0001062993-14-004313 Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT MADE AS OF MARCH 9, 2010 BETWEEN HEMISPHERE ENERGY CORPORATION AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT
Shareholder Rights Plan Agreement • July 22nd, 2014 • Hemisphere Energy Corp • British Columbia

HEMISPHERE ENERGY CORPORATION, a corporation incorporated under the Business Corporations Act (British Columbia) (hereinafter referred to as the “Corporation”)

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 22nd, 2014 • Hemisphere Energy Corp • Alberta

Hemisphere Energy Corporation, a body corporate having its head office at Vancouver, British Colombia (the “Corporation”)

FIRST AMENDING AGREEMENT TO THE COMMITMENT LETTER DATED SEPTEMBER 19 2013
First Amending Agreement to the Commitment Letter • July 22nd, 2014 • Hemisphere Energy Corp • Alberta

We refer to our Letter Agreement dated September 19, 2013 (the “Commitment Letter”), between Hemisphere Energy Corporation (the “Borrower”) and Alberta Treasury Branches (the “Lender”), and confirm our agreement to renew our offer of financial assistance to the Borrower on the terms and conditions set out in the Commitment Letter, subject to the amendments described below. Capitalized terms used herein without definition shall have the meeting given to them in the Commitment Letter.

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