Common use of WARRANTIES, REPRESENTATIONS AND COVENANTS Clause in Contracts

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) has received, read and understood the Option Agreement and the Plan and agrees to abide by and be bound by its terms and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”); and (c) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. 14.1 The undersigned Optionee Issuer warrants and represents that he: to and covenants with the Agent that: (a) has receivedthe Issuer and its subsidiaries, read if any, are valid and understood subsisting corporations duly incorporated and in good standing under the Option Agreement and laws of the Plan and agrees to abide by and be bound by its terms and conditionsjurisdiction in which they are incorporated, continued or amalgamated; (b) is acquiring the Issuer and its subsidiaries, if any, 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; (c) the authorized and issued capital of the Issuer are as disclosed to the Exchange and the 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, the Warrant Shares, the Agent's Shares and the Agent's Warrant Shares and all such shares will be duly and validly issued as fully paid and non-assessable upon receipt of Common Stock for his own account for investment the full payment of the subscription price therefor; (e) except as qualified by the disclosure in all prospectuses, filing statements, annual information forms, including the Issuer's Current AIF and press releases filed with the Commissions or the Exchange (the "Disclosure Record") 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 Disclosure Record, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and, to the best of the Issuer's knowledge, the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the Subscription Agreement and all other written or oral representations made by the Issuer to a Purchaser or potential Purchaser in connection with the Private Placement 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 filed with the Commissions or supplied by the Issuer to the Agent in connection with the Private Placement 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 of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof, save in the ordinary course of the Issuer's business; (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 in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (i) there is not for resale presently, and will not be until the Final Closing, any Material Change or with change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed to the Agent; (j) the issue and sale of the Securities by the Issuer and the Agent does not and will not conflict with, and does not and will not result in a view breach of, any of the terms of its incorporating documents or any agreement or instrument to distribution thereof which the Issuer is a party; (k) neither the Issuer nor any of its subsidiaries is 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 which are not disclosed in violation the Disclosure Record; (l) 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; (m) this Agreement has been or will be by the First Closing, 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 Private Placement; (n) the Issuer is a "reporting issuer" within the meaning of the Securities Act of 1933, as amended, (British Columbia) and the Securities Act (Alberta) and is not in default of any of the requirements of such statutes and the rules and regulations promulgated thereunder or any of the administrative policies or notices of the Regulatory Authorities; (o) no order ceasing, halting or suspending trading in securities of the “Securities Act”)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; (p) except as disclosed in the Disclosure Record or otherwise to the Regulatory Authorities, 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; (q) 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; (r) 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; (s) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issue is entitled to any brokerage, agency or finder's fee in connection with the transactions described herein; the Issuer has and will have filed all documents that are required to be filed under the continuous disclosure provisions of the Applicable Legislation, including annual and interim financial information and annual reports, press releases disclosing material changes and material change reports; and (t) the warranties and representations in this Section are true and correct and will remain so as of the Final Closing. 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; (b) it is a broker registered under the Applicable Legislation; (c) it is an “accredited investor” as defined a member in Rule 501 good standing of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear Exchange; and (d) it will offer and sell the risk of holding such securities for an indefinite period of time Units in compliance with the Applicable Legislation and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar subject to the Company so as to be able to evaluate the risks and merits restrictions set out in Section 6 of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. 14.1 The undersigned Optionee Issuer warrants and represents that he: to and covenants with the Agent that: (a) has receivedthe Issuer and its subsidiaries, read if any, are valid and understood subsisting corporations duly incorporated and in good standing under the Option Agreement and laws of the Plan and agrees to abide by and be bound by its terms and conditionsjurisdiction in which they are incorporated, continued or amalgamated; (b) is acquiring the Issuer and its subsidiaries, if any, 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; (c) the authorized and issued capital of the Issuer are as disclosed to the Exchange and the 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, the Warrant Shares, the Agent's Shares and the Agent's Warrant Shares and all such shares will be duly and validly issued as fully paid and non-assessable upon receipt of Common Stock for his own account for investment the full payment of the subscription price therefor; (e) except as qualified by the disclosure in all prospectuses, filing statements, annual information forms, including the Issuer's Current AIF and press releases filed with the Commissions or the Exchange (the "Disclosure Record") 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 Disclosure Record, all agreements by which the Issuer holds an interest in a property, business or assets are in good standing according to their terms and, to the best of the Issuer's knowledge, the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the Subscription Agreement and all other written or oral representations made by the Issuer to a Purchaser or potential Purchaser in connection with the Private Placement 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 filed with the Commissions or supplied by the Issuer to the Agent in connection with the Private Placement 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 of the date thereof, and no adverse material changes in the financial position of the Issuer have taken place since the date thereof, save in the ordinary course of the Issuer's business; (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 in relation to the issue and trading of its securities and in all matters relating to the Private Placement; (i) there is not for resale presently, and will not be until the Final Closing, any Material Change or with change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed to the Agent; (j) the issue and sale of the Securities by the Issuer and the Agent does not and will not conflict with, and does not and will not result in a view breach of, any of the terms of its incorporating documents or any agreement or instrument to distribution thereof which the Issuer is a party; (k) neither the Issuer nor any of its subsidiaries is 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 which are not disclosed in violation the Disclosure Record; (l) 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; (m) this Agreement has been or will be by the First Closing, 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 Private Placement; (n) the Issuer is a "reporting issuer" within the meaning of the Securities Act of 1933, as amended, (British Columbia) and the Securities Act (Alberta) and is not in default of any of the requirements of such statutes and the rules and regulations promulgated thereunder or any of the administrative policies or notices of the Regulatory Authorities; (o) no order ceasing, halting or suspending trading in securities of the “Securities Act”)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; (p) except as disclosed in the Disclosure Record or otherwise to the Regulatory Authorities, 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; (q) 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; (r) 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; (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; the Issuer has and will have filed all documents that are required to be filed under the continuous disclosure provisions of the Applicable Legislation, including annual and interim financial information and annual reports, press releases disclosing material changes and material change reports; and (t) the warranties and representations in this Section are true and correct and will remain so as of the Final Closing. 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; (b) it is a broker registered under the Applicable Legislation; (c) it is an “accredited investor” as defined a member in Rule 501 good standing of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear Exchange; and (d) it will offer and sell the risk of holding such securities for an indefinite period of time Units in compliance with the Applicable Legislation and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar subject to the Company so as to be able to evaluate the risks and merits restrictions set out in Section 6 of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) Guarantor warrants and represents, as follows: (i) Guarantor has received, read or will receive, direct or indirect benefit from the making of this Guaranty, the making of the Loan and understood the Option entering into and execution of the Loan Agreement and the Plan Loan Documents in connection therewith; (ii) Guarantor is familiar with, and agrees has independently reviewed the financial condition of the Borrower and is familiar with the value of any and all collateral intended to abide be created as security for the payment and performance of the indebtedness evidenced by the Note and the Guaranteed Obligations, and Guarantor assumes full responsibility for keeping fully informed as to such matters in the future; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty; and (iii) All financial statements concerning Guarantor which have been or will hereafter be bound furnished by its terms Guarantor or Borrower to Lender pursuant to the Loan Documents, have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein, to the extent Lender approves such disclosure; provided that Lender’s approval shall not be required so long as (a) Guarantor is a reporting company under the Exchange Act, and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with Guarantor’s financial statements are audited by a view to distribution thereof so-called “Big-4” accounting firm) and, in violation all material respects, present fairly the financial condition of the Securities Act of 1933, Persons covered thereby as amended, at the dates thereof and the results of their operations for the periods then ended. (iv) No ERISA Affiliate of Guarantor maintains or contributes to, or has any obligation under, any Employee Benefit Plans. Guarantor is not an “employee benefit plan” (within the meaning of section 3(3) of ERISA) to which ERISA applies and Guarantor’s assets do not constitute plan assets. No actions, suits or claims under any laws and regulations promulgated thereunder (pursuant to ERISA are pending or, to Guarantor’s knowledge, threatened against Guarantor. Guarantor has no knowledge of any material liability incurred by Guarantor which remains unsatisfied for any taxes or penalties with respect to any employee benefit plan or any Multiemployer Plan, or of any lien which has been imposed on Guarantor’s assets pursuant to section 412 of the “Securities Act”); Code or sections 302 or 4068 of ERISA. The Loan, the execution, delivery and (c) performance of the Loan Documents and the transactions contemplated by this Guaranty do not constitute a non-exempt prohibited transaction under ERISA or the Code. Guarantor is an “accredited investoroperating company” as defined in Rule 501 ERISA. (v) As of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able date hereof, and after giving effect to bear the risk of holding such securities for an indefinite period of time this Guaranty and the risk of loss of its entire investment. The undersigned has sufficient knowledge contingent obligations evidenced hereby, Guarantor is and experience in investing in companies similar to the Company so as expects to be able solvent at all times, and has and expects to evaluate the risks have assets at all times which, fairly valued, exceed his or its obligations, liabilities and merits of debts, and has and expects to have property and assets at all times sufficient to satisfy and repay its investment obligations and liabilities. (b) Guarantor covenants and agrees that, for so long as this Guaranty remains in the Company. Optionee hereby agrees to accept as bindingeffect, conclusive and final all decisions Guarantor shall not liquidate, wind-up or interpretations of the Plan Administrator upon dissolve itself (or suffer any questions relating to the Plan liquidation or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDERdissolution). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) he or she has receivedreviewed the Plan and this Option Agreement in their entirety, read and understood has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and agrees to abide by and be bound by its terms and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”); and (c) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the CompanyOption Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator Committee upon any questions relating to the Plan or this and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT AGREEMENT, NOR IN THE PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S 'S RIGHT OR THE COMPANY’S 'S RIGHT TO TERMINATE OPTIONEE’S 'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) he or she has receivedreviewed the Plan and this Option Agreement in their entirety, read and understood has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and agrees to abide by and be bound by its terms and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”); and (c) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the CompanyOption Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator Committee upon any questions relating to the Plan or this and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT AGREEMENT, NOR IN THE PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.. AMX CORPORATION By: /s/ X. Xxxxx Name: Xxxxxx Xxxxx Title: VP Administration OPTIONEE: /s/ Xxxxxx X. Xxxxxxx Signature Xxxxxx X. Xxxxxxx Print Name 0000 Xxxxxxx Xxx, Plano, Texas 75093 Residence Address (000) 000-0000 Area Code/Telephone Number AMX Corporation 0000 Xxxxxxxx Xxxxx Richardson, TX 75082 Attention: Secretary

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) Guarantor warrants and represents, as follows: (i) Guarantor has received, read or will receive, direct or indirect benefit from the making of this Guaranty, the making of the Loan and understood the Option entering into and execution of the Loan Agreement and the Plan Loan Documents in connection therewith; (ii) Guarantor is familiar with, and agrees has independently reviewed the financial condition of the Borrower and is familiar with the value of any and all collateral intended to abide be created as security for the payment and performance of the indebtedness evidenced by the Note and the Guaranteed Obligations, and Guarantor assumes full responsibility for keeping fully informed as to such matters in the future; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty; and (iii) All financial statements concerning Guarantor which have been or will hereafter be bound furnished by its terms Guarantor or Borrower to Lender pursuant to the Loan Documents, have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein, to the extent Lender approves such disclosure; provided that Lender's approval shall not be required so long as (a) Guarantor is a reporting company under the Exchange Act, and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with Guarantor's financial statements are audited by a view to distribution thereof so-called "Big-4" accounting firm) and, in violation all material respects, present fairly the financial condition of the Securities Act of 1933, Persons covered thereby as amended, at the dates thereof and the results of their operations for the periods then ended. (iv) No ERISA Affiliate of Guarantor maintains or contributes to, or has any obligation under, any Employee Benefit Plans. Guarantor is not an "employee benefit plan" (within the meaning of section 3(3) of ERISA) to which ERISA applies and Guarantor's assets do not constitute plan assets. No actions, suits or claims under any laws and regulations promulgated thereunder (pursuant to ERISA are pending or, to Guarantor's knowledge, threatened against Guarantor. Guarantor has no knowledge of any material liability incurred by Guarantor which remains unsatisfied for any taxes or penalties with respect to any employee benefit plan or any Multiemployer Plan, or of any lien which has been imposed on Guarantor's assets pursuant to section 412 of the “Securities Act”); Code or sections 302 or 4068 of ERISA. The Loan, the execution, delivery and (c) performance of the Loan Documents and the transactions contemplated by this Guaranty do not constitute a non-exempt prohibited transaction under ERISA or the Code. Guarantor is an “accredited investor” "operating company" as defined in Rule 501 ERISA. (v) As of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able date hereof, and after giving effect to bear the risk of holding such securities for an indefinite period of time this Guaranty and the risk of loss of its entire investment. The undersigned has sufficient knowledge contingent obligations evidenced hereby, Guarantor is and experience in investing in companies similar to the Company so as expects to be able solvent at all times, and has and expects to evaluate the risks have assets at all times which, fairly valued, exceed his or its obligations, liabilities and merits of debts, and has and expects to have property and assets at all times sufficient to satisfy and repay its investment obligations and liabilities. (b) Guarantor covenants and agrees that, for so long as this Guaranty remains in the Company. Optionee hereby agrees to accept as bindingeffect, conclusive and final all decisions Guarantor shall not liquidate, wind-up or interpretations of the Plan Administrator upon dissolve itself (or suffer any questions relating to the Plan liquidation or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDERdissolution). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) Guarantor warrants and represents, as follows: (i) Guarantor has received, read or will receive, direct or indirect benefit from the making of this Guaranty, the making of the Loan and understood the Option entering into and execution of the Loan Agreement and the Plan Loan Documents in connection therewith; (ii) Guarantor is familiar with, and agrees has independently reviewed the financial condition of the Borrower and is familiar with the value of any and all collateral intended to abide be created as security for the payment and performance of the indebtedness evidenced by the Note and the Guaranteed Obligations, and Guarantor assumes full responsibility for keeping fully informed as to such matters in the future; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty; and (iii) All financial statements concerning Guarantor which have been or will hereafter be bound furnished by its terms Guarantor or Borrower to the Lender pursuant to the Loan Documents, have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein, to the extent the Lender approves such disclosure; provided that the Lender’s approval shall not be required so long as (a) Guarantor is a reporting company under the Exchange Act, and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with Guarantor’s financial statements are audited by a view to distribution thereof so-called “Big-4” accounting firm) and, in violation all material respects, present fairly the financial condition of the Securities Act of 1933, Persons covered thereby as amended, at the dates thereof and the results of their operations for the periods then ended. (iv) No ERISA Affiliate of Guarantor maintains or contributes to, or has any obligation under, any Employee Benefit Plans. Guarantor is not an “employee benefit plan” (within the meaning of section 3(3) of ERISA) to which ERISA applies and Guarantor’s assets do not constitute plan assets. No actions, suits or claims under any laws and regulations promulgated thereunder (pursuant to ERISA are pending or, to Guarantor’s knowledge, threatened against Guarantor. Guarantor has no knowledge of any material liability incurred by Guarantor which remains unsatisfied for any taxes or penalties with respect to any employee benefit plan or any Multiemployer Plan, or of any lien which has been imposed on Guarantor’s assets pursuant to section 412 of the “Securities Act”); Code or sections 302 or 4068 of ERISA. The Loan, the execution, delivery and (c) performance of the Loan Documents and the transactions contemplated by this Guaranty do not constitute a non-exempt prohibited transaction under ERISA or the Code. Guarantor is an “accredited investoroperating company” as defined in Rule 501 ERISA. (v) As of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able date hereof, and after giving effect to bear the risk of holding such securities for an indefinite period of time this Guaranty and the risk of loss of its entire investment. The undersigned has sufficient knowledge contingent obligations evidenced hereby, Guarantor is and experience in investing in companies similar to the Company so as expects to be able solvent at all times, and has and expects to evaluate the risks have assets at all times which, fairly valued, exceed his or its obligations, liabilities and merits of debts, and has and expects to have property and assets at all times sufficient to satisfy and repay its investment obligations and liabilities. (b) Guarantor covenants and agrees that, for so long as this Guaranty remains in the Company. Optionee hereby agrees to accept as bindingeffect, conclusive and final all decisions Guarantor shall not liquidate, wind-up or interpretations of the Plan Administrator upon dissolve itself (or suffer any questions relating to the Plan liquidation or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDERdissolution). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee 12.1 BVT warrants and represents that he: to and covenants with the Agent that: (a) it has receivedno subsidiaries; (b) BVT is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdictions in which it is incorporated; (c) BVT 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, read except where the failure to be so registered or licenced would not constitute an adverse Material Change or an adverse Material Fact, and understood are not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document; (d) each of this Agreement, the Option Share Exchange Agreement, the Warrant Transfer Agreement and the Plan Subscription Receipt Agreement constitutes a legal and agrees binding obligation of BVT and is enforceable against BVT in accordance with its terms, subject to abide laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law; (e) BVT has full corporate power and be bound authority to carry on its business as now carried on by it and BVT has full corporate power and authority to undertake the Offering and this Agreement has been duly authorized by all necessary corporate action on the part of BVT; (f) BVT’s minute books or records contain all records of the meetings and proceedings of its directors, shareholders, and other committees, if any, since inception and are complete and accurate in material respects; (g) as of the date hereof, the authorized capital of BVT consists of an unlimited number of common shares and 189 common shares are issued and outstanding as fully paid and non-assessable and 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 common shares or any other security convertible into or exchangeable for any such shares, or to require BVT to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital other than as disclosed in the Filing Statement; (h) the Filing Statement contains full, true and plain disclosure of all Material Facts in relation to BVT, its assets, business and its securities, contains no misrepresentations (as such term is defined in the Applicable Legislation), is accurate in all material respects and omits no fact, the omission of which will make such representations misleading or incorrect; (i) the stage of development and testing of the BVT System (as such term is defined in the Filing Statement) is fairly and accurately disclosed in the Filing Statement; (j) the Corporate Presentation does not contain any misrepresentations (as such term is defined in the Applicable Legislation) and contains information that is accurate and not misleading; (k) except as qualified by the Filing Statement, BVT is the legal and beneficial owner of the properties, business and assets or the interests in the properties, business or assets as referred to in the Filing Statement, all material agreements by which BVT holds an interest in a property, business or assets (including all assignments related to its intellectual property) are enforceable and in good standing according to their terms and conditionsthere are no mortgages, liens, charges, encumbrances or any other interests in or on such properties or assets other than as disclosed in the Filing Statement; (bl) the financial statements filed with the Exchange or supplied by BVT to the Agent in connection with the Offering and the Business Combination have been prepared in accordance with International Financial Reporting Standards (“IFRS”), present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of BVT as of the date thereof, and there have been no material adverse changes in the financial position of BVT since the date thereof and the business of BVT has been carried on in the usual and ordinary course consistent with past practice since the date thereof; (m) the auditors of BVT who audited the financial statements of BVT 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 auditors of BVT; (n) BVT 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 in relation to the issue and trading of its securities and in all matters relating to the Offering; (o) BVT is acquiring in material compliance with all applicable laws, regulations and statutes (including all employment laws and regulations) in the jurisdictions in which it carries on business and which may materially affect BVT, and BVT has not received a notice of non-compliance, nor knows of, any threatened notice of non- compliance with any such shares laws, regulations and statutes, and is not aware of Common Stock for his own account for investment any pending change to any applicable law or regulation or governmental position that would materially adversely affect the business of BVT or the business or legal environment under which BVT operates; (p) all material employment or consulting services agreements to which BVT is a party and all termination, severance, change of control, bonus or retention agreements, plans or policies of BVT have been accurately disclosed in the Filing Statement; (q) there is not for resale any Material Change or change in any Material Fact relating to BVT which has not been disclosed to the Agent and, if required by Applicable Legislation, to the public; (r) other than with respect to the loan outstanding to CT Developers Ltd. (“CT Developers”) which is described in the Filing Statement, BVT is not, nor to the best of BVT’s knowledge, any other person, is in material default in the observance of performance of any terms, covenants, obligations to be performed by BVT or such other person under any instrument, document, agreement, or arrangement (including memorandums of understanding or joint venture agreements) to which BVT is a view party or otherwise bound and all such instruments, contracts, agreements, or arrangements (including memorandums of understanding or joint venture agreements) are in good standing and no event has occurred which with notice or lapse of time or both would constitute such a default by BVT or, to distribution thereof the best of BVT’s knowledge, any other party except where any such default would not result in violation an adverse Material Change or constitute an adverse Material Fact in respect of BVT; (s) the entering into of this Agreement, the Share Exchange Agreement, the Warrant Transfer Agreement, the Subscription Receipt Agreement and the issue and sale of the Securities Act of 1933by the Corporation and the Agent, as amendedapplicable, 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 BVT including, without limitation, the Applicable Legislation; (B) the constating documents, by- laws or resolutions of BVT which are in effect at the date hereof; (C) any agreement, debt instrument, mortgage, note, indenture, instrument, lease or other document to which BVT is a party or by which it is bound, including any shareholders agreements; or (D) any judgment, decree or order binding BVT or the property or assets of BVT; (t) BVT is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of BVT’s knowledge no such actions, suits or proceedings are contemplated or have been threatened; (u) other than making formal demand for payment, neither CT Developers nor any other creditor of BVT has taken any action or initiated any proceeding to enforce any claims against the assets of BVT; (v) there are no judgments against BVT which are unsatisfied, nor are there any consent decrees or injunctions to which BVT is subject; (w) BVT has filed all federal, provincial, local and foreign tax returns which are required to be filed by it, 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 other similar amounts due and payable to any governmental authority, to the extent that any of the foregoing is due and payable, other than non-material amounts or those being contested in good faith and for which adequate reserves have been provided; (x) BVT 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 BVT except for taxes not yet due, and there are no audits of any of the tax returns of BVT which are known by BVT’s management to be pending, and there are no claims which have been or, to the knowledge of BVT’s management, 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 BVT, taken as a whole; (y) BVT 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 BVT now conducted and proposed to be conducted within the Filing Statement, without any conflict with or infringement of the rights of others; (z) BVT has received no communication alleging that BVT 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; (aa) BVT is not aware of others having infringed or misappropriated any intellectual property rights of BVT and has not sent any notices to any others that the activities of such others infringe or misappropriate the intellectual property rights of BVT; (bb) other than as disclosed in the Filing Statement, BVT 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)); (cc) the responses provided by BVT during the Due Diligence Sessions are true and correct in all material respects as at the time such responses are given and such responses taken as a whole shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given; (dd) BVT has not, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction except as otherwise permitted under applicable law; or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to BVT and their respective operations and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation; (ee) the “Securities Act”); operations of BVT are and have been conducted at all times in compliance with all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of incorporation and in each other jurisdiction in which such entity, as the case may be, conducts business (ccollectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving BVT with respect to any of the Money Laundering Laws is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar pending or, to the Company so as best of BVT’s knowledge, threatened or contemplated; and (ff) other than the Agent, no person, firm or corporation acting or purporting to be able act at the request of BVT is entitled to evaluate any brokerage, agency or finder’s fee in connection with the risks and merits of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSEtransactions described herein.

WARRANTIES, REPRESENTATIONS AND COVENANTS. 10.1 The undersigned Optionee Issuer covenants, represents and warrants and represents that he: to the Agent that: (a) has receivedall information and other data relating to the Issuer furnished by or on behalf of the Issuer in writing to the Agent is, read or, in the case of historical information, was at the date of preparation true, accurate, complete and understood correct in all material respects, and does not or did not, as the Option Agreement and the Plan and agrees to abide by and be bound by its terms and conditionscase may be, contain any Misrepresentation; (b) the Issuer has been duly incorporated and organized and is acquiring such shares validly existing and in good standing under the laws of Common Stock for his its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted and to carry out the provisions hereof; (c) the Issuer does not own account for investment or have any interest in any assets or property of any kind whatsoever, other than cash or deposits with financial institutions; (d) the Issuer currently carries on business as a capital pool company, as contemplated by Exchange policies, and not for resale or has complied with and will continue to comply with the requirements of Exchange policies until it completes a view Qualifying Transaction; (e) the Prospectus contains full, true and plain disclosure of all Material Facts in relation to distribution thereof in violation the Issuer, its business and its securities, and contains no Misrepresentation; (f) the financial statements of the Securities Act Issuer which form part of 1933the Prospectus have been prepared in accordance with International Financial Reporting Standards, accurately reflect the financial position of the Issuer and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as amendedat the date of the financial statements, and there has been no adverse material changes in the financial position of the Issuer since that date, except as fully and plainly disclosed in the Prospectus; (g) the authorized and outstanding share capital of the Issuer is as set forth in the Prospectus, all outstanding shares will have been issued as fully paid and non-assessable and the only outstanding options, warrants or other rights to acquire any shares or other securities of the Issuer is as set forth in the Prospectus; (h) the Issuer is not in default or breach of, and the regulations promulgated thereunder execution and delivery of, and the performance and compliance with the terms of this Agreement does not and will not result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, in any material respect, any term or provisions of the articles, by-laws, or resolutions of the Issuer, or any indenture, agreement (written or oral), lease or other document to which the “Issuer is a party or by which it is bound, or any judgment, decree or order, or to its knowledge, statute, rule or regulation applicable to the Issuer, which default or breach might reasonably be expected to materially adversely affect the business, operations, assets, capital or condition (financial or otherwise) of the Issuer; (i) this Agreement is a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to the laws relating to creditors’ rights generally and equitable remedies and except to the extent that the enforcement of rights to indemnity and waiver of contribution may be limited by applicable law; (j) the Issuer has full corporate authority and capacity to issue the Securities Act”)and: (i) on the Closing Date, the Shares will be duly and validly authorized and issued as fully paid and non-assessable; (ii) on the Closing Date, the Agent’s Options will be duly and validly created, authorized and issued; and (iii) the Agent’s Option Shares will be issued as fully paid and non- assessable upon exercise of the Agent’s Options in accordance with its terms; (k) no consent of any third party is required in connection with the transactions contemplated by this Agreement, except the consent of the Exchange and except to the extent that this Agreement contemplates obtaining receipts for the Prospectus; (l) no litigation, administrative proceeding, arbitration or other proceeding before or of any court, tribunal, arbitrator or regulatory or other governmental body or dispute with any regulatory or other governmental body is presently in process or, to the best of the knowledge and information of the Issuer, pending or threatened against the Issuer which, if determined adversely to the Issuer might have a material adverse effect on the financial condition, results of operations, business or prospects of the Issuer, or which would materially impair the ability of the Issuer to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations herein; (m) the Issuer has conducted its activities in connection with the Offering in compliance with all applicable laws and regulatory requirements; (n) the Issuer shall not reject any subscription for Shares tendered by the Agent, unless all such subscriptions tendered exceed the number of Shares offered pursuant to the Offering; (o) there is not presently, and will not be until the conclusion of the distribution under the Prospectus, any Material Change or change in any Material Fact relating to the Issuer, its business or its securities which has not been or will not be fully disclosed in the Prospectus or otherwise to the Agent; and (p) 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. 10.2 The Agent warrants, represents and covenants to the Issuer that: (a) it is a valid and subsisting corporation under the laws of the jurisdiction in which it was organized; (b) it is a member in good standing of the Exchange; and (c) is an “accredited investor” as defined it has complied with and will fully comply with the requirements of all applicable securities laws, including, without limitation, the by-laws and rules of the Exchange in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able relation to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment trading in the Company. Optionee hereby agrees to accept as binding, conclusive Shares and final all decisions or interpretations of the Plan Administrator upon any questions matters relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSEOffering.

WARRANTIES, REPRESENTATIONS AND COVENANTS. 12.1 All representations and warranties set forth below are subject to an qualified by those matters set forth in the disclosure schedule of the Issuer delivered to the Agent in connection with the execution of this Agreement. The undersigned Optionee Issuer warrants and represents that he: to and covenants with the Agent that: (a) has received, read and understood the Option Agreement Subsidiaries are wholly-owned subsidiaries of the Issuer and the Plan and agrees to abide by and be bound by its terms and conditions, Subsidiaries are the Issuer's only subsidiaries; (b) is acquiring the Issuer and the 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; (c) the Issuer and the 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 except where the failure to be so licensed or qualified would not have a material adverse effect on the business of the Issuer or the Subsidiaries, as applicable, or the operations of such entity; (d) the Issuer and the Subsidiaries each have the corporate power and capacity to own their assets and to carry on the business presently carried on by them; (e) the authorized and issued capital of the Issuer consists of the number of common shares disclosed in the Public Record and all of the Shares shown in the Public Record as issued are issued and outstanding as fully paid and non-assessable as at the date hereof; (f) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares, and the Agent's Warrant Shares and all such shares will be duly and validly issued as fully paid and non-assessable; (g) the minute books of Common Stock the Issuer, and the Subsidiaries contain all records of the proceedings of the meetings of the Issuer's or the Subsidiaries' directors, shareholders and committees of directors since incorporation; (h) the Issuer is the beneficial owner of the material businesses and assets or the interests in the businesses and assets referred to in the Public Record as being owned by the Issuer or the Subsidiaries and all agreements by which the Issuer or the Subsidiaries holds or may earn an interest in a business or asset are in good standing according to their terms; (i) the Public Record, taken as a whole, is true and complete in all material respects and each document included in the Public Record was prepared in accordance with the securities legislation and rules applicable thereto and was true and correct and contained no misrepresentation as at the date thereof; (j) the Issuer is a reporting issuer under Section 13 of the U.S. Exchange Act and is not in default of any of the requirements thereof or the regulation and rules made thereunder; (k) the Issuer's outstanding common shares are eligible for his own account quotation on the NASD Over The Counter Bulletin Board; (l) the audited financial statements of the Issuer for investment its fiscal years ended December 31, 2001 (the "Audited Financial Statements) have been prepared in accordance with United States generally accepted accounting principles, and not accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer on a consolidated basis as at the date thereof; (m) the unaudited financial statements of the Issuer for resale the period ended September 30, 2001 (the "Interim Financial Statements") have been prepared in accordance with United States generally accepted accounting principles and accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date thereof; (n) there have been no adverse material changes in the financial position of the Issuer since the date of the Audited Financial Statements, except as recorded in the books of the Issuer and fully and plainly disclosed in the Public Record; (o) since the date of the Audited Financial Statements, there has been no damage, loss or other change of any kind whatsoever in circumstances materially affecting the business or assets of the Issuer or the Subsidiaries or the right or capacity of the Issuer or the Subsidiaries to carry on their business; (p) all of the material transactions of the Issuer and the Subsidiaries have been promptly and properly recorded or filed in or with a view the Public Record or the books or records of the Issuer or the Subsidiaries; (q) all of the material contracts of the Issuer and the Subsidiaries are described in the Public Record and are in good standing in all material respects, and neither the Issuer nor any of the Subsidiaries is in default in any material respect thereof, and the Issuer is not aware of any default in any material respect by any other party to distribution thereof such contracts; (r) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws, and all applicable Nevada corporate legislation in violation relation to the issue of the Shares, and in all matters relating to the Private Placement; (s) 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 material breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Issuer is a party; (t) neither the Issuer nor any of the Subsidiaries is party to any actions, suits, proceedings or arbitrations which could materially affect the business or financial condition of the Issuer, taken as a whole, and, to the best of the knowledge of the Issuer, no such actions, suits, proceedings or arbitrations are contemplated or have been threatened; (u) 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 any of the Subsidiaries are subject; (v) to the best of the Issuer's knowledge, neither the Issuer nor any of the Subsidiaries is in breach of any law, ordinance, statute, regulation, bylaw, order or decree of any kind whatsoever which breach would have a material adverse effect on the financial position, business or prospects of the Issuer on a consolidated basis; (w) 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 Private Placement; (x) there is not presently, and will not be until the Final Closing, any material change relating to the Issuer which has not been or will not be fully disclosed in the Public Record; (y) 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, to the best of the knowledge of the Issuer, its directors, officers or promoters and, to the best of the knowledge of the Issuer, no investigations or proceedings for such purposes are pending or threatened; (z) except as disclosed in the Public Record, 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 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; (aa) the Issuer and the Subsidiaries 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 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; (bb) there are no liens for taxes on the assets of the Issuer or any of the Subsidiaries except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer or any of 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 on a consolidated basis; (cc) this Agreement will be upon execution and delivery by the Issuer, a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, subject only to customary qualifications regarding the availability of equitable remedies; (dd) the Issuer or any of the Subsidiaries own or are entitled to use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for the business of the Issuer and the Subsidiaries as now conducted and as proposed to be conducted, without any conflict with or infringement of the rights of others; (ee) neither the Issuer nor any of the Subsidiaries have received any communication alleging that the Issuer or any of the Subsidiaries have 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, and, to the best of the Issuer's knowledge, neither the execution or delivery of this Agreement, the carrying on of the businesses of the Issuer and the Subsidiaries, nor the conduct of the businesses of the Issuer or the Subsidiaries by their respective employees will conflict with or result in a breach or default of any of the material terms of any contract, covenant or instrument under which any of such employees are bound; (ff) apart from 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; (gg) if at any time the Issuer is required to file reports in compliance with either Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 19331934, as amended, the Issuer will (a) fully comply with the reporting requirements of such Act and (b) fully comply with all rules and regulations of the regulations promulgated thereunder SEC applicable to the use of SEC Rule 144; and (hh) the “Issuer has not engaged or will not engage in any "Directed Selling Efforts" within the meaning of Regulation S with respect to the Securities, has not made or will not make any offer to sell or solicitation of an offer to buy any of the Shares to any person and has not solicited or will not solicit offers for or has not made or will not make offers to sell, the Securities by means of any form of general solicitation or general advertising or in any manner involving a public offering within the meaning of the U.S. Securities Act”); . 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; (b) it will sell the Shares in compliance with the Applicable Legislation; (c) is an “accredited investor” as defined the Shares, the Agent's Warrants and all of the underlying Shares issuable upon exercise of such Agent's Warrants have not been and will not be registered in Rule 501 the United States under the U.S. Securities Act or in any other jurisdiction and that the Securities are being offered and sold in reliance upon Exemptions from registration provided by Regulation S and other Applicable Legislation; (d) the Agent, any selected dealer of the Agent, if applicable, or any of their respective affiliates (i) have not engaged or will not engage in any "Directed Selling Efforts" within the meaning of Regulation D promulgated under S with respect to the Securities, (ii) have not made or will not make (A) any offer to sell or solicitation of an offer to buy any of the Shares to any person or (B) any sale of the Shares to any person unless (1) the offer is made to such person outside the United States, (2) the seller of such Shares and any person acting on its behalf reasonably believes that at the time such person placed the order to purchase Shares, such person was outside the United States and (3) such sale is otherwise in compliance with the applicable requirements of Regulation S, (iii) have not taken or will not take any action which would constitute a violation of Regulation M, or (iv) have not solicited or will not solicit offers for, or have not made or will not make offers to sell, the Securities by means of any form of general solicitation or general advertising or in any manner involving a public offering within the meaning of the U.S. Securities Act. The undersigned’s financial condition is such ; (e) the Agent has caused or will promptly cause each selected dealer of the Agent to acknowledge in writing its awareness of and agreement to be bound by and shall use its commercially reasonable efforts to ensure that he is able to bear each selected dealer complies with the risk representations and warranties contained in this Agreement in connection with all offers and sale of holding such securities for an indefinite period the Securities; and (f) the Agent has not entered, and will not enter, into any contractual arrangement without the prior written consent of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar Company with respect to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations placement of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIREDSecurities, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSEexcept with its affiliates.

WARRANTIES, REPRESENTATIONS AND COVENANTS. 12.1 The undersigned Optionee Issuer warrants and represents that he: to and covenants with the Agent that: (a) has receivedthe Issuer beneficially owns free and clear of any security interest, read option, encumbrance or adverse interest of any kind in 70 per cent of the issued and understood the Option Agreement outstanding share capital of Emir Oil and the Plan and agrees to abide by and be bound by its terms and conditions, wholly-owns InterUnion Merchant Group Inc. (BVI); (b) is acquiring the Issuer does not own any subsidiaries other than those defined as Subsidiaries; (c) the Issuer and the 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 merged; (d) the Issuer and the 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 except where the failure to be so licensed or qualified would not have a material adverse effect on the business of the Issuer or the Subsidiaries, as applicable, or the operations of such entity; (e) the Issuer and the Subsidiaries each have the corporate power and capacity to own their assets and to carry on the business presently carried on by them; (f) the authorized and issued capital of the Issuer consists of the number of common shares disclosed in the Public Record and all of the Shares shown in the Public Record as issued are issued and outstanding as fully paid and non-assessable as at the date hereof; (g) the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares, and the Agent's Warrant Shares and all such shares will be duly and validly issued as fully paid and non-assessable; (h) the minute books of Common Stock the Issuer, and the Subsidiaries contain all records of the proceedings of the meetings of the Issuer's or the Subsidiaries' directors, shareholders and committees of directors since incorporation; (i) the Issuer is the beneficial owner of the material businesses and assets or the interests in the businesses and assets referred to in the Public Record as being owned by the Issuer or the Subsidiaries and all agreements by which the Issuer or the Subsidiaries holds or may earn an interest in a business or asset are in good standing according to their terms; (j) the Public Record, taken as a whole, is true and complete in all material respects and each document included in the Public Record was prepared in accordance with the securities legislation and rules applicable thereto and was true and correct and contained no misrepresentation as at the date thereof; (k) the Issuer is a reporting issuer under Section 13 of the U.S. Exchange Act and is not in default of any of the requirements thereof or the regulation and rules made thereunder; (l) the Issuer's outstanding common shares are eligible for his own account quotation on the NASD Over The Counter Bulletin Board; (m) the audited financial statements of the Issuer for investment its fiscal years ended March 31, 2003 (the "Audited Financial Statements") have been prepared in accordance with United States generally accepted accounting principles, and not accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer on a consolidated basis as at the date thereof; (n) the unaudited financial statements of the Issuer for resale the period ended September 30, 2003 (the "Interim Financial Statements") have been prepared in accordance with United States generally accepted accounting principles and accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as at the date thereof; (o) there have been no adverse material changes in the financial position of the Issuer since the date of the Audited Financial Statements, except as recorded in the books of the Issuer and fully and plainly disclosed in the Public Record; (p) since the date of the Audited Financial Statements, there has been no damage, loss or other change of any kind whatsoever in circumstances materially affecting the business or assets of the Issuer or the Subsidiaries or the right or capacity of the Issuer or the Subsidiaries to carry on their business; (q) all of the material transactions of the Issuer and the Subsidiaries have been promptly and properly recorded or filed in or with a view the Public Record or the books or records of the Issuer or the Subsidiaries; (r) all of the material contracts of the Issuer and the Subsidiaries are described in the Public Record and are in good standing in all material respects, and neither the Issuer nor any of the Subsidiaries is in default in any material respect thereof, and the Issuer is not aware of any default in any material respect by any other party to distribution thereof such contracts; (s) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws, and all applicable Delaware corporate legislation in violation relation to the issue of the Shares, and in all matters relating to the Private Placement; (t) 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 material breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Issuer is a party; (u) neither the Issuer nor any of the Subsidiaries is party to any actions, suits, proceedings or arbitrations which could materially affect the business or financial condition of the Issuer, taken as a whole, and, to the best of the knowledge of the Issuer, no such actions, suits, proceedings or arbitrations 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 any of the Subsidiaries are subject; (w) to the best of the Issuer's knowledge, neither the Issuer nor any of the Subsidiaries is in breach of any law, ordinance, statute, regulation, bylaw, order or decree of any kind whatsoever which breach would have a material adverse effect on the financial position, business or prospects of the Issuer on a consolidated basis; (x) 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 Private Placement and the transactions contemplated by the Merger Agreement; (y) there is not presently, and will not be until the Offering is fully subscribed, any material change relating to the Issuer which has not been or will not be fully disclosed in the Public Record; (z) 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, to the best of the knowledge of the Issuer, its directors, officers or promoters and, to the best of the knowledge of the Issuer, no investigations or proceedings for such purposes are pending or threatened; (aa) except as disclosed in the Public Record, 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 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; (bb) the Issuer and the Subsidiaries 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 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; (cc) there are no liens for taxes on the assets of the Issuer or any of the Subsidiaries except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer or any of 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 on a consolidated basis; (dd) this Agreement will be upon execution and delivery by the Issuer, a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, subject only to customary qualifications regarding the availability of equitable remedies; (ee) the Issuer or any of the Subsidiaries own or are entitled to use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for the business of the Issuer and the Subsidiaries as now conducted and as proposed to be conducted, without any conflict with or infringement of the rights of others; (ff) apart from 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; (gg) if at any time the Issuer is required to file reports in compliance with either Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 19331934, as amended, the Issuer will (a) fully comply with the reporting requirements of such Act and (b) fully comply with all rules and regulations of the regulations promulgated thereunder SEC applicable to the use of SEC Rule 144; and (hh) the “Issuer has not engaged or will not engage in any "Directed Selling Efforts" within the meaning of Regulation S with respect to the Securities, has not made or will not make any offer to sell or solicitation of an offer to buy any of the Shares to any person and has not solicited or will not solicit offers for or has not made or will not make offers to sell, the Securities by means of any form of general solicitation or general advertising or in any manner involving a public offering within the meaning of the U.S. Securities Act”); . (ii) With the Agent's guidance, the Issuer agrees to obtain all requisite regulatory approvals and to complete the necessary documentation with respect to the Offering in all Selling Jurisdictions in which subscribers reside; (jj) Given reasonable notice, management of the Issuer will be available to meet with qualified investors in the Selling Jurisdictions with respect to the Offering; (kk) The Issuer has disclosed to the Agent all material facts in relation to the business and affairs of the Issuer that any prudent agent or investor would want to know prior to making any investment in securities of the Issuer. 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; (b) it will sell the Shares in compliance with the Applicable Legislation; (c) the Shares, the Agent's Warrants and all of the underlying Shares issuable upon exercise of such Agent's Warrants have not been and will not be registered in the United States under the U.S. Securities Act or in any other jurisdiction and that the Securities are being offered and sold in reliance upon Exemptions from registration provided by Regulation S and other Applicable Legislation; (d) the Agent, any selected dealer of the Agent, if applicable, or any of their respective affiliates (i) have not engaged or will not engage in any "Directed Selling Efforts" within the meaning of Regulation S with respect to the Securities, (ii) have not made or will not make (A) any offer to sell or solicitation of an offer to buy any of the Shares to any person or (B) any sale of the Shares to any person unless (1) the offer is made to such person outside the United States, (2) the seller of such Shares and any person acting on its behalf reasonably believes that at the time such person placed the order to purchase Shares, such person was outside the United States and (3) such sale is otherwise in compliance with the applicable requirements of Regulation S, (iii) have not taken or will not take any action which would constitute a violation of Regulation M, or (iv) have not solicited or will not solicit offers for, or have not made or will not make offers to sell, the Securities by means of any form of general solicitation or general advertising or in any manner involving a public offering within the meaning of the U.S. Securities Act; (e) the Agent has caused or will promptly cause each selected dealer of the Agent to acknowledge in writing its awareness of and agreement to be bound by and shall use its commercially reasonable efforts to ensure that each selected dealer complies with the representations and warranties contained in this Agreement in connection with all offers and sale of the Securities; and (f) the Agent has not entered, and will not enter, into any contractual arrangement without the prior written consent of the Company with respect to the placement of the Securities, except with its affiliates. (g) Obtain from each Purchaser an executed Subscription Agreement in a form reasonably acceptable to the Issuer and to the Agent relating to the transactions contemplated, together with all documentation as may be necessary in connection with subscriptions for Shares. (h) The Agent hereby represents that it is an “"accredited investor” " as defined in Rule 501 under Applicable Legislation by virtue of Regulation D promulgated being a company registered under the Securities Act. The undersigned’s financial condition Act (Ontario) as an adviser or dealer (other than a limited market dealer) and is such that he is able to bear acquiring its portion of the risk Agent's Warrants as principal for its own account and not for the benefit of holding such securities any other person. 12.3 All representations and warranties contained in this Agreement on part of each of the parties shall survive Closing for an indefinite a period of time three (3) years from the initial Closing of the Offering, after which time, if no Claim shall have been made against a party with respect to any incorrectness or breach of any representation and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar warranty, that party shall have no further liability under this Agreement with respect to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions representation or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSEwarranty.

WARRANTIES, REPRESENTATIONS AND COVENANTS. The undersigned Optionee warrants and represents that he: (a) has received, read and understood the this Option Agreement and the Plan and agrees to abide by and be bound by its terms and conditions, (b) is acquiring such shares of Common Stock for his own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act”); and (c) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator Board upon any questions relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

WARRANTIES, REPRESENTATIONS AND COVENANTS. 10.1 The undersigned Optionee Issuer covenants, represents and warrants and represents that he: to the Agent that: (a) has receivedall information and other data relating to the Issuer furnished by or on behalf of the Issuer in writing to the Agent is, read or, in the case of historical information, was at the date of preparation true, accurate, complete and understood correct in all material respects, and does not or did not, as the Option Agreement and the Plan and agrees to abide by and be bound by its terms and conditionscase may be, contain any Misrepresentation; (b) the Issuer has been duly incorporated and organized and is acquiring such shares validly existing and in good standing under the laws of Common Stock for his its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business; (c) the Issuer does not own account for investment or have any interest in any assets or property of any kind whatsoever, other than cash or deposits with financial institutions; (d) the Issuer currently carries on business as a capital pool company, as contemplated by Exchange policies, and not for resale or has complied with and will continue to comply with the requirements of Exchange policies until it completes a view Qualifying Transaction; (e) the Prospectus contains full, true and plain disclosure of all Material Facts in relation to distribution thereof in violation the Issuer, its business and its securities, and contains no Misrepresentation; (f) the financial statements of the Securities Act Issuer which form part of 1933the Prospectus have been prepared in accordance with International Financial Reporting Standards, accurately reflect the financial position of the Issuer and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer as amendedat the date of the financial statements, and there has been no adverse Material Changes in the financial position of the Issuer since that date, except as fully and plainly disclosed in the Prospectus; (g) the authorized and outstanding share capital of the Issuer is as set forth in the Prospectus, all outstanding shares will have been issued as fully paid and non-assessable and the only outstanding options, warrants or other rights to acquire any shares or other securities of the Issuer is as set forth in the Prospectus; (h) the Issuer is not in default or breach of, and the regulations promulgated thereunder execution and delivery of, and the performance and compliance with the terms of this Agreement does not and will not result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, in any material respect, any term or provisions of the articles, by-laws, or resolutions of the Issuer, or any indenture, agreement (written or oral), lease or other document to which the “Issuer is a party or by which it is bound, or any judgment, decree or order, or to its knowledge, statute, rule or regulation applicable to the Issuer, which default or breach might reasonably be expected to materially adversely affect the business, operations, assets, capital or condition (financial or otherwise) of the Issuer; (i) this Agreement is a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to the laws relating to creditors’ rights generally and equitable remedies and except to the extent that the enforcement of rights to indemnity and waiver of contribution may be limited by applicable law; (j) the Issuer has full corporate authority and capacity to issue the Securities Act”and: (i) on the Closing Date, the Shares and the Corporate Finance Shares will be duly and validly authorized and issued as fully paid and non-assessable; (ii) on the Closing Date, the Agent’s Option will be duly and validly created, authorized and issued; and (iii) the Agent’s Option Shares will be issued as fully paid and non- assessable upon exercise of the Agent’s Option in accordance with its terms; (k) no consent of any third party is required in connection with the transactions contemplated by this Agreement, except the consent of the Exchange and except to the extent that this Agreement contemplates obtaining receipts for the Prospectus; (l) no litigation, administrative proceeding, arbitration or other proceeding before or of any court, tribunal, arbitrator or regulatory or other governmental body or dispute with any regulatory or other governmental body is presently in process or, to the best of the knowledge and information of the Issuer, pending or threatened against the Issuer which, if determined adversely to the Issuer might have a material adverse effect on the financial condition, results of operations, business or prospects of the Issuer, or which would materially impair the ability of the Issuer to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations herein; (m) the Issuer has conducted its activities in connection with the Offering in compliance with all applicable laws and regulatory requirements; (n) the Issuer shall not reject any subscription for Shares tendered by the Agent, unless all such subscriptions tendered exceed the maximum number of Shares offered pursuant to the Offering; (o) there is not presently, and will not be until the conclusion of the distribution under the Prospectus, any Material Change or change in any Material Fact relating to the Issuer, its business or its securities which has not been or will not be fully disclosed in the Prospectus or otherwise to the Agent; (p) 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 (q) the Shares will be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts and deferred profit sharing plans (other than deferred profit sharing plans for which the employer is the Issuer or a corporation with which the Issuer does not deal at arms’ length); , subject to the specific provision of any particular plan. 10.2 The Agent warrants, represents and covenants to the Issuer that: (a) it is a valid and subsisting corporation under the laws of the jurisdiction in which it was organized; (b) it is duly registered under all applicable securities laws to sell the Shares in the Selling Jurisdictions; (c) it is an “accredited investor” as defined a member in Rule 501 good standing of Regulation D promulgated under the Securities Act. The undersigned’s financial condition is such that he is able Exchange; and (d) it has complied with and will fully comply with the requirements of all applicable securities laws, including, without limitation, the by-laws and rules of the Exchange in relation to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment trading in the Company. Optionee hereby agrees to accept as binding, conclusive Shares and final all decisions or interpretations of the Plan Administrator upon any questions matters relating to the Plan or this Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSEOffering.