns, except where the failure to so file or the failure to so pay would not have a Material Adverse Effect. The Corporation has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and, within the time and in the manner prescribed by law, has withheld from wages, fees and other payments and paid over to the proper governmental or regulatory authorities all amounts required; (n) the Corporation has not taken, nor will it take, directly or indirectly any action designed to stabilize or manipulate the price of the Common Shares or any security of the Corporation to facilitate neither the sale or resale of any of nor the Preferred Shares; (o) the books of account, minute books and other records of the Corporation are complete and correct in all material respects. The minute books of the Corporation contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Corporation’s Board of Directors and committees of the Corporation’s Board of Directors, and no meeting of any of such shareholders, the Corporation’s Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books, except for the minutes of the May 2010 meeting of the Board of Directors and the Audit Committee, which will be prepared for review and approval at the next Board of Directors meeting; (p) the Corporation and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Corporation’s knowledge, no employees of the Corporation or the Subsidiaries are in proposed transfer constitutes a violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, federal or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Corporation or its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Corporation or to the use of trade secrets or proprietary information of others; (q) the Corporation and its Subsidiaries are not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, violation of which would have a Material Adverse Effectstate securities law.