(e)

Brokers. Except as set forth in Section 4.1(e) of the Disclosure Letter, no broker, finder or investment banker engaged by Vendor or its Affiliates is entitled to any brokerage, finder's or other fee or commission in connection with the Contemplated Transactions for which the Corporation has or would have any liability or obligation (collectively, the "Brokers' Fees").

(f)

Purchase Rights. Other than Purchaser as provided in this Agreement, no Person has any rights, contingent or vested, including any right of first refusal, right of first offer or other similar preferential right, to acquire any of the Corporation Shares being sold, assigned, transferred and conveyed by Vendor to Purchaser pursuant to this Agreement.

(g)

Title to Corporation Shares. Vendor owns, as the beneficial and registered owner with good title,  and has all necessary power and authority to, sell, assign, transfer and convey its ownership of the Corporation Shares to Purchaser at Closing pursuant to this Agreement. Upon completion of the Contemplated Transactions, Vendor will have transferred to Purchaser good and valid title to all of the Corporation Shares, free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws and the constating documents of the Corporation (which shall have been complied with).

(h)

Anti-Corruption: Vendor has not made, offered, or authorized and will not make, offer or authorize any payment, gift, promise or other advantage, in connection with this Agreement or the Contemplated Transactions, whether directly or knowingly indirectly through any other Person, to or for the use or benefit of any Public Official, where such payment, gift or promise would violate the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the United States Foreign Corrupt Practices Act of 1977, or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Vendor and its operations.

(i)

Break Fee. Vendor has available as of the date hereof and will have available to it on the Outside Date, immediately available funds sufficient to pay the Break Fee. The obligation of Vendor to pay the Break Fee arises upon the occurrence of the triggering events specified in this Agreement and is not subject to, conditional upon, or otherwise dependent on the approval of the Contemplated Transactions or any related resolution by the stockholders of Vendor.

4.2	Vendor's Representations and Warranties Regarding the Corporation

(a)	Organization.

(i)

The Corporation is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, and has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted except as would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect.

(ii)

The Corporation is duly qualified to do business in all jurisdictions in which such qualification is necessary because of the character of the properties owned by it or the nature of its activities, except for those jurisdictions where the failure to qualify would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect.

(iii)

Section 4.2(a) of the Disclosure Letter sets out the jurisdictions in which the Corporation has assets or has carried out business since October 1, 2022.

(b)

Non-Contravention. Except as set forth in Section 4.2(b) of the Disclosure Letter, the performance and the consummation of the Contemplated Transactions, do not and will not (i) violate any provision of the organizational documents of the Corporation, (ii) subject to obtaining the Third Party Consents, result in the breach of, or constitute a default under, or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of the Corporation under any Material Contract, result in the creation or the imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Corporation's Assets, or result in the cancellation, modification, revocation or suspension of any material Permit used by or required for the ongoing operation of the Corporation's Assets, or (iii) violate any material Law applicable to the Corporation or any of the Corporation's Assets, or any Order against the Corporation or any of the Corporation's Assets, in each case as in effect as of the date of this Agreement and as of the Effective Time, except, in the case of clauses (ii) and (iii), for any violation, breach, default, termination, cancellation, acceleration, modification, revocation or suspension that would not reasonably be expected to be cause a Material Adverse Effect.

(c)	Bank Accounts.  On the Closing Day, the Corporation will not have any bank accounts, term deposits or safety deposit boxes except those listed in Section 4.2(c) of the Disclosure Letter.

(d)

Litigation.  Except as disclosed in Section 4.2(d) of the Disclosure Letter, there are no Claims, outstanding judgments, orders, injunctions, investigations or other proceedings, including appeals and applications for review, in progress or to Vendor's knowledge pending or threatened, against or relating to the Corporation before any Governmental Authority, which if determined adversely to the Corporation, would have a Material Adverse Effect. To Vendor's knowledge, there is not any factual or legal basis on which any such proceeding may be commenced with any reasonable likelihood of success.

(e)

Governmental Consents and Approvals. The performance and the consummation of the Contemplated Transactions, do not and will not require any filing with, or clearance, consent or approval of, any Governmental Authority, except for (i) the Vendor Approval, (ii) the Governmental Approvals, and (iii) any filings, clearances, consents or approvals, the failure of which to effect or obtain would not reasonably be expected to cause a Material Adverse Effect.

(f)	Off-Balance Sheet Arrangements. The Corporation is not a party to any off-balance sheet arrangements, as that term is understood under Specified Accounting Principles.

(g)	Reserves Report.

(i)

Vendor or the Corporation made available to Insite Petroleum Consultants Ltd. ("Insite"), prior to the issuance of the reserves report effective September 30, 2025 in respect of the reserves of Barnwell and Octavian (the "Reserves Report"), for the purpose of preparing the Reserves Report, all information requested by Insite, which information, to Vendor's knowledge, did not contain any material misrepresentation at the time such information was so provided. Neither Vendor nor the Corporation omitted any information necessary to make any information provided to Insite provided not misleading as the respective dates thereof and there has been no material adverse change in any of the material information provided since the date thereof. Except as set out in Section 4.2(g) of the Disclosure Letter, Vendor believes that the Reserves Report reasonably presents the quantity and related pre-tax net present value of estimated future net revenue, on an aggregate basis, of the oil and natural gas reserves attributed to the crude oil, natural gas liquids and natural gas properties evaluated in the Reserves Report as at September 30, 2025, based upon information available at the time the Reserves Report was prepared and the pricing and other assumptions set out therein.

(ii)

Except with respect to changes in commodity prices and royalties, the effect of actual production of oil, natural gas and other petroleum substances on reserves estimates and as otherwise disclosed to Purchaser, Vendor has no knowledge of any adverse material change in any production, cost, reserves or other relevant information provided to Insite since the dates that such information was so provided.

(h)

Processing and Transportation Commitments. Section 4.2(h) of the Disclosure Letter contains a complete and accurate list of all of the Third Party processing and transportation agreements of the Corporation which cannot be terminated within 31 days or less without penalty.  Other than as set forth in Section 4.2(h) of the Disclosure Letter, the Corporation has no Third Party processing or transportation agreements or any obligations to deliver sales volumes to any other Person which cannot be terminated in 31 days or less without penalty.

(i)	Capitalization.

(i)

Barnwell has authorized an unlimited number of common shares. The aggregate number of shares of Barnwell issued and outstanding are set out in Section 4.2(i) of the Disclosure Letter. Except as set forth immediately above and as disclosed in Section 4.2(i) of the Disclosure Letter, there are no securities of Barnwell outstanding and no options, warrants or other rights, agreements or commitments of any character whatsoever (whether by law, pre-emptive right, by contract or otherwise) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance, or requiring the issuance, sale or transfer by Barnwell, of any shares of Barnwell or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Barnwell, nor are there any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or other attributes of Barnwell for which Barnwell could have any liability or obligation. All of the outstanding common shares of Barnwell have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Except as set out in Section 4.2(i) of the Disclosure Letter, and Purchaser's rights under this Agreement, no Person has any Contract, option or warrant or any right or privilege (whether by applicable Law, pre-emptive or contractual granted by Barnwell) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of Barnwell.

(ii)

Octavian has authorized an unlimited number of common shares. The aggregate number of shares of Octavian issued and outstanding are set out in Section 4.2(i) of the Disclosure Letter. Except as set forth immediately above and as disclosed in Section 4.2(i) of the Disclosure Letter, there are no securities of Octavian outstanding and no options, warrants or other rights, agreements or commitments of any character whatsoever (whether by law, pre-emptive right, by contract or otherwise) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance, or requiring the issuance, sale or transfer by Octavian, of any shares of Octavian or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Octavian, nor are there any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or other attributes of Octavian for which Octavian could have any liability or obligation. All of the outstanding common shares of Octavian have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Except as set out in Section 4.2(i) of the Disclosure Letter, and Purchaser's rights under this Agreement, no Person has any Contract, option or warrant or any right or privilege (whether by applicable Law, pre-emptive or contractual granted by Octavian) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of Octavian.

(iii)

The Corporation will have authorized an unlimited number of Corporation Shares as of the Closing. The aggregate number of Corporation Shares to be issued and outstanding pursuant to the Pre-Closing Reorganization are set out in Section 4.2(i) of the Disclosure Letter (as such Disclosure Letter may be updated from time to time prior to the Effective Time in accordance with Section 8.2). Except as set forth immediately above and as disclosed in Section 4.2(i) of the Disclosure Letter, as of the Closing there will be no securities of the Corporation outstanding and no options, warrants or other rights, agreements or commitments of any character whatsoever (whether by law, pre-emptive right, by contract or otherwise) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance, or requiring the issuance, sale or transfer by the Corporation, of any shares of the Corporation (including the Corporation Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of the Corporation (including the Corporation Shares), nor will there be any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or other attributes of the Corporation for which the Corporation could have any liability or obligation. All of the Corporation Shares outstanding as of the Closing will have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Except as set out in Section 4.2(i) of the Disclosure Letter, and Purchaser's rights under this Agreement, no Person has any Contract, option or warrant or any right or privilege (whether by applicable Law, pre-emptive or contractual granted by the Corporation) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued securities of the Corporation.

(j)	Financial Information.

(i)

The Financial Statements have been provided by Barnwell and Octavian to Purchaser and have been prepared in accordance with the Specified Accounting Principles and present fairly:

(A)

the assets, liabilities and financial position of the Corporation on a consolidated basis as at the dates of the applicable Financial Statements; and

(B)

the results of operations of the Corporation on a consolidated basis during the periods covered by the applicable Financial Statements.

(ii)

Neither  Barnwell nor Octavian have any liabilities that would be required by Specified Accounting Principles to be reflected on a balance sheet, other than liabilities that (A) are reflected or reserved against in the Financial Statements, (B) were incurred since June 30, 2026 in the Ordinary Course of Business provided that the aggregate amount of same is less than $220,000, (C) were incurred in connection with the Contemplated Transactions and are Vendor's Transaction Expenses, (D) are reflected in Section 4.2(y) "Outstanding AFEs" of the Disclosure Letter; or (E) are set forth in Section 4.2(j) of the Disclosure Letter. Neither Barnwell nor Octavian have reserved any amounts in respect of potential liabilities which may arise in connection with the matters disclosed in Section 4.2(d) of the Disclosure Letter.

(iii)

Section 4.2(j) of the Disclosure Letter sets forth all Indebtedness of Barnwell and Octavian as of the date hereof (other than Indebtedness to be settled or otherwise eliminated in connection with the Pre-Closing Reorganization).

(iv)

Following the completion of the Pre-Closing Reorganization, except for the Vendor Promissory Note, no director, employee or other non-arm's length party of the Corporation or its Affiliates will be indebted to the Corporation.

(v)

As at June 30, 2026, the remainder of Current Assets less Current Liabilities for Barnwell and Octavian combined was not less than negative twelve thousand and seventy-six dollars and eighty-two cents $(12,076.82).

(k)	Material Contracts. Section 4.2(k) of the Disclosure Letter sets out a list of all of the following Contracts (collectively, the "Material Contracts"), current and complete copies of which have been provided to Purchaser prior to the date hereof:

(i)

all Contracts that purport to limit any right of the Corporation to (A) engage in any line of business, or (B) compete with any Person or operate in any location;

(ii)

all Contracts which are material to the business of the Corporation as currently conducted and which entitle a party to rights of termination, the terms or conditions of which may or will be altered, or which entitle a party to any fee, payment, penalty or increased consideration, in each case as a result of the execution of this Agreement or the consummation of the Contemplated Transactions, including, any seismic license or similar agreements;

(iii)

all Contracts made with any First Nations, Métis or Indigenous groups or communities in the vicinity of the Corporation's Assets;

(iv)

all marketing Contracts and Contracts relating to Derivative Transactions with respect to transactions to occur after the date of this Agreement;

(v)

all Contracts that contain an area of mutual interest clause that is material to the business of the Corporation following the Pre-Closing Reorganization;

(vi)

all Contracts in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition of assets or securities or other equity interests of another Person;

(vii)

any standstill or similar Contract currently restricting the ability of the Corporation to offer to purchase or purchase the assets or equity securities of another Person;

(viii)

any Contract between the Corporation, on the one hand, and Vendor or an Affiliate or related party of Vendor or an Affiliate of the Vendor, on the other hand (after giving effect to the Pre-Closing Reorganization);

(ix)

any Contract for the lease of office premises by the Corporation other than any such lease that is terminable without penalty or payment on not more than six months' notice;

(x)

any promissory notes, loans, Contracts, indentures, evidences of Indebtedness or other instruments related to the lending of money, whether as borrower, lender or guarantor, in excess of twenty five thousand ($25,000) individually or one hundred thousand dollars ($100,000) in the aggregate, other than the Vendor Promissory Note and Indebtedness that will be repaid in full or otherwise eliminated as part of the Pre-Closing Reorganization; or

(xi)

any Contracts that will, or may reasonably be expected to, result in a requirement of the Corporation to expend more than an aggregate of two million dollars ($2,000,000) in the next twelve (12) months.

(l)	Title to the Corporation's Assets. Vendor does not represent or warrant title to the Corporation's Assets, but does represent and warrant that, subject to the Permitted Encumbrances or as set out in Section 4.2(l) of the Disclosure Letter:

(i)

the Corporation has not assigned, pledged, alienated or encumbered the Corporation Assets or any part or portion thereof;

(ii)

subject to the applicable Title Documents, the Corporation is entitled to enter into and upon, hold and enjoy the Corporation's Assets for the residue of the terms of the applicable Title Documents and all renewals or extensions thereof for its own use and benefit, without any lawful interruption by any Person claiming by, through or under the Corporation or Vendor; except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect;

(iii)

to its knowledge, the Petroleum and Natural Gas Rights are free and clear of adverse claims created by, through or under the Corporation or Vendor and none of the Petroleum and Natural Gas Rights are subject to reduction or conversion to an interest of any other size or nature by reference to payout of any well or otherwise pursuant to any right or interest created by, through or under the Corporation or Vendor;

(iv)

neither Vendor nor the Corporation has done no act or thing and Vendor is not aware of any circumstance, matter or thing whereby any of the Corporation's Assets may be reduced, cancelled or determined; and

(v)

the Corporation's Assets will be, at the Effective Time, free and clear of all Encumbrances created by, through or under the Corporation of Vendor.

(m)

No Default.  To Vendor's knowledge, the Corporation has not received notice that it has failed to comply with, perform, observe or satisfy any material term, condition, obligation or liability which has heretofore arisen under the provisions of any of the Title Documents or any other agreements and documents to which the Corporation Assets are subject, where such failure would reasonably be expected to have a have a Material Adverse Effect.

(n)	ROFRs.  There are no outstanding rights of first refusal or other pre‑emptive rights of purchase which entitle any person to acquire any material rights, title, interests, property, licenses or assets of the Corporation that will be triggered by the completion of the Contemplated Transactions.

(o)

No Reduction of Interests. Except as described in Section 4.2(o) of the Disclosure Letter or the Land Schedule, to Vendor's knowledge, none of the Corporation's Assets is subject to reduction by reference to payout of, or production penalty on, any well or otherwise or to change to an interest of any other size or nature by virtue of or through any right or interest granted by, through or under the Corporation, except to the extent that all such reductions or changes to an interest would not in the aggregate have a Material Adverse Effect.

(p)	Wells. To Vendor's knowledge:

(i)

all wells located on any lands in which the Corporation has an interest, or lands with which such lands have been pooled or unitized, which have been abandoned, have been abandoned in accordance, in all material respects, with applicable Laws regarding the abandonment of wells;

(ii)

Part 2 of the Land Schedule provides a full, accurate and complete list of the wells to which the Corporation holds an interest;

(iii)

none of the wells in which the Corporation holds an interest has been produced in excess of applicable production allowables imposed under any applicable Laws by any Governmental Authority; and

(iv)

the Corporation has not received notice of any production penalty or similar production restriction of any nature imposed or to be imposed by any Governmental Authority and, to Vendor's knowledge, none of the wells in which it holds an interest is subject to any such penalty or restriction.

(q)	Lands.  To Vendor's knowledge, there are no materials Lands which are not set out in the Land Schedule.

(r)	Subsidiaries. Following the completion of the Pre-Closing Reorganization, the Corporation will have no subsidiaries.

(s)

Compliance with Laws. Except as set forth in Section 4.2(s) of the Disclosure Letter, the Corporation is and has been since October 1, 2022 in compliance with all Laws applicable to the Corporation and the Corporation's Assets, except as would not reasonably be expected to cause a Material Adverse Effect. The representation and warranty set forth in this Section 4.2(s) shall not be deemed to relate to environmental matters, employment matters, or tax matters.

(t)	Environmental Matters. Except as disclosed in Section 4.2(t) of the Disclosure Letter and except for such matters that would not reasonably be expected to cause a Material Adverse Effect:

(i)

since October 1, 2022 there has been no Release of Hazardous Material or on or underneath the Lands with respect to the operations of the Corporation;

(ii)

the Corporation is and has been since October 1, 2022 not in violation of any applicable Environmental Law or Permit relating to the Corporation's Assets;

(iii)

since October 1, 2022 the Corporation has not received any Environmental Notice arising from or relating to the Corporation's Assets; and

(iv)

no Order or Proceeding has been issued or is pending against, or to the Vendor's knowledge is threatened against, the Corporation relating to a violation of any applicable Environmental Law, or Permit issued thereunder, or to a Release of Hazardous Materials (in each such case, to the extent related to the Corporation's Assets).

(u)	Certain Proceedings. Except as set forth in Section 4.2(u) of the Disclosure Letter:

(i)

no Proceeding is ongoing, pending or, to the Vendor's knowledge, threatened against the Corporation relating to or affecting the Corporation or the Corporation's Assets; and

(ii)

the Corporation is not subject to any outstanding Order relating to the Corporation's Assets.

(v)

Permits. Except as set out in Section 4.2(v) of the Disclosure Letter, to Vendor's knowledge (as that knowledge exists on the date hereof), the Corporation has obtained and is in material compliance with all material Permits that are applicable to or held by the Corporation, or are necessary to conduct its business as of the Effective Time. All such material Permits are valid and subsisting and are in full force and effect in accordance with their terms, and no event has occurred or circumstance exists which (with notice or lapse of time or both) may constitute or result in a violation of any such Permit except where such violation would not have a Material Adverse Effect on the Corporation.  No proceedings are pending or, to the knowledge of Vendor, threatened, which could result in the revocation or limitation of any such material Permit, and all material steps have been taken and filings made on a timely basis with respect to each such Permit and its renewal.

(w)	Taxes. Except as set forth in Section 4.2(w) of the Disclosure Letter:

(i)

the Corporation is and has been since October 1, 2020 in compliance with all Laws regarding Taxes applicable to the Corporation and the Corporation's Assets, except as would not reasonably be expected to cause a Material Adverse Effect;

(ii)

the Corporation has paid on a timely basis all material Taxes and instalments on account of Taxes required to be paid by it on or before the Closing Date;

(iii)

the provision for Taxes in the Financial Statements constitutes an adequate provision for the payment of all unpaid Taxes in accordance with Specified Accounting Principles in respect of all periods up to and including the applicable period to which the Financial Statements relate;

(iv)

the Corporation has filed on a timely basis all material Tax Returns required to be filed by or on behalf of it on or before the Closing Date in respect of all Taxes, and all such Tax Returns are complete and accurate in all material respects;

(v)

the Corporation has made available to Purchaser a true copy of all Tax Returns filed by the Corporation in respect of its financial years ended during the calendar years 2025, 2024 and 2023 and all notices of assessment, notices of reassessment, tax slips and forms (including T5 and NR4), and proposal letters from any Governmental Authority (including the Government of Alberta) relating to Taxes for such periods;

(vi)

there are no waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Return or the payment of any Taxes by the Corporation or the levying of any assessment by any Governmental Authority with which the Corporation has filed a Tax Return;

(vii)

the Corporation has withheld, deducted, or collected and remitted in a timely manner to the appropriate Governmental Authority all Taxes or other amounts required to be deducted, withheld, or collected and remitted by it;

(viii)

the Corporation is not subject to any outstanding Order relating to Taxes;

(ix)

there are no Proceedings ongoing, pending or, to the Vendor's knowledge, threatened against the Corporation in respect of Taxes, nor are any matters under discussion with any Governmental Authority relating to Taxes asserted by any such Governmental Authority;

(x)

there are no circumstances existing which could result in the application of section 78 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Tax Laws;

(xi)

no claim has been made by any Governmental Authority in writing in any jurisdiction in which the Corporation does not file a Tax Return, that the Corporation is required to file such a Tax Return;

(xii)

no transaction, event or circumstance has occurred prior to the Closing Date that would reasonably be expected to result in an acquisition of control of the Corporation for purposes of the Tax Act, except as contemplated by the Contemplated Transactions, and no Tax Attributes of the Corporation have been reduced, restricted, suspended or eliminated as a result of any such transaction, event or circumstance;

(xiii)

the Corporation has not made, revoked or amended, nor agreed to make, revoke or amend, any material election, designation, waiver or settlement under applicable Tax Laws that would be binding on the Corporation for any taxation period ending after the Closing Date, except as disclosed in Section 4.2(w) of the Disclosure Letter or as contemplated by the Contemplated Transactions;

(xiv)

the Corporation is registered for purposes of Part IX of the Excise Tax Act (Canada) and for the purposes of the Provincial Sales Tax Act (Saskatchewan), has charged, collected, remitted and reported all GST/HST/PST required to be charged, collected, remitted and reported by it, and is not liable for any assessments, penalties or interest in respect of GST/HST/PST; and

(xv)

the Corporation has complied with subsection 89(14) of the Tax Act in respect of any dividend designated by it as an "eligible dividend" (as defined in the Tax Act) at the time of such designation and payment, and no liability under section 185.1 of the Tax Act has arisen or will arise in respect of any excessive eligible dividend designation (as defined in subsection 89(1) of the Tax Act; and

(xvi)

the Corporation has no requirements to incur and/or renounce any Canadian exploration expense or Canadian development expense, each as defined under the Tax Act.

(x)

Security. Except as disclosed in Section 4.2(x) of the Disclosure Letter, the Corporation has not posted any security with any Governmental Authority for the performance of any Permit required by applicable Laws in connection with the ownership, operation or maintenance of its businesses, properties or assets.

(y)

Books and Records. To Vendor's knowledge, the corporate records, financial books, minute books, books of account and other records of the Corporation (excepting the minute book of Barnwell) (whether of a financial or accounting nature or otherwise) in all material respects: (i) have been maintained in accordance with applicable statutory requirements and prudent business practices and are complete and up-to-date in all material respects as at the date hereof; (ii) are stated in reasonable detail and accurately and fairly reflect the material transaction and disposition of the assets of the Corporation; and (iii) accurately and fairly reflect the basis for the Financial Statements.

(z)

Outstanding AFEs.  Except as disclosed in Section 4.2(z) of the Disclosure Letter, as of the date hereof there is no authorization for expenditure, cash call or similar approval approved by the Corporation pursuant to which the Corporation will be obliged to a Third Party to make or advance money in respect of expenditures with respect to the Corporation's Assets, the Corporation's share of which is reasonably expected to exceed one hundred and fifty thousand ($150,000) dollars.

(aa)

Taxes and Royalties Paid. To Vendor's knowledge, all royalties and all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of property or the production of Petroleum Substances, or the receipt of proceeds therefrom, payable in either Canada or the United States in respect of the Corporation's Assets and other payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect Corporation's Assets have been: (i) duly paid in a timely manner; (ii) duly performed; or (iii) provided for in the accounts of the Corporation.  Vendor has disclosed full and complete copies of all material documentation in relation thereto in the VDR.

(bb)	Employment Matters.

(i)

The Employee Information contains a true and accurate list of all Employees employed by the Corporation effective as at a date not earlier than two (2) Business Days prior to the hereof;

(ii)

Other than as set out and described in the Employee Information, the Chief Executive Officer's employment contract included in the Employee Information is the sole and complete agreement between the Corporation and the Chief Executive Officer in respect of his employment with the Corporation and there are not other arrangements or understandings between the Corporation and the Chief Executive Officer in respect thereto;

(iii)

The Corporation is in material compliance with all applicable Laws respecting employment and employment practices, including with respect to employment standards, occupational health and safety, human rights, labour relations and workers' compensation, and there are no outstanding or, to the Vendor's knowledge, threatened Claims against the Corporation by or on behalf of any current or former Employee or Contractor;

(iv)

There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation relating to the Employees and Contractors, or any former employees or contractors, and all workers' compensation premiums in respect of the Employees have been paid;

(v)

There is no collective agreement, letter of understanding or other legally binding commitment with or to any labour union, trade union or employee organization or group which might qualify as a trade union with respect to the Employees;

(vi)

As of the date hereof, there is no strike, labour dispute, work slowdown or work stoppage ongoing or to the Vendor's knowledge threatened against the Corporation by its Employees or Contractors, nor has there been any such strike, labour dispute, work slowdown or work stoppage within the last three (3) years.

(vii)

All amounts due and owing or accrued due, but not yet owing, for all Employee or Contractor compensation, including salary, wages, fees, bonuses, commissions, vacation pay, other incentive payments, that are attributable to the period prior to the Measurement Time will be paid at or prior to the Closing, or if accrued, shall be accurately reflected in the books and records of the Corporation in all material respects;

(viii)

The Corporation has furnished to Purchaser copies of all the Corporation's Benefit Plans, together with current employee booklets;

(ix)

The Corporation's Benefit Plan has been, in all material respects, administered and funded in accordance with all applicable Laws and the terms of the Corporation's Benefit Plan; and

(x)

The Corporation is not engaged in any unfair labour practice nor is there any pending or to, the knowledge of Vendor, threatened, complaint, grievance or arbitration proceeding against the Corporation regarding any unfair labour practice.

(cc)

Insurance. Section 4.2(cc) of the Disclosure Letter sets forth a true and complete list, as of the date hereof, of all material insurance policies maintained by the Corporation relating to the Corporation's Assets or with respect to which the Corporation is a named insured or otherwise the beneficiary of coverage (collectively, the "Corporation's Insurance Policies"). The Corporation's Insurance Policies cover the risks customarily insured against by junior oil and natural gas producers in western Canada. The Corporation's Insurance Policies are in full force and effect on the date of this Agreement, all premiums due and payable with respect to the Corporation's Insurance Policies have been paid. The Corporation's Insurance Policies remain in force and effect and shall not be cancelled or otherwise terminated as a result of the Contemplated Transactions.

(dd)	Brokers. No broker, finder or investment banker engaged by Vendor or its Affiliates is entitled to any brokerage, finder's or other fee or commission in connection with the Contemplated Transactions for which Purchaser or the Corporation has or would have any liability or obligation.

(ee)

Anti-Corruption: To the Vendor's knowledge, during the past five (5) years, neither the  Corporation nor any person acting on behalf of the Corporation has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any Public Official, or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the United States Foreign Corrupt Practices Act of 1977, or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Corporation and its operations.

(ff)	Derivative Transactions: The Corporation has no obligations or liabilities, direct or indirect, vested or contingent in respect of any Derivative Transactions.

(gg)

Disclosure.  Vendor has not knowingly withheld from Purchaser any material information or documents in its possession concerning the Corporation or the Corporation Assets, and Vendor did not omit to provide any information that would reasonably be expected to cause any information provided by Vendor to be misleading.

(hh)

Restriction on Business Activities. To Vendor's knowledge, (i) there is no agreement, judgment, injunction, order or decree binding upon the Corporation that has or would reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of the Corporation or the conduct of business by the Corporation as currently conducted., and (ii) the execution, delivery and performance of this Agreement does not and will not result in the restriction of the Corporation from engaging in its business as currently conducted or from competing with any Person or in any geographical area and do not and will not result in a Material Adverse Effect in respect of the Corporation.

(ii)

Guarantee and Indemnification. Except for the Vendor Promissory Note, following the Pre-Closing Reorganization, the Corporation is not a party to or bound by any agreement, guarantee, indemnification, or endorsement or like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any Person, firm or corporation.

(jj)

Release of Fiduciary Duty. Neither Vendor nor any of its Affiliates have agreed or consented to the release of any its directors or officers from any fiduciary duty owed by such person to Vendor, its Affiliates or any of their respective shareholders, including without limitation, as would allow any such person to pursue any corporate opportunities that would otherwise be the property of the Corporation.

(kk)	Operations. All operations conducted by the Corporation and, to the knowledge of Vendor, all operations conducted by Third Parties on or in respect of the Corporation's Assets have been conducted, in all material respects, in compliance with good oilfield practices.

(ll)

Non-Arm's Length Transactions. No director, officer or insider of, other non-arm's length party to, the Corporation (or any associate or Affiliate thereof) has any right, title or interest in (or the right to acquire any right, title or interest in) any royalty interest, carried interest, participation interest or any other interest whatsoever that is based on production from, or in respect, of any properties of the Corporation. The Corporation is not indebted to any of the directors, officers or employees of, or consultants of the Corporation or its Affiliates, except for the Vendor Promissory Note and amount due as normal compensation or reimbursement of ordinary business expenses.

(mm)

Solvency. No step has been taken by any Person against the Corporation to wind it up, appoint a controller or administrator, seize or take possession of any of its assets, or make any arrangement, compromise, or composition with any of its creditors. The Corporation is solvent under the laws of the jurisdiction of its organization and able to pay all of its debts as and when they become due and payable.

4.3	No Additional Representations and Warranties

(a)

Purchaser acknowledges and confirms that Vendor does not make a representation or warranty of any kind or nature, express or implied, at law or in equity, except as expressly set forth in Sections 4.1 and 4.2 respectively, including with respect to: (i) the VDR; (ii) any Taxes in respect of any period (or portion thereof) that commences on or after the Closing Date or the amount, availability or use of any Tax Attributes; (iii) the quantity, quality or recoverability of Petroleum Substances within, upon or under the Lands; (iv) any forward-looking statements, estimates of prices or future cash flows arising from the sale of Petroleum Substances produced from the Lands or estimates of other revenues attributable to the Corporation's Assets or the availability or continued availability of transportation to sell those Petroleum Substances; (v) the environmental matters related to any Corporation's Assets or any Environmental Liability and any assessments or evaluations of the accuracy, completeness, volume, nature or estimated cost of the work required to fully satisfy and discharge the Environmental Liabilities; (vi) any express or implied warranty regarding the Corporation's title to any of the Corporation's Assets; (vii) any engineering, geological or other interpretations or economic evaluations of the Corporation's Assets; (viii) the quality of any data or information supplied by Vendor or the Corporation to Purchaser; (ix)  the Environmental condition of any of the Corporation's Assets or any Environmental Liability; (x) the accuracy or completeness of any authorization for expenditure, cash call or similar approval which estimates any capital expenditures, including reclamation, remediation or abandonment costs; (xi) the quality, condition, fitness, suitability, serviceability or merchantability of all or any of the Corporation's Assets; and (xii) the value of the Corporation, the Corporation Shares or the Corporation's Assets, or the future revenues applicable thereto or any Losses relating to or associated with the Corporation, the Corporation Shares, the Corporation's Assets or the Contemplated Transactions.

(b)

Without limiting the generality of the foregoing, Vendor hereby expressly negates and disclaims, and shall not be liable for, any and all representations or warranties which may have been made or alleged to have been made in any other document or instrument or in any statement or information made or communicated to Purchaser in any manner, except for those expressly set forth in Sections 4.1 and 4.2. Except as expressly set forth in Sections 4.1 and 4.2 respectively, all of the Corporation's Assets to be transferred or the liabilities to be assumed in accordance with this Agreement shall be transferred or assumed on an "as is, where is" and "with all known and unknown faults" basis, and all implied warranties of merchantability, fitness for a particular purpose, conformity to models or samples of materials, or otherwise are hereby expressly disclaimed.

(c)

Purchaser acknowledges and confirms that except as expressly provided in this Agreement that: (i) it has made its own independent investigation, review, analysis, evaluations and inspection of the Corporation, the Corporation's Assets, the Corporation Shares, the Environmental Liabilities and the VDR, including a review of the Corporation's title to the Corporation's Assets and the state and condition thereof; and (ii) will have relied on its own investigation, review, analysis, evaluation and inspection as to its assessment of the condition, quantum and value of the Corporation's Assets the Corporation's title thereto and the extent and value of the Petroleum Substances attributable to the Lands.

4.4	Purchaser's Representations and Warranties.

(a)	Organization.

(i)

Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, and has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of Purchaser to perform its obligations under this Agreement or the other Transaction Documents, as applicable, or Purchaser to consummate the Contemplated Transactions.

(ii)

Purchaser is duly qualified to do business in all jurisdictions in which such qualification is necessary because of the character of the properties owned by it or the nature of its activities, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of Purchaser to perform its respective obligations under this Agreement or the Transaction Documents, as applicable, or Purchaser to consummate the Contemplated Transactions.

(b)	Authority; Binding Effect.

(i)

Purchaser has all necessary power and authority to enter into this Agreement and Purchaser has all necessary power and authority to enter into the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Purchaser has taken all necessary corporate or other entity action required to duly authorize and approve the Transaction Documents to which Purchaser is a party.

(ii)

Assuming the due authorization, execution and delivery of this Agreement by the Corporation and Vendor, this Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. Assuming the due authorization, execution and delivery of the Transaction Documents by Vendor and the Corporation, as applicable, each Transaction Document to be executed by Purchaser, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by legal and equitable limitations on the availability of specific remedies.

(c)

Non-Contravention. The execution, delivery and performance of the Transaction Documents by Purchaser and the consummation of the Contemplated Transactions, do not and will not: (i) violate any provision of the organizational documents of Purchaser (as such organizational documents of Purchaser are in effect as of the date of this Agreement and as of the Closing); (ii) violate any material Law applicable to Purchaser or any Order against Purchaser, in each case as in effect as of the date of this Agreement and as of the Closing, or (iii) require the consent, notice or other action by any Person under any Contract to which Purchaser is a party, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair the ability of Purchaser to perform its obligations under this Agreement or the other Transaction Documents, as applicable, or Purchaser to consummate the Contemplated Transactions.

(d)

Governmental Consents and Approvals. The execution and delivery of this Agreement by Purchaser and the execution and delivery of the other Transaction Documents by Purchaser, and the performance of its obligations hereunder and thereunder, do not and will not require any filing with, or clearance, consent or approval of, any Governmental Authority.

(e)

Certain Proceedings. As of the date of this Agreement, no Proceeding is pending, or to the knowledge of Purchaser, threatened against any Purchaser, which (i) would have a Purchaser Material Adverse Effect; or (ii) would restrain, prohibit, invalidate, set aside, rescind, prevent or make unlawful this Agreement or the carrying out of this Agreement and the Contemplated Transactions. As of the date hereof, Purchaser is not subject to any outstanding Order which would have a Purchaser Material Adverse Effect.

(f)	Brokers. No broker, finder or investment banker engaged by Purchaser or its Affiliate is entitled to any brokerage, finder's or other fee or commission in connection with the Contemplated Transactions for which the Corporation or Vendor has or would have any liability or obligation.

(g)

Purchaser's Investigation. Purchaser has conducted its own independent investigation, review and analysis of the Corporation, the Corporation Shares, the Corporation's Assets, the Environmental Liabilities and the VDR and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Corporation and Vendor for such purpose. Purchaser acknowledges and agrees that (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, Purchaser has relied solely upon its own investigation and the express representations and warranties of Vendor and the Corporation set forth in Section 4.1 and Section 4.2 respectively (including related portions of the Disclosure Letter), and (ii) neither Vendor, the Corporation nor any other Person has made any representation or warranty as to the Corporation, the Corporation Shares, the Corporation's Assets or this Agreement, except as expressly set forth in Section 4.1 and Section 4.2 (including the related portions of the Disclosure Letter).

(h)	Approvals. All board of directors or other internal approvals that are required by Purchaser in connection with the Contemplated Transaction have been or will be obtained by Closing.

(i)	Sufficiency of Funds. Purchaser has available as of the date hereof and will have available at Closing and after Closing, as applicable, immediately available funds sufficient to pay the Purchase Price and the fees and expenses of Purchaser related to the Contemplated Transactions.

(j)

Anti-Corruption: Purchaser has not made, offered, or authorized and will not make, offer or authorize any payment, gift, promise or other advantage, in connection with this Agreement or the Contemplated Transactions, whether directly or knowingly indirectly through any other Person, to or for the use or benefit of any Public Official or any political party or political party official or candidate for office, where such payment, gift or promise would violate the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the United States Foreign Corrupt Practices Act of 1977, or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Purchaser and its operations.

(k)	ICA Status. Purchaser is not a "non-Canadian" within the meaning of the Investment Canada Act (Canada).

(l)

Solvency. No step has been taken by any Person against Purchaser to wind it up, appoint a controller or administrator, seize or take possession of any of its assets, or make any arrangement, compromise, or composition with any of its creditors. Purchaser is solvent under the laws of the jurisdiction of its organization and able to pay all of its debts as and when they become due and payable.

5.1

Closing

(a)	Subject to the terms and conditions of this Agreement, the Closing will take place remotely via the electronic exchange of documents and signatures on the Closing Date.

(b)

To the extent reasonably requested by a Party, original documents will be exchanged by the Parties as quickly as possible following the Closing Date, provided however that the share certificates representing the Corporation Shares endorsed for transfer to Purchaser shall be delivered at the Closing.

5.2	Closing Deliverables

(a)	At the Closing, Vendor and Purchaser shall each deliver a direction to the Escrow Agent directing the Escrow Agent to deliver the Deposit to Vendor.

(b)	At or prior to the Closing, Vendor shall deliver or cause to be delivered to Purchaser:

(i)

the Closing Statement, at the time set forth in Section 2.2(b);

(ii)

the 5% GORR Agreement, duly executed by Vendor Subsidiary;

(iii)

the Call Agreement, duly executed by Vendor Subsidiary;

(iv)

the Section 116 Certificate, or in the alternative, the Withholding Tax Escrow Agreement, duly executed by Vendor;

(v)

the Transaction Documents provided for by this Agreement to which Vendor is party, duly executed by Vendor;

(vi)

the certificate to be delivered pursuant to Section 6.2(c) in the form attached hereto as Exhibit A, duly executed by Vendor;

(vii)

a certified copy of resolutions duly passed by the board of directors of Vendor approving this Agreement and the consummation of the Contemplated Transactions;

(viii)

original share certificates evidencing the Corporation Shares, duly endorsed in blank or with stock powers duly executed by Vendor, in proper form for transfer;

(ix)

an assignment agreement for the Vendor Promissory Note, duly executed by Vendor and acknowledged by the Corporation;

(x)

evidence satisfactory to Purchaser that the Pre-Closing Reorganization has been effected in compliance with Schedule C;

(xi)

a certificate of status issued by the Government of Alberta certifying that the Corporation is valid and subsisting and in good standing with respect to the filing of annual returns

(xii)

certified resolutions duly passed by the board of directors of the Corporation approving the consummation of the Contemplated Transactions;

(xiii)

certified minutes of the meeting of holders of common stock of Vendor reflecting receipt of the Vendor Approval;

(xiv)

resignations and mutual releases of each director and officer of the Corporation in the form attached hereto as Exhibit B;

(xv)

a receipt for the Closing Payment, duly executed by Vendor;

(xvi)

the corporate records, financial books, minute books, books of account and other records of the Corporation; and

(xvii)

all such other documents and instruments as Purchaser may reasonably require or which are contemplated in this Agreement to be delivered to Purchaser at Closing.

(c)	At the Closing, Purchaser shall deliver or cause to be delivered to Vendor:

(i)

the Closing Payment pursuant to Section 2.2(b)(i);

(ii)

the 5% GORR Agreement, duly executed by the Corporation pursuant to Section 2.2(b)(iii);

(iii)

the Call Agreement, duly executed by the Call Affiliate pursuant to Section 2.2(b)(iv);

(iv)

the Transaction Documents to which Purchaser is a party, duly executed by Purchaser;

(v)

the certificate to be delivered pursuant to Section 6.3(c) in the form attached hereto as Exhibit A, duly executed by an officer of Purchaser;

(vi)

an assignment agreement for the Vendor Promissory Note, duly executed by Purchaser;

(vii)

a certified copy of resolutions duly passed by the board of directors of Purchaser approving this Agreement and the consummation of the Contemplated Transactions;

(viii)

a receipt for the Corporation Shares, duly executed by Purchaser; and

(ix)

all such other documents and instruments as Vendor may reasonably require or which are contemplated in this Agreement to be delivered to Vendor at Closing.

6.1	Mutual Conditions

(a)	No Proceeding. No Proceeding instituted by any Governmental Authority in any jurisdiction which seeks to prevent or enjoin in any respect the Contemplated Transactions shall have been commenced and be continuing;

(b)	No Legal Restraint. No Legal Restraint or Law shall be in effect preventing the Contemplated Transactions;

(c)	Governmental Approvals. All Governmental Approvals set forth in Section 1.1 of the Disclosure Letter shall have been obtained; and

(d)	Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been consummated as set out in Schedule C, as may be amended in accordance with Section 8.7(b) of this Agreement.

6.2	Purchaser's Conditions

(a)

Truth and Accuracy of Representations and Warranties. The (i) Vendor Fundamental Representations shall be true and correct in all material respects (except for those representations and warranties that expressly relate to an earlier or a particular date, which shall be true and correct in all material respects), and (ii) other representations and warranties of Vendor contained in Section 4.1 and Section 4.2 respectively shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of the Closing Date (except for those representations and warranties that expressly relate to an earlier or a particular date, which shall be true and correct in all respects as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct (without giving effect to any qualification contained therein as to materiality or a Material Adverse Effect) has not had a Material Adverse Effect;

(b)	Performance of Covenants. Vendor shall have performed in all material respects the obligations contained in this Agreement and in each of the Transaction Documents which are required to be performed by Vendor at or before the Closing;

(c)	Officer's Certificate. Purchaser shall have received a certificate signed by an authorized officer of Vendor, certifying that the conditions specified in Section 6.2(a) and Section 6.2(b) have been satisfied in respect of Vendor;

(d)	Closing Documents.  Purchaser shall have received delivery of all the Closing Documents which Vendor is required to deliver pursuant to Section 5.2(b); and

(e)	No Material Adverse Effect. No Material Adverse Effect will have occurred from the date of this Agreement to the Closing Date.

6.3	Vendor's Conditions

(a)

Truth and Accuracy of Representations and Warranties. The representations and warranties of Purchaser contained in Section 4.4 shall be true and correct in all material respects (without giving effect to any qualification contained therein as to materiality or a Purchaser Material Adverse Effect) as of the Closing Date with the same effect as though made at and as of the Closing Date (except for those representations and warranties that expressly relate to an earlier or a particular date, which shall be true and correct in all respects as of such date);

(b)	Performance of Covenants. Purchaser shall have performed in all material respects the obligations contained in this Agreement and in each of the Transaction Documents which are required to be performed by Purchaser at or before the Closing;

(c)	Officer's Certificate. Vendor shall have received a certificate signed by an authorized officer of Purchaser certifying that the conditions specified in Section 6.3(a) and Section 6.3(b) have been satisfied;

(d)	Vendor Approval. The Vendor Approval shall have been received;

(e)	Payment.  The Closing Payment shall have been paid to Vendor by Purchaser in accordance with this Agreement; and

(f)	Closing Documents. Vendor have received delivery of all the Closing Documents which Purchaser is required to deliver pursuant to Section 5.2(c).

6.4	Frustration of Closing Conditions

7.1	Termination Events

(a)	by the mutual written agreement of the Parties;

(b)

by Vendor if Purchaser has breached any of its representations, warranties or failed to perform any of its covenants or other agreements contained in this Agreement or in any of the other Transaction Documents, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 6.1 or Section 6.3, and (ii) (x) cannot be cured by the Outside Date, or (y) if capable of being cured by the Outside Date, shall not have been cured within thirty (30) days following receipt of written notice from Vendor of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the Outside Date; provided that Vendor shall have no right to terminate this Agreement pursuant to this Section 7.1(b) if Vendor is then in material breach of any of its representations or warranties or has materially failed to perform any of its covenants or other agreements in this Agreement or in any of the other Transaction Documents;

(c)

by Purchaser if Vendor has breached any of its representations or warranties or failed to perform any of its covenants or other agreements contained in this Agreement or in any of the other Transaction Documents, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 6.1 or Section 6.2, and (ii) (x) cannot be cured by the Outside Date, or (y) if capable of being cured by the Outside Date, shall not have been cured within thirty (30) days following receipt of written notice from Purchaser of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the Outside Date; provided that Purchaser shall have no right to terminate this Agreement pursuant to this Section 7.1(c) if Purchaser is then in material breach of any of its representations or warranties or has materially failed to perform any of its covenants or other agreements in this Agreement or in any of the other Transaction Documents;

(d)

by either Vendor or Purchaser if (i) any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment due to (x) the final and non-appealable entry of any Order preventing or enjoining the Contemplated Transactions, or (y) the final and non-appealable entry of any Legal Restraint preventing the Contemplated Transactions, or (ii) the Closing has not occurred (other than through the failure of the Party seeking to terminate this Agreement pursuant to this Section 7.1(d) to comply with its obligations under this Agreement) on or before the Outside Date; or

(e)

by Vendor, prior to receipt of the Vendor Approval, if the board of directors of Vendor resolves to withdraw, amend, modify or qualify, in a manner adverse to Purchaser, its approval or recommendation of the Agreement or the Contemplated Transactions (a "Change in Recommendation") with respect to a Superior Proposal, or resolves to authorize Vendor or the Corporation to enter into a definitive agreement with respect to a Superior Proposal, in each case in accordance with Section 9.3(a); provided that in all cases, Vendor is, and has at all relevant times been, in compliance in all material respects with Article 9 and that prior to or concurrent with such termination, Vendor pays the Break Fee in accordance with Section 2.3. For clarity, a termination by Vendor under this Section 7.1(e) shall not constitute a breach or Willful Breach. Notwithstanding anything else in this Agreement, following a termination effected in compliance with this Section 7.1(e), the Break Fee and return of the Deposit and interest shall be Purchaser’s sole and exclusive remedy arising from that permitted termination and the compliant actions leading to it. This limitation shall not release liability for any independently actionable Willful Breach, including a Willful Breach of the non-solicitation obligations above.

7.2	Effect of Termination

8.1	Efforts of the Parties

(a)

Upon the terms and subject to the terms and conditions herein provided, each of the Parties shall use commercially reasonable efforts to, as promptly as possible, take, or cause to be taken, all action and to do, or cause to be done, all things necessary under applicable Laws or otherwise proper and advisable to consummate and make effective the Contemplated Transactions, including:

(i)

to comply promptly with all legal requirements which may be imposed on it in connection with the Contemplated Transactions (which actions shall include, furnishing all information required by applicable Law in connection with obtaining the Governmental Approvals);

(ii)

to give notice to and make filings with all applicable Third Parties in order to obtain the Third Party Consents;

(iii)

to effect all registrations and filings with Governmental Authorities required under any Law applicable to such Party or any of its Affiliates in connection with this Agreement and the Contemplated Transactions or the taking of any related action contemplated by this Agreement and the Contemplated Transactions; and

(iv)

to execute and deliver any additional agreements or instruments reasonably necessary to consummate the Contemplated Transactions and give effect to the purposes of this Agreement,

(b)

The Parties shall use commercially reasonable efforts to give notices to, make filings with or obtain any consent, authorization or approval of any public or private Third Party  or Governmental Authority that may be or become necessary, proper or advisable for the applicable Party's execution and delivery of this Agreement or any other Transaction Document and the performance of its obligations pursuant to this Agreement and the other Transaction Documents, including the Third Party Consents and Governmental Approvals; provided, however that notwithstanding the foregoing, Purchaser shall be required to pay or post any required fees, guarantees or security deposits to any Third Party or Governmental Authority from whom consent, authorization or approval is requested in connection with the Contemplated Transactions, including the Third Party Consents and Governmental Approvals, within five (5) Business Days of such request.

8.2	Update of Schedules

(a)

supplement or amend the Disclosure Letter with respect to (i) the issuance of the Corporation Shares following the Pre-Closing Reorganization, if required, and (ii) any event, development, occurrence or non-occurrence of an event which has occurred or which Vendor's becomes aware of after the date hereof and prior to the Closing Date, provided that such event is permitted by Section 8.5; and

(b)

shall promptly provide notice to Purchaser of any event that has occurred that with or without notice or lapse of time or both would constitute a material breach or default (whether by lapse of time or notice or both) by Vendor under the Transaction Documents or any fact or circumstance that would reasonably be expected to make the satisfaction of any condition in Article 6 impossible or unlikely,

8.3	Tax Matters

(a)

Vendor shall cause to be prepared for filing by the Corporation all Tax Returns that the Corporation is required to file after the Closing Date for any Pre-Closing Tax Period. Purchaser shall cooperate with Vendor to enable it to cause to be prepared all Tax Returns that are to be prepared pursuant to this Section 8.3(a). Such Tax Returns shall be complete and accurate and, to the extent permitted by applicable Law: (i) shall be prepared on a basis consistent with the past practices and procedures of the Corporation; (ii) shall reflect any amounts deductible on account of Vendor's Transaction Expenses or the release and discharge of Indebtedness; and (iii) shall maximize any discretionary deductions (without creating a loss). Vendor shall provide to Purchaser for its review and approval, acting reasonably, a draft of such Tax Returns no later than thirty (30) days, in the case of an income Tax Return, and ten (10) days, in the case of any other Tax Return, prior to the due date for filing such Tax Return with the appropriate Governmental Authority. Purchaser shall notify Vendor in writing within  ten (10) days in the case of an income Tax Return, and within five (5) days in the case of any other Tax Return, after delivery of such Tax Return if Purchaser has any reasonable comments with respect to items set forth in such Tax Return, which Vendor shall consider in good faith but shall not be required to incorporate.

(b)

Vendor shall cause to be prepared for filing by the Corporation, complete and accurate Straddle Period Tax Returns for each Straddle Period of the Corporation on a basis consistent with past practices and procedures of the Corporation subject to applicable Law, provided that Purchaser and Vendor agree to take commercially reasonable actions to ensure that the amount of Taxes attributable to the Pre-Closing Tax Period shall be calculated as follows: (i) in the case of any Taxes that are based upon or measured by income, receipts, profits or wages, that are imposed in connection with the sale or other transfer of property or services, or that are required to be withheld or collected, the amount of such Taxes that are attributable to the Pre-Closing Tax Period shall be determined on the basis of a closing of the books as of the end of the day prior to the Closing Date, except that any amounts deductible as Vendor's Transaction Expenses or due to the release and discharge of Indebtedness shall be allocated to the Pre-Closing Tax Period; and (ii) in the case of other Taxes, the amount of such Taxes that are attributable to the Pre-Closing Tax Period shall equal the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period through and including the day prior to the Closing Date, and the denominator of which is the total number of days in the taxable period. Vendor shall provide to Purchaser for its review and approval, acting reasonably, a draft of such Tax Returns no later than thirty (30) days, in the case of an income Tax Return, and ten (10) days, in the case of any other Tax Return, prior to the due date for filing such Tax Return with the appropriate Governmental Authority. Purchaser shall notify Vendor in writing within fifteen (15) days in the case of an income Tax Return, and within five (f) days in the case of any other Tax Return, after delivery of such Tax Return if it has any reasonable comments with respect to items set forth in such Tax Return.

(c)

None of Purchaser nor any of its Affiliates shall (or shall cause or permit the Corporation to) without the prior written consent of Vendor: (i) amend, refile or otherwise modify any Tax Return or make any Tax election relating in whole or in part to the Corporation with respect to any Pre-Closing Tax Period, or (ii) make or initiate any voluntary contact with any Taxing authority relating in whole or in part to the Corporation with respect to any Pre-Closing Tax Period, provided that such consent shall not be unreasonably withheld, conditioned or delayed where such amendment, refiling, election or contact is required to mitigate, contest or defend any Tax liability for which Vendor is responsible under Article 9.

(d)

If the Corporation receives any refund of Taxes (including any interest thereon) in respect of any Pre-Closing Tax Period which is not accounted for in the settlement of Closing Working Capital, Purchaser will promptly pay such amount to Vendor as Vendor may direct in writing. Any payment made pursuant to this Section 8.3(d) will be treated as an adjustment to the Purchase Price for all purposes unless otherwise required by Law.

(e)

Purchaser and Vendor shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing or preparation of Tax Returns and any material audit, litigation or other Proceeding related to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information that are reasonably relevant to any such Tax Return, audit, litigation or other Proceeding and making employees available during regular business hours on a reasonable and mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser shall retain any and all documents and data that it may reasonably be required to provide to Vendor under this Section 8.3(e) for a period of seven years following Closing. Vendor shall be entitled (at its own expense and cost) to require Purchaser to arrange for the transfer or reproduction of such documents and data.

(f)

If it is determined following the Closing that the Corporation has made an excessive eligible dividend designation (as defined in subsection 89(1) of the Tax Act) in respect of any period ending on or before the Closing Time, Vendor shall concur in the making of an election under subsection 185.1(2) of the Tax Act, and Purchaser shall cause such election to be made by the Corporation (or any Successor thereto) in the manner and within the time prescribed by subsections 185.1(2) and 185.1(3) of the Tax Act.

(g)	If Vendor or Purchaser determines, or becomes aware that

(i)

an "advisor" (as defined under subsection 237.3(1) of the Tax Act) has determined, that the transactions contemplated by this Agreement (or the series of transactions for purposes of the Tax Act that includes the transactions contemplated by this Agreement) are subject to a reporting requirement under section 237.3 of the Tax Act, including as a result of legislative amendments to the Tax Act to be enacted following Closing, or

(ii)

the transactions contemplated by this Agreement are, or may be, required to be disclosed or reported by a tax advisor, legal advisor, accounting advisor, financial advisor or other representative of either party to the Internal Revenue Service as a "reportable transaction" within the meaning of Treasury Regulations Section 1.6011-4 or any successor provision,

(h)	The Parties agree that no portion of the Purchase Price shall be allocable to any covenant contained in this Article 8.

8.4	Access, Information and Documents

(a)

From the date hereof until the Closing, upon reasonable advance notice from Purchaser, the Corporation shall permit Purchaser and its authorized representatives to have reasonable access, during regular business hours, to the assets, facilities, personnel, Contracts, books and records and other documents and data relating to the Corporation and the Corporation's Assets; provided, however, that (i) no such access (or related activities or investigations) shall unreasonably interfere with the Corporation's normal operation of its businesses, and (ii) access to personnel of the Corporation shall be subject to the prior approval of the Corporation as to the scope and duration of such access and the specific personnel involved, such approval not to be unreasonably withheld, conditioned or delayed.

(b)	Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed to permit Purchaser or its Affiliates and representatives to:

(i)

have access to any files, records, contracts or documents of the Corporation, Vendor or any of its Affiliates relating to (A) the Corporation, Vendor or any of their respective Affiliates' inter-company or intra-company pricing information, internal transfer prices or inventory valuation procedures and records, (B) the negotiation or drafting of the Transaction Documents, (C) particular terms of any Contracts to the extent that disclosure of such terms, in the reasonable judgment of Vendor, could risk violating any antitrust or similar applicable Law, or (D) information that is subject to confidentiality restrictions or attorney-client or other legal privilege; or

(ii)

conduct any physical or invasive inspections, investigations, tests or assessments, or any environmental tests, including any sampling or other invasive investigation of the soil, water, air, soil gas, surface water, groundwater, building materials or other environmental media at any property of the Corporation or its Affiliates or related to the Corporation's Assets.

(c)

Purchaser shall ensure that the access permitted pursuant to this Section 8.4 will be solely in connection with the Contemplated Transactions. During such access, Purchaser and its Affiliates and representatives shall comply with the Corporation's applicable policies and procedures, including any policies adopted by the Corporation in connection with any epidemic, pandemic or other outbreak of illness (including any Public Health Measures). If, at any time, the Corporation believes that any representative of Purchaser has not complied with such applicable policies and procedures, then the Corporation may immediately terminate such representative's access. Purchaser shall indemnify and hold harmless the Corporation, Vendor and their respective Affiliates from and against all Losses which arise out of or result from Purchaser's or its Affiliates' and representatives' site visits and access to any property of the Corporation or its Affiliates, except to the extent arising from or relating to the Corporation, Vendor or any of their respective Affiliates' gross negligence or willful misconduct.

(d)

Purchaser and its Affiliates and representatives shall not, prior to the Closing, contact any customer, vendor, supplier, lessor or employee of, or any other Person having business dealings with, the Corporation with respect to the Corporation's Assets or with respect to any aspect of the Contemplated Transactions, except where it has received the prior written consent of the Corporation. Notwithstanding the foregoing, this Section 8.4(d) shall not limit or otherwise restrict Purchaser or its Affiliates and representatives from contacting or having business dealings with any such Person with whom Purchaser or such Affiliate has or may have business dealings, so long as such contact or business dealings relate to Purchaser's or its Affiliates' operation of their respective businesses and not to the Corporation or Vendor's business dealings with such Person with respect to the Corporation, the Corporation's Assets or with respect to any aspect of the Contemplated Transactions.

8.5	Conduct of the Corporation's Business

(a)	Vendor shall cause the Corporation to conduct its business in the ordinary course in all material respects;

(b)	Vendor shall cause the Corporation to maintain its corporate records, financial books, minute books, books of account and other records of the Corporation in the Ordinary Course of Business;

(c)

Vendor shall cause the Corporation to not cancel or terminate the Corporation's Insurance Policies or lapse any of the coverage thereunder, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing providing coverage equivalent to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect and shall pay all premiums in respect of such insurance policies that become due prior to the Closing Date and Vendor shall act reasonably to consult with Purchaser with respect to all such matters prior to taking any action in respect thereof;

(d)	Vendor shall recommend the approval of the Contemplated Transactions by the shareholders of Vendor; and

(e)	Vendor shall not permit the Corporation to:

(i)

voluntarily incur, create or assume any Encumbrance with respect to any of the Corporation's Assets other than Permitted Encumbrances;

(ii)

acquire, dispose of or fail to maintain any material asset used in connection with the Corporation's business other than in the Ordinary Course of Business;

(iii)

terminate, suspend, amend or modify in any material respect, any Permit related to the Corporation's business, except (A) as required by applicable Law or a Governmental Authority, or (B) in the Ordinary Course of Business;

(iv)

authorize or effect any amendment to or change the organizational documents of the Corporation, except for such amendments or changes to the composition of the officers, directors or managers of the Corporation in order to effect the Pre-Closing Reorganization and as set forth in Section 8.5 of the Disclosure Letter;

(v)

issue, authorize the issuance of or consent to the issuance of any equity interests or grant any options, warrants, or other rights to purchase or obtain any of its equity securities or issue, sell or otherwise dispose of any of its equity securities or redeem, repurchase or otherwise acquire any securities of the Corporation;

(vi)

make any capital expenditures or incur any obligations or liabilities in connection with any capital expenditures that, in each case, individually or in the aggregate, would exceed two hundred and twenty thousand dollars ($220,000) other than capital expenditures or authority for expenditures that are set forth in Section 8.5 of the Disclosure Letter;

(vii)

waive, release, assign, settle or compromise any Claim, in an aggregate amount that exceeds two hundred and twenty thousand dollars ($220,000);

(viii)

except for the Vendor Promissory Note or Indebtedness incurred in connection with intercompany loans that will be satisfied as part of the Pre-Closing Reorganization, incur any Indebtedness for borrowed money or except for the issuance of shares issued pursuant to the Pre-Closing Reorganization that will be sold to Purchaser provided that Closing occurs, deliver or sell or propose the issuance, delivery or sale of any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind or issue or authorize issuance of any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for the obligation of any Person other than as may occur by operation of the Title Documents;

(ix)

modify in any material respects any payment terms (including the level of pricing of services and products) with any customers or suppliers pursuant to any Material Contracts existing on the date of this Agreement or Contract entered into prior to the Closing in compliance with this Agreement that would be a Material Contract if such Contract was in existence as of the date of this Agreement;

(x)

increase in any manner the compensation or benefits of, or pay any bonus to, any employee, officer, director, or independent contractor of the Corporation, except for such increases or bonuses that were disclosed to Purchaser prior to the date of this Agreement;

(xi)

enter into Derivative Transactions;

(xii)

agree to take any of the foregoing actions; or

(xiii)

make, change or revoke any Tax election, file any amended Tax Return, settle or compromise any material Tax liability, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Taxes, adopt or change any method of accounting for Tax purposes or Tax accounting period, initiate any voluntary disclosure with, or request any ruling from, any Governmental Authority in respect of Taxes, or  incur any material amount of Tax outside the Ordinary Course of Business.

8.6	No Liability on Vendor

8.7	Pre-Closing Reorganization; Termination of Intercompany Arrangements

(a)	On or prior to the Closing Date and in any event prior to the Effective Time, Vendor and the Corporation shall, and shall cause certain of their respective Affiliates to, consummate the Pre-Closing Reorganization as set forth in Schedule C (the "Pre-Closing Reorganization Steps").

(b)

Vendor and the Corporation shall not modify the Pre-Closing Reorganization Steps and shall not, and shall cause their respective Affiliates not to, enter into any transaction on terms and conditions different from those set out in the Pre-Closing Reorganization Steps, in each case, without Purchaser's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

(c)

Except for this Agreement and the Vendor Promissory Note, Vendor and the Corporation shall terminate all Contracts between the Corporation and one or more of Vendor, any Affiliates of Vendor (other than the Corporation) and any related party of Vendor and its Affiliates (each, an "Interested Party") with effect on or prior to the Closing Date, including but not limited to any of the Corporation's Benefit Plans that are provided or offered by Vendor or its Affiliates for the benefit of Employees or Contractor (other than those Corporation's Benefit Plans provided and administered entirely by the Corporation), such that each such Contract shall be of no further force or effect immediately following the Closing, in each case without any remaining liability of any kind or nature on the part of the Corporation, Purchaser, or any of their respective Affiliates to any Interested Party as a result of or in connection with such Contract (including the termination of such Contract).

8.8	Confidentiality

(a)

Purchaser acknowledges that the information being provided to it in connection with the Contemplated Transactions and the other transactions contemplated hereby is subject to the terms of that certain confidentiality agreement between Purchaser and Vendor, dated as of January 26, 2026 (the "Confidentiality Agreement"), the terms of which are incorporated herein by reference in their entirety and shall survive the Closing. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to the Corporation and the Corporation's Assets; provided, however, that Purchaser acknowledges that its obligations of confidentiality and non-disclosure with respect to any and all other information provided to it by or on behalf of the Corporation, Vendor or any of their Representatives, concerning Vendor (other than solely with respect to the Corporation and the Corporation's Assets) shall continue to remain subject to the terms and conditions of the Confidentiality Agreement (but subject to the term therein), any termination of the Confidentiality Agreement that has or would otherwise occur notwithstanding, and that Vendor may enforce the Confidentiality Agreement against Purchaser.

(b)

Vendor hereby agrees with Purchaser that it shall not, and shall not permit its Affiliates or their respective Representatives and agents to disclose, at any time during the period of time beginning on the Closing Date and ending on the first anniversary of the Closing Date, directly or indirectly, without the prior written consent of Purchaser, to any Third Party any confidential or proprietary information included in the Corporation's Assets ("Confidential Business Information"); provided, however, that the term Confidential Business Information will not include any information:

(i)

that becomes available to Vendor, an Affiliate of Vendor or any of their respective Representatives from and after the Closing, from a Third Party source that is not known by Vendor to be under any obligations of confidentiality in respect of such information;

(ii)

that is or becomes generally available to, or known by, the public (other than as a result of disclosure in violation hereof); or

(iii)

that is or was derived independently by Vendor, an Affiliate of Vendor or any of their respective Representatives without use of Confidential Business Information.

9.1	Non-Solicitation

(a)

Except as expressly provided by this Article 9, Vendor shall, and shall cause Octavian and Barnwell to, immediately cease and cause to be terminated all existing discussions or negotiations (including, without limitation, through any of its Representatives, if any, with any Third Parties (other than Purchaser) initiated before the date of this Agreement with respect to any Acquisition Proposal and shall discontinue providing access to any of its confidential information and not allow or establish further access to any of its confidential information, or any data room, virtual or otherwise and shall (pursuant to and in accordance with each applicable confidentiality agreement) promptly request, and exercise all rights it has to require the return or destruction of all information provided to any Person in respect of any inquiry proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(b)	Except as expressly provided by this Article 9, Vendor shall not, and shall cause Octavian and Barnwell to not, directly or indirectly, do, or authorize or permit any of its respective Representatives to do, any of the following:

(i)

solicit, assist or knowingly facilitate, initiate or encourage or take any action to solicit or knowingly facilitate, initiate, entertain or encourage any Acquisition Proposal, or engage in any communication regarding the making of any proposal or offer that constitutes or may constitute or may reasonably be expected to lead to an Acquisition Proposal, including, without limitation, by way of furnishing information;

(ii)

withdraw or modify, or propose to withdraw or modify, in any manner adverse to Purchaser, the approval of the Contemplated Transactions by the board of directors of Vendor or the recommendation of the board of directors of Vendor that the shareholders approve the Contemplated Transactions;

(iii)

enter into or participate in any negotiations or any discussions regarding an Acquisition Proposal, or furnish or provide access to any information with respect to its securities, business, properties, operations or conditions (financial or otherwise) in connection with or in furtherance of an Acquisition Proposal, or otherwise cooperate in any way with, or assist or knowingly participate in, facilitate or encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing; or

(iv)

accept, recommend, approve, agree to, endorse or propose publicly to accept, approve recommend, agree to or endorse or take no position or remain neutral with respect to, any Acquisition Proposal.

(c)

Vendor covenants and agrees that Vendor shall, and shall cause Octavian and Barnwell to: (i)take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement or covenant to which Vendor, Octavian, Barnwell or the Corporation is a party; and (ii) not release, any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Vendor, Octavian, Barnwell and / or the Corporation, as applicable, under any confidentiality agreement, standstill, non-disclosure, use, business purposes or similar agreement or covenant to which Vendor, Octavian, Barnwell or the Corporation is a party, without the prior written consent of Purchaser (which may be withheld or delayed in Purchaser's sole and absolute discretion) (it being acknowledged by Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 9.1(c). Notwithstanding the foregoing, prior to obtaining the Vendor Approval, Vendor may waive or decline to enforce a standstill or similar restriction solely to the extent necessary to permit a Person to make a confidential Acquisition Proposal to the board of directors of Vendor if that board determines in good faith, after consultation with outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under Delaware law. Vendor shall promptly notify Purchaser of any such waiver or non-enforcement. No such waiver or non-enforcement shall permit solicitation otherwise prohibited by this Article 9.

(d)

If, after the date of this Agreement, Vendor, Octavian, Barnwell, the Corporation or any of their respective Representatives, receives any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute an Acquisition Proposal, or any request for copies of, or access to, or disclosure of, confidential information relating to the Corporation (including information, access or disclosure relating to the properties, facilities, books or records of the Corporation) in connection with an Acquisition Proposal, Vendor shall, notwithstanding any confidentiality terms set out in the Acquisition Proposal, promptly notify Purchaser, at first orally, and then, within twenty-four (24) hours, in writing of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and a copy of any written Acquisition Proposal. Vendor shall keep Purchaser informed of the status of developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

9.2	Responding to an Acquisition Proposal

(a)	may contact the Person making such Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal;

(b)	may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to, or disclosure of, information, properties, facilities, books or records of the Corporation, if and only if, in the case of this Section 9.2(b):

(i)

the board of directors of Vendor first determines in good faith, after consultation with its financial advisors and outside legal counsel, that: (A) failure to take such action would be inconsistent with its fiduciary duties under Delaware law; and (B) such unsolicited Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal;

(ii)

such Person was not restricted from making the Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with Vendor or the Corporation, other than a restriction waived or not enforced in accordance with Section 9.1(c);

(iii)

Vendor has been, and continues to be, in compliance with its obligations under this Article 9;

(iv)

before providing any such copies, access or disclosure, Vendor enters into a confidentiality and standstill agreement with such Person that contains a "market" standstill provision and is otherwise on terms that are no less favourable to Vendor than those found in “market” confidentiality and standstill agreements, provided that such agreement shall not prohibit Acquisition Proposals to the board of directors of Vendor or prevent Vendor from complying with this Article 9, and any such copies, access or disclosure provided to such Person shall have been (or simultaneously be) provided to Purchaser; and

(v)

before providing any such copies, access or disclosure, Vendor provides Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 9.2(b)(iv); and

(c)

must comply, to the extent applicable, with Rules 14d-9 and 14e-2(a) under the United States Securities Exchange Act of 1934, as amended, and other applicable United States securities Laws, and make appropriate disclosure to its shareholders. Notwithstanding anything to the contrary in this Agreement, Vendor may at any time make any disclosure required by applicable Law or that its board of directors determines in good faith, after consultation with outside legal counsel, is necessary to comply with its fiduciary duties under Delaware law. A factual disclosure of the receipt of an Acquisition Proposal and the operation of this Article 9, or a "stop, look and listen" communication of the type contemplated by Rule 14d-9(f), shall not, in and of itself, constitute a Change in Recommendation. Any Change in Recommendation with respect to a Superior Proposal remains subject to Section 9.3(a).

9.3	Responding to a Superior Proposal

(a)

If Vendor or the Corporation receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Vendor Approval, the board of directors of Vendor may, or may cause Vendor to, make a Change in Recommendation and accept, recommend, approve or enter into a definitive agreement to implement such Superior Proposal, if and only if:

(i)

Vendor has been, and continues to be, in compliance in all material respects with its obligations under this Article 9;

(ii)

Vendor or its Representatives have delivered to Purchaser a written notice of the determination of the board of directors of Vendor that it has received a Superior Proposal and of the intention to accept, recommend, approve or enter into a definitive agreement to implement such Superior Proposal, including a notice as to the value in financial terms that the board of directors has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (the "Superior Proposal Notice");

(iii)

Vendor or its Representatives have provided Purchaser with a copy of any proposed definitive agreement for the Superior Proposal;

(iv)

at least five (5) Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which Purchaser received the Superior Proposal Notice and the date on which Purchaser received a copy of the definitive agreement (if any) for the Superior Proposal;

(v)

after the Matching Period, Vendor's board of directors has determined, in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Contemplated Transactions as proposed to be amended by Purchaser under Section 9.4) and that failure to take the proposed action would be inconsistent with its fiduciary duties under Delaware law; and

(vi)

prior to or concurrently with making a Change in Recommendation or entering into a definitive agreement with respect to a Superior Proposal, Vendor terminates this Agreement pursuant to Section 7.1(e) and pays the Break Fee pursuant to Section 2.3.

(b)

If Vendor provides a Superior Proposal Notice to Purchaser after a date that is less than ten (10) Business Days before Vendor's shareholder meeting, Vendor shall be entitled to, and shall upon request from Purchaser, postpone the Vendor's shareholder meeting to a date that is not more than 10 Business Days after the scheduled date of the Vendor's shareholder meeting (and, in any event, prior to the Outside Date), subject to applicable Law and Vendor's organizational documents. Vendor shall not hold the vote to obtain Vendor Approval before the expiration of any Matching Period then in effect and the completion of the determinations required by Section 9.3(a)(v).

(c)

The Vendor's board of directors shall, subject to Section 9.2(c), promptly reaffirm its recommendation in favour of the Contemplated Transactions by news release after any Acquisition Proposal which board of directors has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the board of directors determines that a proposed amendment to the terms of this Agreement as contemplated under Section 9.4 would result in an Acquisition Proposal no longer being a Superior Proposal. Vendor shall provide Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such news release and shall make all reasonable amendments to such news release as requested by Purchaser and its counsel.

9.4	Right to Match

(a)

During the Matching Period, or such longer period as Vendor may approve (in its sole discretion) in writing for such purpose: (i) the board of directors of Vendor shall review any offer made by Purchaser to amend the terms of this Agreement and the Contemplated Transactions in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) if Purchaser proposes to amend the terms of the transactions contemplated by this Agreement, Vendor shall negotiate in good faith with Purchaser to make such amendments to the terms of this Agreement and the Contemplated Transactions as would enable Purchaser to proceed with the Contemplated Transactions on such amended terms. If, as a consequence of the foregoing, the board of directors of Vendor determines that such Acquisition Proposal would cease to be a Superior Proposal, Vendor shall promptly so advise Purchaser and Vendor and Purchaser shall amend this Agreement to reflect such offer made by Purchaser and shall take or cause to be taken all such actions as are necessary to give effect to the foregoing.

(b)

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by Vendor or other material terms or conditions thereof shall constitute a new Acquisition Proposal for purposes of Section 9.3(a)(iv) and this Section 9.4 and Purchaser shall be afforded a new five (5) Business Day Matching Period from the date on which Purchaser received the Superior Proposal Notice with respect to the new Superior Proposal from Vendor.

10.1

Survival

(a)	subject to Section 9.1(c), for an Indemnification Claim relating to the representations and warranties contained herein, twelve (12) months from the Closing Date;

(b)

subject to Section 9.1(c), for an Indemnification Claim relating to all covenants and agreements of the Parties contained herein and in each of the Transaction Documents, until such covenants and agreements are fully performed or for the period explicitly specified herein or therein; provided, however, that any covenants and agreements that are to be performed pursuant to their terms at or prior to the Effective Time shall survive the Closing until the date that is twelve (12) months from the Closing Date and shall thereafter terminate; and

(c)

for all representations, warranties, covenants and indemnities relating to Taxes (including Section 116 matters and the Pre‑Closing Reorganization), the expiry of the applicable limitation period (including any extension, waiver or reassessment thereof) under applicable Tax Laws, excepting all representations, warranties, covenants and indemnities relating to section 116 of the Tax Act, which shall expire five (5) years from the Closing Date.

10.2	Indemnification by Vendor

(a)	any breach of the representations and warranties made by Vendor in this Agreement or in any other Transaction Document;

(b)	any breach or non-fulfillment of any covenant, obligation or agreement of Vendor in this Agreement or any other Transaction Document;

(c)

any Taxes of the Corporation in respect of any Pre-Closing Tax Period, other than Taxes that are included as Current Liabilities in the calculation of the Closing Working Capital, after giving effect to and taking into account any Tax Attributes of the Corporation in existence at the commencement of the Closing Date that could reduce or offset Taxes, income or taxable income in respect of a Pre-Closing Tax Period;

(d)	the Pre-Closing Reorganization; or

(e)	the Retained Assets.

10.3	Indemnification by Purchaser

(a)	any breach of the representations and warranties made by Purchaser in this Agreement or any other Transaction Document; or

(b)	any breach or non-fulfillment of any covenant, obligation or agreement of Purchaser in this Agreement or any other Transaction Document.

10.4	Certain Limitations

(a)	No claim for indemnification may be asserted against a Party for breach of any representation, warranty, covenant or agreement contained herein or in any of the other Transaction Documents, unless:

(i)

written notice of such claim is received by Vendor or Purchaser, as applicable, within thirty (30) days of the applicable Indemnified Party first becoming aware of the fact, matter or circumstance giving rise to such claim of indemnification, and, in any event, on or prior to the expiration date of any applicable Survival Period; and

(ii)

such written notice sets forth a description in reasonable detail the facts, matters and circumstances giving rise to such claim of indemnification which the Party submitting the claim for indemnification alleges to have occurred, the estimated amount of Losses imposed, incurred, suffered or asserted in connection therewith or arising therefrom, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto.