Jean Arnett and Brad Hargreaves
![](https://www.sec.gov/Archives/edgar/data/1493712/000159406216000624/cellmedxlogo.jpg)
Xxxx Xxxxxx and Xxxx Xxxxxxxxxx
000-0000 Xxxxxxxx Xxxxx
Xxxxxxxxx XX X0X 0X0
September 26, 2016
Re: Letter agreement outlining terms and conditions to cancel options to acquire up to 17,500,000 common shares of Cell MedX Corp.
Dear Xx. Xxxxxxxxxx and Xx. Xxxxxx:
This letter agreement summarizes the mutual understanding and agreement in respect of the cancellation of the options to purchase up to an aggregate of 17,500,000 shares (8,750,000, each) of Cell MedX Corp.’s (the “Company”) common stock at an initial exercise price of $0.05 per share (the “Options”) granted to Xx. Xxxxxx and Xx. Xxxxxxxxxx by the Company on or about November 25, 2014 in connection with the Technology Purchase Agreement made effective October 16, 2014 and amended on or about October 28, 2014 and November 13, 2014.
As consideration for the agreement to cancel the Options, the Company, Xx. Xxxxxx and Xx. Xxxxxxxxxx agree to the following:
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The Company will retain the consulting services of Xx. Xxxxxx and Xx. Xxxxxxxxxx for a period of six (6) months commencing August 1, 2016. In consideration for their services, the Company will pay Xx. Xxxxxx a monthly consulting fee of CAD$5,000 per month and pay Xx. Xxxxxxxxxx a monthly consulting fee of CAD$5,000 per month.
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Upon signing of this letter agreement, the Company will issue Xx. Xxxxxx a cheque for CAD$8,000 representing the payment of August and September consulting services, less CAD$2,000 (representing 50% of CAD$4,000 previously advanced to Xx. Xxxxxx and Xx. Xxxxxxxxxx). In addition, the Company will issue Xx. Xxxxxx a cheque for CAD$5,000 dated October 1, 2016, representing a payment for October consulting services.
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Upon signing of this letter agreement, the Company will issue Xx. Xxxxxxxxxx a cheque for CAD$8,000 representing the payment of August and September consulting services, less CAD$2,000 (representing 50% of CAD$4,000 previously advanced to Xx. Xxxxxx and Xx. Xxxxxxxxxx). In addition, the Company will issue Xx. Xxxxxxxxxx a cheque for CAD$5,000 dated October 1, 2016, representing a payment for October consulting services.
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____________________________________________________________________________________________
Cell MedX Corp. 0000 Xxxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
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The Company acknowledges that as of July 31, 2016 the Company was indebted to Xx. Xxxxxx and Xx. Xxxxxxxxxx in the following amounts:
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Amount
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Amount due to Xxxx Xxxxxx at July 31, 2016
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USD$ 87,212.74
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Amount due to Xxxx Xxxxxxxxxx at July 31, 2016
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USD$ 61,107,89
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Total indebtedness
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USD$148,320.63
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* Foreign exchange used: USD$1=CAD$1.3197 as at September 26, 2016 per Bank of Canada
The Company agrees to extinguish the debt owed to Xx. Xxxxxxxxxx and Xx. Xxxxxx in the following manner:
Private Placement Financing Closed
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Repayment
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Up to an aggregate of $1,000,000*
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USD$50,000.00
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Up to an aggregate of $2,000,000*
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USD$50,000.00
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Up to an aggregate of $3,000,000*
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USD$48,320.63
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* The aggregate amounts listed do not include any current Debt or Equity Financing up to and including September 26, 2016.
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Should Xx. Xxxxxxxxxx, and Xx. Xxxxxx, choose to exercise their options to acquire the shares of the Company’s common stock, the Company agrees to issued 20 shares (not to exceed 2,500,000 shares) of its common stock for each $1 owed to Xx. Xxxxxxxxxx and Xx. Xxxxxx at the time of the exercise. The amount exercised shall be deducted from the total to be paid as presented in the schedule above.
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Please sign where indicated below to indicate your concurrence with our understanding.
Yours truly,
Per: _/s/ Xxxxx XxXxxxxx
Name: Xxxxx XxXxxxxx
Title: President
Agreed this 26th day of September, 2016
/s/ Xxxx Xxxxxx
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/s/ Xxxxxxx Xxxxxxxxxx
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Xxxx Xxxxx | Xxxxxxx Xxxxxxxxxx |