AGENCY AGREEMENTAgency Agreement • October 4th, 2021 • British Columbia
Contract Type FiledOctober 4th, 2021 JurisdictionROTH Canada, ULC (the “Agent”), as lead agent and sole bookrunner, hereby agrees to offer for purchase and sale on a ‘commercially reasonable efforts’ agency basis and Railtown AI Technologies Inc. (the “Company”) upon and subject to the terms hereof, agrees to issue and sell through the Agent, a minimum of 5,000,000 common shares of the Company (each an “Initial Share”) and a maximum of 7,500,000 Initial Shares at a price of $0.40 per Initial Share (the “Offering Price”) for gross proceeds of a minimum of $2,000,000 and up to a maximum of $3,000,000.