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

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to each Stockholder as follows: (a) The Corporation is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) The Corporation has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this 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 consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation 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 performance by the Corporation of its agreements, covenants, and obligations hereunder will not, conflict 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 Person under, any provisions of the organizational documents of the Corporation (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which the Corporation is a party or by which the Corporation is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay the Corporation from performing its agreements, covenants or obligations under this Agreement.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, represents and warrants and covenants to each Stockholder the Purchaser as follows: (a) The the Corporation and each of its Subsidiaries has been duly incorporated and is an entity duly organized, validly existing and in good standing under the laws of the 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 incorporation.obligations under, this Subscription Agreement; (b) The on or before the Closing Date, the Corporation has will have taken all requisite power, capacity and authority corporate steps necessary to enter into this Agreement and to consummate approve the transactions contemplated hereby. The , including the execution and delivery of this 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 Subscription Agreement and the consummation by certificates representing the Corporation Preferred Shares, each of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes which will constitute a valid legal and binding obligation of the Corporation, Corporation enforceable against the Corporation 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 the Corporation has complied with, or will comply with, all applicable corporate and delivery Securities Laws and regulations in connection with the offer, sale and issuance of this Agreement does notthe Preferred Shares, including the filing of all required forms and reports under the performance 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 of its agreements, covenants, does not and obligations hereunder will not, not conflict with, with and does not and will not 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 Person underof the terms, any conditions or provisions of the organizational Corporation’s constituent documents of the Corporation (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order agreement or decree instrument to which the Corporation is a party 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 isis 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 assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation Subsidiaries because of the transactions contemplated nature of the business conducted or presently proposed to be conducted by this Agreement or otherwise prevent or delay the Corporation from performing or to the use of trade secrets or proprietary information of others; (q) the Corporation and its agreementsSubsidiaries are not in violation of any applicable statute, covenants law or obligations under this Agreementregulation 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 hereby represents, warrants and covenants to each Stockholder Seller as follows: (a) The Corporation is an entity duly organized, validly existing has all requisite legal and in good standing corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the laws terms of the jurisdiction of its incorporationthis Agreement. (b) The Corporation has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this 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 consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by constitutes the Corporation andlegal, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a 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, subject to bankruptcyits board of directors and its stockholders necessary for the authorization, insolvencyexecution, fraudulent transfer, moratorium, reorganization or similar laws affecting delivery and performance by the rights Corporation of creditors generally this Agreement and the availability consummation of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity the transactions contemplated hereunder has been taken or at law)will be taken prior to the Closing Date. (c) The Neither the execution and delivery of this Agreement does not, and the performance by the Corporation nor the purchase by the Corporation from the Sellers of its agreementsthe Shares to be transferred pursuant to this Agreement will, covenants, and obligations hereunder will not, conflict with, result in a breach directly or violation of or default under indirectly (with or without notice or lapse of time time) contravene, conflict with or both)result in a violation of, or require notice give any governmental entity or other person or entity the right to challenge the transactions contemplated by this Agreement or the consent of right to exercise any Person remedy or obtain any relief under, any provisions of the organizational documents of the Corporation (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree legal requirement to which the Corporation is a party or by which the Corporation isCorporation, or any of the assets owned or used by the Corporation, may be subject. The Corporation will not be required to give any notice to or obtain any consent from any person or entity in connection with the execution and delivery of this Agreement or the performance by the Corporation of its assets areobligations pursuant to this Agreement. (d) No consent, boundapproval or authorization of, except for such conflictsor notice to, breaches, violations any person or defaults that would not, individually governmental authority is required in connection with the execution and delivery by the Corporation of this Agreement or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay the Corporation from performing its agreements, covenants or obligations under this Agreement. (e) The Corporation has sufficient funds legally available to consummate the transactions contemplated hereunder.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to each Stockholder as follows: (a) The Corporation is an entity duly organizedagrees that all of its representations and warranties contained in the Underwriting Agreement, validly existing when made, shall be deemed to be incorporated by reference herein and made to Burnxxx xxxeunder, in good standing under the laws each case as of the jurisdiction date each such representation and warranty is made in the Underwriting Agreement. The Corporation agrees that its execution of its incorporationthe 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 that this Agreement has all requisite powerbeen duly authorized, capacity executed and authority to enter into delivered by the Corporation; the performance of this Agreement and to consummate the consummation of the transactions contemplated hereby. The execution and delivery hereby will not result in the creation or imposition of this Agreement by 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 or provisions of 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 bound, or under the certificate of incorporation or by-laws of the Corporation or under any statute or under any order, 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 of any court or governmental agency or body is required for the consummation by the Corporation of the transactions on its part herein contemplated hereby have which has not 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 consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation 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)obtained. (c) The execution and delivery of this Agreement does not, and the performance by the Corporation agrees that all of its agreementscovenants and other agreements contained in the Underwriting Agreement, covenantswhen made, shall be deemed to be incorporated by reference herein and obligations hereunder will not, conflict with, result in a breach or violation of or default under (made with or without notice or lapse of time or both), or require notice to or the consent of any Person under, any provisions Burnxxx xxxeunder. The Corporation agrees that its execution of the organizational documents of Underwriting Agreement shall constitute confirmation to Burnxxx xx the Corporation (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which the Corporation is a party or by which the Corporation is, or any Corporation's performance in all material respects of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or covenants and other agreements contained in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay the Corporation from performing its agreements, covenants or obligations under this Underwriting Agreement.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby representsrepresents and warrants to the Agent, warrants and covenants to each Stockholder as followsacknowledges that the Agent is relying upon such representations and warranties: (a) The the Corporation has been duly incorporated and organized and is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of Yukon Territory and has all requisite corporate authority and power to carry on its incorporation.business, as now conducted and as presently proposed to be conducted by it, and to own its properties and assets; (b) The the Corporation has all requisite powerno subsidiaries and is not affiliated with, capacity nor is it a holding corporation of, any other body corporate, nor is it a partner of any partnership; (c) the Corporation is duly registered and qualified to carry on business and is validly subsisting under the laws of each jurisdiction in which it carries on its business; (d) the Corporation has full corporate power and authority to issue the Offered Shares and upon issuance, such Offered Shares will be issued as fully paid and non-assessable; (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 to consummate the transactions contemplated hereby. The execution Subscription Agreements and delivery of this Agreement by the Corporation has the full corporate right, power 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 authority to perform its board of directors)obligations set out therein, 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 consummation by Subscription Agreements have been or will be, as the Corporation of the transactions contemplated hereby. This Agreement has been case may be, duly authorized, executed and delivered by the Corporation andand are legal, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation obligations of the Corporation, Corporation enforceable against the Corporation in accordance with its terms, their terms subject to the general qualifications that: (i) enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization insolvency or similar 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 applicable court; and (iii) rights to indemnify and contribution may be limited by applicable law; (g) the Corporation does not have any material debts, liabilities or obligations (absolute, contingent or otherwise) other than as set forth in the Financial Statements; (h) there has not been any material adverse change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of creditors generally 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 availability 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 equitable remedies business; (regardless i) there are no actions, suits, proceedings or inquiries including, to the knowledge of whether such enforceability is considered in a proceeding the Corporation, pending or threatened against or affecting the Corporation at law or in equity or at law).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 may in any way materially adversely affect, the business, operations or condition (financial or otherwise) of the Corporation or its assets or which affect or may affect the distribution of the Offered Shares; (cj) The execution 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 delivery is not in the ordinary course of business; (k) the Corporation is not a party to or bound by any material agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of the Corporation and applicable laws, and indemnification obligations in favour of agents or underwriters of securities offerings) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person; (l) the Corporation does not have any loans or other indebtedness currently outstanding to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm’s length with the Corporation; (m) the authorized capital of the Corporation consists of 100,000,000 Common Shares, of which as at the date hereof, 34,810,540 Common Shares are issued and outstanding as fully paid and non-assessable; (n) other than pursuant to the provisions of this Agreement does notand other than options to acquire 3,152,000 Common Shares held by officers, directors, and the performance by the Corporation of its agreements, covenants, employees and obligations hereunder will not, conflict 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 Person under, any provisions of the organizational documents consultants of the Corporation (if applicable)under the Corporation’s stock option plan, and 2,824,643 outstanding warrants, there are no outstanding securities convertible or exchangeable into any securities or ownership interests of the Corporation, or any agreement, commitmentwarrant, lawoption, ruleright or privilege being or capable of becoming an agreement, regulationwarrant, judgmentoption or right for the purchase of any unissued securities of the Corporation; (o) the Corporation has duly filed all tax returns required to be filed by it, order 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 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 decree 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 Offered Shares; (q) the form and terms of the definitive certificates representing the Common Shares are in due and proper form under the laws governing the Corporation; (r) the minute books of the Corporation contain full, true and correct copies of the constating documents of the Corporation and copies of all minutes of all meetings and all consent resolutions of the directors, committees of directors and shareholders of the Corporation, and 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 iswill, 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 its assets arethe ordinary course of business of the Corporation, boundshall 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 such conflictsguaranteed one year contracts for three employees of the Corporation; (v) although it does not warrant title, breachesthe 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, violations 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 defaults adverse claims created by, through or under the Corporation, other than any liens or encumbrances that would notmay be outstanding pursuant to credit agreements with the Corporation’s bank, individually or and those arising in the ordinary course of business, which are not material in the aggregate, prevent or delay consummation and to the knowledge of the transactions 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, 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 good oil and gas industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of government and other competent authorities; (x) the Corporation has conducted, and is conducting, its business in compliance in all material respects with all applicable laws, rules and regulations and, in particular, all legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies (“Environmental Laws”) of each jurisdiction in which it carries on business relating to the protection of the environment, occupational health and safety 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 necessary or desirable to carry on the business of the Corporation as now conducted and as presently proposed to be 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 Agreement; (z) there has not occurred any material spills, emissions or otherwise prevent pollution of any property of the Corporation, or delay for which the Corporation from performing its agreementsis or may be responsible, covenants 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 obligations under will be, true and correct as of the date at which they are made; (bb) 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 agreements made by it in the Subscription Agreements; and (hh) with respect to offers and sales in the United States, the Corporation makes the representations applicable to the Corporation contained in Schedule “A” hereto. It is further agreed by the Corporation that all representations, warranties and covenants in this section 5 made by the Corporation to the Agent, as supplemented pursuant to Section 10(d) hereof, shall also be deemed to be made for the benefit of the 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 hereby representsrepresents and warrants to, warrants and covenants to each Stockholder with the Subscriber that, except as follows:set out expressly in any specific subsection below, as of the date of this Subscription Agreement; (a) The the Corporation is an entity a valid and subsisting corporation duly organized, validly existing organized and in good standing under the federal laws of the jurisdiction of its incorporation.Canada; (b) The the Corporation has all requisite power, capacity full power and authority to enter into and perform this Subscription Agreement and to do all other acts which are necessary to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by in the Corporation and Subscription Agreement; (c) no order ceasing or suspending trading in the consummation by the Corporation of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part securities of the Corporation (including its board nor prohibiting sale of directors), and no other actions or proceedings on the part of such securities has been issued to the Corporation are necessary to authorize the execution and delivery by the Corporation of this Agreement and the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation or its directors, officers or promoters and, assuming due power and authority of, and due execution and delivery by, to the other parties hereto, constitutes a valid and binding obligation knowledge of the Corporation, enforceable against no investigations or proceedings for such purposes are pending or threatened; (d) the Corporation has complied and will fully comply with the requirements of applicable securities and corporate legislation in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting respect of 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).Offering; (ce) The execution the issuance and delivery sale of this Agreement the Promissory Note does not, not and the performance by the Corporation of its agreements, covenants, will not conflict with and obligations hereunder does not and will not, conflict with, not result in a breach or violation of or default under (with or without notice or lapse any of time or both)the terms, conditions, or require notice to or the consent of any Person under, any provisions of the organizational constating documents of the Corporation (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order agreement or decree instrument to which the Corporation is a party or by which its assets are affected; and (f) this Subscription Agreement has been or will be at the Closing, duly authorized by all necessary corporate action on the part of the Corporation, and constitutes a valid obligation of the Corporation is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay legally binding upon it and enforceable against the Corporation from performing in accordance with its agreementsterms subject to applicable bankruptcy, covenants or obligations under this Agreementinsolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and as limited by laws relating to the availability of equitable remedies.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, warrants and covenants to each Stockholder as followsthat: (a) The Corporation It is an entity duly organizedpurchasing the stock of MDC and FMF Management hereby for investment only, validly existing for its own account, and in good standing under not with a view to the laws of the jurisdiction of its incorporation.distribution thereof; (b) The Corporation has all requisite powerIt understands that the stock of MDC and FMF Management will be transferred without registration with the SEC under the Act, capacity and authority 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 statute or this Agreement, and will not offer, sell, mortgage, pledge or otherwise dispose of the securities it acquired hereunder, unless, in the opinion of counsel satisfactory to enter into Xxxxx, registration under applicable federal or state securities laws is not required; (d) Subject to final approval of the Certificate by the Corporation's sole shareholder and the filing of the Certificate with the Secretary of State of Delaware, the execution and delivery of this Agreement and the issuance of the Class B Common Stock by the Corporation have been duly and validly authorized by the Corporation and no other action or proceeding on the part of the Corporation is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. ; and (e) The execution and delivery of stock certificates issued to it pursuant to this 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)Agreement, and no other actions any replacements thereof, may be marked with a legend to the effect that such securities cannot be sold or proceedings on transferred without either (i) registration under federal and state securities laws, or (ii) an opinion of counsel satisfactory to Xxxxx that neither the part of sale nor the Corporation are necessary to authorize the execution and delivery by the Corporation of this Agreement and the consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, proposed transfer constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation 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 performance by the Corporation of its agreements, covenants, and obligations hereunder will not, conflict with, result in a breach or violation of any federal or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person under, any provisions of the organizational documents of the Corporation (if applicable), or any agreement, commitment, state securities law, rule, regulation, judgment, order or decree to which the Corporation is a party or by which the Corporation is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay the Corporation from performing its agreements, covenants or obligations under this Agreement.

Representations, Warranties and Covenants of the Corporation. The Corporation hereby represents, represents and warrants and covenants to each Stockholder Subscriber as follows: (a) The Corporation is an entity a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction State of Nevada, has all requisite power and authority to execute and deliver this Subscription Agreement, to issue and sell the Common Stock, to carry out the provisions of the Subscription Agreement, and to conduct its incorporationbusiness and activities as they are now being conducted. (b) The Corporation has all requisite powerThis Subscription Agreement is a legal, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby have been duly authorized by all necessary actionvalid, 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 consummation by the Corporation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar laws affecting the rights of creditors generally and the availability general application or by general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (c) The execution shares of Common Stock that are being purchased by Subscriber, when issued, sold and delivery delivered in accordance with the terms of this Agreement does notSubscription Agreement, upon the Corporation’s receipt of the Subscription Amount, will be duly and validly issued, and will be free of restrictions on transfer other than restrictions on transfer under this Subscription Agreement and applicable Canadian and United States state and federal securities laws. (d) To the performance by Corporation’s knowledge, the Corporation of its agreements, covenants, and obligations hereunder will not, conflict 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 Person under, any provisions of the organizational documents operations of the Corporation are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government or Governmental Authority (if applicablecollectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Corporation or any Subsidiary with respect to the Money Laundering Laws is pending, or to the knowledge of the Issuer is threatened. (e) The Corporation has conducted and is conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business or holds assets (including all applicable federal, 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 each jurisdiction where such business is carried on that are material to the conduct of the business of the Corporation. (f) There is no claim, action, suit, proceeding, arbitration, complaint, charge or any agreementinvestigation pending or, commitmentto the Corporation’s knowledge, law, rule, regulation, judgment, order or decree to which currently threatened against the Corporation. The Corporation is not a party or by which is named as subject to the Corporation isprovisions of any order, writ, injunction, judgment or decree of any of its assets are, bound, except for such conflicts, breaches, violations court or defaults that would not, individually government agency or in the aggregate, prevent or delay consummation of the transactions contemplated by this Agreement or otherwise prevent or delay the Corporation from performing its agreements, covenants or obligations under this Agreementinstrumentality.