Exhibit 10.51


 


Execution Version


 


ESCROW AGREEMENT


 


This Escrow Agreement (the “Escrow
Agreement”), dated this 23rd day of October, 2015 (the “Effective Date”), is entered
into by and among American Eagle Energy Corporation and AMZG, Inc. (together, the “Sellers”), Resource Energy
Can-Am LLC (“Buyer”) and Wells Fargo Bank, National Association, a national banking association, as escrow
agent (“Escrow Agent”). Sellers and Buyer are sometimes referred to herein together as the “Parties”
and individually as a “Party”.


 


RECITALS


 


A.           Sellers
and Buyer are parties to that certain Purchase and Sale Agreement dated as of the Effective Date (as may be amended from time
to time, the “Purchase Agreement”), pursuant to which Sellers have agreed to sell to Buyer, and Buyer has agreed
to purchase from Sellers, the Assets (with capitalized terms used but not otherwise defined herein having the respective meanings
ascribed to such terms in the Purchase Agreement; provided however, that the parties acknowledge the Escrow Agent will not be
responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein).


 


B.          The
Purchase Agreement provides that Three Million Six Hundred Seventy-Five Thousand Dollars ($3,675,000.00) (the “Deposit”)
be deposited by Buyer in escrow on the Effective Date to be held and released by the Escrow Agent in accordance with the terms
of the Purchase Agreement and this Escrow Agreement.


 


C.          In
addition, the Purchase Agreement provides if the Closing (as defined in the Purchase Agreement, the “Closing”)
occurs, Buyer shall be required to deposit One Million Dollars ($1,000,000.00) in a separate account (the “Adjustment
Escrow Amount”) to be held in escrow and released by the Escrow Agent in accordance with the terms of the Purchase Agreement
and this Escrow Agreement.


 


D.         The
Parties acknowledge that the Escrow Agent is not a party to, is not bound by, and has no duties or obligations under, the Purchase
Agreement, that all references in this Escrow Agreement to the Purchase Agreement are for convenience, and that the Escrow Agent
shall have no implied duties beyond the express duties set forth in this Escrow Agreement.


 


In consideration of the promises and agreements
of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties and the Escrow Agent agree as follows:


 




    	 	 	 



     

    

 


Article
1


ESCROW
DEPOSIT


 


Section 1.1.          Receipt
of Escrow Property. 


 


(a)          Upon
execution hereof, Buyer shall deliver to the Escrow Agent the Deposit in immediately available funds and the Escrow Agent shall
send notice to Sellers confirming receipt of the Deposit from Buyer. The Deposit Escrow Property will be held in an escrow account
and distributed in accordance with this Escrow Agreement. For the purposes of this Escrow Agreement, “Deposit Escrow
Property” means the Deposit, together with any investment earnings and income on such amounts (the “Deposit
Escrow Earnings”). The Deposit Escrow Property shall be held in a separate escrow account, designated as “Resource
Energy Can-Am/American Eagle/AMZG Deposit Escrow Account” by the Escrow Agent.


 


(b)          If
the Closing occurs, Buyer, upon written notification to Escrow Agent, shall deliver to the Escrow Agent at the Closing the Adjustment
Escrow Amount in immediately available funds and the Escrow Agent shall send notice to Sellers confirming receipt of the Adjustment
Escrow Amount from Buyer. The Adjustment Escrow Property will be held in an escrow account and distributed in accordance with
this Agreement. For the purposes of this Escrow Agreement, “Adjustment Escrow Property means the Adjustment Escrow
Amount, together with any investment earnings and income on such amounts (the “Adjustment Escrow Earnings”).


 


(c)          The
Deposit Escrow Property and the Adjustment Escrow Property are sometimes referred to herein as the “Escrow Property”
and any investment earnings and income on the Escrow Property is referred to herein as the “Escrow Earnings.”


 


(d)          Subject
to Section 1.5, the Escrow Property and Escrow Earnings will be held by the Escrow Agent in accordance with the terms of this
Agreement and shall not be property of either Buyer or Sellers until released to such party, as the case may be, in accordance
with the terms hereof and the Purchase Agreement.


 


Section 1.2.           Investments.


 


(a)          The
Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Property and any Escrow Earnings as set
forth in Exhibit A attached hereto, or as set forth in any subsequent written instruction signed by both Sellers and Buyer.
The Parties acknowledge that they have received, read and understand the Wells Fargo Money Market Deposit Account Investment
Direction and Disclosure Statement attached hereto as Exhibit A. Any Escrow Earnings shall become part of the Escrow Property,
and the same shall be disbursed in accordance with Section 1.3 of this Escrow Agreement.


 


(b)          The
Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments
or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss
which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The Escrow Agent is hereby
authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual
capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or
for any third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing
investment supervision, recommendations, or advice.


 




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Section 1.3.           Disbursements.


 


(a)          Joint
Distributions. Sellers and Buyer may at any time jointly deliver to the Escrow Agent a certificate in substantially the form
of Exhibit C attached hereto (each a “Joint Release Certificate”) instructing the Escrow Agent to distribute
all or a portion of the Escrow Property. Within two (2) Business Days after the date on which the Escrow Agent receives an executed
Joint Release Certificate, the Escrow Agent shall disburse the portion of the Escrow Property set forth in the Joint Release Certificate
to the persons or accounts designated on such Joint Release Certificate.


 


(b)          Distributions
pursuant to a Judgment. Either Sellers or Buyer may deliver to the Escrow Agent, with a copy to the non-delivering Party,
a certified copy of a final non-appealable judgment of a court of competent jurisdiction (a “Judgment”) awarding
all or any part of the Escrow Property to Sellers or Buyer, as applicable. The Escrow Agent shall be entitled to receive and may
conclusively rely upon opinions of nationally-recognized legal counsel to Sellers and Buyer to the effect that a Judgment is final
and non-appealable and from a court of competent jurisdiction. On the tenth (10th) Business Day after receipt of such Judgment
and opinions of nationally-recognized legal counsel to Sellers or Buyer to the effect that a Judgment is final and non-appealable
and from a court of competent jurisdiction, the Escrow Agent shall disburse the Escrow Property as required by such Judgment.


 


(c)          Distribution
Amount. The Parties and the Escrow Agent agree that any payment that the Escrow Agent is instructed to make from the Escrow
Property pursuant to this Escrow Agreement shall be the lesser of (i) the stated payment amount and (ii) the balance of the Escrow
Property, as applicable.


 


Section 1.4.          Security
Procedure For Funds Transfers. The Escrow Agent shall confirm each funds transfer instruction received in the name of a Party
by means of the security procedure selected by such Party and communicated to the Escrow Agent through a signed certificate in
the form of Exhibit B-1 or Exhibit B-2 attached hereto, which upon receipt by the Escrow Agent shall become a part
of this Escrow Agreement. Once delivered to the Escrow Agent, Exhibit B-1 or Exhibit B-2 may be revised or rescinded
only by a writing signed by an authorized representative of the applicable Party. Such revisions or rescissions shall be effective
only after actual receipt and following such period of time as may be necessary to afford the Escrow Agent a reasonable opportunity
to act on it. If a revised Exhibit B-1 or Exhibit B-2 or a rescission of an existing Exhibit B-1 or Exhibit
B-2 is delivered to the Escrow Agent by an entity that is a successor-in-interest to such Party, such document shall be accompanied
by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities
of the Party under this Escrow Agreement.


 


The Parties understand that the Escrow
Agent’s inability to receive or confirm funds transfer instructions pursuant to the security procedure selected by such
Party may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be liable for any
loss caused by any such delay.


 




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Section 1.5.          Income
Tax Allocation and Reporting.


 


(a)          The
Parties agree that, for U.S. federal and applicable state income tax purposes, (i) all Deposit Escrow Earnings shall be allocated
to Buyer in accordance with Treasury Regulations Section 1.468B-7(c) and (ii) all Adjustment Escrow Earnings shall be allocated
to Buyer in accordance with Proposed Treasury Regulations Section 1.468B-8 (February 1, 1999), as such Proposed Treasury Regulations
may be amended or modified, including upon the issuance of temporary or final regulations. The Escrow Agent shall report to the
Internal Revenue Service (“IRS”), or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form)
any income earned from the Deposit or the Adjustment Escrow Amount, as applicable, as income earned by the Buyer, whether or not
such income was disbursed during such calendar year. As between the Parties, neither Buyer nor Sellers shall take any position
for U.S. federal or applicable state income tax purposes that is inconsistent with the provisions of this Section 1.5(a), except
as otherwise required by law.


 


(b)          Prior
to the Effective Date, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate
IRS Forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. The Parties understand that if such
tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of the Escrow Earnings.


  


(c)          To
the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of the Escrow Earnings, the Escrow Agent
shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify,
defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that
may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax,
late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow
Agent; provided that such indemnity shall not affect or limit the rights that Sellers or Buyer have against each other with respect
to responsibility for payment of such amounts. The indemnification provided by this Section 1.5(c) is in addition to the indemnification
provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.


 


Section 1.6.         Termination. 
This Escrow Agreement shall terminate upon the earlier to occur of the following: (i) the 3rd anniversary of the date
hereof (the “Term”); provided that the Term shall automatically be extended so long as any Escrow Property remains
outstanding as of the end of the Term or (ii) upon the disbursement of all of the Escrow Property, including any Escrow Earnings,
and upon such termination this Escrow Agreement shall be of no further force and effect except that the provisions of Sections
1.5(c), 3.1 and 3.2 hereof shall survive termination and the Escrow Agent is authorized and directed to disburse the Escrow
Property in accordance with Section 1.3 of this Escrow Agreement.


 




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Article
2

DUTIES OF THE ESCROW AGENT


 


Section 2.1.          Scope
of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties
specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstance will
the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will
not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. The Escrow Agent
shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument,
or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the
Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision
of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document
are for the convenience of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. This Escrow Agreement
sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall
be inferred or implied from the terms of this Escrow Agreement or any other agreement.


 


Section 2.2.          Attorneys
and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken
by the Escrow Agent in accordance with the advice of legal counsel or other professionals retained or consulted by the Escrow
Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all reasonable compensation (fees, expenses
and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its
duties through its agents, representatives, attorneys, custodians, and/or nominees.


 


Section 2.3.          Reliance.
The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the joint direction or joint consent
of the Parties or their respective agents, representatives, successors, or permitted assigns. The Escrow Agent shall not be liable
for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit,
letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person
or persons, without further inquiry into the person’s or persons’ authority. Concurrent with the execution of this
Escrow Agreement, the Parties shall deliver to the Escrow Agent Exhibit B-1 and Exhibit B-2, which contain authorized
signer designations in Part I thereof.


 


Section 2.4.          Right
Not Duty Undertaken. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not
be construed as duties.


 


Section 2.5.          No
Financial Obligation. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds
or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of
its rights under this Escrow Agreement.


 


Article
3

PROVISIONS CONCERNING THE ESCROW AGENT


 


Section 3.1.           Indemnification.
The Parties, jointly and severally, shall indemnify, defend and hold harmless the Escrow Agent from and against any and all loss,
liability, cost, damage and expense, including, without limitation, attorneys’ fees and expenses or other professional fees
and expenses which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow
Agent, arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates,
unless such loss, liability, cost, damage or expense shall have been finally adjudicated to have been directly caused by the willful
misconduct or gross negligence of the Escrow Agent; provided that such indemnity shall not affect or limit the rights that Sellers
or Buyer have against each other with respect to responsibility for payment of such amounts. The provisions of this Section 3.1
shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. 


 




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Section 3.2.           Limitation
of Liability. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING
OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY
RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL
DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.


 


Section 3.3.           Resignation
or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may
remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees
and expenses to which the Escrow Agent is entitled through the date of removal. Such resignation or removal, as the case may be,
shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the
Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor
escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance
with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days
following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction
for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding
upon the Parties.


 


Section 3.4.           Compensation.
The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit
D, which compensation shall be paid fifty percent (50%) by Buyer (on the one hand) and fifty percent (50%) by Sellers (on
the other hand). The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s
services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement
of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow
Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification
hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this
Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and
reimbursed for all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such
delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of
the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable
law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees,
non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and
is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights
from the Escrow Property.


 




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Section 3.5.          Disagreements.
If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning
or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is
in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow
Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision
directing delivery of the Escrow Property, (ii) receives a written agreement executed by each of the parties involved in such
disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse
the Escrow Property in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader
action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability
as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing
and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or
arbitration decision without further question, inquiry, or consent.


 


Section 3.6.          Merger
or Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as
a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation
or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and
shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing
of any instrument or paper or the performance of any further act.


 


Section 3.7.          Attachment
of Escrow Property; Compliance with Legal Orders. In the event that any Escrow Property shall be attached, garnished or levied
upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or
decree shall be made or entered by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized,
in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued,
or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event
that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to
any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently
reversed, modified, annulled, set aside or vacated.


 


Section 3.8.          Force
Majeure. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation
under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances;
sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications
services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the
Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as reasonably practicable under the circumstances.


 




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Article
4

MISCELLANEOUS


 


Section 4.1.          Successors
and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their
respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No assignment
of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to
the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such
consent of the Escrow Agent not to be unreasonably withheld). In the event such other Party and the Escrow Agent consents to any
such assignment, such assignment shall not relieve the assigning Party of any obligations and responsibilities hereunder, including
obligations and responsibilities arising following such assignment. Except as provided in Section 3.6, this Escrow Agreement
may not be assigned by Escrow Agent without the prior written consent of Sellers and Buyer.


 


Section 4.2.          Escheat.
The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat
to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives,
successors and assigns, or any other party, should any or all of the Escrow Property escheat by operation of law.


 


Section 4.3.          Notices.
All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English,
and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation
of receipt, (iii) on the day of transmission if sent by electronic mail (“e-mail”) to the e-mail address given below,
and written confirmation of receipt is obtained promptly after completion of transmission, (iv) by overnight delivery with a reputable
national overnight delivery service, or (v) by mail or by certified mail, return receipt requested, and postage prepaid. If any
notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail.
If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility
of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications
delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.


 




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If to Sellers,
to:


 


American Eagle
Energy Corporation


2549 W. Main
Street, Suite 202


Littleton,
Colorado 80120


Facsimile:
303-798-5767


Attention:
Mr. Brad Colby


Email: bradcolby@amzgcorp.com


 


With a copy
(which shall not constitute notice) to:


 


BakerHostetler
LLP


200 South
Orange Ave.


SunTrust Center,
Suite 2300


Post Office
Box 112 (32802-0112)


Orlando, Florida
32801-3432


Facsimile:
(407) 841-0168


Attention:
Elizabeth Green and Jorian Rose


Email: egreen@bakerlaw.com
and jrose@bakerlaw.com


 


If to the Buyer, to:


 


Resource Energy Can-Am LLC


1805 Shea Center Drive, Suite
100


Highlands
Ranch, CO 80129


Attention:
Paul Favret – Chief Executive Officer and President


Facsimile:
(720) 387-8621


Email: pfavret@resource-energy-US.com


 


With a copy (which shall not
constitute notice) to:


 


Vinson & Elkins LLP


666 Fifth Avenue


26th Floor


New York,
NY 10103-0040


Attention:
James J. Fox


Facsimile:
(917) 849-5328


Email: jfox@velaw.com


 


If to the
Escrow Agent:


 


Wells Fargo
Bank, National Association


750 N. St.
Paul, Suite 1750


Dallas, Texas
75201


Attention:
Alexander S. Grose; Corporate, Municipal and Escrow Solutions


Telephone:
(214) 756-7412


Facsimile:
(214) 756-7401


E-mail:alexander.s.grose@wellsfargo.com


 




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Section 4.4.          Governing
Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding
any conflicts of law, rule or principle that might refer construction of provisions to the laws of another jurisdiction.


 


Section 4.5.          Entire
Agreement. This Escrow Agreement and the exhibits hereto set forth the entire agreement and understanding of the Parties and
the Escrow Agent related to the Escrow Property.


 


Section 4.6.          Amendment.
This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the
Parties and the Escrow Agent.


 


Section 4.7.         Waivers.
The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow
Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Escrow
Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement,
in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor
a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.


 


Section 4.8.          Headings.
Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or
otherwise modify any of the terms or provisions of this Escrow Agreement.


 


Section 4.9.          Counterparts.
This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original,
and such counterparts shall together constitute one and the same instrument. The exchange of copies of this Escrow Agreement and
of signature pages by facsimile or by electronic image scan transmission in .pdf format shall constitute effective execution and
delivery of this Escrow Agreement as to the Parties and the Escrow Agent and may be used in lieu of the original Escrow Agreement
for all purposes.


 


Section 4.10.        Publication;
Disclosure. By executing this Escrow Agreement, the Parties and the Escrow Agent acknowledge that this Escrow Agreement (including
related attachments) contains certain information that is sensitive and confidential in nature and agree that such information
needs to be protected from improper disclosure, including the publication or dissemination of this Escrow Agreement and related
information to individuals or entities not a party to this Escrow Agreement. The Parties further agree to take reasonable measures
to mitigate any risks associated with the publication or disclosure of this Escrow Agreement and information contained therein,
including, without limitation, the redaction of the manual signatures of the signatories to this Escrow Agreement, or, in the
alternative, publishing a conformed copy of this Escrow Agreement. If a Party must disclose or publish this Escrow Agreement or
information contained therein pursuant to any regulatory, statutory, or governmental requirement, as well as any judicial, or
administrative order, subpoena or discovery request, it shall notify in writing the other Party and the Escrow Agent at the time
of execution of this Escrow Agreement of the legal requirement to do so. If any Party becomes aware of any threatened or actual
unauthorized disclosure, publication or use of this Escrow Agreement, that Party shall promptly notify in writing the other Parties
and the Escrow Agent and shall be liable for any unauthorized release or disclosure.


 


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IN WITNESS WHEREOF, this Escrow Agreement
has been duly executed as of the date first written above.


 


	 	SELLERS:
	 	 
	 	AMERICAN EAGLE ENERGY CORPORATION
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	amzg, inc.
	 	 	 
	 	by:	American Eagle Energy Corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	BUYER:
	 	 
	 	RESOURCE ENERGY CAN-AM LLC
	 	 	 
	 	By:	 
	 	Name:	Paul Favret
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	ESCROW AGENT:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent
	 	 	 
	 	By:	 
	 	Name:	Amy C. Perkins
	 	Title:	Vice President


 




    	 	S-1	 



     

    

 


EXHIBIT A


 


Agency and Custody Account Direction



For Cash Balances


Wells Fargo Money Market Deposit Accounts


 


Direction to use the following Wells Fargo
Money Market Deposit Account for Cash Balances for the escrow account or accounts (the “Account”) established under
the Escrow Agreement to which this Exhibit A is attached.


 


You are hereby directed to deposit, as
indicated below, or as I shall direct further in writing from time to time, all cash in the Account in the following money market
deposit account of Wells Fargo Bank, National Association:


 


Wells Fargo Money Market Deposit Account
(MMDA)


 


I understand that amounts on deposit in
the MMDA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (FDIC), in
the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to
a total of $250,000.


 


I acknowledge that I have full power to
direct investments of the Account.


 


I understand that I may change this direction
at any time and that it shall continue in effect until revoked or modified by me by written notice to you.


 




    	 	 	 



     

    

 


EXHIBIT B-1


 


American Eagle Energy Corporation and
AMZG, Inc. certify that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and
II of this Exhibit B-1 identify the persons authorized to provide direction and initiate or confirm transactions, including funds
transfer instructions, on behalf of American Eagle Energy Corporation and AMZG, Inc., and that the option checked in Part III
of this Exhibit B-1 is the security procedure selected by American Eagle Energy Corporation and AMZG, Inc. for use in verifying
that a funds transfer instruction received by the Escrow Agent is that of American Eagle Energy Corporation and AMZG, Inc.


 


American Eagle Energy Corporation and
AMZG, Inc. have reviewed each of the security procedures and have determined that the option checked in Part III of this Exhibit
B-1 best meets their requirements; given the size, type and frequency of the instructions they will issue to the Escrow Agent.
By selecting the security procedure specified in Part III of this Exhibit B-1, American Eagle Energy Corporation and AMZG, Inc.
acknowledge that they have elected to not use the other security procedures described and agree to be bound by any funds transfer
instruction, whether or not authorized, issued in their names and accepted by the Escrow Agent in compliance with the particular
security procedure chosen by American Eagle Energy Corporation and AMZG, Inc.


 


NOTICE: The security procedure
selected by American Eagle Energy Corporation and AMZG, Inc. will not be used to detect errors in the funds transfer instructions
given by American Eagle Energy Corporation and AMZG, Inc. If a funds transfer instruction describes the beneficiary of the payment
inconsistently by name and account number, payment may be made on the basis of the account number even if it identifies a person
different from the named beneficiary. If a funds transfer instruction describes a participating financial institution inconsistently
by name and identification number, the identification number may be relied upon as the proper identification of the financial
institution. Therefore, it is important that American Eagle Energy Corporation and AMZG, Inc. take such steps as they deem prudent
to ensure that there are no such inconsistencies in the funds transfer instructions they send to the Escrow Agent.


Part I


 


Name, Title, Telephone Number, Electronic
Mail (“e-mail”) Address and Specimen Signature for person(s) designated to provide direction, including but not limited
to funds transfer instructions, and to otherwise act on behalf of American Eagle Energy Corporation and AMZG, Inc.


 


	Name	 	Title	 	Telephone

        Number
	 	Email Address	 	Specimen Signature
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Part
II


 


Name,
Title, Telephone Number and E-mail Address for


person(s)
designated to confirm funds transfer instructions


 


	Name	 	Title	 	Telephone Number	 	E-mail Address
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 	 	 



     

    

 


Part III


 


Means
for delivery of instructions and/or confirmations 


 


The security procedure to be used with respect to funds transfer
instructions is checked below:


 


		 ̈	Option
                                         1. Confirmation by telephone call-back. The Escrow Agent shall confirm funds
                                         transfer instructions by telephone call-back to a person at the telephone number designated
                                         on Part II above. The person confirming the funds transfer instruction shall be a person
                                         other than the person from whom the funds transfer instruction was received, unless only
                                         one person is designated in both Parts I and II of this Exhibit B-1.



		 ̈	CHECK
                                         box, if applicable:



If the Escrow Agent is unable
to obtain confirmation by telephone call-back, the Escrow Agent may, at its discretion, confirm by e-mail, as described in Option
2.


 


		x	Option
                                         2. Confirmation by e-mail. The Escrow Agent shall confirm funds transfer instructions
                                         by e-mail to a person at the e-mail address specified for such person in Part II of this
                                         Exhibit B-1. The person confirming the funds transfer instruction shall be a person other
                                         than the person from whom the funds transfer instruction was received, unless only one
                                         person is designated in both Parts I and II of this Exhibit B-1. Resource Energy Can-Am
                                         LLC understands the risks associated with communicating sensitive matters, including
                                         time sensitive matters, by e-mail. Resource Energy Can-Am LLC further acknowledges that
                                         instructions and data sent by e-mail may be less confidential or secure than instructions
                                         or data transmitted by other methods. The Escrow Agent shall not be liable for any loss
                                         of the confidentiality of instructions and data prior to receipt by the Escrow Agent.



		x	CHECK
                                         box, if applicable:



If the Escrow Agent is unable
to obtain confirmation by e-mail, the Escrow Agent may, at its discretion, confirm by telephone call-back, as described
in Option 1.


 


		 ̈	Option
                                         3. Delivery of funds transfer instructions by password protected file transfer system
                                         only - no confirmation. The Escrow Agent offers the option to deliver funds transfer
                                         instructions through a password protected file transfer system. If Resource Energy Can-Am
                                         LLC wishes to use the password protected file transfer system, further instructions will
                                         be provided by the Escrow Agent. If Resource Energy Can-Am LLC chooses this Option 3,
                                         it agrees that no further confirmation of funds transfer instructions will be performed
                                         by the Escrow Agent.



 


		 ̈	Option
                                         4. Delivery of funds transfer instructions by password protected file transfer system
                                         with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm
                                         funds transfer instructions by  ̈ telephone
                                         call-back or  ̈ e-mail (must check at
                                         least one, may check both) to a person at the telephone number or e-mail address designated
                                         on Part II above. By checking a box in the prior sentence, the party shall be deemed
                                         to have agreed to the terms of such confirmation option as more fully described in Option
                                         1 and Option 2 above.



 


Dated this 23rd day of October,
2015.


 


	By 	 	 
	Name: 	 
	Title: 	 


 




    	 	 	 



     

    

 


EXHIBIT B-2


 


Resource Energy Can-Am LLC certifies that
the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit B-2
identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions,
on behalf of Resource Energy Can-Am LLC, and that the option checked in Part III of this Exhibit B-2 is the security procedure
selected by Resource Energy Can-Am LLC for use in verifying that a funds transfer instruction received by the Escrow Agent is
that of Resource Energy Can-Am LLC.


 


Resource Energy Can-Am LLC has reviewed
each of the security procedures and has determined that the option checked in Part III of this Exhibit B-2 best meets its requirements;
given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure
specified in Part III of this Exhibit B-2, Resource Energy Can-Am LLC acknowledges that it has elected to not use the other security
procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and
accepted by the Escrow Agent in compliance with the particular security procedure chosen by Resource Energy Can-Am LLC.


 


NOTICE: The security procedure
selected by Resource Energy Can-Am LLC will not be used to detect errors in the funds transfer instructions given by Resource
Energy Can-Am LLC. If a funds transfer instruction describes the beneficiary of the payment inconsistently by name and account
number, payment may be made on the basis of the account number even if it identifies a person different from the named beneficiary.
If a funds transfer instruction describes a participating financial institution inconsistently by name and identification number,
the identification number may be relied upon as the proper identification of the financial institution. Therefore, it is important
that Resource Energy Can-Am LLC take such steps as it deems prudent to ensure that there are no such inconsistencies in the funds
transfer instructions it sends to the Escrow Agent.


 


Remainder of page intentionally blank


 




    	 	 	 



     

    

 


Part I


 


Name, Title, Telephone Number, Electronic
Mail (“e-mail”) Address and Specimen Signature for person(s) designated to provide direction, including but not limited
to funds transfer instructions, and to otherwise act on behalf of Resource Energy


 


	Name	 	Title	 	Telephone
    Number	 	E-mail
    Address	 	Specimen
    Signature
	 	 	 	 	 	 	 	 	 
	Paul Favret	 	President and Chief
    Executive Officer	 	(720) 763-3674	 	pfavret@resource-energy-US.com	 	 
	Evan Bergam	 	Controller and Finance
    Manager	 	(720) 763-3685	 	ebergam@resource-energy-US.com	 	 


 


Part
II


 


Name,
Title, Telephone Number and E-mail Address for


person(s)
designated to confirm funds transfer instructions


 


	Name	 	Title	 	Telephone
    Number	 	E-mail
    Address	 	 
	 	 	 	 	 	 	 	 	 
	Paul Favret	 	President and Chief
    Executive Officer	 	(720) 763-3674	 	pfavret@resource-energy-US.com	 	 
	Evan Bergam	 	Controller and Finance
    Manager	 	(720) 763-3685	 	ebergam@resource-energy-US.com	 	 


 




    	 	 	 



     

    

Part III


 


Means
for delivery of instructions and/or confirmations 


 


The security procedure to be used with respect to funds transfer
instructions is checked below:


 


		 ̈	Option
                                         1. Confirmation by telephone call-back. The Escrow Agent shall confirm funds
                                         transfer instructions by telephone call-back to a person at the telephone number designated
                                         on Part II above. The person confirming the funds transfer instruction shall be a person
                                         other than the person from whom the funds transfer instruction was received, unless only
                                         one person is designated in both Parts I and II of this Exhibit B-2.



		 ̈	CHECK
                                         box, if applicable:



			If the Escrow Agent is unable to
                                         obtain confirmation by telephone call-back, the Escrow Agent may, at its discretion,
                                         confirm by e-mail, as described in Option 2.



 


		x	Option
                                         2. Confirmation by e-mail. The Escrow Agent shall confirm funds transfer instructions
                                         by e-mail to a person at the e-mail address specified for such person in Part II of this
                                         Exhibit B-2. The person confirming the funds transfer instruction shall be a person other
                                         than the person from whom the funds transfer instruction was received, unless only one
                                         person is designated in both Parts I and II of this Exhibit B-2. Resource Energy Can-Am
                                         LLC understands the risks associated with communicating sensitive matters, including
                                         time sensitive matters, by e-mail. Resource Energy Can-Am LLC further acknowledges that
                                         instructions and data sent by e-mail may be less confidential or secure than instructions
                                         or data transmitted by other methods. The Escrow Agent shall not be liable for any loss
                                         of the confidentiality of instructions and data prior to receipt by the Escrow Agent.



		x	CHECK
                                         box, if applicable:



If the Escrow Agent is unable
to obtain confirmation by e-mail, the Escrow Agent may, at its discretion, confirm by telephone call-back, as described
in Option 1.


 


		 ̈	Option
                                         3. Delivery of funds transfer instructions by password protected file transfer system
                                         only - no confirmation. The Escrow Agent offers the option to deliver funds transfer
                                         instructions through a password protected file transfer system. If Resource Energy Can-Am
                                         LLC wishes to use the password protected file transfer system, further instructions will
                                         be provided by the Escrow Agent. If Resource Energy Can-Am LLC chooses this Option 3,
                                         it agrees that no further confirmation of funds transfer instructions will be performed
                                         by the Escrow Agent.



 


		 ̈	Option
                                         4. Delivery of funds transfer instructions by password protected file transfer system
                                         with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm
                                         funds transfer instructions by  ̈ telephone
                                         call-back or  ̈ e-mail (must check at
                                         least one, may check both) to a person at the telephone number or e-mail address designated
                                         on Part II above. By checking a box in the prior sentence, the party shall be deemed
                                         to have agreed to the terms of such confirmation option as more fully described in Option
                                         1 and Option 2 above.



 


Dated this 23rd day of October,
2015.


 


	By  	 	 


Name: Paul Favret


Title: President and Chief Executive Officer


 




    	 	 	 



     

    

 


EXHIBIT
C


 


JOINT RELEASE CERTIFICATE


 


		TO:	Wells Fargo Bank, National Association



750 N. St. Paul, Suite
1750


Dallas, Texas 75201


Attention: Alexander
S. Grose; Corporate, Municipal and Escrow Solutions


Telephone: (214) 756-7412


Facsimile: (214) 756-7401


E-mail:alexander.s.grose@wellsfargo.com


 


This certificate is
issued as of the ___ day of _____, 201_, pursuant to Section 1.3(a) of that certain Escrow Agreement dated as of [__________],
2015 (the “Escrow Agreement”) by and among American Eagle Energy Corporation and AMZG, Inc. (the “Sellers”),
Resource Energy Can-Am LLC (“Buyer”) and Wells Fargo Bank, National Association, a national banking association,
as escrow agent (“Escrow Agent”). Capitalized terms used herein shall have the meaning ascribed to them in
the Escrow Agreement.


 


The parties to this
certificate are now jointly instructing Escrow Agent to pay to [Buyer/Sellers] an amount equal to $_______________ out of the
Escrow Property, [Account Number – Name of Escrow Account] by wire transfer to:


 


[Insert wire instructions]


 


Each of the undersigned
hereby represents and warrants that it has been authorized to execute this certificate. This certificate may be signed in counterparts.


 


	BUYER:	 	SELLERS:
	 	 	 
	RESOURCE ENERGY CAN-AM LLC	 	AMERICAN EAGLE ENERGY CORPORATION


 


	By:	 	 	By:	 


 


	Name:  	 	 	Name:	 


 


	Title: 	 	 	Title:	 


 


	 	 	AMZG, INC.


 


		 	 	By:	 


 


		 	 	Name:	 


 


	 	 	 	Title:	 


 



    	 	 	 



     

    

 


EXHIBIT D


 


FEES OF ESCROW AGENT


 


	Acceptance Fee	Waived


A one-time fee for our initial review
of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at
closing.


 


	Annual Administration Fee	$5,000.00


An annual fee for customary administrative
services provided by the escrow agent, including daily routine account management; investment transactions, cash transactions
processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one
entity, and providing account statements to the parties. The escrow agent reserves the right to assess a $50 tax reporting fee
per payee in excess of the amount anticipated above. The administration fee is payable annually in advance per escrow account
established. The first installment of the administrative fee is payable at closing.


 


	Out-of-Pocket Expenses	At cost


Out-of- pocket expenses will be billed
as incurred at cost at the sole discretion of Wells Fargo.


 


	Extraordinary Services	Standard Rate


The charges for performing services not
contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be
at Wells Fargo’s rates for such services in effect at the time the expense is incurred.


 


Assumptions


This proposal is based upon the following assumptions with
respect to the role of escrow agent:


 


		·	Number
                                         of escrow accounts to be established: One (1) account to be established 



		·	Amount
                                         of escrow: $3,675,000 initial deposit; $1,000,000 subsequent deposit



		·	Term
                                         of escrow: approximately Twelve (12) months



		·	Number
                                         of tax reporting parties: up to Three (3)



		·	Number
                                         of parties to the transaction: Three (3) entities



		·	Number
                                         of cash transactions (deposits/disbursements): Not more than One (1) per month



		·	Fees
                                         quoted assumes balances invested under the escrow agreement will be held in: Wells Fargo
                                         Money Market Deposit Account



 




    	 	 	 



     

    

 


Terms and conditions


		·	The
                                         recipient acknowledges and agrees that this proposal does not commit or bind Wells Fargo
                                         to enter into a contract or any other business arrangement, and that acceptance of the
                                         appointment described in this proposal is expressly conditioned on (1) compliance with
                                         the requirements of the USA Patriot Act of 2001, described below, (2) satisfactory completion
                                         of Wells Fargo’s internal account acceptance procedures, (3) Wells Fargo’s
                                         review of all applicable governing documents and its confirmation that all terms and
                                         conditions pertaining to its role are satisfactory to it and (4) execution of the governing
                                         documents by all applicable parties.



		·	Should
                                         this transaction fail to close or if Wells Fargo determines not to participate
                                         in the transaction, any acceptance fee and any legal fees and expenses may be due and
                                         payable.



		·	Legal
                                         counsel fees and expenses, any acceptance fee and any first year annual administrative
                                         fee are payable at closing.



		·	Any annual fee covers
                                         a full year or any part thereof and will not be prorated or refunded in a year of early
                                         termination.



		·	Should any of the
                                         assumptions, duties or responsibilities of Wells Fargo change, Wells Fargo reserves the
                                         right to affirm, modify or rescind this proposal.



		·	The fees described
                                         in this proposal are fixed for 18 months and thereafter subject to periodic review and
                                         adjustment by Wells Fargo.



		·	Invoices outstanding
                                         for over 30 days are subject to a 1.5% per month late payment penalty.



		·	This fee proposal
                                         is good for 90 days.



 


Important information about identifying
our customers 


To help the government fight the funding
of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information
that identifies each person (individual, corporation, partnership, trust, estate or other entity recognized as a legal person)
for whom we open an account.


 


What this means
for you: Before we open an account, we will ask for your name, address, date of birth (for individuals), TIN/EIN or other information
that will allow us to identify you or your company. For individuals, this could mean identifying documents such as a driver’s
license. For a corporation, partnership, trust, estate or other entity recognized as a legal person, this could mean identifying
documents such as a Certificate of Formation from the issuing state agency.