Note and Warrant Purchase Agreement

Options are bought by investors when they expect the price of a stock to rise or fall (depending on the type of option). For example, if a stock is currently trading at $40 and an investor believes the price will rise to $50 next month, the investor would buy a call option today so that they can buy the stock for $40 the following month, then sell it for $50 and make a profit of $10. Stock options are traded on the stock exchange, as are shares. When an investor exercises a stock option, that investor usually passes the shares on to another investor. (c) access to information. Such Investor acknowledges that the Company has provided such Investor with access to the Company`s records and accounts and all information in its possession relating to the Company, has provided its officers and agents for interviews by such Investor, and has provided such Investor with all documents and other information; that the investor must make an informed decision regarding the purchase of the securities. (i) Entire Agreement. This Agreement, together with the other Transaction Documents, constitutes and contains the entire agreement between the Company and the Investors and supersedes all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, having regard to the subject matter hereof. c) Legal requirements.

At the time of closing, the sale and issuance of the securities by the Company and the purchase of the securities by investors are permitted by law by all laws and regulations to which investors or the Company are subject. There are two types of warrants: an appeal mandate and a sales mandate. A warrant is the right to purchase shares at a certain price in the future, and a warrant is the right to resell shares at a certain price in the future. A share purchase warrant differs from an option in two main ways: a company issues its own warrants and the company issues new shares for the transaction. In addition, a company may issue a share purchase warrant if it wishes to raise additional capital from a share offering. If a company sells shares for $100 but a warrant costs only $10, more investors exercise the right to a warrant. These warrants are a source of future capital. (a) Representations and Warranties. The representations and warranties made by the Company in Section 2 must have been true and accurate at the time of submission and must be true and accurate as of the closing date. (l) counterparties. This Agreement may be performed in one or more considerations, each of which is considered original, but which together constitute a single Agreement. Facsimile copies of signed signature pages are considered binding originals.

2. Company Representations and Warranties. The Company represents and warrants to each Investor that: (e) Survival. The representations, warranties, representations and agreements contained herein shall survive the performance and delivery of this Agreement. (b) In camera. Insurers in connection with registration are third party beneficiaries referred to in this Section 6(b) and shall have the right, authority and authority to apply the provisions of this Agreement as if they were parties to it. Each investor further agrees to enter into such agreements as may reasonably be required by the underwriters in connection with the registration, which are consistent with this Section 6(b) or which are necessary to achieve its continued effect. Therefore, warrants for long-term investments may be a better investment than stock options due to their long-term duration.

However, stock options can be a better short-term investment. 7. Any trust with total assets in excess of $5,000,000 that was not established for the specific purpose of acquiring the securities offered and whose purchase is led by an experienced person, as described in Rule 506(b)(2)(ii) and (d) non-infringement. (k) the severability of agreements; Severability clause of this Agreement. The company`s agreement with each of the investors is a separate agreement and the sale of the securities to each of the investors is a separate sale. Except as expressly stated otherwise herein, each investor`s rights hereunder are multiple rights, and not rights held jointly with any of the other investors. Any invalidity, illegality or limitation of the applicability of the Agreement or any part thereof by an investor, whether arising from the law of residence of the respective investor or for any other reason, shall in no way affect the validity, legality or enforceability of this Agreement vis-à-vis other investors. If any provision of this Agreement is held to be invalid, illegal or unenforceable in court, the validity, legality and enforceability of the remaining provisions shall not be affected or affected in any way.

One. Under the terms set forth herein and subject to the terms set forth herein, each investor is prepared to sell from the Company a promissory note equal to the principal amount set forth on behalf of such investor in Schedule I and a common share purchase warrant in the amount of twenty-five per cent of the principal amount of the promissory note acquired by such investor. .