Financial Condition and Operations. The balance sheets of Borrower as of June 30, 2019, and the related statements of income and, with respect to the period ended June 30, 2019, the related statement of cash flow of Borrower for the fiscal period then ended, copies of which have been furnished to Bank, fairly present in all material respects the financial condition of Borrower as at such date and the results of the operations of Borrower for the period ended on such dates, all in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to normal year-end audit adjustments, and since June 30, 2019, there has been no material adverse change in such condition or operations.

Operations under the Contract. The Farmee Interest has been owned and operated in accordance with good oilfield practice and in compliance in all material respects with all applicable Laws including any laws, international treaties, national, federal, provincial, state or local statutes, the common law, and any codes of law applicable to the Farmee Interest; and Farmor has received no written notice that its ownership and operation of the Farmee Interest violates in any material respects any applicable Laws. Other than as disclosed on [Schedule 6.1(i)], Farmor has not received or given any notice of termination of the Contract and, to Farmor’s knowledge, no event or circumstance exists that, with notice of

Conduct of Joint Operations. During the Interim Period, Farmor shall:

In connection with the operation of the Business, Ultimate Energy owns certain assets, some of which are listed in Schedule "A" hereto, and which include but are not limited to physical inventory and intellectual property, all of which are necessary for the ongoing operations of the Business (the "Assets");

“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Borrower’s ongoing business operations.

The purpose of this form is to obtain information regarding the use or proposed use of hazardous materials at the premises. Prospective tenants should answer the questions in light of their proposed operations at the premises. Existing tenants should answer the questions as they relate to ongoing operations at the premises and should update any information previously submitted. If additional space is needed to answer the questions, you may attach separate sheets of paper to this form.

Ongoing Obligations and Forfeiture of Payments. Gordon acknowledges and agrees that he continues to owe duties pursuant to the terms of the Employment Agreement as stated in [Article 5] and [Article 6] of the Employment Agreement. In the event Gordon may be in breach of any of the provisions of Articles 5 and 6, Gordon agrees that the Employer, subject only to the Company’s obligations pursuant to the Employment Standards Act (British Columbia) if found to be

Cessation of Crude Distillation Operations. If at any time during the term of this Contract, SELLER intends to cease crude distillation operations at either Par East or Par West, then SELLER shall provide [[Organization A:Organization]] with [...] prior written notice of its intention to terminate this Contract in connection with the cessation of crude distillation operations. Upon such notice, either Party may call for renegotiation of this Contract to address such circumstances. The Parties shall enter into renegotiations within [...] after the date of the notice to renegotiate. If the Parties have not reached a mutually satisfactory resolution within [...] days after the date of the notice to renegotiate and crude distillation operations have ceased, then either Party may terminate this Contract.

No material adverse change shall occur with respect to any of the Assets between the date hereof and the Closing Date; provided, however, [[Organization A:Organization]]’s ongoing loss of customers and new installations due to the wind down of [[Organization A:Organization]]’s sales, marketing and business operations shall not be deemed a material adverse change; and

Without limiting the other provisions of this Section 4.5, Purchaser hereby recognizes and acknowledges that the Acquired Companies and/or their Affiliates are subject to the jurisdiction and regulatory authority of the KPSC, WVPSC and FERC, as applicable, and that the Acquired Companies’ and/or their Affiliates’ business operations that are subject to the jurisdictions of the KPSC, WVPSC and FERC are ongoing and are contemplated to continue to be ongoing before and after the Effective Date and regardless of whether or not the Closing occurs. Notwithstanding anything to the contrary in this Section 4.5, nothing in this Section 4.5 is intended to, or has the meaning and purpose of, preventing in any way or degree the Acquired Companies’ or their Affiliates’ normal and ordinary practices and abilities to meet with or have conversations with the KPSC, WVPSC and FERC, as applicable, concerning the Acquired Companies’ or their Affiliates’ ongoing operations that are subject to the jurisdiction of the KPSC, WVPSC or FERC, respectively, separate and apart from the Required Regulatory Approvals, Mitchell Plant Approvals or the Additional Regulatory Filings and Consents. Without limiting the other provisions of this Section 4.5, Purchaser hereby recognizes and acknowledges that the Acquired Companies and/or their Affiliates, in the normal and ordinary course and scope of their meetings and conversations with the KPSC, WVPSC, and FERC concerning the Acquired Companies’ and/or their Affiliates’ ongoing operations, may be asked to discuss the transactions contemplated by this Agreement (including as to the potential effects of such transactions or the transactions contemplated by the Mitchell Plant Approvals on the ongoing operations under discussion) without Purchaser being present or participating in such discussions. In the event of such inquiries by the KPSC, WVPSC or FERC, without Purchaser’s participation in such discussions, Sellers promptly thereafter shall reasonably apprise Purchaser of such inquiries and related discussions concerning the transactions under this Agreement or the Mitchell Plant Approvals and coordinate on an appropriate response to the extent applicable. Sellers agree to provide Purchaser with timely updates as to the status of, and issues raised in, any such proceedings and consider and reflect any reasonable comments by Purchaser in responding to any material inquiry with respect thereto.