C E P T A N C E The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by STRIKER ENERGY CORP. DATED at Toronto, Ontario, the _____day of __________________, 2010. STRIKER ENERGY CORP. Per: ____________________ JOSEPH CARUSONE SCHEDULE A-1 CANADIAN QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. The purpose of this Questionnaire is to assure the Company that the Subscriber will meet certain requirements of National Instrument 45-106 ("NI 45-106"). The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Subscriber covenants, represents and warrants to the Company that:
C I T A L S A. Beneficiary has now or will soon hereafter acquire fee title to that certain project located at (the “Property”). The current Owner of the Property is (“Seller”).
E P T A N C E The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Eden Energy Corp. DATED at Vancouver, British Columbia, the ________ day of __________________, 2006 EDEN ENERGY CORP. Per: Authorized Signatory EXHIBIT A THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (VANCOUVER TIME) ON __________________, 2009. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF EDEN ENERGY CORP. incorporated in the State of Nevada THIS IS TO CERTIFY THAT ___________________________________, (the “Holder”) of ________________________________________________________________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of Eden Energy Corp. (hereinafter called the “Company”) on or before 4:30 p.m. (Vancouver time) on __________________, 2009 (the “Expiry Date”) at a price per Share (the “Exercise Price”) of [US$3.25 or US$5.25] on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).
A G R E E M E N T S In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:
W H E R E A S (a) the Joint Venturers have established the existence of diamond bearing ore bodies (including kimberlite pipes and alluvial deposits) within the Argyle mining area and the Ellendale mining area defined in Clause 1 and have carried out certain investigations relating inter alia to the mining and treatment of that ore and the sale of diamonds;
VOETSTOOTS The PROPERTY is sold:
E C I T A L S A. The parties hereto desire to effect a stock sale (the "Stock Sale") pursuant to which Purchaser will purchase from the Sellers one hundred percent of the outstanding common stock (the "Transferred Shares") of Majormatic 167 (Proprietary) Limited (the "Companies"), (the "Company Stock"), to be purchased by Purchaser for the consideration set forth herein. The Transferred Shares represent one hundred percent of the issued and outstanding stock of the Companies.
I T A L S A. The Partnership was formed pursuant to a Certificate of Limited Partnership filed on November 23, 1993 with the Secretary of State of the State of Delaware under the name "ProVest, L.P." and a Limited Partnership Agreement dated November 23, 1993 (the "Original Partnership Agreement").
R E C I T A L S A. The Board of Directors of the Company (the “Board”) recognizes that the possibility of an acquisition of the Company or an involuntary termination can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such an event.
Nigel S Glenday is hereby designated as the Chief Executive Officer and Chief Financial Officer and Josh Goldstein is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.