Common use of Follow-On Transactions Clause in Contracts

Follow-On Transactions. Any related products, ‘follow on’ project(s) or, ongoing income streams arising from the financial facilities related to the Confirmed Prospective Resource(s), or other Projects, licensing relationships, distribution relationships, marketing relationships, or any other associations utilizing the Confirmed Prospective Resource(s) introduced to the Company or its principals by Finder, shall be deemed part of this AGREEMENT under the same terms and conditions outlined herein. Notice of such follow on transactions shall be made to Finder upon Company or its principals undertaking solicitation of finance and added to this AGREEMENT under Exhibit A attached and made a part hereof. Secrecy AGREEMENT in Perpetuity: In addition to the terms of the Non-Disclosure, etcetera AGREEMENT herein, the COMPANY further specifically agrees not to discuss or utilize any of the FINDER‘s proprietary information given by the FINDER to the COMPANY specifically regarding the sources provided by the FINDER to the COMPANY and furthermore specifically regarding the proprietary “Investor Presentation Document(s)” I/DPD manual, which may be presented to the COMPANY to be completed before investor introduction(s) are made, with any individual or entity not directly a party to this AGREEMENT whatsoever as the COMPANY agrees this information is to be considered in perpetuity to be absolutely proprietary information and is to be treated as such in perpetuity under this secrecy AGREEMENT which shall remain in force in perpetuity even after the expiration of this AGREEMENT. The COMPANY further agrees and understands that when the FINDER shares the contents of the “Investor Presentation Document(s) Manual” referenced above, it also is the proprietary property in perpetuity of FINDER, and the COMPANY agrees and understands that the I/DPD Manual represents one of the most valuable corporate assets of the FINDER, and, the COMPANY specifically agrees to treat it as such and be bound under the secrecy AGREEMENT in perpetuity regarding same I/DPD Manual. Furthermore, the COMPANY specifically agrees that the Source(s) introduced to the COMPANY by the FINDER shall be treated in perpetuity as the sole proprietary relationship property of the FINDER, and the COMPANY will not attempt to do business of any kind in the future even after the expiration of this AGREEMENT with the Source(s) of the FINDER introduced to the COMPANY under this AGREEMENT without the expressed written permission of the FINDER; nor, in perpetuity, will the COMPANY ever disclose the identity of the Source(s), relationships, funders, providers of services, associations, etcetera, introduced to the COMPANY by the FINDER to any party not a party of this AGREEMENT, without the prior written permission of the FINDER. The COMPANY also agrees under this Secrecy AGREEMENT not to share the identity(ies) and/or contact information of any of the sources and/or associations of the FINDER with any third party without prior written permission of the FINDER. The COMPANY specifically agrees that this Secrecy AGREEMENT applies to any and all third parties, including but not limited to any and all Intermediary(ies) involved with the transaction. ______ (Company initials here – initialing here indicates understanding and responsibility to the terms of this Secrecy AGREEMENT) Services expressly NOT rendered by the FINDER & Industry Status: Should the goals of the COMPANY require equity, the FINDER hereby declares that the FINDER is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the FINDER introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the FINDER with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the FINDER will not engage, to wit; the FINDER will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The FINDER will not hold or transfer any funds between any investor(s) and the COMPANY. The FINDER will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The FINDER will only introduce (a) potential investor(s) and will not transfer any written information to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by the COMPANY directly to the investor(s) without the involvement of the FINDER. The COMPANY will however carbon copy the FINDER in any and all written communications by and between the COMPANY and investor(s) introduced by the FINDER to: xxxx.xxxxxxx@xxxxxxxxxxxxxxXXXXXXx.xxx. The FINDER will not advise the COMPANY regarding any investment. The FINDER will not advise any investor(s) regarding an investment in the project of the COMPANY. The FINDER attests that the FINDER has no knowledge of having ever engaged in any securities violations. The FINDER has never been subject to any disciplinary action(s). The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations that the FINDER did not undertake the above activities.

Follow-On Transactions. Any related products, ‘follow on’ project(s) or, ongoing income streams arising from the financial facilities related to the Confirmed Prospective Resource(s), or other Projects, licensing relationships, distribution relationships, marketing relationships, or any other associations utilizing the Confirmed Prospective Resource(s) introduced to the Company or its principals by Finder, shall be deemed part of this AGREEMENT under the same terms and conditions outlined herein. Notice of such follow on transactions shall be made to Finder upon Company or its principals undertaking solicitation of finance and added to this AGREEMENT under Exhibit A attached and made a part hereof. Secrecy AGREEMENT in Perpetuity: In addition to the terms of the Non-Disclosure, etcetera AGREEMENT herein, the COMPANY further specifically agrees not to discuss or utilize any of the FINDER‘s proprietary information given by the FINDER to the COMPANY specifically regarding the sources provided by the FINDER to the COMPANY and furthermore specifically regarding the proprietary “Investor Presentation Document(s)” I/DPD manual, which may be presented to the COMPANY to be completed before investor introduction(s) are made, with any individual or entity not directly a party to this AGREEMENT whatsoever as the COMPANY agrees this information is to be considered in perpetuity to be absolutely proprietary information and is to be treated as such in perpetuity under this secrecy AGREEMENT which shall remain in force in perpetuity even after the expiration of this AGREEMENT. The COMPANY further agrees and understands that when the FINDER shares the contents of the “Investor Presentation Document(s) Manual” referenced above, it also is the proprietary property in perpetuity of FINDER, and the COMPANY agrees and understands that the I/DPD Manual represents one of the most valuable corporate assets of the FINDER, and, the COMPANY specifically agrees to treat it as such and be bound under the secrecy AGREEMENT in perpetuity regarding same I/DPD Manual. Furthermore, the COMPANY specifically agrees that the Source(s) introduced to the COMPANY by the FINDER shall be treated in perpetuity as the sole proprietary relationship property of the FINDER, and the COMPANY will not attempt to do business of any kind in the future even after the expiration of this AGREEMENT with the Source(s) of the FINDER introduced to the COMPANY under this AGREEMENT without the expressed written permission of the FINDER; nor, in perpetuity, will the COMPANY ever disclose the identity of the Source(s), relationships, funders, providers of services, associations, etcetera, introduced to the COMPANY by the FINDER to any party not a party of this AGREEMENT, without the prior written permission of the FINDER. The COMPANY also agrees under this Secrecy AGREEMENT not to share the identity(ies) and/or contact information of any of the sources and/or associations of the FINDER with any third party without prior written permission of the FINDER. The COMPANY specifically agrees that this Secrecy AGREEMENT applies to any and all third parties, including but not limited to any and all Intermediary(ies) involved with the transaction. ______ (Company initials here – initialing here indicates understanding and responsibility to the terms of this Secrecy AGREEMENT) Services expressly NOT rendered by the FINDER & Industry Status: Should the goals of the COMPANY require equity, the FINDER hereby declares that the FINDER is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the FINDER introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the FINDER with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the FINDER will not engage, to wit; the FINDER will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The FINDER will not hold or transfer any funds between any investor(s) and the COMPANY. The FINDER will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The FINDER will only introduce (a) potential investor(s) and will not transfer any written information to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by the COMPANY directly to the investor(s) without the involvement The Company understands that some or all of the FINDER. The COMPANY will however carbon copy FT Purchasers may be acquiring the FINDER in any and Flow-Through Units with the intention of (i) donating all written communications by and between or a portion of the COMPANY and investor(s) introduced by the FINDER to: xxxx.xxxxxxx@xxxxxxxxxxxxxxXXXXXXx.xxx. The FINDER will not advise the COMPANY regarding any investment. The FINDER will not advise any investor(s) regarding an investment Flow- Through Units to a “qualified donee”, as defined in the project Tax Act, as part of a charitable donation arrangement, or (ii) immediately selling all or a portion of the COMPANY. Flow-Through Units to a third party (each a “Follow-On Transaction”). (b) The FINDER attests Agents acknowledge that the FINDER Company has no knowledge of having ever engaged any Follow-On Transaction other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transaction, other than to register any transfer of securities violationsas a result. (c) The Agents do not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Agents in connection with any Follow-On Transaction are excluded from this Agreement. The FINDER has never been subject consideration payable to any disciplinary action(s)the Agents hereunder is for the Agents’ services in respect of the Offering only. The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations parties further acknowledge that the FINDER did Company is not undertake entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur. (d) The Company shall not be liable or responsible for any breach of any covenant or representation given in this Agreement which is dependent on the above activitiesFlow-Through Unit Shares and Warrants comprising the Flow-Through Units qualifying as “flow-through shares” as defined in subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act with respect to Québec FT Purchasers, if the Flow-Through Unit Shares and Warrants comprising the Flow-Through Units do not so qualify because they are “prescribed shares” or “prescribed rights” under section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act as a result of a Follow-On Transaction. For certainty, all other covenants and representations given by the Company in this Agreement which are not affected directly by any Follow-On Transaction shall remain in full force and effect.

Follow-On Transactions. Any related products(i) The Company understands that following the Closing, ‘follow on’ project(s) or, ongoing income streams arising from the financial facilities related to the Confirmed Prospective Resource(s), some or other Projects, licensing relationships, distribution relationships, marketing relationships, or any other associations utilizing the Confirmed Prospective Resource(s) introduced to the Company or its principals by Finder, shall be deemed part of this AGREEMENT under the same terms and conditions outlined herein. Notice of such follow on transactions shall be made to Finder upon Company or its principals undertaking solicitation of finance and added to this AGREEMENT under Exhibit A attached and made a part hereof. Secrecy AGREEMENT in Perpetuity: In addition to the terms all of the Non-Disclosure, etcetera AGREEMENT herein, the COMPANY further specifically agrees not to discuss or utilize any of the FINDER‘s proprietary information given FT Units may be donated by the FINDER Subscribers to one or more “qualified donees”, as defined in the COMPANY specifically regarding the sources provided Tax Act, and subsequently may be sold to investors by the FINDER qualified donee or qualified donees (the “Follow-On Transactions”). (ii) The Underwriters will cause or arrange for the purchasers to deliver such documentation respecting the COMPANY and furthermore specifically regarding the proprietary “Investor Presentation Document(s)” I/DPD manual, which Follow-on Transactions as may be presented to the COMPANY to be completed before investor introduction(s) are made, with any individual or entity not directly a party to this AGREEMENT whatsoever as the COMPANY agrees this information is to be considered in perpetuity to be absolutely proprietary information and is to be treated as such in perpetuity under this secrecy AGREEMENT which shall remain in force in perpetuity even after the expiration of this AGREEMENT. The COMPANY further agrees and understands that when the FINDER shares the contents of the “Investor Presentation Document(s) Manual” referenced above, it also is the proprietary property in perpetuity of FINDER, and the COMPANY agrees and understands that the I/DPD Manual represents one of the most valuable corporate assets of the FINDER, and, the COMPANY specifically agrees to treat it as such and be bound under the secrecy AGREEMENT in perpetuity regarding same I/DPD Manual. Furthermore, the COMPANY specifically agrees that the Source(s) introduced to the COMPANY by the FINDER shall be treated in perpetuity as the sole proprietary relationship property of the FINDER, and the COMPANY will not attempt to do business of any kind in the future even after the expiration of this AGREEMENT with the Source(s) of the FINDER introduced to the COMPANY under this AGREEMENT without the expressed written permission of the FINDER; nor, in perpetuity, will the COMPANY ever disclose the identity of the Source(s), relationships, funders, providers of services, associations, etcetera, introduced to the COMPANY by the FINDER to any party not a party of this AGREEMENT, without the prior written permission of the FINDER. The COMPANY also agrees under this Secrecy AGREEMENT not to share the identity(ies) and/or contact information of any of the sources and/or associations of the FINDER with any third party without prior written permission of the FINDER. The COMPANY specifically agrees that this Secrecy AGREEMENT applies to any and all third parties, including but not limited to any and all Intermediary(ies) involved with the transaction. ______ (Company initials here – initialing here indicates understanding and responsibility to the terms of this Secrecy AGREEMENT) Services expressly NOT rendered by the FINDER & Industry Status: Should the goals of the COMPANY require equity, the FINDER hereby declares that the FINDER is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the FINDER introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the FINDER with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the FINDER will not engage, to wit; the FINDER will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The FINDER will not hold or transfer any funds between any investor(s) and the COMPANY. The FINDER will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The FINDER will only introduce (a) potential investor(s) and will not transfer any written information to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by Company, acting reasonably, to determine that such transactions are exempt from applicable Securities Laws and in compliance with the COMPANY directly rules and policies of the CSE and to make filings under applicable Securities Laws. Such documentation may include accredited investor certificates or evidence of such other exemption from the charities and subsequent investors and their consents to the investor(sdisclosure of their acquisitions and or dispositions to the CSE and to the securities commissions under applicable Securities Laws. (iii) without the involvement of the FINDER. The COMPANY will however carbon copy the FINDER in any and all written communications by and between the COMPANY and investor(s) introduced by the FINDER to: xxxx.xxxxxxx@xxxxxxxxxxxxxxXXXXXXx.xxx. The FINDER will not advise the COMPANY regarding any investment. The FINDER will not advise any investor(s) regarding an investment in the project of the COMPANY. The FINDER attests Underwriters acknowledge that the FINDER Company has no knowledge of having ever engaged the Follow-On Transactions other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities violationsrequired as a result. (iv) The Underwriters do not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The FINDER has never been subject consideration payable to any disciplinary action(s)the Underwriters hereunder is for the Underwriters’ services in respect of the Offering only. The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations parties further acknowledge that the FINDER did Company is not undertake entitled, and will not become entitled, to receive any consideration in respect of any Follow- On Transaction that might occur. (v) The Underwriters understand the above activitiesFollow-On Transactions may or may not restrict the ability of a Subscriber to claim deductions for Resource Expenses to be renounced pursuant to a Subscription Agreement. The Follow-On Transactions may or may not affect whether the FT Unit Shares purchased by Subscribers under the Subscription Agreement are “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act. Any covenant or representation by the Company that the FT Unit Shares are not “prescribed shares” is made on the basis that the Subscriber will not enter into any agreement or transaction (which would include any Follow-On Transactions) that could cause the shares to be “prescribed shares”. The Company shall not be liable or responsible for any breach of any covenant or representation given in this Agreement if the FT Unit Shares are “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act as a result of the Follow-On Transactions.

Follow-On Transactions. Any related products(i) The Company understands that following the Closing, ‘follow on’ project(s) or, ongoing income streams arising from the financial facilities related to the Confirmed Prospective Resource(s), some or other Projects, licensing relationships, distribution relationships, marketing relationships, or any other associations utilizing the Confirmed Prospective Resource(s) introduced to the Company or its principals by Finder, shall be deemed part of this AGREEMENT under the same terms and conditions outlined herein. Notice of such follow on transactions shall be made to Finder upon Company or its principals undertaking solicitation of finance and added to this AGREEMENT under Exhibit A attached and made a part hereof. Secrecy AGREEMENT in Perpetuity: In addition to the terms all of the NonCharity Flow-Disclosure, etcetera AGREEMENT herein, the COMPANY further specifically agrees not to discuss or utilize any of the FINDER‘s proprietary information given Through Shares may be donated by the FINDER Subscribers to one or more “qualified donees”, as defined in the COMPANY specifically regarding the sources provided Tax Act, and subsequently may be sold to investors by the FINDER qualified donee or qualified donees (the “Follow-On Transactions”). (ii) The Underwriters will cause or arrange for the purchasers to deliver such documentation respecting the COMPANY and furthermore specifically regarding the proprietary “Investor Presentation Document(s)” I/DPD manual, which Follow-on Transactions as may be presented to the COMPANY to be completed before investor introduction(s) are made, with any individual or entity not directly a party to this AGREEMENT whatsoever as the COMPANY agrees this information is to be considered in perpetuity to be absolutely proprietary information and is to be treated as such in perpetuity under this secrecy AGREEMENT which shall remain in force in perpetuity even after the expiration of this AGREEMENT. The COMPANY further agrees and understands that when the FINDER shares the contents of the “Investor Presentation Document(s) Manual” referenced above, it also is the proprietary property in perpetuity of FINDER, and the COMPANY agrees and understands that the I/DPD Manual represents one of the most valuable corporate assets of the FINDER, and, the COMPANY specifically agrees to treat it as such and be bound under the secrecy AGREEMENT in perpetuity regarding same I/DPD Manual. Furthermore, the COMPANY specifically agrees that the Source(s) introduced to the COMPANY by the FINDER shall be treated in perpetuity as the sole proprietary relationship property of the FINDER, and the COMPANY will not attempt to do business of any kind in the future even after the expiration of this AGREEMENT with the Source(s) of the FINDER introduced to the COMPANY under this AGREEMENT without the expressed written permission of the FINDER; nor, in perpetuity, will the COMPANY ever disclose the identity of the Source(s), relationships, funders, providers of services, associations, etcetera, introduced to the COMPANY by the FINDER to any party not a party of this AGREEMENT, without the prior written permission of the FINDER. The COMPANY also agrees under this Secrecy AGREEMENT not to share the identity(ies) and/or contact information of any of the sources and/or associations of the FINDER with any third party without prior written permission of the FINDER. The COMPANY specifically agrees that this Secrecy AGREEMENT applies to any and all third parties, including but not limited to any and all Intermediary(ies) involved with the transaction. ______ (Company initials here – initialing here indicates understanding and responsibility to the terms of this Secrecy AGREEMENT) Services expressly NOT rendered by the FINDER & Industry Status: Should the goals of the COMPANY require equity, the FINDER hereby declares that the FINDER is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the FINDER introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the FINDER with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the FINDER will not engage, to wit; the FINDER will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The FINDER will not hold or transfer any funds between any investor(s) and the COMPANY. The FINDER will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The FINDER will only introduce (a) potential investor(s) and will not transfer any written information to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by Company, acting reasonably, to determine that such transactions are exempt from applicable Securities Laws and in compliance with the COMPANY directly rules and policies of the CSE and to make filings under applicable Securities Laws. Such documentation may include accredited investor certificates or evidence of such other exemption from the charities and subsequent investors and their consents to the investor(sdisclosure of their acquisitions and or dispositions to the CSE and to the securities commissions under applicable Securities Laws. (iii) without the involvement of the FINDER. The COMPANY will however carbon copy the FINDER in any and all written communications by and between the COMPANY and investor(s) introduced by the FINDER to: xxxx.xxxxxxx@xxxxxxxxxxxxxxXXXXXXx.xxx. The FINDER will not advise the COMPANY regarding any investment. The FINDER will not advise any investor(s) regarding an investment in the project of the COMPANY. The FINDER attests Underwriters acknowledge that the FINDER Company has no knowledge of having ever engaged the Follow-On Transactions other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities violationsrequired as a result. (iv) The Underwriters do not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The FINDER has never been subject consideration payable to any disciplinary action(s)the Underwriters hereunder is for the Underwriters’ services in respect of the Offering only. The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations parties further acknowledge that the FINDER did Company is not undertake entitled, and will not become entitled, to receive any consideration in respect of any Follow- On Transaction that might occur. (v) The Underwriters understand the above activitiesFollow-On Transactions may or may not restrict the ability of a Subscriber to claim deductions for Resource Expenses to be renounced pursuant to a Subscription Agreement. The Follow-On Transactions may or may not affect whether the Charity Flow- Through Shares purchased by Subscribers under the Subscription Agreement are “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act. Any covenant or representation by the Company that the Charity Flow-Through Shares are not “prescribed shares” is made on the basis that the Subscriber will not enter into any agreement or transaction (which would include any Follow-On Transactions) that could cause the shares to be “prescribed shares”. The Company shall not be liable or responsible for any breach of any covenant or representation given in this Agreement if the Charity Flow-Through Shares are “prescribed shares” under subsection 6202.1(1) of the regulations to the Tax Act as a result of the Follow-On Transactions.

Follow-On Transactions. Any related products, ‘follow on’ project(s) or, ongoing income streams arising from the financial facilities related to the Confirmed Prospective Resource(s), or other Projects, licensing relationships, distribution relationships, marketing relationships, or any other associations utilizing the Confirmed Prospective Resource(s) introduced to the Company or its principals by Finder, shall be deemed part of this AGREEMENT under the same terms and conditions outlined herein. Notice of such follow on transactions shall be made to Finder upon Company or its principals undertaking solicitation of finance and added to this AGREEMENT under Exhibit A attached and made a part hereof. Secrecy AGREEMENT in Perpetuity: In addition to the terms of the Non-Disclosure, etcetera AGREEMENT herein, the COMPANY further specifically agrees not to discuss or utilize any of the FINDER‘s proprietary information given by the FINDER to the COMPANY specifically regarding the sources provided by the FINDER to the COMPANY and furthermore specifically regarding the proprietary “Investor Presentation Document(s)” I/DPD manual, which may be presented to the COMPANY to be completed before investor introduction(s) are made, with any individual or entity not directly a party to this AGREEMENT whatsoever as the COMPANY agrees this information is to be considered in perpetuity to be absolutely proprietary information and is to be treated as such in perpetuity under this secrecy AGREEMENT which shall remain in force in perpetuity even after the expiration of this AGREEMENT. The COMPANY further agrees and understands that when the FINDER shares the contents of the “Investor Presentation Document(s) Manual” referenced above, it also is the proprietary property in perpetuity of FINDER, and the COMPANY agrees and understands that the I/DPD Manual represents one of the most valuable corporate assets of the FINDER, and, the COMPANY specifically agrees to treat it as such and be bound under the secrecy AGREEMENT in perpetuity regarding same I/DPD Manual. Furthermore, the COMPANY specifically agrees that the Source(s) introduced to the COMPANY by the FINDER shall be treated in perpetuity as the sole proprietary relationship property of the FINDER, and the COMPANY will not attempt to do business of any kind in the future even after the expiration of this AGREEMENT with the Source(s) of the FINDER introduced to the COMPANY under this AGREEMENT without the expressed written permission of the FINDER; nor, in perpetuity, will the COMPANY ever disclose the identity of the Source(s), relationships, funders, providers of services, associations, etcetera, introduced to the COMPANY by the FINDER to any party not a party of this AGREEMENT, without the prior written permission of the FINDER. The COMPANY also agrees under this Secrecy AGREEMENT not to share the identity(ies) and/or contact information of any of the sources and/or associations of the FINDER with any third party without prior written permission of the FINDER. The COMPANY specifically agrees that this Secrecy AGREEMENT applies to any and all third parties, including but not limited to any and all Intermediary(ies) involved with the transaction. ______ (Company initials here – initialing here indicates understanding and responsibility to the terms of this Secrecy AGREEMENT) Services expressly NOT rendered by the FINDER & Industry Status: Should the goals of the COMPANY require equity, the FINDER hereby declares that the FINDER is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the FINDER introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the FINDER with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the FINDER will not engage, to wit; the FINDER will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The FINDER will not hold or transfer any funds between any investor(s) and the COMPANY. The FINDER will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The FINDER will only introduce (a) potential investor(s) and will not transfer any written information The Company understands that following the Closing, the purchasers of Offered Securities may choose to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by the COMPANY directly to the investor(s) without the involvement dispose of some or all of the FINDER. Offered Securities, including by donating such shares to one or more charities, and such charities may subsequently choose to sell such shares to third parties (the "Follow-On Transactions"). (b) The COMPANY will however carbon copy the FINDER in any and all written communications by and between the COMPANY and investor(s) introduced by the FINDER to: xxxx.xxxxxxx@xxxxxxxxxxxxxxXXXXXXx.xxx. The FINDER will not advise the COMPANY regarding any investment. The FINDER will not advise any investor(s) regarding an investment in the project of the COMPANY. The FINDER attests Underwriters acknowledge that the FINDER Company has no knowledge of having ever engaged the Follow-On Transactions other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities violationsrequired as a result, and the Company makes no representation or warranty with respect to the tax effect any Follow-On Transaction may have on the status of the Offered Securities as "flow-through shares" for the purposes of the Tax Act. (c) The Underwriters do not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The FINDER has never been subject consideration payable to any disciplinary action(s)the Underwriters hereunder is for the Underwriter's services in respect of the Offering only. The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations parties further acknowledge that the FINDER did Company is not undertake entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur. (d) The Company shall not be liable or responsible for any breach of any covenant or representation given in this Agreement if the above activitiesFlow-Through Shares are "prescribed shares" under subsection 6202.1(1) of the regulations to the Tax Act as a result of the Follow-On Transactions or any other action taken by purchasers which cause the Flow-Through Shares to be or become "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act.

Follow-On Transactions. Any related products(a) The Company understands that following the Closing, ‘follow on’ project(ssome or all of the Flow- Through Shares purchased by the FT Purchasers may be: (i) orimmediately sold by the FT Purchasers to third party End Purchasers; or (ii) donated by the FT Purchaser to one or more charities and subsequently may be sold to third party End Users by the charity or charities (the "Follow-On Transactions"). (b) The Agents acknowledge that the Company has limited knowledge of the Follow- On Transactions other than that they may or may not occur and that the Company will have no involvement or participation in any Follow-On Transactions, ongoing income streams arising from the financial facilities related other than to register any transfer of securities required as a result and to report such transaction if and to the Confirmed Prospective Resource(s)extent required by Applicable Securities Laws, and the Company makes no representation or other Projectswarranty with respect to the tax effect any Follow-On Transaction may have on the status of the Offered Securities as "flow- through shares" or value for charitable donation for the purposes of the Tax Act. (c) The Agents do not act, licensing relationshipsand will not purport to act, distribution relationshipsas agent or representative of the Company in connection with any Follow-On Transaction and services or activities, marketing relationshipsif any, performed by the Agents in connection with any Follow-On Transaction are excluded from this Agreement. The consideration payable to the Agents hereunder is for the Agent's services in respect of the offer and sale of the Flow-Through Shares only. The parties further acknowledge that the Company is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur. (d) The Company shall not be liable or responsible for any breach of any covenant, representation given in this Agreement if the Flow-Through Shares are "prescribed shares" under regulation 6202.1(1) of the Tax Act as a result of the Follow-On Transactions or any other associations utilizing action taken by purchasers which cause the Confirmed Prospective Resource(s) introduced Flow- Through Shares to be or become "prescribed shares" within the Company or its principals by Finder, shall be deemed part meaning of this AGREEMENT under the same terms and conditions outlined herein. Notice of such follow on transactions shall be made to Finder upon Company or its principals undertaking solicitation of finance and added to this AGREEMENT under Exhibit A attached and made a part hereof. Secrecy AGREEMENT in Perpetuity: In addition to the terms regulation 6202.1 of the Non-Disclosure, etcetera AGREEMENT herein, the COMPANY further specifically agrees not to discuss or utilize any of the FINDER‘s proprietary information given by the FINDER to the COMPANY specifically regarding the sources provided by the FINDER to the COMPANY and furthermore specifically regarding the proprietary “Investor Presentation Document(s)” I/DPD manual, which may be presented to the COMPANY to be completed before investor introduction(s) are made, with any individual or entity not directly a party to this AGREEMENT whatsoever as the COMPANY agrees this information is to be considered in perpetuity to be absolutely proprietary information and is to be treated as such in perpetuity under this secrecy AGREEMENT which shall remain in force in perpetuity even after the expiration of this AGREEMENT. The COMPANY further agrees and understands that when the FINDER shares the contents of the “Investor Presentation Document(s) Manual” referenced above, it also is the proprietary property in perpetuity of FINDER, and the COMPANY agrees and understands that the I/DPD Manual represents one of the most valuable corporate assets of the FINDER, and, the COMPANY specifically agrees to treat it as such and be bound under the secrecy AGREEMENT in perpetuity regarding same I/DPD Manual. Furthermore, the COMPANY specifically agrees that the Source(s) introduced to the COMPANY by the FINDER shall be treated in perpetuity as the sole proprietary relationship property of the FINDER, and the COMPANY will not attempt to do business of any kind in the future even after the expiration of this AGREEMENT with the Source(s) of the FINDER introduced to the COMPANY under this AGREEMENT without the expressed written permission of the FINDER; nor, in perpetuity, will the COMPANY ever disclose the identity of the Source(s), relationships, funders, providers of services, associations, etcetera, introduced to the COMPANY by the FINDER to any party not a party of this AGREEMENT, without the prior written permission of the FINDER. The COMPANY also agrees under this Secrecy AGREEMENT not to share the identity(ies) and/or contact information of any of the sources and/or associations of the FINDER with any third party without prior written permission of the FINDER. The COMPANY specifically agrees that this Secrecy AGREEMENT applies to any and all third parties, including but not limited to any and all Intermediary(ies) involved with the transaction. ______ (Company initials here – initialing here indicates understanding and responsibility to the terms of this Secrecy AGREEMENT) Services expressly NOT rendered by the FINDER & Industry Status: Should the goals of the COMPANY require equity, the FINDER hereby declares that the FINDER is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the FINDER introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the FINDER with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the FINDER will not engage, to wit; the FINDER will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The FINDER will not hold or transfer any funds between any investor(s) and the COMPANY. The FINDER will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The FINDER will only introduce (a) potential investor(s) and will not transfer any written information to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by the COMPANY directly to the investor(s) without the involvement of the FINDER. The COMPANY will however carbon copy the FINDER in any and all written communications by and between the COMPANY and investor(s) introduced by the FINDER to: xxxx.xxxxxxx@xxxxxxxxxxxxxxXXXXXXx.xxx. The FINDER will not advise the COMPANY regarding any investment. The FINDER will not advise any investor(s) regarding an investment in the project of the COMPANY. The FINDER attests that the FINDER has no knowledge of having ever engaged in any securities violations. The FINDER has never been subject to any disciplinary action(s). The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations that the FINDER did not undertake the above activitiesTax Act.

Follow-On Transactions. Any related products, ‘follow on’ project(s) or, ongoing income streams arising from the financial facilities related to the Confirmed Prospective Resource(s), or other Projects, licensing relationships, distribution relationships, marketing relationships, or any other associations utilizing the Confirmed Prospective Resource(s) introduced to the Company or its principals by Finder, shall be deemed part of this AGREEMENT under the same terms and conditions outlined herein. Notice of such follow on transactions shall be made to Finder upon Company or its principals undertaking solicitation of finance and added to this AGREEMENT under Exhibit A attached and made a part hereof. Secrecy AGREEMENT in Perpetuity: In addition to the terms of the Non-Disclosure, etcetera AGREEMENT herein, the COMPANY further specifically agrees not to discuss or utilize any of the FINDER‘s proprietary information given by the FINDER to the COMPANY specifically regarding the sources provided by the FINDER to the COMPANY and furthermore specifically regarding the proprietary “Investor Presentation Document(s)” I/DPD manual, which may be presented to the COMPANY to be completed before investor introduction(s) are made, with any individual or entity not directly a party to this AGREEMENT whatsoever as the COMPANY agrees this information is to be considered in perpetuity to be absolutely proprietary information and is to be treated as such in perpetuity under this secrecy AGREEMENT which shall remain in force in perpetuity even after the expiration of this AGREEMENT. The COMPANY further agrees and understands that when the FINDER shares the contents of the “Investor Presentation Document(s) Manual” referenced above, it also is the proprietary property in perpetuity of FINDER, and the COMPANY agrees and understands that the I/DPD Manual represents one of the most valuable corporate assets of the FINDER, and, the COMPANY specifically agrees to treat it as such and be bound under the secrecy AGREEMENT in perpetuity regarding same I/DPD Manual. Furthermore, the COMPANY specifically agrees that the Source(s) introduced to the COMPANY by the FINDER shall be treated in perpetuity as the sole proprietary relationship property of the FINDER, and the COMPANY will not attempt to do business of any kind in the future even after the expiration of this AGREEMENT with the Source(s) of the FINDER introduced to the COMPANY under this AGREEMENT without the expressed written permission of the FINDER; nor, in perpetuity, will the COMPANY ever disclose the identity of the Source(s), relationships, funders, providers of services, associations, etcetera, introduced to the COMPANY by the FINDER to any party not a party of this AGREEMENT, without the prior written permission of the FINDER. The COMPANY also agrees under this Secrecy AGREEMENT not to share the identity(ies) and/or contact information of any of the sources and/or associations of the FINDER with any third party without prior written permission of the FINDER. The COMPANY specifically agrees that this Secrecy AGREEMENT applies to any and all third parties, including but not limited to any and all Intermediary(ies) involved with the transaction. ______ (Company initials here – initialing here indicates understanding and responsibility to the terms of this Secrecy AGREEMENT) Services expressly NOT rendered by the FINDER & Industry Status: Should the goals of the COMPANY require equity, the FINDER hereby declares that the FINDER is NOT licensed or registered as a broker-dealer in securities, or in any other fashion, and will NOT be expected to negotiate with investors, or structure transactions on behalf of COMPANY. Should equity or securities regulated debt be required to meet the goals of COMPANY, the COMPANY should refer only to those appropriately licensed and registered to for advisement. Should the FINDER introduce investors, directly or indirectly, to the COMPANY, such investor introduction(s) shall constitute the sole activity of the FINDER with regard to activities with a potential investor(s). The PARTIES agree that there are several activities specifically prohibited by law and/or by Regulation, and/or case law, and/or the interpretation(s) thereof, in which the FINDER will not engage, to wit; the FINDER will not hold or transfer any securities or investment contract(s) between any investor(s) and the COMPANY. The FINDER will not hold or transfer any funds between any investor(s) and the COMPANY. The FINDER will not negotiate with any investor(s) on behalf of the COMPANY or any third party. The FINDER will only introduce (a) potential investor(s) and will not transfer any written information to the investor(s) regarding the project. Any written information regarding the COMPANY required by the investor(s) will be transferred solely by the COMPANY directly to the investor(s) without the involvement Each of the FINDER. The COMPANY will however carbon copy Company and the FINDER in any and Co-Placement Agents understand that some of the Purchasers (or beneficial purchasers for whom such Purchasers are contracting under the Subscription Agreements) are acquiring the Shares with the intention of (i) donating all written communications by and between the COMPANY and investor(s) introduced by the FINDER to: xxxx.xxxxxxx@xxxxxxxxxxxxxxXXXXXXx.xxx. The FINDER will not advise the COMPANY regarding any investment. The FINDER will not advise any investor(s) regarding an investment or a portion of such Shares to a “qualified donee”, as defined in the project Tax Act, as part of a charitable donation arrangement promoted by a third party, or (ii) immediately selling the Shares to a third party (each a “Follow-On Transaction”). (b) Each of the COMPANY. The FINDER attests Company and the Co-Placement Agents acknowledge that the FINDER other has no knowledge of having ever engaged the Follow-On Transactions other than that they may or may not occur and that the Company and the Co-Placement Agents will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities violationsrequired as a result. (c) The Company and the Co-Placement Agents do not act, and will not purport to act, as agent or representative of the other in connection with any Follow-On Transaction and services or activities, if any, performed by the Company or the Co-Placement Agents in connection with any Follow-On Transaction are excluded from this Agreement. The FINDER has never been subject consideration payable to any disciplinary action(s)the Co-Placement Agents hereunder is for the Co-Placement Agents’ services in respect of the Offering only. The COMPANY agrees that any subscription AGREEMENT(s) or investment contract(s) offered to any & all investor(s) will include representations parties further acknowledge that the FINDER did Company is not undertake entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur. (d) Without limiting any indemnification obligations contained herein, neither the above activitiesCompany nor the Co-Placement Agents shall be liable or responsible for any breach of any covenant or representation given in this Agreement if the Shares are “prescribed shares” under section 6202.1 of the regulations to the Tax Act as a result of the Follow-On Transactions.