ESCROW AGREEMENT THIS AGREEMENT is made as of the 6th day of November, 2018 AMONG: GRAPH BLOCKCHAIN INC. (the “Issuer”) AND: COMPUTERSHARE INVESTOR SERVICES INC. (the “Escrow Agent”) AND: EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER (a...Escrow Agreement • November 21st, 2018 • Graph Blockchain Inc • Investors, nec • British Columbia
This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the “Policy”) in connection with the proposed listing of common shares on the Canadian Securities Exchange (the “Listing”) by the Issuer, an “emerging issuer” as defined in section 3.3 of the Policy.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 21st, 2018 • Graph Blockchain Inc • Investors, nec • British Columbia
In consideration of the undertakings of the parties, their mutual promises and covenants, and other valuable consideration as provided, the parties, intending to be legally bound, hereby agree as follows:
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReg Technologies Inc • March 24th, 2011 • Investors, nec
We consent to the inclusion in the Form 20-F/A of our report dated August 24, 2009, except for Note 15 which is as of November 13, 2009, on the consolidated balance sheet of Reg Technologies Inc. as of April 30, 2009 and the related consolidated statements of loss and comprehensive loss, stockholders’ equity and cash flows for the year then ended.
DISTRIBUTOR AGREEMENTDistributor Agreement • July 6th, 2006 • Reg Technologies Inc • Investors, nec
NOW THEREFORE in consideration of the premises and the mutual covenants, conditions and agreements hereinafter set out and other good and valuable consideration not recited herein, the parties hereto agree as follows:
ContractAgreement • November 21st, 2018 • Graph Blockchain Inc • Investors, nec
AGREEMENT FOR THE APPOINTMENT OF A GRAPH BLOCKCHAINDISTRIBUTION PARTNERThis Agreement for the Appointment of a GRAPH BLOCKCHAIN DISTRIBUTION Partner (“Agreement”) is entered into by and betweenGRAPH BLOCKCHAIN LIMITED 2161 Yonge Street Suite 210 Toronto, ON M4S 3A6 (“Graph”)andRAINBOW SOFT CO., L TO. S07, Nonhyeon-ro, Gangnam-gu, Seoul, Republic of Korea, 06312 (“Partner”)WHEREAS:Graph has the right to license the distribution of certain software products defined below (“Software Products”) and Partner wishes to be granted a non-exclusive right to market and distribute the Software Products throughout the territory also defined below (“Territory”), Graph accordingly agrees to authorise Partner for the period of this Agreement (“Term”) on a personal, non-exclusive, non-transferable basis, to market and distribute the Software Products, throughout the Territory, in object code form, subject to the provisions of this Agreement.TABLE OF CONTENTS 1.GENERAL TERMS for the Appointment of a Gra
DEFINITIVE AGREEMENT among REG TECHNOLOGIES INC. and GRAPH BLOCKCHAIN LIMITED and 2659468 ONTARIO INC. November 6, 2018Definitive Agreement • November 21st, 2018 • Graph Blockchain Inc • Investors, nec • Ontario
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:
