Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as follows: (a) The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with 13.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not with a view tootherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since incorporation; (e) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding Shares are fully paid and non-assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued Shares or any other security convertible into or exchangeable for any Shares, or to require the Issuer to purchase, redeem or otherwise acquire any of the issued and outstanding Shares in connection withits capital; (f) the Issuer will reserve or set aside sufficient Shares in its treasury to issue the Shares, FT Shares, Warrant Shares and Agent’s Warrant Shares; (g) except as qualified by the Prospectus, the Issuer is the legal and beneficial owner of and has good and marketable title to the properties, business and assets or the interests in the properties, business or assets referred to in the Prospectus; all agreements by which the Issuer holds an interest in a property, business or asset are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated and all filings and work commitments required to maintain the properties in good standing have been properly recorded and filed in a timely manner with the appropriate regulatory body and to the knowledge of the Issuer there are no mortgages, liens, charges, encumbrances or any distribution thereof other interests in or on such properties; (h) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (i) the audited financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, the interim unaudited financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International Financial Reporting Standards, and those audited financial statements and unaudited financial statements present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (j) to the knowledge of the Issuer, the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable disagreement (within the meaning of National Instrument 51-102) with the Securities present auditors of the Issuer; (k) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (Ontario) in relation to the issue and trading of 1933 as amended its securities and in all matters relating to the Offering; (l) the "Act"). The Founder further represents Issuer is in compliance with all applicable laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business and which may materially affect the Issuer, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that he could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or she does contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer or the business or legal environment under which the Issuer operates; (m) the Issuer has not have caused or permitted the release, in any present intention manner whatsoever, of sellingany pollutants, offering contaminants, chemicals or industrial toxic or hazardous waste or substances (collectively, the “Hazardous Substances”) on or from any of its properties or assets nor has it received any notice that it is potentially responsible for a clean-up site or corrective action under any applicable laws, statutes, ordinances, by-laws, regulations, or any orders, directions or decisions rendered by any government, ministry, department or administrative regulatory agency relating to sell the protection of the environment, occupational health and safety or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person.relating to dealing with Hazardous Substances; (bn) The Founder is aware of the Company's business affairs issue and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has Securities by the Issuer does not been registered under the Actand will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Stock must be held indefinitely unless a transfer of it is subsequently registered under Issuer including, without limitation, the Act or an exemption from such registration is available, and that the Company is under no obligation to register the StockApplicable Legislation; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his Purchaser's own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder Purchaser further represents that he or she Purchaser does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; , and that the entire legal and beneficial interest of the Stock he or she Purchaser is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser has (i) a preexisting personal or business relationship with the Company or one or more of its officers, directors, or control persons or (ii) by reason of Purchaser's business or financial experience, or by reason of the business or financial experience of Purchaser's financial advisor who is aware unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Purchaser is capable of evaluating the risks and merits of this investment and of protecting Purchaser's business affairs own interests in connection with this investment. Purchaser has had the opportunity to review its decision, consult with financial and financial condition legal advisors and has acquired sufficient independently verify any pertinent information about the Company to reach an informed and knowledgeable regarding Retail Pilot before making its decision to acquire the Stockpurchase. The Founder further represents and warrants that he or she has discussed the Company and Purchaser is not relying on any representation made by any Retail Pilot representative as a basis for making its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereofinvestment. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder Purchaser that: (i) The the sale of the Stock has not been registered under the Securities Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Securities Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The the Company will make a notation in its records of the aforementioned restrictions on transfer and legends; and (iii) the Material Adverse Events set forth on Schedule 1 which is attached hereto and incorporated by reference (d) Purchaser is aware of the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, including among other things: the resale occurring not less than one year from the date Purchaser has purchased and paid for the Stock; the availability of certain public information concerning the Company; the sale being through a broker in an unsolicited "broker's transaction" or in a transaction directly with a market maker (as such term is defined under the Securities Exchange Act of 1934, as amended); and that any sale of the Stock may be made by Purchaser only in limited amounts during any three-month period not exceeding specified limitations. Purchaser further represents that Purchaser understands that at the time Purchaser wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Stock under Rule 144 even if the one-year minimum holding period had been satisfied. Purchaser represents that Purchaser understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Purchaser fully acknowledges that there may be no market for sale of the stock acquired under this Agreement. (e) Without in any way limiting Purchaser's representations and warranties set forth above, Purchaser further agrees that Purchaser shall in no event make any disposition of all or any portion of the Stock which he or she is purchasing unless and until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Purchaser shall have (1) notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (2) furnished the Company with an opinion of Purchaser's own counsel to the effect that such disposition will not require registration of such shares under the Securities Act, and such opinion of Purchaser's counsel shall have been concurred in by counsel for the Company, and the Company shall have advised Purchaser of such concurrence. (f) Purchaser acknowledges that investment in Retail Pilot is a very risky investment and it is possible Purchaser could lose its entire investment without any recourse. (g) The Board of Directors of Purchaser has approved the transaction contemplated by this Agreement and has authorized its officers and directors to execute and complete the transaction by unanimous written consent or at properly convened Board of Directors meeting (h) Bridgetech is a company in good standing under laws of the State of Delaware and consummation of this transaction is permissible under applicable laws and its charter.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Executive hereby agrees, represents and warrants as follows: (a) The Founder Executive is purchasing the Stock solely for his the Executive's own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 1933, as amended (the "ActSECURITIES ACT"). The Founder Executive further represents that he or she the Executive does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; , and that the entire legal and beneficial interest of the Stock he or she the Executive is purchasing is being purchased for, and will be held for the account of, the Founder Executive only and neither in whole nor in part for any other person. (b) The Founder Executive has all requisite power and authority to purchase the Stock being purchased hereunder and to otherwise comply with and perform its obligations hereunder. (c) The Executive is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder Executive further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, Executive has received all such information as he or she the Executive deems necessary and appropriate to enable him or her the Executive to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereofStock. (cd) The Founder Executive realizes that his or her the Executive's purchase of the Stock will be a highly speculative investment, and he the Executive is able, without impairing his the Executive's financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his the Executive's investment. (de) The Company has disclosed to the Founder Executive that: (i) The sale of the Stock has not been registered under the Securities Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Securities Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends. (f) The Executive is aware of the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, including among other things: the resale occurring not less than one year from the date the Executive has purchased and paid for the Stock; the availability of certain public information concerning the Company; the sale being through a broker in an unsolicited "broker's transaction" or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended); and that any sale of the Stock may be made by the Executive only in limited amounts during any three-month period not exceeding specified limitations. The Executive further represents that the Executive understands that at the time the Executive wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, the Executive would be precluded from selling the Stock under Rule 144 even if the one-year minimum holding period had been satisfied. The Executive represents that the Executive understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (g) Without in any way limiting the Executive's representations and warranties set forth above, the Executive further agrees that the Executive shall in no event make any disposition of all or any portion of the Stock which he or she is purchasing unless and until: (i) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) The Executive shall have (1) notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (2) furnished the Company with an opinion of the Executive's own counsel to the effect that such disposition will not require registration of such shares under the Securities Act, and such opinion of the Executive's counsel shall have been concurred in by counsel for the Company, and the Company shall have advised the Executive of such concurrence.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as follows: (a) The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption examination from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with the proposed ------------------------------ purchase of the Stock, the Founder hereby agrees, represents and warrants as follows: (a) The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with 11.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle and has no (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Warrant Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International Financial Reporting Standards, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer who audited the financial statements of the Issuer which form part of the Prospectus and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Canada Business Corporations Act in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, by-laws or resolutions of 1933 as amended the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters and no investigations or proceedings for such purposes are pending orthreatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that he any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or she may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 11.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with 11.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not with a view tootherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) except as qualified by the Prospectus, the Issuer is the legal and beneficial owner of and has good and marketable title to the properties, business and assets or the interests in the properties, business or assets referred to as being owned by the Issuer, or in which the Issuer holds an interest, in the Prospectus; all agreements by which the Issuer holds an interest in a property, business or asset are in good standing according to their terms, and such properties are in good standing under the applicable laws of the jurisdictions in which they are situated and all filings and work commitments required to maintain such properties in good standing have been properly recorded and filed in a timely manner with the appropriate regulatory body and there are no mortgages, liens, charges, encumbrances or any other interests in or on such properties; (e) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (f) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non-assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (g) the Issuer has no subsidiaries; (h) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares, Agent’s Shares, Corporate Finance Fee Shares and Agent’s Warrant Shares; (i) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (j) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (k) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (l) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (m) the Issuer is in compliance with all applicable laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business and which may materially affect the Issuer, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer or the business or legal environment under which the Issuer operates; (n) except as would not individually or in the aggregate reasonably be expected to have a material change on the Issuer, the Issuer has not caused or permitted the release, in any manner whatsoever, of any pollutants, contaminants, chemicals or industrial toxic or hazardous waste or substances (collectively, the “Hazardous Substances”) on or from any of its properties or assets nor has it received any notice that it is potentially responsible for a clean-up site or corrective action under any applicable laws, statutes, ordinances, articles, regulations, or any orders, directions or decisions rendered by any government, ministry, department or administrative regulatory agency relating to the protection of the environment, occupational health and safety or otherwise relating to dealing with Hazardous Substances; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, articles or resolutions of 1933 as amended the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has complied with all requirements of National Instrument 43-101, including but not limited to the preparation and filing of technical reports; (v) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (w) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada)); (x) the Issuer shall not take any action which would be reasonably expected to result in the delisting or suspension of its common shares on or from the Exchange or on or from any stock exchange, market or trading or quotation facility on which its common shares are listed or quoted and the Issuer shall comply, in all material respects, with the rules and regulations thereof; and that ; (y) other than the entire legal and beneficial interest Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (z) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 11.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, all matters relating to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment.Offering; (d) The Company it has disclosed good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the Founder that:terms and conditions set forth herein; (ie) The sale of the Stock has not been it is appropriate registered under the Act, Applicable Legislation of the Selling Provinces where it will offer and sell the Stock must be held indefinitely unless a transfer of Shares so as to permit it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stocklawfully fulfill its obligations hereunder; (iif) The Company it will make a notation comply fully with the requirements of all applicable corporate and securities laws in its records relation to the Offering, including without limitation, the Applicable Legislation; and (g) it will take all steps as may be reasonably necessary, in connection with the Offering, to assist the Issuer in complying with the requirements of the aforementioned restrictions on transfer Securities Commissions and legendssuch regulatory authorities in such other jurisdiction in which the Shares are sold.

Warranties and Representations. In connection 1.1 The Vendor warrants and represents to the Purchaser with the proposed intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the purchase of the Stockand sale contemplated herein, the Founder hereby agrees, represents and warrants as followsthat: (a) The Founder the Vendor is purchasing the Stock solely for his own account for investment registered and not with a view tobeneficial owner of the Shares and the Vendor has no interest, legal or beneficial, direct or indirect, in any shares of, or for resale in connection with, any distribution thereof within the meaning assets or business of the Securities Act of 1933 as amended (Company other than the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person.Shares; (b) The Founder is aware the Shares are validly issued and outstanding as fully paid and non- assessable in the capital of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plansare free and clear of all liens, operations charges and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.encumbrances; (c) The Founder realizes that his or her purchase the Vendor has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, Shares to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment.Purchaser; and (d) The Company no person, firm, corporation or entity of any kind has disclosed to or will have on or after the Founder thatClosing Date (as hereinafter defined) any agreement, right or option, consensual or arising by law, present or future, contingent, pre-emptive or absolute, or capable of becoming an agreement, right or option: (i) The sale to require the Company to issue any further or other shares in its capital or any other security or interest convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the StockCompany; (ii) The Company will make a notation in its records for the issue or allotment of any of the aforementioned restrictions on transfer authorized but unissued shares in the capital of the Company; (iii) to require the Company to purchase, redeem or otherwise acquire any of the issued and legendsoutstanding shares in the capital of the Company; or (iv) to purchase or otherwise acquire any shares in the capital of the Company. 1.2 The Purchaser warrants and represents to the Vendor with the intent that the Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale herein, that the Purchaser: (a) is a company duly incorporated in Delaware and is in good standing with respect to the filing of annual reports; and (b) has the corporate capacity to enter into this Agreement and has taken the necessary steps to authorize the execution thereof.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. (b) All corporate action on the part of the Purchaser, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Purchaser hereunder and the authorization, issuance and delivery of the Stock being sold hereunder has been taken, and this Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium and other laws of general application affection the enforcement of creditors' rights. (c) The Purchaser is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 1933, as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (bd) The Founder Purchaser is aware of the CompanyCorporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents and warrants that he or she has discussed the Company Corporation and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company Corporation in response to all inquiries in respect thereof. (ce) The Founder Purchaser realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. In addition, the Purchaser has read and is fully understands the provisions of Rule 144, promulgated under the Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. (df) The Company Corporation has disclosed to the Founder Purchaser that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock;; and (ii) The Company Corporation will make a notation in its records of the aforementioned restrictions on transfer and legends. (g) Without in any way limiting the Purchaser's representations and warranties set forth above, the Purchaser further agrees that he shall in no event make any disposition of all or any portion of the Stock which he is purchasing unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) The Purchaser shall have (A) notified the Corporation of the proposed disposition and furnished the Corporation with a general summary of the proposed disposition, and (B) furnished the Corporation with an opinion of its own counsel reasonably acceptable in form and substance to the Corporation and its counsel to the effect that such disposition will not require registration of such shares under the Act.

Warranties and Representations. In connection with the proposed ------------------------------ purchase of the Stock, the Founder hereby agrees, represents and warrants as follows: (a) 8.1 The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) 8.2 The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) 8.3 The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) 8.4 The Company has disclosed to the Founder that: (ia) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the StockStock ; (iib) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with 11.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Warrant Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International Financial Reporting Standards, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial period and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business and which may materially affect the Issuer, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer or the business or legal environment under which the Issuer operates; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, notice of 1933 as amended articles, articles or resolutions of the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 11.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation duly incorporated and in good standing under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder is aware of the Company's business affairs it has full corporate power and financial condition authority to enter into this Agreement and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and fulfill its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.obligations hereunder; (c) The Founder realizes that his or her purchase it is a member in good standing of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment.Exchange; and (d) The Company it has disclosed complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Exchange, in relation to trading in the Securities and all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection 2.1 The Seller warrants and represents to the Buyer, with the proposed intent that the Buyer will rely thereon in entering into this Amended Agreement and in concluding the purchase of the Stockand sale contemplated herein, the Founder hereby agrees, represents and warrants as followsthat: (a) The Founder the Seller is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning beneficial owner of the Securities Act Convertible Debenture; (b) the Convertible Debenture is free and clear of 1933 as amended all liens, charges and encumbrances; (c) the "Act"). The Founder further represents that he or she does not have any present intention Seller has the power and capacity and good and sufficient right and authority to enter into this Amended Agreement on the terms and conditions herein set forth; and, (d) None of selling, offering to sell or otherwise disposing of or distributing the Stock information included in this Amended Agreement or any portion other documents or information furnished or to be furnished by the Seller contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact. Copies of all documents referred to in herein have been delivered or made available to the Buyer and constitute true and complete copies thereof; . 2.2 The Buyer warrants and represents to the Seller and Envortus, with the intent that the entire legal Seller and beneficial interest of Envortus will rely thereon in entering into this Amended Agreement and in concluding the Stock he or she is purchasing is being purchased forpurchase and sale contemplated herein, that: (a) the Buyer has the power and will be held for capacity and good and sufficient right and authority to enter into this Amended Agreement on the account of, the Founder only terms and neither in whole nor in part for any other person.conditions herein set forth; and, (b) The Founder is aware Buyer, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Company's business affairs and financial condition prospective investment in the Convertible Debenture, and has acquired sufficient information about so evaluated the Company to reach an informed merits and knowledgeable decision to acquire the Stockrisks of such investment. The Founder further represents and warrants that he or she has discussed Buyer is able to bear the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial economic risk inherent in making of an investment in the Stock and has received satisfactory and complete information concerning Convertible Debenture and, at the business and financial condition of the Company in response present time, is able to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer afford a complete loss on his of such investment. (d) The Company has disclosed 2.3 Envortus warrants and represents to the Founder Seller and the Buyer, with the intent that the Seller and the Buyer will rely thereon in entering into this Amended Agreement and in concluding the purchase and sale contemplated herein, that: (ia) The sale of Envortus has the Stock has not been registered under power and capacity and good and sufficient right and authority to enter into this Amended Agreement on the Act, terms and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsconditions herein set forth.

Warranties and Representations. In connection with the proposed ------------------------------ purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his or her own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the CompanyCorporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents and warrants that he or she has discussed the Company Corporation and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company Corporation in response to all inquiries in respect thereof. (c) The Founder Purchaser realizes that his or her purchase of the Stock will be a highly speculative investment, and he or she is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his or her investment. (d) The Company Corporation has disclosed to the Founder Purchaser that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company Corporation is under no obligation to register the Stock; (ii) The Company Corporation will make a notation in its records of the aforementioned restrictions on transfer and legends. (e) The Purchaser is aware of the provisions of Rule 144, promulgated under the Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, including among other things: the resale occurring not less than one year from the date the Purchaser has purchased and paid for the Stock; the availability of certain public information concerning the Corporation; the sale being through a broker in an unsolicited "broker's transaction" or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and that any sale of the Stock may be made by him or her only in limited amounts during any three-month period not exceeding specified limitations. The Purchaser further represents that he or she understands that at the time he or she wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Corporation may not be satisfying the current public information requirements of Rule 144, and that, in such event, he or she would be precluded from selling the Stock under Rule 144 even if the one- year minimum holding period had been satisfied. The Purchaser represents that he or she understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (f) Without in any way limiting the Purchaser's representations and warranties set forth above, the Purchaser further agrees that he or she shall in no event make any disposition of all or any portion of the Stock which he or she is purchasing unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) The Purchaser shall have (1) notified the Corporation of the proposed disposition and furnished the Corporation with a detailed statement of the circumstances surrounding the proposed disposition, and (2) furnished the Corporation with an opinion of his or her own counsel to the effect that such disposition will not require registration of such shares under the Act, and such opinion of his or her counsel shall have been concurred in by counsel for the Corporation and the Corporation shall have advised the Purchaser of such concurrence.

Warranties and Representations. In connection 1.1 The Seller warrants and represents to the Buyer, with the proposed intent that the Buyer will rely thereon in entering into this Agreement and in concluding the purchase of the Stockand sale contemplated herein, the Founder hereby agrees, represents and warrants as followsthat: (a) the Seller is the beneficial owner of the Fox Shares; (b) the Fox Shares are validly issued and outstanding as fully paid and non-assessable in the capital of Fox and are free and clear of all liens, charges and encumbrances; (c) the Seller has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth; and, (d) None of the information included in this Agreement or any other documents or information furnished or to be furnished by the Seller contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact. Copies of all documents referred to in herein have been delivered or made available to the Buyer and constitute true and complete copies thereof. 1.2 The Founder Buyer warrants and represents to the Seller, with the intent that the Seller will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein, that: (a) the Buyer has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth; (b) the Buyer is purchasing an employee of Fox; and, (c) The Buyer, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the Stock solely for his own account for merits and risks of the prospective investment in the Fox Shares, and not with has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Fox Shares and, at the present time, is able to afford a view to, or for resale complete loss of such investment. (d) the Fox Shares delivered pursuant to this Agreement are owned by an affiliate of the Company and accordingly are restricted securities as that term is defined in connection with, any distribution thereof within the meaning Rule 144 of the Securities Act of 1933 as amended (the "“Act"”). The Founder further represents that he or she does not have any present intention of sellingAs such, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest upon transfer of the Stock he or she is purchasing is being purchased for, and will be held for Fox Shares to the account ofBuyer, the Founder only and neither Buyer will begin a new holding period as set forth in whole nor in part for any other person. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, Rule 144 and the Stock must Fox Shares may not be held indefinitely unless a transfer of it is subsequently registered under the Act resold without registration or pursuant to an exemption from such registration is availablefor the holding period set forth in Rule 144. Accordingly, and that certificates issued to the Company is under no obligation to register the Stock; (ii) The Company Buyer will make a notation in its records of the aforementioned restrictions on transfer and legendscontain an appropriate restrictive legend.

Warranties and Representations. In connection with 12.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle and has no predetermined plans respecting an acquisition of Significant Assets; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and the Agent’s Warrant Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, by-laws or resolutions of 1933 as amended the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 12.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "“Act"”). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the Company's ’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder Purchaser realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder Purchaser that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with 12.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated; (b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no Person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Warrant Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations and will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International Financial Reporting Standards, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse Material Changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer who audited the financial statements of the Issuer for the period from incorporation on April 12, 2021 to May 31, 2021 and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the present auditors of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (Ontario) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business and which may materially affect the Issuer, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer or the business or legal environment under which the Issuer operates; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, notice of 1933 as amended articles, articles or resolutions of the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Issuer’s knowledge no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or, to the best of the Issuer’s knowledge, may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that Person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no Person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the Distribution under the Prospectus. 12.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation duly incorporated and in good standing under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder is aware of the Company's business affairs it has full corporate power and financial condition authority to enter into this Agreement and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and fulfill its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.obligations hereunder; (c) The Founder realizes that his or her purchase it is a member in good standing of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment.Exchange; and (d) The Company it has disclosed complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Exchange, in relation to trading in the Securities and all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with the proposed purchase of the StockEquity Securities, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock Equity Securities solely for his its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder Purchaser further represents that he or she it does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock Equity Securities or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she Equity Securities it is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the CompanyCorporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision to acquire the StockEquity Securities. The Founder Purchaser further represents and warrants wanants that he or she it has discussed the Company Corporation and its plans, operations and financial finance condition with its officers, has received all such information as he or she it deems necessary and appropriate to enable him or her it to evaluate the financial risk inherent in making an investment in the Stock Equity Securities and has received satisfactory and complete information concerning the business and financial condition of the Company Corporation in response to all inquiries in respect thereof. (c) The Founder Purchaser realizes that his or her its purchase of the Stock Equity Securities will be a highly speculative investment, and he it is able, without impairing his its financial condition, to hold the Stock Equity Securities for an indefinite period of time and to suffer a complete loss on his its investment. (d) The Company Corporation has disclosed to the Founder Purchaser that: (i) The sale of the Stock Equity Securities has not been registered under the Act, and the Stock Equity Securities must be held indefinitely unless a transfer of it thereof is subsequently registered under the Act or an exemption from such registration is available, and that the Company Corporation is under no obligation to register the StockEquity Securities; (ii) The Company Corporation will make a notation in its records of the aforementioned restrictions on transfer and legends. (e) The Purchaser is aware of the provisions of Rule 144, promulgated under the Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, including among other things: the resale occurring not less than one year from the date the Purchaser has purchased and paid for the Equity Securities; the availability of certain public information concerning the Corporation; the sale being through a broker in an unsolicited "broker's transaction" or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and that any sale of the Equity Securities may be made by him/her only in limited amounts during any three-month period not exceeding specified limitations. The Purchaser further represents that it understands that at the time it wishes to sell the Equity Securities there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Corporation may not be satisfying the current public information requirements of Rule 144, and that, in such event, it would be precluded from selling the Equity Securities under Rule 144 even if the one-year minimum holding period had been satisfied. The Purchaser represents that it understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (f) Without in any way limiting the Purchaser's representations and warranties set forth above, the Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Equity Securities which it is purchasing unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) The Purchaser shall have (1) notified the Corporation of the proposed disposition and finished the Corporation with a detailed statement of the circumstances surrounding the proposed disposition, and (2) furnished the Corporation with an opinion of its own counsel to the effect that such disposition will not require registration of such shares under the Act, and such opinion of its counsel shall have been concurred in by counsel for the Corporation and the Corporation shall have advised the Purchaser of such concurrence.

Warranties and Representations. In connection with the proposed ------------------------------ purchase of the Stock, the Founder hereby agrees, represents and warrants as follows: (a) 8.1 The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) 8.2 The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) 8.3 The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) 8.4 The Company has disclosed to the Founder that: (ia) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption examination from such registration is available, and that the Company is under no obligation to register the Stock; (iib) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with the proposed purchase transfer of the StockShares, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser represents that the Purchaser is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Act. (b) The Purchaser is a resident of the state set forth on the signature page hereto. (c) The Purchaser is purchasing the Stock Shares solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 1933, as amended (the "ActACT"). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock Shares or any portion thereof; and that the entire legal and beneficial interest of the Stock Shares he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (bd) The Founder Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the StockShares. The Founder Purchaser further represents and warrants that (i) he or she has discussed is familiar with the Company and its plans, operations and financial condition with its the Company's officers, (ii) has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock Shares, and (iii) has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. The Purchaser has such knowledge and experience in financial and business matters that he is capable of (i) evaluating the merits and risks of the purchase of the Shares pursuant to the terms of this Agreement and (ii) protecting his interests in connection therewith. (ce) The Founder Purchaser realizes that his or her purchase of the Stock Shares will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock Shares for an indefinite period of time and to suffer a complete loss on his investment. (df) The Company has disclosed to the Founder Purchaser that: (i) The sale of the Stock Shares has not been registered under the Act, and the Stock Shares must be held indefinitely unless a transfer of it the Shares is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock;Shares or any portion thereof; and (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends. (g) The Purchaser understands that the Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Purchaser's investment intention and representations to the Company.

Warranties and Representations. In connection with 12.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle and has no predetermined plans respecting an acquisition of Significant Assets; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Warrant Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Toronto LLP, Chartered Accountants, are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (Ontario) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, by-laws or resolutions of 1933 as amended the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 12.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Investor hereby agrees, represents and warrants as follows: (a) The Founder Investor is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder Investor further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; , and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Investor only and neither in whole nor in part for any other person. (b) The Founder Investor is aware of the CompanyCorporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision to acquire the Stock. The Founder Investor further represents and warrants that he or she has discussed the Company Corporation and its plans, operations and financial condition with its officers, has received received, to his knowledge all such information as he or she deems necessary and appropriate to enable him or her his to evaluate the financial risk inherent in making an investment in the Stock and and, to his knowledge, has received satisfactory and complete information concerning the business and financial condition of the Company Corporation in response to all inquiries in respect thereof. (c) The Founder Investor realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company Corporation has disclosed to the Founder Investor that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption 5 from such registration is available, and that the Company Corporation is under no obligation to register the Stock; (ii) The Company Corporation will make a notation in its records of the aforementioned restrictions on transfer and legends. (e) Investor is aware of the provisions of Rule 144, promulgated under the Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Investor represents that he understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Act or compliance with an exemption from registration will be required, and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (f) Without in any way limiting the Investor's representations and warranties set forth above, Investor further agrees that he shall in no event make any disposition of all or any portion of the Stock which he is purchasing unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) Investor shall have (1) notified the Corporation of the proposed disposition and furnished the Corporation with a detailed statement of the circumstances surrounding the proposed disposition, and (2) furnished the Corporation with an opinion of his own counsel to the effect that such disposition will not require registration of such shares under the Act, and such opinion of his counsel shall have been concurred in by counsel for the Corporation and the Corporation shall have advised the Investor of such concurrence. 6 Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be required: (i) for any transfer of shares of the Stock in compliance with SEC Rule 144(k), (ii) for any transfer of shares of the Stock by Investor to a Permitted Transferee. It is agreed that the Corporation will not require opinion of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.

Warranties and Representations. In connection with (i) Director has full power and authority to execute this Agreement, to make the proposed purchase representations, warranties and covenants herein contained and to perform all of the Stock, the Founder hereby agrees, represents and warrants as follows:obligations hereunder. (aii) The Founder is purchasing the Stock solely for his own account for investment and not with Director has no present plan or intention to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a view todistribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership of any of the securities of the Company that Director currently owns or may acquire during the term of this Agreement, including the Securities, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefore. Director does not presently have reason to anticipate a change in such intention. (iii) Director hereby: (1) acknowledges that Director or his advisors have examined information concerning the Company contained in the Company’s business plan, as well as the Company’s books and records and have questioned the Company’s officers and directors as to such matters involving the Company as Director deemed appropriate, (2) acknowledges that he has received all the information he has requested from the Company and he considers necessary or appropriate for resale in connection withdeciding whether to acquire the Securities, any distribution thereof within (3) represents that he has had an opportunity to ask questions and receive answers from the meaning Company regarding the terms and conditions of the offering of the Securities Act and to obtain any additional information necessary to verify the accuracy of 1933 as amended such information and (the "Act"). The Founder 4) further represents that he or she does not have any present intention has such knowledge and experience in financial and business matters that he is capable of selling, offering to sell or otherwise disposing evaluating the merits and risk of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other personthis investment. (biv) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants Director acknowledges that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition Securities involves a high degree of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investmentrisk, and represents that he is able, without materially impairing his financial condition, to hold the Stock Securities for an indefinite period of time and to suffer a complete loss on of his investment. (dv) The Company has disclosed If any of Director’s representations in this Agreement cease to be true at any time during the term of this Agreement, Director will deliver to the Founder that: (i) The sale Company’s legal counsel a written statement to that effect, specifying the nature of the Stock has not been registered under the Actchange, and the Stock must which shall be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendssigned by Director.

Warranties and Representations. In connection with the proposed ------------------------------ purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his or her own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder Purchaser realizes that his or her purchase of the Stock will be a highly speculative investment, and he or she is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his or her investment. (d) The Company has disclosed to the Founder Purchaser that: (i) The the sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The the Company will make a notation in its records of the aforementioned restrictions on transfer and legends. (e) The Purchaser is aware of the provisions of Rule 144, promulgated under the Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, including among other things: the resale occurring not less than two years from the date the Purchaser has purchased and paid for the Stock; the availability of certain public information concerning the Company; the sale being through a broker in an unsolicited "broker's transaction" or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and that any sale of the Stock may be made by him or her only in limited amounts during any three-month period not exceeding specified limitations. The Purchaser further represents that he or she understands that at the time he or she wishes to sell the

Warranties and Representations. In connection with You acknowledge that neither the proposed purchase Note nor the shares of Common Stock issuable upon the conversion thereof have been registered under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state, in reliance upon exemptions from registration contained in the 1933 Act and any state securities laws and that the Company's reliance upon such exemption is based in part upon your representations, warranties and agreements contained in this Agreement. To induce the Company to enter into this Agreement and to issue the Note (and the shares of Common Stock, if converted), you warrant and represent, as of the Stockdate hereof, the Founder hereby agrees, represents and warrants as follows: (a) The Founder is You are purchasing the Stock solely Note for his your own account account, with the intention of holding the Note for investment, with no present intention of dividing or allowing others to participate in this investment and not with or of reselling or otherwise participating, directly or indirectly, in a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act Note; and you shall not make any sale, transfer or other disposition of 1933 as amended the Note or the shares of Common Stock issuable upon the conversion thereof (the "ActCommon Shares"). The Founder further represents that he ) without registration under the 1933 Act and any applicable securities laws of any state or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she unless an exemption from registration is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other personavailable under those laws. (b) The Founder is aware Except as otherwise noted, you and/or your purchaser representative has such knowledge and experience in financial and business matters as to be capable of evaluating the Company's business affairs merits and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making risks of an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereofNote. (c) The Founder realizes that his or her You have received and read the Private Placement Memorandum dated December 18, 1995 (the "Memorandum") and understand the information contained therein including the risks of, and other considerations relating to, the purchase of the Stock will be a highly speculative investmentNote, including the risks set forth in the Memorandum under "Risk Factors." (d) You have been given the opportunity to ask questions of, and he is ablereceive answers from, without impairing his financial condition, to hold the Stock for an indefinite period Company concerning the terms and conditions of time the offering and to suffer a complete loss on his obtain additional information necessary to verify the accuracy of the information contained in the Memorandum or such other information as you desired in order to evaluate the investment. (de) The Company has disclosed You have made an independent evaluation of the merits of the investment and acknowledge the high risk nature of the investment. (f) You are not purchasing the Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to you in connection with investments in securities generally. (g) You have carefully read this Agreement and, to the Founder that:extent believed necessary, have discussed the representations, warranties and agreements which you make by signing it and the applicable limitations upon your resale of the Notes and the Common Shares with your counsel. (h) You understand that no federal or state agency has made any finding or determination regarding the fairness of the offering of the Notes for investment, or any recommendation or endorsement of the offering of the Notes, and you must forego the security, if any, such a review would provide. (i) Your overall commitment to investments which are not readily marketable is not disproportionate to your net worth, and your investment in the Notes will not cause such overall commitment to become excessive. (j) You have adequate means of providing for your current needs and personal and family contingencies, have no need for liquidity in your investment in the Notes, and at the present time, could afford a complete loss of such investment. (k) The sale address shown under your signature at the end of this Agreement is your principal residence if you are an individual or your principal business address if a corporation or other entity. (l) You have accurately completed the Stock has Qualified Purchaser Questionnaire attached hereto and have executed such Questionnaire, and any applicable exhibits thereto, where required. (m) You acknowledge that, if you are a Florida resident, you have been informed and recognize that (a) the securities have not been registered under the Florida Securities Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered (b) under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (iiSection 517.061(11) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.Florida Securities Act, you may void the sale of the Notes within three (3)

Warranties and Representations. In connection with the proposed ------------------------------ purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his or her own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder Purchaser realizes that his or her purchase of the Stock will be a highly speculative investment, and he or she is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his or her investment. (d) The Company has disclosed to the Founder Purchaser that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends. (e) The Purchaser is aware of the provisions of Rule 144, promulgated under the Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, including among other things: the resale occurring not less than one year from the date the Purchaser has purchased and paid for the Stock; the availability of certain public information concerning the Company; the sale being through a broker in an unsolicited "broker's transaction" or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and that any sale of the Stock may be made by him or her only in limited amounts during any three-month period not exceeding specified limitations. The Purchaser further represents that he or she understands that at the time he or she wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, he or she would be precluded from selling the Stock under Rule 144 even if the one-year minimum holding period had been satisfied. The Purchaser represents that he or she understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (f) Without in any way limiting the Purchaser's representations and warranties set forth above, the Purchaser further agrees that he or she shall in no event make any disposition of all or any portion of the Stock which he or she is purchasing unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) The Purchaser shall have (1) notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (2) furnished the Company with an opinion of his or her own counsel to the effect that such disposition will not require registration of such shares under the Act, and such opinion of his or her counsel shall have been concurred in by counsel for the Company, and the Company shall have advised the Purchaser of such concurrence.

Warranties and Representations. In connection with 14.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer has no subsidiaries (as that term is purchasing defined in section 1.1 of the (b) apart from the Stock solely for his own account for Subsidiaries, the Issuer has no investment or proposed investment in any other entity that would be material to the business or affairs of the Issuer; (c) the Issuer and not with a view toits Subsidiaries are valid and subsisting corporations duly incorporated and in good standing under the laws of the jurisdiction in which they are incorporated, continued or amalgamated; (d) the Issuer is the beneficial owner of that all of the issued and outstanding shares in the capital of the each of the Subsidiaries, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever; (e) the Subsidiaries are the only subsidiaries of the Issuer and apart from the Subsidiaries, the Issuer has no investment or proposed investment in any other entity that would be material to the business or affairs of the Issuer. All of the securities of each of the Subsidiaries have been validly issued and no person, firm or corporation has any agreement or option, or right or privilege (whether pre- emptive or contractual), capable of becoming an agreement (including convertible securities) for resale the purchase, subscription or issuance of any membership interests in connection witheither of the Subsidiaries; (f) the Issuer and its Subsidiaries are duly registered and licenced to carry on business in the jurisdictions in which they carry on business or own property where so required by the laws of that jurisdiction and are not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (g) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (h) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (i) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non-assessable and, except as disclosed in the Prospectus, no person has any distribution thereof right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer or the Subsidiaries to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (j) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares, Warrant Shares, Agent’s Warrant Shares, Corporate Finance Shares and the Corporate Finance Warrant Shares; (k) except as qualified by the Prospectus, the Issuer is the legal and beneficial owner of and has good and marketable title to the properties, business and assets or the interests in the properties, business or assets referred to in the Prospectus; all agreements by which the Issuer holds an interest in a property, business or asset are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated and all filings and work commitments required to maintain the properties in good standing have been properly recorded and filed in a timely manner with the appropriate regulatory body and there are no mortgages, liens, charges, encumbrances or any other interests in or on such properties; (l) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer and the Subsidiaries, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (m) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer and the Subsidiaries as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (n) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (o) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (p) the Issuer and its Subsidiaries are in compliance with all applicable laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business and which may materially affect the Issuer or its Subsidiaries, have not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer, its Subsidiaries or the business or legal environment under which the Issuer or its Subsidiaries operate; 5347189.1 (q) the Issuer and its Subsidiaries have not caused or permitted the release, in any manner whatsoever, of any pollutants, contaminants, chemicals or industrial toxic or hazardous waste or substances (collectively, the “Hazardous Substances”) on or from any of its properties or assets nor has it received any notice that it is potentially responsible for a clean-up site or corrective action under any applicable laws, statutes, ordinances, by-laws, regulations, or any orders, directions or decisions rendered by any government, ministry, department or administrative regulatory agency relating to the protection of the environment, occupational health and safety or otherwise relating to dealing with Hazardous Substances; (r) the Issuer and the Subsidiaries have all licences, permits , approvals, consents, certificates, registrations and other authorizations (collectively the “Environmental Permits”) under all applicable environmental laws and regulations necessary for the operation of the businesses carried on or currently proposed to be carried on by the Issuer or a Subsidiary and each Environmental Permit is valid, subsisting and in good standing and neither the Issuer nor any Subsidiary is in material default or breach of any Environmental Permit, and to the best of the knowledge of the Issuer, no proceeding is pending or threatened to revoke or limit any Environmental Permit; (s) all operations on the properties of the Issuer and its Subsidiaries have been conducted and are currently conducted in all material respects in accordance with good engineering practices and all applicable material workers’ compensation, and health, safety and workplace laws, regulations and policies; (t) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, by-laws or resolutions of 1933 as amended the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act")Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (u) neither the Issuer nor either of the Subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (v) there are no judgments against the Issuer or the Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer or the Subsidiaries is subject; (w) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (x) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (y) the Issuer has complied with all requirements of National Instrument 43-101, including but not limited to the preparation and filing of technical reports; (z) the Issuer and the Subsidiaries have filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (aa) the Issuer and the Subsidiaries have established on their books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or the Subsidiaries except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer or the Subsidiaries which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer or the Subsidiaries; (bb) the Issuer owns or possesses adequate rights to use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and other intellectual property necessary for the business of the Issuer now conducted and proposed to be conducted, without any conflict with or infringement of the rights of others. The Founder further represents Issuer has received no communication alleging that he the Issuer has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or she trade secrets or other proprietary rights of any other person or entity; (cc) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada)); (dd) the Issuer shall not take any action which would be reasonably expected to result in the delisting or suspension of its common shares on or from the Exchange or on or from any stock exchange, market or trading or quotation facility on which its common shares are listed or quoted and the Issuer shall comply, in all material respects, with the rules and regulations thereof; and that ; (ee) other than the entire legal and beneficial interest Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased forfinder’s fee in connection with the transactions described herein; (ff) the Disclosure Record and all financial, marketing, sales and operational information provided to the Agent do not contain any Misrepresentations; and (gg) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 14.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with The Borrower hereby makes the proposed purchase of the Stockfollowing representations and warranties to ATIS on each Signature Date and Advance Date, the Founder hereby agrees, Borrower represents and warrants as follows: (a) The Founder is purchasing warrants, to ATIS that: it has full power to enter into and perform its obligations in terms of this Agreement and has taken all necessary actions to authorise the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; borrowing hereunder and that the entire legal and beneficial interest borrowing of the Stock he Capital Sum would not cause any borrowing limit binding on the Borrower to be exceeded; this Agreement constitutes a legal, valid, binding and enforceable document and entry into and performance of this Agreement and the transactions contemplated hereby do not conflict with: (and the conclusion and implementation of this Agreement will not contravene) any law or she regulation or any official or judicial order; or any agreement or document to which the Borrower is purchasing a party or which is being purchased forbinding upon it or any of its assets, nor results in the creation or imposition of any security on any of its assets pursuant to the provisions of any such agreement or document; it is not a party to any agreement which has, or which is to the knowledge of the Borrower likely to have, a Material Adverse Effect; it has good title to all its assets and will be held has not sold, or otherwise Disposed of, or encumbered such assets in any way likely to result in the Borrower failing to meet its repayment obligations in terms of this Agreement, save as reflected in its financial statements for the account of, financial years ended on the Founder only last day of June 2006 and neither in whole nor in part for any June 2007 or other person. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment than in the Stock and ordinary course of business; there has received satisfactory and complete information concerning been no change in the business and financial condition of the Company Borrower since publication of the audited annual financial statements of the Borrower for the financial year ended on the last day of June 2007 which would or is likely to have a Material Adverse Effect; it is not in response to all inquiries wilful default in respect thereof. (c) The Founder realizes that his or her purchase of any of its obligations arising from other borrowed monies in excess of R500 000; its obligations hereunder rank and will rank at least pari passu with all the Borrower’s other present and future obligations in relation to any indebtedness; the economic lifespan of the Stock will assets to be financed shall be equal to, or exceed, the Loan Term; this long-term debt is consistent with its capital budget. ATIS has entered into this Agreement on the strength of, and relying on, the warranties and representations, each of which shall be deemed to be a highly speculative investment, separate warranty and he is able, representation given without impairing his financial condition, prejudice to hold the Stock for an indefinite period of time any other warranty and representation and deemed to suffer be a complete loss on his investmentmaterial warranty and representation inducing ATIS to enter into this Agreement. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 1933, as amended (the "Act"). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the CompanyCorporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents 2 and warrants that he or she has discussed the Company Corporation and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company Corporation in response to all inquiries in respect thereof. (c) The Founder Purchaser realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company Corporation has disclosed to the Founder Purchaser that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company Corporation is under no obligation to register the Stock;; and (ii) The Company Corporation will make a notation in its records of the aforementioned restrictions on transfer and legends. (e) The Purchaser is aware of the provisions of Rule 144, promulgated under the Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, including among other things: the resale occurring not less than two years from the date the Purchaser has purchased and paid for the Stock; the availability of certain public information concerning the Corporation; the sale being through a broker in an unsolicited "broker's transaction" or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and that any sale of the Stock may be made by him only in limited amounts during any three-month period not exceeding specified limitations. The Purchaser further represents that he understands that at the time he wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Corporation may not be satisfying the current public information requirements of Rule 144, and that, in such event, he would be precluded from selling the Stock under Rule 144 even if the two-year minimum holding period had been satisfied. The Purchaser represents that he understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (f) Without in any way limiting the Purchaser's representations and 3 warranties set forth above, the Purchaser further agrees that he shall in no event make any disposition of all or any portion of the Stock which he is purchasing unless and until: (i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (ii) The Purchaser shall have (A) notified the Corporation of the proposed disposition and furnished the Corporation with a detailed statement of the circumstances surrounding the proposed disposition, and (B) furnished the Corporation with an opinion of his own counsel to the effect that such disposition will not require registration of such shares under the Act, and such opinion of his counsel shall have been concurred in by counsel for the Corporation and the Corporation shall have advised the Purchaser of such concurrence.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees12.1 The Issuer warrants, represents and warrants as followscovenants to the Agent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not with a view tootherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (e) each material contract listed in the Prospectus has been duly authorized and executed by the Issuer and is enforceable against the Issuer in accordance with each contract’s terms; (f) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (g) the Issuer has no subsidiaries; (h) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares, Warrant Shares, Agent’s Warrant Shares and the Corporate Finance Shares; (i) except as qualified by the Prospectus, the Issuer is the legal and beneficial owner of and has good and marketable title to the properties, business and assets or the interests in the properties, business or assets referred to in the Prospectus; all agreements, licences or permits by which the Issuer holds an interest in a property, business or asset are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated and all filings and work commitments required to maintain the properties in good standing have been properly recorded and filed in a timely manner with the appropriate regulatory body and there are no mortgages, liens, charges, encumbrances or any other interests in or on such properties; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business, its properties and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the risk factors contained in the Prospectus are an accurate and complete summary of the principal risks associated with an investment in the Issuer’s Securities; (l) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International financial reporting standards, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (m) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (n) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (o) the Issuer is in compliance with all applicable laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business and which may materially affect the Issuer, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer or the business or legal environment under which the Issuer operates; (p) the Issuer has not caused or permitted the release, in any manner whatsoever, of any pollutants, contaminants, chemicals or industrial toxic or hazardous waste or substances (collectively, the “Hazardous Substances”) on or from any of its properties or assets nor has it received any notice that it is potentially responsible for a clean-up site or corrective action under any applicable laws, statutes, ordinances, by-laws, regulations, or any orders, directions or decisions rendered by any government, ministry, department or administrative regulatory agency relating to the protection of the environment, occupational health and safety or otherwise relating to dealing with Hazardous Substances; (q) the Issuer has all licences, permits, approvals, consents, certificates, registrations and other authorizations (collectively the “Permits”) under all applicable laws and regulations necessary for the operation of the business carried on or currently proposed to be carried on by the Issuer as set out in the Prospectus and each Permit is valid, subsisting and in good standing and the Issuer is not in material default or breach of any Permit, and to the best of the knowledge of the Issuer, no proceeding is pending or threatened to revoke or limit any Permit; (r) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, articles, by- laws or resolutions of 1933 the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (s) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (t) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (u) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (v) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (w) the Issuer has complied with all requirements of National Instrument 43-101, including but not limited to the preparation and filing of technical reports; (x) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (y) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (z) the Issuer owns or possesses adequate rights to use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and other intellectual property necessary for the business of the Issuer now conducted and proposed to be conducted, without any conflict with or infringement of the rights of others; (aa) the Issuer has received no communication alleging that the Issuer has violated or, by conducting its business as amended proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity; (bb) the "Act"). The Founder further represents that he or she Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada)); (cc) the Issuer shall not take any action which would be reasonably expected to result in the delisting or suspension of its common shares on or from the Exchange or on or from any stock exchange, market or trading or quotation facility on which its common shares are listed or quoted and the Issuer shall comply, in all material respects, with the rules and regulations thereof; and that ; (dd) other than the entire legal and beneficial interest Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (ee) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 12.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with 11.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Warrant Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International Financial Reporting Standards, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditor of the Issuer who audited the financial statements of the Issuer for the most recent financial period and who provided its audit report thereon is a firm of independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditor of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business and which may materially affect the Issuer, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Issuer or the business or legal environment under which the Issuer operates; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, notice of 1933 as amended articles, articles or resolutions of the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the Distribution under the Prospectus. 11.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation duly incorporated and in good standing under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder is aware of the Company's business affairs it has full corporate power and financial condition authority to enter into this Agreement and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and fulfill its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.obligations hereunder; (c) The Founder realizes that his or her purchase it is a member in good standing of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment.Exchange; and (d) The Company it has disclosed complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Exchange, in relation to trading in the Securities and all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with 12.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder is purchasing the Stock solely for his own account for investment Issuer and not with a view toits subsidiaries, or for resale if any, are valid and subsisting corporations duly incorporated and in connection with, any distribution thereof within good standing under the meaning laws of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he jurisdictions in which they are incorporated, continued or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person.amalgamated; (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company Issuer and its planssubsidiaries, operations if any, are duly registered and financial condition with its officers, has received all such information as he licenced to carry on business or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment own property in the Stock and has received satisfactory and complete information concerning jurisdictions in which they carry on business or own property where so required by the business and financial condition laws of the Company in response to all inquiries in respect thereof.that jurisdiction; (c) The Founder realizes that his or her purchase the authorized and issued capital of the Stock will be a highly speculative investment, Issuer is as disclosed in the Prospectus and he is able, without impairing his financial condition, to hold the Stock for an indefinite period issued and outstanding common shares of time the Issuer are fully paid and to suffer a complete loss on his investment.non-assessable; (d) The Company has disclosed the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares, Agent's Warrant Shares, and Corporate Finance Shares; (e) except as qualified by the Prospectus and Registration Statement, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Prospectus and Registration Statement; all agreements by which the Issuer holds an interest in a property, business or asset are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the Prospectus and the Registration Statement will contain full, true and plain disclosure of all Material Facts in relation to the Founder Issuer, its subsidiaries (if any), its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (g) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer and its subsidiaries, if any, as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since that date, except as fully and plainly disclosed in the Prospectus; (h) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Applicable Legislation, the 1933 Act, the Exchange Act and the corporate law of the jurisdiction in which it was incorporated in relation to the issue and trading of its securities and in all matters relating to the Offering; (i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Issuer is a party; (j) except as disclosed in the Prospectus and the Registration Statement, neither the Issuer or its subsidiaries, if any, is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer or any of its subsidiaries, if any, which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer or any of its subsidiaries, if any, is subject; (l) this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and the Issuer has full corporate power and authority to undertake the Offering; (m) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus and the Registration Statement; (n) no order ceasing, halting or suspending trading in securities of the Issuer or prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (o) except as disclosed in the Prospectus and the Registration Statement, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (p) the Issuer and its subsidiaries, if any, have filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; (q) the Issuer and its subsidiaries, if any, have established on their books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer or its subsidiaries, if any, which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer or its subsidiaries, if any; (r) the Issuer owns or possesses adequate rights to use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and other intellectual property necessary for the business of the Issuer now conducted and proposed to be conducted, without any conflict with or infringement of the rights of others. The Issuer has received no communication or alleging that the Issuer has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution or delivery of this Agreement nor the carrying on of the business of the Issuer by the employees of the Issuer, nor the conduct of the business of the Issuer will conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated; (s) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issuer is entitled to any brokerage, agency or finder's fee in connection with the transactions described herein; and (t) the warranties and representations in this Subsection are true and correct and will remain so as of the Closing. 12.2 The Agent warrants and represents to the Issuer that: (ia) The sale it is a valid and subsisting corporation under the law of the Stock has not been registered under the Actjurisdiction in which it was incorporated, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act continued or an exemption from such registration is available, and that the Company is under no obligation to register the Stockamalgamated; (iib) The Company will make it is a notation member in its records good standing of the aforementioned restrictions on transfer Exchange; and (c) it has complied with and legendswill fully comply with the requirements of all applicable securities laws, including, without limitation, the Applicable Legislation and the by-laws and rules of the Exchange, in relation to trading in the Securities and all matters relating to the Offering.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees, Client warrants and represents that each Account Receivable sold and warrants as follows: assigned to Factor hereunder: (a) The Founder is purchasing the Stock solely for his own account for investment shall be genuine and not with valid and shall represent a view to, completed delivery or for resale performance in connection with, any distribution thereof within the meaning fulfillment in every respect of the Securities Act terms, conditions and specifications of 1933 as amended a bona fide, uncancelled and unexpired sale or service in the ordinary course of business to a customer which is not affiliated with Client in full compliance with the specifications of such customer; (b) Client shall be at the "Act"). The Founder further represents that he time of delivery or she does not have any present intention performance the absolute owner of sellingall merchandise and other property involved; (c ) except for Factor's interest therein, offering to sell there are no security interests, liens or otherwise disposing of or distributing encumbrances thereon; (d) is enforceable for the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, full amount thereof and will be held subject to no dispute or claim by the customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (e) will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which are not shown on the face of the invoice thereof; (f) will not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; (g) is payable in United States Dollars and has been invoiced to the customer by an invoice that bears notice of the sale and assignment to Factor in compliance with the terms of this Agreement; and (h) will not represent a "pack, bill ▇▇▇ hold" transaction unless Client furnishes Factor with a copy of the customer's purchase order and has obtained customer's agreement to grant Factor a security interest in the merchandise and to pay for the account of, merchandise at the Founder only and neither in whole nor in part for any other person. (b) The Founder is aware maturity date of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he invoice irrespective of whether or she has discussed the Company and its plans, operations and financial condition with its officers, not Client has received all such information as he or she deems necessary and appropriate instructions to enable him or her to evaluate deliver the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereofsame. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 1933, as amended (the "Act"). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the CompanyCorporation's business affairs and financial condition and has acquired sufficient information about the Company Corporation to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents and warrants that he or she has discussed the Company Corporation and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company Corporation in response to all inquiries in respect thereof. (c) The Founder realizes that his or her Such Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of such Purchaser's prospective investment in the Company, (ii) has the ability to bear the economic risks of such Purchaser's prospective investment in the Company, (iii) has been furnished with and has had access to such information as such Purchaser has considered necessary to make a determination as to the purchase of the Stock will be a highly speculative investment, and he Securities together with such additional information as is able, without impairing his financial condition, necessary to hold verify the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale accuracy of the Stock information supplied, (iv) has had all questions which have been asked by such Purchaser satisfactorily answered by the Company, (v) has not been registered under offered the ActSecurities by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media and the Stock must be held indefinitely unless (vi) has a transfer of it is subsequently registered under the Act pre-existing personal or an exemption from such registration is available, and that business with the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records or with any of the aforementioned restrictions on transfer and legendsCompany's officers or directors.

Warranties and Representations. In connection with 10.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer and its subsidiaries, if any, are valid and subsisting corporations duly incorporated and in good standing under the Delaware General Corporations Law; (b) the Issuer and its subsidiaries, if any, are duly registered and licenced to carry on business or own property in the jurisdictions in which they carry on business or own property; (c) the authorized and issued capital of the Issuer is purchasing as disclosed in the Stock solely for his own account for investment Prospectus and not with the issued and outstanding shares of the Issuer are fully paid and non-assessable; (d) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares, Agent's Warrant Shares and the Corporate Finance Shares; (e) except as qualified by the Prospectus, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Prospectus; all agreements by which the Issuer holds an interest in a view toproperty, business or for resale asset are in connection withgood standing according to their terms, any distribution thereof and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the Prospectus will and does contain full, true and plain disclosure of all "material facts", within the meaning of the Securities Act (British Columbia), in relation to the Issuer, its subsidiaries (if any), its business and its securities, and will and does not contain any "misrepresentations" within the meaning of the Securities Act (British Columbia), and is accurate in all material respects and omits no fact, the omission of which will make such representations misleading or incorrect; (g) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with United States generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer and its subsidiaries, if any, as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since that date, except as fully and plainly disclosed in the Prospectus; (h) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Act (British Columbia) and the U.S. Securities Act of 1933 (the "1933 Act") and their regulations and the Delaware General Corporations Law in relation to the issue and trading of its securities and in all matters relating to the Offering; (i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Issuer is a party; (j) except as disclosed in the Prospectus, neither the Issuer or its subsidiaries, if any, is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (k) there are no judgments against the Issuer or any of its subsidiaries, if any, which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer or any of its subsidiaries, if any, is subject; (l) this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and the Issuer has full corporate power and authority to undertake the Offering; (m) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus or otherwise to the Agent; (n) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (o) except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or its subsidiaries, if any, or any other security convertible into or exchangeable for any such shares, or to require the Issuer or its subsidiaries, if any, to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (p) the Issuer and its subsidiaries, if any, have filed all federal, state, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; (q) the Issuer and its subsidiaries, if any, have established on their books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer or its subsidiaries, if any, except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer or its subsidiaries, if any, which are known by the Issuer's management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer or its subsidiaries, if any ; (r) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issuer is entitled to any brokerage, agency or finder's fee in connection with the transactions described herein; and (s) except as set out in the Prospectus, or otherwise disclosed to the Agents in writing, the Issuer will not issue or sell or agree to issue or sell any common shares in its capital, or securities convertible into or exchangeable into common shares prior to the Effective Date, other than at a price equal to the price at which the Shares are offered, without the prior written consent of the Agents, which consent will not be unreasonably withheld and the Issuer agrees that any such common shares or securities convertible into or exchangeable into common shares will be sold to accounts with the Agents; and (t) the Issuer shall file a registration statement with the U.S. Securities and Exchange Commission ("SEC")seeking the registration of the Issuer's class of common shares pursuant to Section12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Founder further represents , and thereafter shall diligently prosecute such registration so that he or she does not have any present intention of sellingit may, offering to sell or otherwise disposing of or distributing with the Stock or any portion thereof; and that the entire legal and beneficial interest consent of the Stock he Agents become effective on the sixtieth day following such filing (or she is purchasing is being purchased forsuch earlier date as shall be mutually satisfactory to the Agents and the Issuer) and prior to the Offering Day, and shall thereafter timely make all such filings as are required by section 13 of the Exchange Act; and (u) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 10.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all applicable securities laws, including, without limitation, the Securities Act (British Columbia), its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, all matters relating to hold the Stock for an indefinite period of time and to suffer a complete loss on his investmentOffering. (d) 10.3 The Company has disclosed Issuer warrants and represents to the Founder that: Agents that neither the Issuer nor any other person described in SEC Rule 262(a) or (ib) The sale is or has been the subject of the Stock has not been registered under the Actany matters or proceedings as described therein, and the Stock must be held indefinitely unless a transfer Agents warrant and represent to the Issuer that neither it nor any of it its directors or officers is subsequently registered under or has been the Act subject of any matters or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; proceedings as described in SEC Rule 262(b) or (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsc).

Warranties and Representations. In connection with 11.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or businesses in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle and has no predetermined plans respecting an acquisition of Significant Assets; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Option Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, articles or resolutions of 1933 as amended the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters (other than a halt required by the Exchange for such other company’s Qualifying Transaction or other major transaction) and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 11.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees, 1.1 The Vendor represents and warrants as followsto the Purchasers with the intent that the Purchasers will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein, that: (a) The Founder the Vendor is purchasing the Stock solely for his own account for investment registered and not with a view tobeneficial owner of the Shares and the Vendor has no interest, legal or beneficial, direct or indirect, in any shares of, or for resale in connection with, any distribution thereof within the meaning assets or business of the Securities Act of 1933 as amended (Company other than the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person.Shares; (b) The Founder is aware the Shares are validly issued and outstanding as fully paid and non-assessable in the capital of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plansare free and clear of all liens, operations charges and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.encumbrances; (c) The Founder realizes that his or her purchase the Vendor has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, Shares to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment.Purchasers; and (d) The Company no person, firm, corporation or entity of any kind has disclosed to or will have on or after the Founder thatClosing Date (hereinafter defined) any agreement, right or option, consensual or arising by law, present or future, contingent, pre-emptive or absolute, or capable of becoming an agreement, right or option: (i) The sale to require the Company to issue any further or other shares in its capital or any other security or interest convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock;Company, (ii) The Company will make a notation in its records for the issue or allotment of any of the aforementioned restrictions authorized but unissued shares in the capital of the Company, (iii) to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding shares in the capital of the Company, or (iv) to purchase or otherwise acquire any shares in the capital of the Company. 1.2 The Purchasers warrant and represent to the Vendor with the intent that the Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale herein, the Purchasers have the power and capacity and good and sufficient right and authority to enter into this Agreement on transfer the terms and legendsconditions herein set forth.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder Purchaser hereby agrees, represents and warrants as follows: (a) The Founder Purchaser is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "“Act"”). The Founder Purchaser further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder Purchaser only and neither in whole nor in part for any other person. (b) The Founder Purchaser is aware of the Company's ’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder Purchaser further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder Purchaser realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder Purchaser that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees, Client warrants and represents that each account receivable assigned and warrants as follows: sold to Factor hereunder: (a) The Founder is purchasing the Stock solely for his own account for investment shall be genuine and not with valid and shall represent a view to, completed delivery or for resale performance in connection with, any distribution thereof within the meaning fulfillment in every respect of the Securities Act terns, conditions and specifications of 1933 as amended (a bona fide, uncancelled and unexpired sale or service in the "Act"). The Founder further represents that he or she does ordinary course of business to a customer which is not have any present intention affiliated with Client in full compliance with the specifications of sellingsuch customer, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) The Founder is aware Client shall be at the time of delivery or performance the Company's business affairs absolute owner of all merchandise and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. other property involved; (c) The Founder realizes that his except for Factor's interest therein, there are no security interests, liens or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. encumbrances thereon: (d) The Company has disclosed will be subject to no dispute or claim by the Founder that: customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (ie) The sale will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which are not shown on the face of the Stock has invoice thereof; (f) will not been registered under the Actrepresent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; and (g) will not represent a "pack, ▇▇▇▇ and the Stock must be held indefinitely hold" transaction unless Client furnishes Factor with a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records copy of the aforementioned restrictions on transfer customer's purchase order and legendshas obtained customer's agreement to grant Factor a security interest in the merchandise and to pay for the merchandise at the maturity date of the invoice irrespective of whether or not Client has received instructions to deliver the same.

Warranties and Representations. In connection with the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as follows: (a) The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock Stock, must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with 11.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle and has no predetermined plans respecting an acquisition of Significant Assets; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in connection withthe capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any distribution thereof of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and the Agent’s Warrant Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with Canadian generally accepted accounting principles, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon are independent public accountants as required under Applicable Legislation and there has never been a reportable event (within the meaning of National Instrument 51-102) with the present auditors of the Issuer; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business; (o) the issue and sale of the Securities Act by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, by-laws or resolutions of 1933 as amended the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the "Act"). The Founder further represents Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that he have common directors, officers or she promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any present intention loans or other indebtedness outstanding which has been made to any of sellingits shareholders, offering to sell officers, directors or otherwise disposing of employees, past or distributing the Stock present, or any portion thereof; and that person not dealing at “arm’s length” (as such term is used in the entire legal and beneficial interest Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Stock he Issuer is entitled to any brokerage, agency or she is purchasing is being purchased for, finder’s fee in connection with the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will be held for remain so as of the account ofconclusion of the distribution under the Prospectus. 11.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, the Founder only and neither in whole nor in part for any other person.continued or amalgamated; (b) The Founder it is aware a member in good standing of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.Exchange; and (c) The Founder realizes that his or her purchase it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Stock will be a highly speculative investmentExchange, in relation to trading in the Securities and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed all matters relating to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legendsOffering.

Warranties and Representations. In connection with the proposed purchase of the Stock▇▇.▇. ▇▇▇ warrant and represent to us on a continuing basis that all information that you supply to us is complete, the Founder hereby agreestrue, represents accurate and warrants as followsnot misleading in any material respect, and that: (a) The Founder is purchasing the Stock solely for his own account for investment you are acting as a principal and not with as another party’s agent or representative; b) you are not prevented by any legal disability or subject to any law or regulation that would prevent you from performing your obligations under the Agreement and any related transactions contemplated by it; c) you have all necessary consents and have the authority to enter into the Agreement and any subsequent Orders, Contracts or other transactions contemplated by any of them (and if you are a view tobody corporate, you are properly empowered and have obtained all necessary corporate or for resale in connection with, any distribution thereof within other authority pursuant to its constitutional and organisational documents); d) you will assume the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased forrisk in, and will be held for the account ownership of, the Founder purchased currency upon payment of the full amount of the sold currency as directed by your instructions contained in the relevant Order; e) if a Contract is a forward transaction it is a MiFID exempt forward transaction; f) all Orders are placed in pursuance of your usual trade or business; g) all Orders will be for commercial purposes only and neither in whole nor in part not for any other person.currency speculation and not for investment business; (bh) The Founder is aware you will at all times comply with all relevant laws, regulations, exchange control requirements and registration requirements; and i) you undertake to inform us with immediate effect, if you are a corporation, where beneficial ownership of the Company's business affairs your corporation changes by more than 10% and financial condition and has acquired sufficient to provide such information about the Company to reach an informed and knowledgeable decision to acquire the Stockus as we request concerning such beneficial ownership. The Founder further represents Card and warrants E-money are issued by Equals Money International Limited, Vintners’ Place, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ who are authorised by the Financial Conduct Authority to conduct electronic money service activities under the Electronic Money Regulations 2011 (Ref: 900493) and an issuer of E-money. The Card is a prepaid card and is the property of Equals Money International Limited. It is not transferable to anyone else. Funds received in exchange for E-money that he or she has discussed been issued will be subject to the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment safeguarding requirements outlined in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereofAgreement. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with the proposed ------------------------------ purchase of the Stock, the Founder hereby agrees, represents and warrants as follows: (a) The Founder is purchasing the Stock solely for his own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other person. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

Warranties and Representations. In connection with 12.1 The Issuer warrants and represents to the proposed purchase of the Stock, the Founder hereby agrees, represents and warrants as followsAgent that: (a) The Founder the Issuer is purchasing a valid and subsisting corporation duly incorporated and in good standing under the Stock solely for his own account for investment laws of the jurisdiction in which it is incorporated, continued or amalgamated; (b) the Issuer is duly registered and licenced to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (c) the Issuer has full corporate power and authority to carry on its business as now carried on by it and to undertake the Offering and this Agreement has been, or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer; (d) the Issuer has not carried on any business other than the identification and evaluation of assets or business in connection with a view topotential Qualifying Transaction, and will continue to limit its business in this manner until the completion of the Qualifying Transaction; (e) the Issuer has not entered into an Agreement in Principle and has no predetermined plans respecting an acquisition of Significant Assets; (f) all of the material transactions of the Issuer have been promptly and properly recorded or filed in its books or records and its minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception; (g) the authorized capital of the Issuer is as disclosed in the Prospectus and the issued and outstanding common shares of the Issuer are fully paid and non- assessable and, except as disclosed in the Prospectus, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for resale the issue or allotment of any unissued shares in the capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (h) the Issuer has no subsidiaries; (i) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares and Agent’s Option Shares; (j) the Prospectus will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, its business and its securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (k) the financial statements of the Issuer which form part of the Prospectus have been prepared in accordance with International Financial Reporting Standards, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since the date thereof, and the business of the Issuer has been carried on in the usual and ordinary course consistent with past practice except as fully and plainly disclosed in the Prospectus; (l) the auditors of the Issuer who audited the financial statements of the Issuer for the most recent financial year-end and who provided their audit report thereon have represented to the Issuer that they are independent public accountants as required under Applicable Legislation; (m) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and its regulations and the Business Corporations Act (Ontario) in relation to the issue and trading of its securities and in all matters relating to the Offering; (n) the Issuer is in compliance with all applicable laws, regulations and statutes in the jurisdictions in which it carries on business; (o) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under (A) any statute, rule or regulation applicable to the Issuer including, without limitation, the Applicable Legislation; (B) the constating documents, by-laws or resolutions of the Issuer which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which the Issuer is a party or by which it is bound; or (D) any judgment, decree or order binding the Issuer or the property or assets of the Issuer; (p) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (q) there are no judgments against the Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Issuer is subject; (r) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (s) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (t) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, or any amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable; (u) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer’s management to be pending, and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (v) the Issuer does not have any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada)); (w) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issuer is entitled to any brokerage, agency or finder’s fee in connection withwith the transactions described herein; and (x) the warranties and representations in this Subsection are true and correct and will remain so as of the conclusion of the distribution under the Prospectus. 12.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, continued or amalgamated; (b) it is a member in good standing of the Exchange; (c) it has complied with and will fully comply with the requirements of all Applicable Legislation, its rules and regulations and the by-laws and rules of the Exchange, in relation to trading in the Securities and all matters relating to the Offering; (d) it is a registered dealer (or the equivalent) in each jurisdiction in which the Shares will be offered to purchasers pursuant to the Prospectus; (e) it will conduct activities in connection with arranging for the sale and distribution of the Shares in compliance with Applicable Legislation and provisions of this Agreement; (f) it will notify the Issuer when, it its sole opinion, the Distribution shall have ceased and provide the Issuer the distribution numbers for each jurisdiction where such breakdown is required for the purpose of calculating fees payable to the Commissions; (g) it will not make any distribution thereof representation or warranty with respect to the Issuer other than as set forth in the Agreement and the Prospectus without the prior approval of the Issuer; (h) it will not make use of any “greensheet” in respect of the Issuer and the Offering without prior approval of the Issuer; (i) it has good and sufficient rights to enter into this Agreement and to complete the transactions contemplated under this Agreement; and (j) it is not a “connected issuer” or a “related issuer” within the meaning of the Securities Act of 1933 as amended (the "Act"). The Founder further represents that he or she does not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Stock or any portion thereof; and that the entire legal and beneficial interest of the Stock he or she is purchasing is being purchased for, and will be held for the account of, the Founder only and neither in whole nor in part for any other personNational Instrument 33-105 – Underwriting Conflicts. (b) The Founder is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Founder further represents and warrants that he or she has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as he or she deems necessary and appropriate to enable him or her to evaluate the financial risk inherent in making an investment in the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Founder realizes that his or her purchase of the Stock will be a highly speculative investment, and he is able, without impairing his financial condition, to hold the Stock for an indefinite period of time and to suffer a complete loss on his investment. (d) The Company has disclosed to the Founder that: (i) The sale of the Stock has not been registered under the Act, and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Act or an exemption from such registration is available, and that the Company is under no obligation to register the Stock; (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends.