Wolverine Exploration Inc. - Exhibit 10.1 - Filed by newsfilecorp.com





SHARE EXCHANGE AND ROYALTY AGREEMENT 

THIS AGREEMENT is made effective as of the 14th day of
April, 2015. 

AMONG: 


  
    WOLVERINE EXPLORATION INC., a State of Nevada
      corporation with an office at 4055 McLean Road, Quesnel, British Columbia,
      Canada, V2J 6V5. 

    (“Pubco”) 

  



AND: 


  
    ENIGMAMOBIL INC., a Province of Alberta corporation with
      an office at 103 Huntcroft Place NE, Calgary, ABN, T2K 4E6. 

    (“Priveco”) 

  



AND: 


  
    DAVE CHALK, with an address at with an address at 20629
      86 Ave, Langley, BC, V1M 3X3 (as listed on Schedule 1 attached hereto).
        

    (the “Selling Shareholder”) 

  



WHEREAS: 

	A. 	
      the Selling Shareholder is the registered and beneficial
      owners of all 100 issued and outstanding common shares in the capital
      stock of Priveco;

	 	 
	B. 	
      Priveco is the legal and equitable owner of all right,
      title and interest in and to the Intellectual Property Assets as defined
      in Section 3.18 of this Agreement;

	 	 
	C. 	
      Pubco has agreed to issue 300,000,000 common shares in
      the capital stock of Pubco as of the Closing Date (as defined herein) to
      the Selling Shareholder as consideration for the purchase by Pubco
    of:




	 	i. 	
      25 common shares of Priveco held by the Selling
      Shareholder, representing 25% of all issued and outstanding common shares
      of the Priveco, on the Closing Date; and

	 	 	 
	 	ii. 	
      a 25% royalty of all gross revenues from the sales of
      licenses to the Intellectual Property Assets as defined in Section 3.18 of
      this Agreement; and




	D. 	
      upon the terms and subject to the conditions set forth in
      this Agreement, the Selling Shareholder has agreed to sell 25 of the
      issued and outstanding common shares of Priveco held by the Selling
      Shareholder to Pubco and Priveco granting a 25% royalty on all sales of
      licenses to the Intellectual Property in exchange for the issuance of the
      Pubco Shares (as defined herein) by Pubco to the Selling
    Shareholder.







- 2 - 

THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties covenant
and agree as follows: 

	1. 	
      DEFINITIONS

	 	 	 
	1.1 	
      Definitions. The following terms have the
      following meanings, unless the context indicates otherwise:

	 	 	 
		(a) 	
      “Agreement” shall mean this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in this
      Agreement, and all amendments and supplements, if any, to this
      Agreement;

	 	 	 
		(b) 	
      “Closing” shall mean the completion of the
      Transaction, in accordance with Section 7 hereof, at which the Closing
      Documents shall be exchanged by the parties, except for those documents or
      other items specifically required to be exchanged at a later
  time;

	 	 	 
		(c) 	
      “Closing Date” shall mean a date mutually agreed
      upon by the parties hereto in writing and in accordance with Section 10.6
      following the satisfaction or waiver by Pubco and Priveco of the
      conditions precedent set out in Sections 5.1 and 5.2,
  respectively;

	 	 	 
		(d) 	
      “Closing Documents” shall mean the papers,
      instruments and documents required to be executed and delivered at the
      Closing pursuant to this Agreement;

	 	 	 
		(e) 	
      “Exchange Act” shall mean the United States
      Securities Exchange Act of 1934, as amended;

	 	 	 
		(f) 	
      “Liabilities” shall include any direct or indirect
      indebtedness, guaranty, endorsement, claim, loss, damage, deficiency,
      cost, expense, obligation or responsibility, fixed or unfixed, known or
      unknown, asserted choate or inchoate, liquidated or unliquidated, secured
      or unsecured;

	 	 	 
		(g) 	
      “Priveco Accounting Date” shall mean the date
      being that of the end of the most recent financial quarter of
    Priveco;

	 	 	 
		(h) 	
      “Priveco Financial Statements” shall mean the
      audited balance sheet of Priveco dated as of the most recent fiscal year
      end of Priveco, together with related statements of income, cash flows,
      and changes in shareholder’s equity for the most recent fiscal year end of
      Priveco and the unaudited balance sheet of Priveco dated as of the Priveco
      Accounting Date, together with related statements of income, cash flows,
      and changes in shareholder’s equity for the interim period ended on the
      Priveco Accounting Date;

	 	 	 
		(i) 	
      “Priveco Shares” shall mean the 25 common shares
      of Priveco held by the Selling Shareholder, being 25% of all of the issued
      and outstanding common shares of Priveco beneficially held, either
      directly or indirectly, by the Selling Shareholder;

	 	 	 
		(j) 	
      “Pubco Financing” shall have the meaning defined
      in Section 6.1(d) hereof;

	 	 	 
		(k) 	
      “Pubco Shares” shall mean the 300,000,000 fully
      paid and non-assessable common shares of Pubco at a deemed price per share
      of USD $0.01, to be issued to the Selling Shareholder by Pubco on the
      Closing.







- 3 - 

	 	(l) 	
      “SEC” shall mean the Securities and Exchange
      Commission;

	 	 	 
	 	(m) 	
      “Securities Act” shall mean the United States
      Securities Act of 1933, as amended;

	 	 	 
	 	(n) 	
      “Taxes” shall include international, federal,
      state, provincial and local income taxes, capital gains tax, value-added
      taxes, franchise, personal property and real property taxes, levies,
      assessments, tariffs, duties (including any customs duty), business
      license or other fees, sales, use and any other taxes relating to the
      assets of the designated party or the business of the designated party for
      all periods up to and including the Closing Date, together with any
      related charge or amount, including interest, fines, penalties and
      additions to tax, if any, arising out of tax assessments; and

	 	 	 
	 	(o) 	
      “Transaction” shall mean the purchase of the
      Priveco Shares by Pubco from the Selling Shareholder and the grant of the
      Royalty as defined in Section 2.6 of this Agreement by Priveco to Pubco in
      consideration for the issuance of the Pubco Shares to the Selling
      Shareholder.




	1.2 	
      Schedules. The following schedules are attached to
      and form part of this Agreement:




	 	Schedule 1 	– 	Selling Shareholder 
	 	Schedule 2 	– 	Certificate of Non-U.S.
      Shareholder 
	 	Schedule 3 	– 	Directors and Officers of Priveco
    
	 	Schedule 4 	– 	Directors and Officers of Pubco
    
		Schedule 5 	– 	
      Priveco Material Leases, Subleases, Claims, Capital
      Expenditures, Taxes and Other Property Interests 

	 	Schedule 6 	– 	Priveco Intellectual Property
  
	 	Schedule 7 	– 	Priveco Material Contracts 
	 	Schedule 8 	– 	Priveco Employment Agreements and
      Arrangements 
	 	Schedule 9 	– 	Subsidiaries




	1.3 	
      Currency. All references to currency referred to
      in this Agreement are in United States Dollars (USD$), unless expressly
      stated otherwise.

	 	 
	2. 	
      THE OFFER, PURCHASE AND SALE OF SHARES AND THE
      ROYALTY

	 	 
	2.1 	
      Offer, Purchase and Sale of Shares. Subject to the
      terms and conditions of this Agreement, the Selling Shareholder hereby
      covenants and agrees to sell, assign and transfer to Pubco, and Pubco
      hereby covenants and agrees to purchase from the Selling Shareholder all
      of the Priveco Shares held by the Selling Shareholder.

	 	 
	2.2 	
      Consideration. As consideration for the sale of
      the Priveco Shares by the Selling Shareholder to Pubco, Pubco shall allot
      and issue the Pubco Shares to the Selling Shareholder or their nominees in
      the amount set out opposite each Selling Shareholder’s name in Schedule 1.
      The Selling Shareholder acknowledges and agrees that the Pubco Shares are
      being issued pursuant to an exemption from the prospectus and registration
      requirements of the Securities Act. As required by applicable securities
      law, the Selling Shareholder agrees to abide by all applicable resale
      restrictions and hold periods imposed by all applicable securities
      legislation. All certificates representing the Pubco Shares issued on
      Closing will be endorsed with the following legend pursuant to the
      Securities Act in order to reflect the fact that the Pubco Shares will be
      issued to the Selling Shareholder pursuant to an exemption from the
      registration requirements of the Securities
Act:







- 4 - 

For the Selling Shareholder who is not
resident in the United States: 


  
    “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
      PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED (THE “1933 ACT”). 

    NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
      UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
      REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
      STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
      PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” 

  



	2.3 	
      Share Exchange Procedure. The Selling Shareholder
      shall exchange his certificate representing the Priveco Shares by
      delivering such certificate to Pubco duly executed and endorsed in blank
      (or accompanied by duly executed stock powers duly endorsed in blank), in
      each case in proper form for transfer, with signatures guaranteed, and, if
      applicable, with all stock transfer and any other required documentary
      stamps affixed thereto and with appropriate instructions to allow the
      transfer agent to issue certificates for the Pubco Shares to the holder
      thereof, together with a Certificate of Non-U.S. Shareholder (the
      “Certificate of Non-U.S. Shareholder”), a copy of which is set out
      in Schedule 2.

	 	 
	2.4 	
      Fractional Shares. Notwithstanding any other
      provision of this Agreement, no certificate for fractional shares of the
      Pubco Shares will be issued in the Transaction. In lieu of any such
      fractional shares the Selling Shareholder would otherwise be entitled to
      receive upon surrender of certificates representing the Priveco Shares for
      exchange pursuant to this Agreement, the Selling Shareholder will be
      entitled to have such fraction rounded up to the nearest whole number of
      Pubco Shares and will receive from Pubco a stock certificate representing
      same.

	 	 
	2.5 	
      Restricted Securities. The Selling Shareholder
      acknowledges that the Pubco Shares issued pursuant to the terms and
      conditions set forth in this Agreement will have such hold periods as are
      required under applicable securities laws and as a result may not be sold,
      transferred or otherwise disposed, except pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case only in accordance
      with all applicable securities laws.

	 	 
	2.6 	
      Royalty. As consideration for the purchase of the
      Priveco Shares by Pubco from the Selling Shareholder, Priveco shall grant
      to Pubco the transferrable and assignable, in whole or in part, right to a
      25% royalty paid in cash every calendar quarter of all gross revenues from
      the sales of licenses to the Intellectual Property Assets as defined in
      Section 3.18 of this Agreement (the
“Royalty”).







- 5 - 

	3. 	
      REPRESENTATIONS AND WARRANTIES OF PRIVECO AND THE
      SELLING SHAREHOLDER

	 	 
		
      Priveco and the Selling Shareholder, jointly and
      severally, represent and warrant to Pubco, and acknowledge that Pubco is
      relying upon such representations and warranties, in connection with the
      execution, delivery and performance of this Agreement, notwithstanding any
      investigation made by or on behalf of Pubco, as follows:

	 	 
	3.1 	
      Organization and Good Standing. Priveco is a
      corporation duly organized, validly existing and in good standing under
      the laws of the Province of Alberta and has the requisite corporate power
      and authority to own, lease and to carry on its business as now being
      conducted. Priveco is duly qualified to do business and is in good
      standing as a corporation in each of the jurisdictions in which Priveco
      owns property, leases property, does business, or is otherwise required to
      do so, where the failure to be so qualified would have a material adverse
      effect on the business of Priveco taken as a whole.

	 	 
	3.2 	
      Authority. Priveco has all requisite corporate
      power and authority to execute and deliver this Agreement and any other
      document contemplated by this Agreement (collectively, the “Priveco
      Documents”) to be signed by Priveco and to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The
      execution and delivery of each of the Priveco Documents by Priveco and the
      consummation of the transactions contemplated hereby have been duly
      authorized by Priveco’s board of directors. No other corporate or
      shareholder proceedings on the part of Priveco is necessary to authorize
      such documents or to consummate the transactions contemplated hereby. This
      Agreement has been, and the other Priveco Documents when executed and
      delivered by Priveco as contemplated by this Agreement will be, duly
      executed and delivered by Priveco and this Agreement is, and the other
      Priveco Documents when executed and delivered by Priveco as contemplated
      hereby will be, valid and binding obligations of Priveco enforceable in
      accordance with their respective terms except:




	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.




	3.3 	
      Capitalization of Priveco. The entire authorized
      capital stock and other equity securities of Priveco consists of an
      unlimited number of common shares with no par value per share (the
      “Priveco Common Stock”), and unlimited shares of preference shares.
      As of the date of this Agreement and on the Closing Date, there are 100
      shares of Priveco Common Stock issued and outstanding and no shares of
      preferred stock issued and outstanding. All of the issued and outstanding
      shares of Priveco Common Stock have been duly authorized, are validly
      issued, were not issued in violation of any pre-emptive rights and are
      fully paid and non-assessable, are not subject to pre-emptive rights and
      were issued in full compliance with the laws of the Province of Alberta.
      There are no outstanding options, warrants, subscriptions, conversion
      rights, or other rights, agreements, or commitments obligating Priveco to
      issue any additional common shares of Priveco Common Stock, or any other
      securities convertible into, exchangeable for, or evidencing the right to
      subscribe for or acquire from Priveco any common shares of Priveco Common
      Stock. There are no agreements purporting to restrict the transfer of the
      Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other
      arrangements restricting or affecting the voting of the Priveco Common
Stock.







- 6 - 

	3.4 	
      Title and Authority of Selling Shareholder. The
      Selling Shareholder is and will be as of the Closing, the registered and
      beneficial owner of and will have good and marketable title to all of the
      Priveco Common Stock held by him, her or it and will hold such free and
      clear of all liens, charges and encumbrances whatsoever; and such Priveco
      Common Stock held by such Selling Shareholder has been duly and validly
      issued and are outstanding as fully paid and non-assessable common shares
      in the capital stock of Priveco. Each of the Selling Shareholder has due
      and sufficient right and authority to enter into this Agreement on the
      terms and conditions herein set forth and to transfer the registered,
      legal and beneficial title and ownership of the Priveco Common Stock held
      by it.

	 	 
	3.5 	
      Shareholders of Priveco Common Stock. Schedule 1
      contains a true and complete list of the holders of all issued and
      outstanding shares of the Priveco Common Stock including each holder’s
      name, address and number of Priveco Shares held.

	 	 
	3.6 	
      Directors and Officers of Priveco. The duly
      elected or appointed directors and the duly appointed officers of Priveco
      are as set out in Schedule 3.

	 	 
	3.7 	
      Corporate Records of Priveco. The corporate
      records of Priveco, as required to be maintained by it pursuant to all
      applicable laws, are accurate, complete and current in all material
      respects, and the minute book of Priveco is, in all material respects,
      correct and contains all records required by all applicable laws, as
      applicable, in regards to all proceedings, consents, actions and meetings
      of the shareholders and the board of directors of Priveco.

	 	 
	3.8 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of the
      Transaction, will:





	 	(a) 	
      conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Priveco or
      any of its subsidiaries under any term, condition or provision of any loan
      or credit agreement, note, debenture, bond, mortgage, indenture, lease or
      other agreement, instrument, permit, license, judgment, order, decree,
      statute, law, ordinance, rule or regulation applicable to Priveco or any
      of its subsidiaries, or any of their respective material property or
      assets;

	 	 	 
	 	(b) 	
      violate any provision of the constating documents of
      Priveco, any of its subsidiaries or any applicable laws; or

	 	 	 
	 	(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to Priveco, any of its subsidiaries or any of their respective
      material property or assets.




	3.9 	
      Actions and Proceedings. To the best knowledge of
      Priveco, there is no basis for and there is no action, suit, judgment,
      claim, demand or proceeding outstanding or pending, or threatened against
      or affecting Priveco, any of its subsidiaries or which involves any of the
      business, or the properties or assets of Priveco or any of its
      subsidiaries that, if adversely resolved or determined, would have a
      material adverse effect on the business, operations, assets, properties,
      prospects, or conditions of Priveco and its subsidiaries taken as a
      whole (a “Priveco Material Adverse Effect”). There is no reasonable
      basis for any claim or action that, based upon the likelihood of its being
      asserted and its success if asserted, would have such a Priveco Material
Adverse Effect.







- 7 - 

	3.10 	
      Compliance.





	 	(a) 	
      To the best knowledge of Priveco, Priveco and each of its
      subsidiaries is in compliance with, is not in default or violation in any
      material respect under, and has not been charged with or received any
      notice at any time of any material violation of any statute, law,
      ordinance, regulation, rule, decree or other applicable regulation to the
      business or operations of Priveco and its subsidiaries;

	 	 	 
	 	(b) 	
      To the best knowledge of Priveco, neither Priveco nor any
      of its subsidiaries is subject to any judgment, order or decree entered in
      any lawsuit or proceeding applicable to its business and operations that
      would constitute a Priveco Material Adverse Effect;

	 	 	 
	 	(c) 	
      Each of Priveco and, if any, its subsidiaries has duly
      filed all reports and returns required to be filed by it with governmental
      authorities and has obtained all governmental permits and other
      governmental consents, except as may be required after the execution of
      this Agreement. All of such permits and consents are in full force and
      effect, and no proceedings for the suspension or cancellation of any of
      them, and no investigation relating to any of them, is pending or to the
      best knowledge of Priveco, threatened, and none of them will be adversely
      affected by the consummation of the Transaction; and

	 	 	 
	 	(d) 	
      Each of Priveco and its subsidiaries has operated in
      material compliance with all laws, rules, statutes, ordinances, orders and
      regulations applicable to its business. Neither Priveco nor any of its
      subsidiaries has received any notice of any violation thereof, nor is
      Priveco aware of any valid basis therefore.




	3.11 	
      Filings, Consents and Approvals. No filing or
      registration with, no notice to and no permit, authorization, consent, or
      approval of any public or governmental body or authority or other person
      or entity is necessary for the consummation by Priveco or any of its
      subsidiaries of the Transaction contemplated by this Agreement or to
      enable Pubco to continue to conduct Priveco’s business after the Closing
      Date in a manner which is consistent with that in which the business is
      presently conducted.

	 	 	 
	3.12 	
      Absence of Undisclosed Liabilities. Neither
      Priveco nor any of its subsidiaries has any material Liabilities or
      obligations either direct or indirect, matured or unmatured, absolute,
      contingent or otherwise that exceed $5,000, which have either been
      disclosed or:

	 	 	 
		(a) 	
      will be set forth in the Priveco Financial
    Statements;

	 	 	 
		(b) 	
      did not arise in the regular and ordinary course of
      business under any agreement, contract, commitment, lease or plan
      specifically disclosed in writing to Pubco; or

	 	 	 
		(c) 	
      have not been incurred in amounts and pursuant to
      practices consistent with past business practice, in or as a result of the
      regular and ordinary course of its business since the date of the last
      Priveco Financial Statements.







- 8 - 

	3.13 	
      Tax Matters.




	 	(a) 	
      As of the date hereof:

	 	 	 	 
	 		(i) 	
      each of Priveco and its subsidiaries has timely filed all
      tax returns in connection with any Taxes which are required to be filed on
      or prior to the date hereof, taking into account any extensions of the
      filing deadlines which have been validly granted to Priveco or its
      subsidiaries, and

	 	 	 	 
	 		(ii) 	
      all such returns are true and correct in all material
      respects;




	 	(b) 	
      each of Priveco and its subsidiaries has paid all Taxes
      that have become or are due with respect to any period ended on or prior
      to the date hereof, and has established an adequate reserve therefore on
      its balance sheets for those Taxes not yet due and payable, except for any
      Taxes the non-payment of which will not have a Priveco Material Adverse
      Effect;

	 	 	 
	 	(c) 	
      neither Priveco nor any of its subsidiaries is presently
      under or has received notice of, any contemplated investigation or audit
      by regulatory or governmental agency of body or any foreign or state
      taxing authority concerning any fiscal year or period ended prior to the
      date hereof;

	 	 	 
	 	(d) 	
      all Taxes required to be withheld on or prior to the date
      hereof from employees for income Taxes, social security Taxes,
      unemployment Taxes and other similar withholding Taxes have been properly
      withheld and, if required on or prior to the date hereof, have been
      deposited with the appropriate governmental agency; and

	 	 	 
	 	(e) 	
      to the best knowledge of Priveco, the Priveco Financial
      Statements will contain full provision for all Taxes including any
      deferred Taxes that may be assessed to Priveco or its subsidiaries for the
      accounting period ended on the Priveco Accounting Date or for any prior
      period in respect of any transaction, event or omission occurring, or any
      profit earned, on or prior to the Priveco Accounting Date or for any
      profit earned by Priveco on or prior to the Priveco Accounting Date or for
      which Priveco is accountable up to such date and all contingent
      Liabilities for Taxes have been provided for or disclosed in the Priveco
      Financial Statements.




	3.14 	
      Absence of Changes. Since the Priveco Accounting
      Date, neither Priveco or any of its subsidiaries has:

	 	 	 
		(a) 	
      incurred any Liabilities, other than Liabilities incurred
      in the ordinary course of business consistent with past practice, or
      discharged or satisfied any lien or encumbrance, or paid any Liabilities,
      other than in the ordinary course of business consistent with past
      practice, or failed to pay or discharge when due any Liabilities of which
      the failure to pay or discharge has caused or will cause any material
      damage or risk of material loss to it or any of its assets or
      properties;

	 	 	 
		(b) 	
      sold, encumbered, assigned or transferred any material
      fixed assets or properties except for ordinary course business
      transactions consistent with past practice;

	 	 	 
		(c) 	
      created, incurred, assumed or guaranteed any indebtedness
      for money borrowed, or mortgaged, pledged or subjected any of the material
      assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security
      interest, conditional sales contract or other encumbrance of any nature
  whatsoever;







- 9 - 

	 	(d) 	
      made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business;

	 	 	 
	 	(e) 	
      declared, set aside or paid any dividend or made or
      agreed to make any other distribution or payment in respect of its capital
      shares or redeemed, purchased or otherwise acquired or agreed to redeem,
      purchase or acquire any of its capital shares or equity
  securities;

	 	 	 
	 	(f) 	
      suffered any damage, destruction or loss, whether or not
      covered by insurance, that materially and adversely effects its business,
      operations, assets, properties or prospects;

	 	 	 
	 	(g) 	
      suffered any material adverse change in its business,
      operations, assets, properties, prospects or condition (financial or
      otherwise);

	 	 	 
	 	(h) 	
      received notice or had knowledge of any actual or
      threatened labour trouble, termination, resignation, strike or other
      occurrence, event or condition of any similar character which has had or
      might have an adverse effect on its business, operations, assets,
      properties or prospects;

	 	 	 
	 	(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $5,000;

	 	 	 
	 	(j) 	
      other than in the ordinary course of business, increased
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan to, any of
      its employees or directors or made any increase in, or any addition to,
      other benefits to which any of its employees or directors may be
      entitled;

	 	 	 
	 	(k) 	
      entered into any transaction other than in the ordinary
      course of business consistent with past practice; or

	 	 	 
	 	(l) 	
      agreed, whether in writing or orally, to do any of the
      foregoing.





	3.15 	
      Absence of Certain Changes or Events. Since the
      Priveco Accounting Date, there will have not been:

	 	 	 
		(a) 	
      a Priveco Material Adverse Effect; or

	 	 	 
		(b) 	
      any material change by Priveco in its accounting methods,
      principles or practices.




	3.16 	
      Subsidiaries. Except as set forth on Schedule 9,
      Priveco does not have any subsidiaries or agreements of any nature to
      acquire any subsidiary or to acquire or lease any other business
      operations. Each subsidiary of Priveco is a corporation duly organized,
      validly existing and in good standing under the laws of its jurisdiction
      of incorporation and has the requisite corporate power and authority to
      own, lease and to carry on its business as now being conducted. Each
      subsidiary of Priveco is duly qualified to do business and is in good
      standing as a corporation in each of the jurisdictions in which Priveco
      owns property, leases property, does business, or is otherwise required to
      do so, where the failure to be so qualified would have a material
      adverse effect on the business of Priveco and its subsidiaries
      taken as a whole. Priveco owns all of the shares of each subsidiary of
      Priveco and there are no outstanding options, warrants, subscriptions,
      conversion rights, or other rights, agreements, or commitments obligating
      any subsidiary of Priveco to issue any additional common shares of such
      subsidiary, or any other securities convertible into, exchangeable for, or
      evidencing the right to subscribe for or acquire from any subsidiary of
  Priveco any shares of such subsidiary.







- 10 - 

	3.17 	
      Personal Property. Each of Priveco and its
      subsidiaries possesses, and has good and marketable title of all property
      necessary for the continued operation of the business of Priveco and its
      subsidiaries as presently conducted and as represented to Pubco. All such
      property is used in the business of Priveco and its subsidiaries. All such
      property is in reasonably good operating condition (normal wear and tear
      excepted), and is reasonably fit for the purposes for which such property
      is presently used. All material equipment, furniture, fixtures and other
      tangible personal property and assets owned or leased by Priveco and its
      subsidiaries is owned by Priveco or its subsidiaries free and clear of all
      liens, security interests, charges, encumbrances, and other adverse
      claims, except as disclosed in Schedule 5.

	 	 
	3.18 	
      Intellectual Property





	 	(a) 	
      Intellectual Property Assets. Priveco and its
      subsidiaries own or hold an interest in all intellectual property assets
      necessary for the operation of the business of Priveco and its
      subsidiaries as it is currently conducted as of the date of this Agreement
      and immediately prior to the Closing (collectively, the “Intellectual
      Property Assets”), including:

	 	 	 	 
	 		(i) 	
      all functional business names, trading names, registered
      and unregistered trademarks, service marks, and applications
      (collectively, the “Marks”);

	 	 	 	 
	 		(ii) 	
      all patents, patent applications, and inventions,
      methods, processes and discoveries that may be patentable (collectively,
      the “Patents”);

	 	 	 	 
	 		(iii) 	
      all copyrights in both published works and unpublished
      works (collectively, the “Copyrights”); and

	 	 	 	 
	 		(iv) 	
      all know-how, trade secrets, confidential information,
      customer lists, software, technical information, data, process technology,
      plans, drawings, and blue prints owned, used, or licensed by Priveco and
      its subsidiaries as licensee or licensor (collectively, the “Trade
      Secrets”).




	 	(b) 	
      Agreements. Schedule 6 contains a complete and
      accurate list and summary description, including any royalties paid or
      received by Priveco and its subsidiaries, of all contracts and agreements
      relating to the Intellectual Property Assets to which Priveco and its
      subsidiaries is a party or by which Priveco and its subsidiaries is bound,
      except for any license implied by the sale of a product and perpetual,
      paid-up licenses for commonly available software programs with a value of
      less than $500 under which Priveco or its subsidiaries is the licensee. To
      the best knowledge of Priveco, there are no outstanding or threatened
      disputes or disagreements with respect to any such agreement.

	 	 	 
	 	(c) 	
      Intellectual Property and Know-How Necessary for the
      Business. Except as identified in Schedule 6, Priveco and its
      subsidiaries is the owner of all right, title, and interest in and to each
      of the Intellectual Property Assets, free and clear of all liens, security
      interests, charges, encumbrances, and other adverse claims, and has the
      right to use without payment to a third party of all the Intellectual Property
      Assets. Except as set forth in Schedule 6, all former and current
      employees and contractors of Priveco and its subsidiaries have executed
      written contracts, agreements or other undertakings with Priveco and its
      subsidiaries that assign all rights to any inventions, improvements,
      discoveries, or information relating to the business of Priveco and its
      subsidiaries. No employee, director, officer or shareholder of Priveco or
      any of its subsidiaries owns directly or indirectly in whole or in part,
      any Intellectual Property Asset which Priveco or any of its subsidiaries
      is presently using or which is necessary for the conduct of its business.
      To the best knowledge of Priveco, no employee or contractor of Priveco or
      its subsidiaries has entered into any contract or agreement that restricts
      or limits in any way the scope or type of work in which the employee may
      be engaged or requires the employee to transfer, assign, or disclose
      information concerning his work to anyone other than Priveco or its
  subsidiaries.







- 11 - 

	 	(d) 	
      Patents. Except as set out in Schedule 6, neither
      Priveco nor any of its subsidiaries holds any right, title or interest in
      and to any Patent and Priveco has not filed any patent application with
      any third party. To the best knowledge of Priveco, none of the products
      manufactured and sold, nor any process or know-how used, by Priveco or any
      of its subsidiaries infringes or is alleged to infringe any patent or
      other proprietary night of any other person or entity.

	 	 	 
	 	(e) 	
      Trademarks. Except as set out in Schedule 6,
      neither Priveco nor any of its subsidiaries holds any right, title or
      interest in and to any Mark and Priveco has not registered or filed any
      application to register any Mark with any third party. To the best
      knowledge of Priveco, none of the Marks, if any, used by Priveco or any of
      its subsidiaries infringes or is alleged to infringe any trade name,
      trademark, or service mark of any third party.

	 	 	 
	 	(f) 	
      Copyrights. Schedule 6 contains a complete and
      accurate list and summary description of all Copyrights. Priveco and its
      subsidiaries is the owner of all right, title, and interest in and to each
      of the Copyrights, free and clear of all liens, security interests,
      charges, encumbrances, and other adverse claims. If applicable, all
      registered Copyrights are currently in compliance with formal legal
      requirements, are valid and enforceable, and are not subject to any
      maintenance fees or taxes or actions falling due within ninety days after
      the Closing Date. To the best knowledge of Priveco, no Copyright is
      infringed or has been challenged or threatened in any way and none of the
      subject matter of any of the Copyrights infringes or is alleged to
      infringe any copyright of any third party or is a derivative work based on
      the work of a third party. All works encompassed by the Copyrights have
      been marked with the proper copyright notice.

	 	 	 
	 	(g) 	
      Trade Secrets. Each of Priveco and its
      subsidiaries has taken all reasonable precautions to protect the secrecy,
      confidentiality, and value of its Trade Secrets. Each of Priveco and its
      subsidiaries has good title and an absolute right to use the Trade
      Secrets. The Trade Secrets are not part of the public knowledge or
      literature, and to the best knowledge of Priveco, have not been used,
      divulged, or appropriated either for the benefit of any person or entity
      or to the detriment of Priveco or any of its subsidiaries. No Trade Secret
      is subject to any adverse claim or has been challenged or threatened in
      any way.





	3.19 	
      Employees and Consultants. All employees and
      consultants of Priveco and its subsidiaries have been paid all salaries,
      wages, income and any other sum due and owing to them by Priveco or its
      subsidiaries, as at the end of the most recent completed pay period, or
      such amounts have been accrued, as indicated on the Priveco Financial
      Statements. Neither Priveco nor any of its subsidiaries is aware of any labor conflict with any
      employees that might reasonably be expected to have a Priveco Material
      Adverse Effect. To the best knowledge of Priveco, no employee of Priveco
      or any of its subsidiaries is in violation of any term of any employment
      contract, non- disclosure agreement, non-competition agreement or any
      other contract or agreement relating to the relationship of such employee
      with Priveco or its subsidiaries or any other nature of the business
  conducted or to be conducted by Priveco its subsidiaries.







- 12 - 

	3.20 	
      Real Property. Neither Priveco nor any of its
      subsidiaries owns any real property. Each of the material leases,
      subleases, claims or other real property interests (collectively, the
      “Leases”) to which Priveco or any of its subsidiaries is a party or
      is bound, as set out in Schedule 5, is legal, valid, binding, enforceable
      and in full force and effect in all material respects. All rental and
      other payments required to be paid by Priveco and its subsidiaries
      pursuant to any such Leases have been duly paid and no event has occurred
      which, upon the passing of time, the giving of notice, or both, would
      constitute a breach or default by any party under any of the Leases. The
      Leases will continue to be legal, valid, binding, enforceable and in full
      force and effect on identical terms following the Closing Date. Neither
      Priveco nor any of its subsidiaries has assigned, transferred, conveyed,
      mortgaged, deeded in trust, or encumbered any interest in the Leases or
      the leasehold property pursuant thereto.

	 	 
	3.21 	
      Material Contracts and Transactions. Schedule 7
      attached hereto lists each material contract, agreement, license, permit,
      arrangement, commitment, instrument or contract to which Priveco or any of
      its subsidiaries is a party (each, a “Contract”). Each Contract is
      in full force and effect, and there exists no material breach or violation
      of or default by Priveco or any of its subsidiaries under any Contract, or
      any event that with notice or the lapse of time, or both, will create a
      material breach or violation thereof or default under any Contract by
      Priveco or any of its subsidiaries. The continuation, validity, and
      effectiveness of each Contract will in no way be affected by the
      consummation of the Transaction contemplated by this Agreement. There
      exists no actual or threatened termination, cancellation, or limitation
      of, or any amendment, modification, or change to any Contract.

	 	 
	3.22 	
      Certain Transactions. Neither Priveco nor any of
      its subsidiaries is a guarantor or indemnitor of any indebtedness of any
      third party, including any person, firm or corporation.

	 	 
	3.23 	
      No Brokers. Neither Priveco nor any of its
      subsidiaries has incurred any independent obligation or liability to any
      party for any brokerage fees, agent’s commissions, or finder’s fees in
      connection with the Transaction contemplated by this Agreement.

	 	 
	3.24 	
      Completeness of Disclosure. No representation or
      warranty by Priveco in this Agreement nor any certificate, schedule,
      statement, document or instrument furnished or to be furnished to Pubco
      pursuant hereto contains or will contain any untrue statement of a
      material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.



Notwithstanding Section 10.1 hereof, the representations and
warranties contained in this Section 3 shall survive the Closing indefinitely.


4.        
REPRESENTATIONS AND WARRANTIES OF PUBCO

Pubco represents and warrants to Priveco and the Selling
Shareholder and acknowledges that Priveco and the Selling Shareholder is relying
upon such representations and warranties in connection with the execution, delivery and performance of this Agreement,
notwithstanding any investigation made by or on behalf of Priveco or the Selling
Shareholder, as follows: 




- 13 - 

	4.1 	
      Organization and Good Standing. Pubco is duly
      incorporated, organized, validly existing and in good standing under the
      laws of the State of Nevada and has all requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted. Pubco is qualified to do business and is in good standing as a
      foreign corporation in each of the jurisdictions in which it owns
      property, leases property, does business, or is otherwise required to do
      so, where the failure to be so qualified would have a material adverse
      effect on the businesses, operations, or financial condition of
    Pubco.

	 	 	 
	4.2 	
      Authority. Pubco has all requisite corporate power
      and authority to execute and deliver this Agreement and any other document
      contemplated by this Agreement (collectively, the “Pubco
      Documents”) to be signed by Pubco and to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The
      execution and delivery of each of the Pubco Documents by Pubco and the
      consummation by Pubco of the transactions contemplated hereby have been
      duly authorized by its board of directors and no other corporate or
      shareholder proceedings on the part of Pubco is necessary to authorize
      such documents or to consummate the transactions contemplated hereby. This
      Agreement has been, and the other Pubco Documents when executed and
      delivered by Pubco as contemplated by this Agreement will be, duly
      executed and delivered by Pubco and this Agreement is, and the other Pubco
      Documents when executed and delivered by Pubco, as contemplated hereby
      will be, valid and binding obligations of Pubco enforceable in accordance
      with their respective terms, except:

	 	 	 
		(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
		(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
		(c) 	
      as limited by public policy.




	4.3 	
      Capitalization of Pubco. The entire authorized
      capital stock and other equity securities of Pubco consists of 500,000,000
      shares of common stock with a par value of $0.001 (the “Pubco Common
      Stock”) as of the date of this Agreement. As of the date of this
      Agreement, there are 200,563,333 shares of Pubco Common Stock issued and
      outstanding. All of the issued and outstanding shares of Pubco Common
      Stock have been duly authorized, are validly issued, were not issued in
      violation of any pre-emptive rights and are fully paid and non-assessable,
      are not subject to pre-emptive rights and were issued in full compliance
      with all federal, state, and local laws, rules and regulations. Except as
      contemplated by this Agreement, there are no outstanding options,
      warrants, subscriptions, phantom shares, conversion rights, or other
      rights, agreements, or commitments obligating Pubco to issue any
      additional shares of Pubco Common Stock, other than a share exchange
      agreement to be entered into among Pubco and or any other securities
      convertible into, exchangeable for, or evidencing the right to subscribe
      for or acquire from Pubco any shares of Pubco Common Stock as of the date
      of this Agreement. There are no agreements purporting to restrict the
      transfer of the Pubco Common Stock, no voting agreements, voting trusts,
      or other arrangements restricting or affecting the voting of the Pubco
      Common Stock.

	 	 
	4.4 	
      Directors and Officers of Pubco. The duly elected
      or appointed directors and the duly appointed officers of Pubco are as
      listed on Schedule 4.







- 14 - 

	4.5 	
      Corporate Records of Pubco. The corporate records
      of Pubco, as required to be maintained by it pursuant to the laws of the
      State of Nevada are accurate, complete and current in all material
      respects, and the minute book of Pubco is, in all material respects,
      correct and contains all material records required by the law of the State
      of Nevada in regards to all proceedings, consents, actions and meetings of
      the shareholders and the board of directors of Pubco.

	 	 
	4.6 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of the
      Transaction, will:




	 	(a) 	
      conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Pubco under
      any term, condition or provision of any loan or credit agreement, note,
      debenture, bond, mortgage, indenture, lease or other agreement,
      instrument, permit, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to Pubco or any of its material
      property or assets;

	 	 	 
	 	(b) 	
      violate any provision of the applicable incorporation or
      charter documents of Pubco; or

	 	 	 
	 	(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to Pubco or any of its material property or
  assets.




	4.7 	
      Validity of Pubco Common Stock Issuable upon the
      Transaction. The Pubco Shares to be issued to the Selling Shareholder
      upon consummation of the Transaction in accordance with this Agreement
      will, upon issuance, have been duly and validly authorized and, when so
      issued in accordance with the terms of this Agreement, will be duly and
      validly issued, fully paid and non- assessable.

	 	 	 
	4.8 	
      Actions and Proceedings. To the best knowledge of
      Pubco, there is no claim, charge, arbitration, grievance, action, suit,
      investigation or proceeding by or before any court, arbiter,
      administrative agency or other governmental authority now pending or, to
      the best knowledge of Pubco, threatened against Pubco which involves any
      of the business, or the properties or assets of Pubco that, if adversely
      resolved or determined, would have a material adverse effect on the
      business, operations, assets, properties, prospects or conditions of Pubco
      taken as a whole (a “Pubco Material Adverse Effect”). There is no
      reasonable basis for any claim or action that, based upon the likelihood
      of its being asserted and its success if asserted, would have such a Pubco
      Material Adverse Effect.

	 	 	 
	4.9 	
      Compliance.

	 	 	 
		(a) 	
      To the best knowledge of Pubco, Pubco is in compliance
      with, is not in default or violation in any material respect under, and
      has not been charged with or received any notice at any time of any
      material violation of any statute, law, ordinance, regulation, rule,
      decree or other applicable regulation to the business or operations of
      Pubco;

	 	 	 
		(b) 	
      To the best knowledge of Pubco, Pubco is not subject to
      any judgment, order or decree entered in any lawsuit or proceeding
      applicable to its business and operations that would constitute a Pubco
      Material Adverse Effect;







- 15 - 

	 	(c) 	
      Pubco has duly filed all reports and returns required to
      be filed by it with governmental authorities and has obtained all
      governmental permits and other governmental consents, except as may be
      required after the execution of this Agreement. All of such permits and
      consents are in full force and effect, and no proceedings for the
      suspension or cancellation of any of them, and no investigation relating
      to any of them, is pending or to the best knowledge of Pubco, threatened,
      and none of them will be affected in a material adverse manner by the
      consummation of the Transaction; and

	 	 	 
	 	(d) 	
      Pubco has operated in material compliance with all laws,
      rules, statutes, ordinances, orders and regulations applicable to its
      business. Pubco has not received any notice of any violation thereof, nor
      is Pubco aware of any valid basis therefore.




	4.10 	
      Filings, Consents and Approvals. No filing or
      registration with, no notice to and no permit, authorization, consent, or
      approval of any public or governmental body or authority or other person
      or entity is necessary for the consummation by Pubco of the Transaction
      contemplated by this Agreement to continue to conduct its business after
      the Closing Date in a manner which is consistent with that in which it is
      presently conducted.

	 	 	 
	4.11 	
      Absence of Undisclosed Liabilities. Pubco has no
      material Liabilities or obligations either direct or indirect, matured or
      unmatured, absolute, contingent or otherwise, which:

	 	 	 
		(a) 	
      did not arise in the regular and ordinary course of
      business under any agreement, contract, commitment, lease or plan
      specifically disclosed in writing to Priveco; or

	 	 	 
		(b) 	
      have not been incurred in amounts and pursuant to
      practices consistent with past business practice, in or as a result of the
      regular and ordinary course of its business.




	4.12 	
      Tax Matters.

	 	 	 	 
		(a) 	
      As of the date hereof:

	 	 	 	 
			(i) 	
      Pubco has timely filed all tax returns in connection with
      any Taxes which are required to be filed on or prior to the date hereof,
      taking into account any extensions of the filing deadlines which have been
      validly granted to them, and

	 	 	 	 
			(ii) 	
      all such returns are true and correct in all material
      respects;




	 	(b) 	
      Pubco has paid all Taxes that have become or are due with
      respect to any period ended on or prior to the date hereof;

	 	 	 
	 	(c) 	
      Pubco is not presently under and has not received notice
      of, any contemplated investigation or audit by the Internal Revenue
      Service or any foreign or state taxing authority concerning any fiscal
      year or period ended prior to the date hereof; and

	 	 	 
	 	(d) 	
      All Taxes required to be withheld on or prior to the date
      hereof from employees for income Taxes, social security Taxes,
      unemployment Taxes and other similar withholding Taxes have been properly
      withheld and, if required on or prior to the date hereof, have been
      deposited with the appropriate governmental
agency.




	4.13 	
      Absence of Changes. Except as contemplated in this
      Agreement, Pubco has not:







- 16 - 

	 	(a) 	
      incurred any Liabilities, other than Liabilities incurred
      in the ordinary course of business consistent with past practice, or
      discharged or satisfied any lien or encumbrance, or paid any Liabilities,
      other than in the ordinary course of business consistent with past
      practice, or failed to pay or discharge when due any Liabilities of which
      the failure to pay or discharge has caused or will cause any material
      damage or risk of material loss to it or any of its assets or
      properties;

	 	 	 
	 	(b) 	
      sold, encumbered, assigned or transferred any material
      fixed assets or properties;

	 	 	 
	 	(c) 	
      created, incurred, assumed or guaranteed any indebtedness
      for money borrowed, or mortgaged, pledged or subjected any of the material
      assets or properties of Pubco to any mortgage, lien, pledge, security
      interest, conditional sales contract or other encumbrance of any nature
      whatsoever;

	 	 	 
	 	(d) 	
      made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business;

	 	 	 
	 	(e) 	
      declared, set aside or paid any dividend or made or
      agreed to make any other distribution or payment in respect of its capital
      shares or redeemed, purchased or otherwise acquired or agreed to redeem,
      purchase or acquire any of its capital shares or equity
  securities;

	 	 	 
	 	(f) 	
      suffered any damage, destruction or loss, whether or not
      covered by insurance, that materially and adversely effects its business,
      operations, assets, properties or prospects;

	 	 	 
	 	(g) 	
      suffered any material adverse change in its business,
      operations, assets, properties, prospects or condition (financial or
      otherwise);

	 	 	 
	 	(h) 	
      received notice or had knowledge of any actual or
      threatened labor trouble, termination, resignation, strike or other
      occurrence, event or condition of any similar character which has had or
      might have an adverse effect on its business, operations, assets,
      properties or prospects;

	 	 	 
	 	(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $5,000;

	 	 	 
	 	(j) 	
      other than in the ordinary course of business, increased
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan to, any of
      its employees or directors or made any increase in, or any addition to,
      other benefits to which any of its employees or directors may be
      entitled;

	 	 	 
	 	(k) 	
      entered into any transaction other than in the ordinary
      course of business consistent with past practice; or

	 	 	 
	 	(l) 	
      agreed, whether in writing or orally, to do any of the
      foregoing.




	4.14 	
      Absence of Certain Changes or Events. There has
      not been:




	 	(a) 	
      a Pubco Material Adverse Effect;
or







- 17 - 

	 	(b) 	
      any material change by Pubco in its accounting methods,
      principles or practices.




	4.15 	
      Subsidiaries. Except as disclosed in this
      Agreement, Pubco does not have any subsidiaries or agreements of any
      nature to acquire any subsidiary or to acquire or lease any other business
      operations.

	 	 
	4.16 	
      Personal Property. There are no material
      equipment, furniture, fixtures and other tangible personal property and
      assets owned or leased by Pubco.

	 	 
	4.17 	
      Employees and Consultants. Pubco does not have any
      employees or consultants.

	 	 
	4.18 	
      Material Contracts and Transactions. Other than as
      expressly contemplated by this Agreement, there are no material contracts,
      agreements, licenses, permits, arrangements, commitments, instruments,
      understandings or contracts, whether written or oral, express or implied,
      contingent, fixed or otherwise, to which Pubco is a party except as
      disclosed in writing to Priveco.

	 	 
	4.19 	
      No Brokers. Pubco has not incurred any obligation
      or liability to any party for any brokerage fees, agent’s commissions, or
      finder’s fees in connection with the Transaction contemplated by this
      Agreement.

	 	 
	4.20 	
      Completeness of Disclosure. No representation or
      warranty by Pubco in this Agreement nor any certificate, schedule,
      statement, document or instrument furnished or to be furnished to Priveco
      pursuant hereto contains or will contain any untrue statement of a
      material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.




	5. 	
      CLOSING CONDITIONS

	 	 	 
	5.1 	
      Conditions Precedent to Closing by Pubco. The
      obligation of Pubco to consummate the Transaction is subject to the
      satisfaction or written waiver of the conditions set forth below by a date
      mutually agreed upon by the parties hereto in writing and in accordance
      with Section 10.6. The Closing of the Transaction contemplated by this
      Agreement will be deemed to mean a waiver of all conditions to Closing.
      These conditions precedent are for the benefit of Pubco and may be waived
      by Pubco in its sole discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The
      representations and warranties of Priveco and the Selling Shareholder set
      forth in this Agreement will be true, correct and complete in all respects
      as of the Closing Date, as though made on and as of the Closing Date and
      Priveco will have delivered to Pubco a certificate dated as of the Closing
      Date, to the effect that the representations and warranties made by
      Priveco in this Agreement are true and correct.

	 	 	 
		(b) 	
      Performance. All of the covenants and obligations
      that Priveco and the Selling Shareholder is required to perform or to
      comply with pursuant to this Agreement at or prior to the Closing must
      have been performed and complied with in all material respects.

	 	 	 
		(c) 	
      Transaction Documents. This Agreement, the Priveco
      Documents, the Priveco Financial Statements and all other documents
      necessary or reasonably required to consummate the Transaction, all in
      form and substance reasonably satisfactory to Pubco, will have been
      executed and delivered to Pubco.







- 18 - 

	 	(d) 	
      Financing. Priveco shall close a financing of debt
      and/or equity for an aggregate of USD $2,500,000, (the “Priveco
      Financing”) prior to the Closing Date and on mutually agreeable terms
      by the parties to this Agreement.

	 	 	 
	 	(e) 	
      Third Party Consents. Pubco will have received
      duly executed copies of all third party consents and approvals
      contemplated by this Agreement, in form and substance reasonably
      satisfactory to Pubco.

	 	 	 
	 	(f) 	
      No Liabilities. The Priveco Financial Statements
      will be free of any material liabilities as of the Priveco Accounting
      Date, other than as stated in the Priveco financial statements.

	 	 	 
	 	(g) 	
      Employment Agreements. Pubco will have received
      from Priveco copies of all agreements or arrangements that evidence the
      employment of all of the hourly and salaried employees of Priveco as set
      out on Schedule 8 attached hereto, which constitute all of the employees
      reasonably necessary to operate the business of Priveco substantially as
      presently operated.

	 	 	 
	 	(h) 	
      No Material Adverse Change. No Priveco Material
      Adverse Effect will have occurred since the date of this
  Agreement.

	 	 	 
	 	(i) 	
      No Action. No suit, action, or proceeding will be
      pending or threatened which would:




	 	(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement; or

	 	 	 
	 	(ii) 	
      cause the Transaction to be rescinded following
      consummation.




	 	(j) 	
      Outstanding Shares. Priveco will have no more than
      100 shares of Priveco Common Stock issued and outstanding on the Closing
      Date.

	 	 	 
	 	(k) 	
      Due Diligence Review of Financial Statements.
      Pubco and its accountants will be reasonably satisfied with their due
      diligence investigation and review of the Priveco Financial
    Statements.

	 	 	 
	 	(l) 	
      Due Diligence Generally. Pubco and its solicitors
      will be reasonably satisfied with their due diligence investigation of
      Priveco that is reasonable and customary in a transaction of a similar
      nature to that contemplated by the Transaction,
  including:




	 	(i) 	
      materials, documents and information in the possession
      and control of Priveco and the Selling Shareholder which are reasonably
      germane to the Transaction;

	 	 	 
	 	(ii) 	
      a physical inspection of the assets of Priveco by Pubco
      or its representatives; and

	 	 	 
	 	(iii) 	
      title to the material assets of
Priveco.




	 	(m) 	
      Compliance with Securities Laws. Pubco will have
      received evidence satisfactory to Pubco that the Pubco Shares issuable in
      the Transaction will be issuable without registration pursuant to the
      Securities Act in reliance on an exemption from the registration
      requirements of the Securities Act provided by Regulation S and/or
      Regulation D.







- 19 - 

In order to establish the availability
of the safe harbor from the registration requirements of the Securities Act for
the issuance of the Pubco Shares to the Selling Shareholder or their nominees,
Priveco will deliver to Pubco on Closing, the applicable Certificate duly
executed by each Selling Shareholder. 

	5.2 	
      Conditions Precedent to Closing by Priveco. The
      obligation of Priveco and the Selling Shareholder to consummate the
      Transaction is subject to the satisfaction or written waiver of the
      conditions set forth below by a date mutually agreed upon by the parties
      hereto in writing and in accordance with Section 10.6. The Closing of the
      Transaction will be deemed to mean a waiver of all conditions to Closing.
      These conditions precedent are for the benefit of Priveco and the Selling
      Shareholder and may be waived by Priveco and the Selling Shareholder in
      their discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The
      representations and warranties of Pubco set forth in this Agreement will
      be true, correct and complete in all respects as of the Closing Date, as
      though made on and as of the Closing Date and Pubco will have delivered to
      Priveco a certificate dated the Closing Date, to the effect that the
      representations and warranties made by Pubco in this Agreement are true
      and correct.

	 	 	 
		(b) 	
      Performance. All of the covenants and obligations
      that Pubco are required to perform or to comply with pursuant to this
      Agreement at or prior to the Closing must have been performed and complied
      with in all material respects. Pubco must have delivered each of the
      documents required to be delivered by it pursuant to this
  Agreement.

	 	 	 
		(c) 	
      Transaction Documents. This Agreement, the Pubco
      Documents and all other documents necessary or reasonably required to
      consummate the Transaction, all in form and substance reasonably
      satisfactory to Priveco, will have been executed and delivered by
      Pubco.

	 	 	 
		(d) 	
      No Material Adverse Change. No Pubco Material
      Adverse Effect will have occurred since the date of this
  Agreement.

	 	 	 
		(e) 	
      Management. Pubco shall have appointed Dave Chalk
      as a director of Pubco prior to the Closing Date.

	 	 	 
		(f) 	
      No Action. No suit, action, or proceeding will be
      pending or threatened before any governmental or regulatory authority
      wherein an unfavorable judgment, order, decree, stipulation, injunction or
      charge would:




	 	(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement; or

	 	 	 
	 	(ii) 	
      cause the Transaction to be rescinded following
      consummation.




	 	(g) 	
      Outstanding Shares. On the Closing Date, Pubco
      will have a maximum of 680,563,333 common shares issued and outstanding in
      the capital stock of Pubco, consisting of:

	 	 	 	 
	 		(i) 	
      300,000,000 Pubco Shares issued pursuant to this
      Agreement;

	 	 	 	 
	 		(ii) 	
      30,000,000 common shares of the capital stock of Pubco
      issued pursuant to Section 7.5 of this Agreement (the “Finder’s
      Shares”); and







- 20 - 

	 	(iii) 	
      200,563,333common shares of the capital stock of Pubco
      held by the current shareholders of Pubco as of this Agreement.

	 	 	 
	 	(iv) 	
      A maximum of 150,000,000 common shares of the capital
      stock of Pubco to be issued pursuant to a private placements and debt
      settlement prior to closing.




	 	(h) 	
      Authorized Share Capital of Pubco. As of the
      Closing Date, to provide for the valid issuance of the Pubco Shares the
      Finder’s Shares, Pubco shall have increased the entire authorized capital
      of common stock by Pubco to an amount that is greater than or equal to the
      aggregate of the Pubco Shares, the Finder’s Shares and all of the issued
      and outstanding common shares of Pubco as of the date of this
      Agreement.

	 	 	 
	 	(i) 	
      Due Diligence Generally. Priveco will be
      reasonably satisfied with their due diligence investigation of Pubco that
      is reasonable and customary in a transaction of a similar nature to that
      contemplated by the Transaction.




	6. 	
      ADDITIONAL COVENANTS OF THE
  PARTIES

	 	 
	6.1 	
      Notification of Financial Liabilities. Priveco and
      Pubco will immediately notify the other in accordance with Section 10.6
      hereof, if either party receives any advice or notification from its
      independent certified public accounts that the other party has used any
      improper accounting practice that would have the effect of not reflecting
      or incorrectly reflecting in the books, records, and accounts of such
      party, any properties, assets, Liabilities, revenues, or expenses.
      Notwithstanding any statement to the contrary in this Agreement, this
      covenant will survive Closing and continue in full force and
  effect.

	 	 
	6.2 	
      Access and Investigation. Between the date of this
      Agreement and the Closing Date, Priveco, on the one hand, and Pubco, on
      the other hand, will, and will cause each of their respective
      representatives to:




	 	(a) 	
      afford the other and its representatives full and free
      access to its personnel, properties, assets, contracts, books and records,
      and other documents and data;

	 	 	 
	 	(b) 	
      furnish the other and its representatives with copies of
      all such contracts, books and records, and other existing documents and
      data as required by this Agreement and as the other may otherwise
      reasonably request; and

	 	 	 
	 	(c) 	
      furnish the other and its representatives with such
      additional financial, operating, and other data and information as the
      other may reasonably request.




		
      All of such access, investigation and communication by a
      party and its representatives will be conducted during normal business
      hours and in a manner designed not to interfere unduly with the normal
      business operations of the other party. Each party will instruct its
      auditors to co- operate with the other party and its representatives in
      connection with such investigations.

	 	 
	6.3 	
      Confidentiality. All information regarding the
      business of Priveco including, without limitation, financial information
      that Priveco provides to Pubco during Pubco’s due diligence investigation
      of Priveco will be kept in strict confidence by Pubco and will not be used
      (except in connection with due diligence), dealt with, exploited or
      commercialized by Pubco or disclosed to any third party (other than
      Pubco’s professional accounting and legal advisors) without the prior
      written consent of Priveco. If the Transaction contemplated by this
      Agreement does not proceed for any reason, then upon receipt of a written request from
      Priveco, Pubco will immediately return to Priveco (or as directed by
      Priveco) any information received regarding Priveco’s business. Likewise,
      all information regarding the business of Pubco including, without
      limitation, financial information that Pubco provides to Priveco during
      its due diligence investigation of Pubco will be kept in strict confidence
      by Priveco and will not be used (except in connection with due diligence),
      dealt with, exploited or commercialized by Priveco or disclosed to any
      third party (other than Priveco’s professional accounting and legal
      advisors) without Pubco’s prior written consent. If the Transaction
      contemplated by this Agreement does not proceed for any reason, then upon
      receipt of a written request from Pubco, Priveco will immediately return
      to Pubco (or as directed by Pubco) any information received regarding
Pubco’s business.







- 21 - 

	6.4 	
      Notification. Between the date of this Agreement
      and the Closing Date, each of the parties to this Agreement will promptly
      notify the other parties in writing if it becomes aware of any fact or
      condition that causes or constitutes a material breach of any of its
      representations and warranties as of the date of this Agreement, if it
      becomes aware of the occurrence after the date of this Agreement of any
      fact or condition that would cause or constitute a material breach of any
      such representation or warranty had such representation or warranty been
      made as of the time of occurrence or discovery of such fact or condition.
      Should any such fact or condition require any change in the Schedules
      relating to such party, such party will promptly deliver to the other
      parties a supplement to the Schedules specifying such change. During the
      same period, each party will promptly notify the other parties of the
      occurrence of any material breach of any of its covenants in this
      Agreement or of the occurrence of any event that may make the satisfaction
      of such conditions impossible or unlikely.

	 	 	 
	6.5 	
      Exclusivity. Until such time, if any, as this
      Agreement is terminated pursuant to the terms of this Agreement, Priveco
      and Pubco will not, directly or indirectly, solicit, initiate, entertain
      or accept any inquiries or proposals from, discuss or negotiate with,
      provide any non-public information to, or consider the merits of any
      unsolicited inquiries or proposals from, any person or entity relating to
      any transaction involving the sale of the business or assets (other than
      in the ordinary course of business), or any of the capital stock of
      Priveco or Pubco, as applicable, or any merger, consolidation, business
      combination, or similar transaction other than as contemplated by this
      Agreement.

	 	 	 
	6.6 	
      Conduct of Priveco and Pubco Business Prior to
      Closing. From the date of this Agreement to the Closing Date, and
      except to the extent that Pubco otherwise consents in writing, Priveco
      will operate its business substantially as presently operated and only in
      the ordinary course and in compliance with all applicable laws, and use
      its best efforts to preserve intact its good reputation and present
      business organization and to preserve its relationships with persons
      having business dealings with it. Likewise, from the date of this
      Agreement to the Closing Date, and except to the extent that Priveco
      otherwise consents in writing, Pubco will operate its business
      substantially as presently operated and only in the ordinary course and in
      compliance with all applicable laws, and use its best efforts to preserve
      intact its good reputation and present business organization and to
      preserve its relationships with persons having business dealings with
      it.

	 	 	 
	6.7 	
      Certain Acts Prohibited – Priveco. Except as
      expressly contemplated by this Agreement or for purposes in furtherance of
      this Agreement, between the date of this Agreement and the Closing Date,
      Priveco will not, without the prior written consent of Pubco:

	 	 	 
		(a) 	
      amend its Certificate of Incorporation, Articles of
      Incorporation or other incorporation
documents;








- 22 - 

	 	(b) 	
      incur any liability or obligation or encumber or permit
      the encumbrance of any properties or assets of Priveco except in the
      ordinary course of business;

	 	 	 
	 	(c) 	
      dispose of or contract to dispose of any Priveco property
      or assets, including the Intellectual Property Assets, except in the
      ordinary course of business consistent with past practice of
    Priveco;

	 	 	 
	 	(d) 	
      issue, deliver, sell, pledge or otherwise encumber or
      subject to any lien any shares of the Priveco Common Stock, or any rights,
      warrants or options to acquire, any such shares, voting securities or
      convertible securities;

	 	 	 
	 	(e) 	     



	 	(i) 	
      declare, set aside or pay any dividends on, or make any
      other distributions in respect of the Priveco Common Stock, or

	 	 	 
	 	(ii) 	
      split, combine or reclassify any Priveco Common Stock or
      issue or authorize the issuance of any other securities in respect of, in
      lieu of or in substitution for shares of Priveco Common Stock;
  or




	 	(f) 	
      materially increase benefits or compensation expenses of
      Priveco, other than as contemplated by the terms of any employment
      agreement in existence on the date of this Agreement, increase the cash
      compensation of any director, executive officer or other key employee or
      pay any benefit or amount not required by a plan or arrangement as in
      effect on the date of this Agreement to any such
person.




	6.8 	
      Certain Acts Prohibited - Pubco. Except as
      expressly contemplated by this Agreement, between the date of this
      Agreement and the Closing Date, Pubco will not, without the prior written
      consent of Priveco:

	 	 	 
		(a) 	
      incur any liability or obligation or encumber or permit
      the encumbrance of any properties or assets of Pubco except in the
      ordinary course of business consistent with past practice;

	 	 	 
		(b) 	
      dispose of or contract to dispose of any Pubco property
      or assets except in the ordinary course of business consistent with past
      practice;

	 	 	 
		(c) 	
      declare, set aside or pay any dividends on, or make any
      other distributions in respect of the Pubco Common Stock; or

	 	 	 
		(d) 	
      materially increase benefits or compensation expenses of
      Pubco, increase the cash compensation of any director, executive officer
      or other key employee or pay any benefit or amount to any such
    person.




	6.9 	
      Public Announcements. Pubco and Priveco each agree
      that they will not release or issue any reports or statements or make any
      public announcements relating to this Agreement or the Transaction
      contemplated herein without the prior written consent of the other party,
      except as may be required upon written advice of counsel to comply with
      applicable laws or regulatory requirements after consulting with the other
      party hereto and seeking their reasonable consent to such
    announcement.







- 23 - 

	6.10 	
      Employment Agreements. Between the date of this
      Agreement and the Closing Date, Priveco will have made necessary
      arrangements to employ all of the hourly and salaried employees of Priveco
      reasonably necessary to operate such business substantially as presently
      operated. Priveco agrees to provide copies of all such agreements and
      arrangements that evidence such employment at or prior to
  Closing.

	 	 	 
	6.11 	
      Royalty Audit. Priveco shall:

	 	 	 
		(a) 	
      grant the right to any holder(s) of all or part of the
      Royalty to inspect the ordinary course of business, corporate and
      financial records of Priveco (the “Royalty Records”) for the
      purpose of determining due payment of the Royalty pursuant to this
      Agreement; and

	 	 	 
		(b) 	
      make the Royalty Records available for inspection for the
      purpose set out in Section 6.11(a) of this Agreement at least two
      consecutive business hours per day between 9:00 a.m. to 4:00 p.m., Monday
      to Friday, excluding statutory holidays observed, in
  Alberta.




	7. 	
      CLOSING

	 	 	 
	7.1 	
      Closing. The Closing shall take place on the
      Closing Date at the offices of the lawyers for Pubco or at such other
      location as agreed to by the parties. Notwithstanding the location of the
      Closing, each party agrees that the Closing may be completed by the
      exchange of undertakings between the respective legal counsel for Priveco
      and Pubco, provided such undertakings are satisfactory to each party’s
      respective legal counsel.

	 	 	 
	7.2 	
      Closing Deliveries of Priveco and the Selling
      Shareholder. At Closing, Priveco and the Selling Shareholder will
      deliver or cause to be delivered the following, fully executed and in the
      form and substance reasonably satisfactory to Pubco:

	 	 	 
		(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Priveco evidencing approval
      of this Agreement and the Transaction;

	 	 	 
		(b) 	
      if the Selling Shareholder appoints any person, by power
      of attorney or equivalent, to execute this Agreement or any other
      agreement, document, instrument or certificate contemplated by this
      agreement, on behalf of the Selling Shareholder, a valid and binding power
      of attorney or equivalent from such Selling Shareholder;

	 	 	 
		(c) 	
      share certificates, if issued, representing the Priveco
      Shares as required by Section 2.3 of this Agreement;

	 	 	 
		(d) 	
      all certificates and other documents required by Sections
      2.3 and 5.1 of this Agreement;

	 	 	 
		(e) 	
      the Priveco Documents and any other necessary documents,
      each duly executed by Priveco, as required to give effect to the
      Transaction; and

	 	 	 
		(f) 	
      copies of all agreements and arrangements required by
      this Agreement.




	7.3 	
      Closing Deliveries of Pubco. At Closing, Pubco
      will deliver or cause to be delivered the following, fully executed and in
      the form and substance reasonably satisfactory to Priveco:

	 	 	 
		(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Pubco evidencing approval of
      this Agreement and the Transaction;







- 24 - 

	 	(b) 	
      all certificates and other documents required by Section
      5.2 of this Agreement;

	 	 	 
	 	(c) 	
      all certificates, stock powers, and other documents
      required for the cancellation or consolidation of a sufficient amount of
      Pubco common shares to comply with Section 5.2(g) herein; and

	 	 	 
	 	(d) 	
      the Pubco Documents and any other necessary documents,
      each duly executed by Pubco, as required to give effect to the
      Transaction.




	7.4 	
      Delivery of Financial Statements. Prior to the
      Closing Date, Priveco will have delivered to Pubco the Priveco Financial
      Statements and financial statements for the interim period ended on the
      Priveco Accounting Date.

	 	 
	7.5 	
      Finder’s Fee. On the Closing Date, Pubco, Priveco
      and the Selling Shareholder agree that Pubco shall enter into an agreement
      with a person (the “Finder”), as compensation for the introduction
      of Priveco and the Selling Shareholder to Pubco and assistance to Pubco in
      the negotiation of the acquisition of the Priveco Shares, to issue
      30,000,000 restricted common shares of Pubco to the Finder.

	 	 
	7.6 	
      Additional Closing Delivery of Pubco. At Closing,
      Pubco will deliver or cause to be delivered the share certificates
      representing the Pubco Shares.

	 	 
	8. 	
      TERMINATION

	 	 
	8.1 	
      Termination. This Agreement may be terminated at
      any time prior to the Closing Date contemplated hereby
  by:




	 	(a) 	
      mutual agreement of Pubco and Priveco;

	 	 	 
	 	(b) 	
      Pubco, if there has been a material breach by Priveco or
      the Selling Shareholder of any material representation, warranty, covenant
      or agreement set forth in this Agreement on the part of Priveco or the
      Selling Shareholder that is not cured, to the reasonable satisfaction of
      Pubco, within ten business days after notice of such breach is given by
      Pubco (except that no cure period will be provided for a breach by Priveco
      or the Selling Shareholder that by its nature cannot be cured);

	 	 	 
	 	(c) 	
      Priveco, if there has been a material breach by Pubco of
      any material representation, warranty, covenant or agreement set forth in
      this Agreement on the part of Pubco that is not cured by the breaching
      party, to the reasonable satisfaction of Priveco, within ten business days
      after notice of such breach is given by Priveco (except that no cure
      period will be provided for a breach by Pubco that by its nature cannot be
      cured);

	 	 	 
	 	(d) 	
      Pubco or Priveco, if the Transaction is not closed by
      June 30, 2015, unless the parties hereto agree to extend such date in
      writing; or

	 	 	 
	 	(e) 	
      Pubco or Priveco if any permanent injunction or other
      order of a governmental entity of competent authority preventing the
      consummation of the Transaction contemplated by this Agreement has become
      final and non-appealable.




	8.2 	
      Effect of Termination. In the event of the
      termination of this Agreement as provided in Section 8.1, this Agreement
      will be of no further force or effect, provided, however, that no
      termination of this Agreement will relieve any party of liability for
      any breaches of this Agreement that are based on a wrongful refusal or
  failure to perform any obligations.







- 25 - 

	9. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL

	 	 	 
	9.1 	
      Certain Definitions. For the purposes of this
      Article 9, the terms “Loss” and “Losses” mean any and all
      demands, claims, actions or causes of action, assessments, losses,
      damages, Liabilities, costs, and expenses, including without limitation,
      interest, penalties, fines and reasonable attorneys, accountants and other
      professional fees and expenses, but excluding any indirect, consequential
      or punitive damages suffered by Pubco or Priveco including damages for
      lost profits or lost business opportunities.

	 	 	 
	9.2 	
      Agreement of Priveco to Indemnify. Priveco will
      indemnify, defend, and hold harmless, to the full extent of the law, Pubco
      and its shareholders from, against, and in respect of any and all Losses
      asserted against, relating to, imposed upon, or incurred by Pubco and its
      shareholders by reason of, resulting from, based upon or arising out
      of:

	 	 	 
		(a) 	
      the breach by Priveco of any representation or warranty
      of Priveco contained in or made pursuant to this Agreement, any Priveco
      Document or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 
		(b) 	
      the breach or partial breach by Priveco of any covenant
      or agreement of Priveco made in or pursuant to this Agreement, any Priveco
      Document or any certificate or other instrument delivered pursuant to this
      Agreement.





	9.3 	
      Agreement of the Selling Shareholder to Indemnify.
      The Selling Shareholder will indemnify, defend, and hold harmless, to the
      full extent of the law, Pubco and its shareholders from, against, and in
      respect of any and all Losses asserted against, relating to, imposed upon,
      or incurred by Pubco and its shareholders by reason of, resulting from,
      based upon or arising out of:

	 	 	 
		(a) 	
      any breach by the Selling Shareholder of Section 2.2 of
      this Agreement; or

	 	 	 
		(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by the Selling Shareholder contained
      in or made pursuant to the Certificate executed by the Selling Shareholder
      or their nominee as part of the share exchange procedure detailed in
      Section 2.3 of this Agreement.




	9.4 	
      Agreement of Pubco to Indemnify. Pubco will
      indemnify, defend, and hold harmless, to the full extent of the law,
      Priveco and the Selling Shareholder from, against, for, and in respect of
      any and all Losses asserted against, relating to, imposed upon, or
      incurred by Priveco and the Selling Shareholder by reason of, resulting
      from, based upon or arising out of:

	 	 	 
		(a) 	
      the breach by Pubco of any representation or warranty of
      Pubco contained in or made pursuant to this Agreement, any Pubco Document
      or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 
		(b) 	
      the breach or partial breach by Pubco of any covenant or
      agreement of Pubco made in or pursuant to this Agreement, any Pubco
      Document or any certificate or other instrument delivered pursuant to this
      Agreement.







- 26 - 

	10. 	
      MISCELLANEOUS PROVISIONS

	 	 
	10.1 	
      Effectiveness of Representations; Survival. Each
      party is entitled to rely on the representations, warranties and
      agreements of each of the other parties and all such representation,
      warranties and agreement will be effective regardless of any investigation
      that any party has undertaken or failed to undertake. Unless otherwise
      stated in this Agreement, and except for instances of fraud, the
      representations, warranties and agreements will survive the Closing Date
      and continue in full force and effect until one year after the Closing
      Date.

	 	 
	10.2 	
      Further Assurances. Each of the parties hereto
      will co-operate with the others and execute and deliver to the other
      parties hereto such other instruments and documents and take such other
      actions as may be reasonably requested from time to time by any other
      party hereto as necessary to carry out, evidence, and confirm the intended
      purposes of this Agreement.

	 	 
	10.3 	
      Amendment. This Agreement may not be amended
      except by an instrument in writing signed by each of the
parties.

	 	 
	10.4 	
      Expenses. Pubco will bear all costs incurred in
      connection with the preparation, execution and performance of this
      Agreement and the Transaction contemplated hereby, including all fees and
      expenses of agents, representatives, legal and accountants.

	 	 
	10.5 	
      Entire Agreement. This Agreement, the schedules
      attached hereto and the other documents in connection with this
      transaction contain the entire agreement between the parties with respect
      to the subject matter hereof and supersede all prior arrangements and
      understandings, both written and oral, expressed or implied, with respect
      thereto. Any preceding correspondence or offers are expressly superseded
      and terminated by this Agreement.

	 	 
	10.6 	
      Notices. All notices and other communications
      required or permitted under to this Agreement must be in writing and will
      be deemed given if sent by personal delivery, faxed with electronic
      confirmation of delivery, internationally-recognized express courier or
      registered or certified mail (return receipt requested), postage prepaid,
      to the parties at the addresses (or at such other address for a party as
      will be specified by like notice) on the first page of this
    Agreement.

	 	 
		
      All such notices and other communications will be deemed
      to have been received:




	 	(a) 	
      in the case of personal delivery, on the date of such
      delivery;

	 	 	 
	 	(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
	 	(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
	 	(d) 	
      in the case of mailing, on the fifth business day
      following mailing.




	10.7 	
      Headings. The headings contained in this Agreement
      are for convenience purposes only and will not affect in any way the
      meaning or interpretation of this Agreement.

	 	 
	10.8 	
      Benefits. This Agreement is and will only be
      construed as for the benefit of or enforceable by those persons party to
      this Agreement.







- 27 - 

	10.9 	
      Assignment. This Agreement may not be assigned
      (except by operation of law) by any party without the consent of the other
      parties.

	 	 
	10.10 	
      Governing Law. This Agreement will be governed by
      and construed in accordance with the laws of the State of Nevada
      applicable to contracts made and to be performed therein.

	 	 
	10.11 	
      Construction. The language used in this Agreement
      will be deemed to be the language chosen by the parties to express their
      mutual intent, and no rule of strict construction will be applied against
      any party.

	 	 
	10.12 	
      Gender. All references to any party will be read
      with such changes in number and gender as the context or reference
      requires.

	 	 
	10.13 	
      Business Days. If the last or appointed day for
      the taking of any action required or the expiration of any rights granted
      herein shall be a Saturday, Sunday or a legal holiday in the State of
      Nevada, then such action may be taken or right may be exercised on the
      next succeeding day which is not a Saturday, Sunday or such a legal
      holiday.

	 	 
	10.14 	
      Counterparts. This Agreement may be executed in
      one or more counterparts, all of which will be considered one and the same
      agreement and will become effective when one or more counterparts have
      been signed by each of the parties and delivered to the other parties, it
      being understood that all parties need not sign the same
    counterpart.

	 	 
	10.15 	
      Fax and PDF Execution. This Agreement may be
      executed by delivery of executed signature pages by fax or PDF document
      via Email and such execution will be effective for all purposes.

	 	 
	10.16 	
      Independent Legal Advice. Priveco and the Selling
      Shareholder jointly and severally acknowledge
that:




	 	(a) 	
      this Agreement was prepared by the W.L. Macdonald Law
      Corporation for Pubco;

	 	 	 
	 	(b) 	
      W.L. Macdonald Law Corporation received instructions from
      Pubco and does not represent Priveco or the Selling Shareholder in regards
      to this Agreement;

	 	 	 
	 	(c) 	
      Priveco and the Selling Shareholder have been requested
      by Pubco and W.L. Macdonald Law Corporation to obtain independent legal
      counsel and advice on this Agreement prior to signing this
    Agreement;

	 	 	 
	 	(d) 	
      Priveco and the Selling Shareholder have been given
      adequate time to obtain independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, Priveco and the Selling
      Shareholder confirm that Priveco and the Selling Shareholder fully
      understand this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, Priveco and the Selling Shareholder waive their
      respective rights to obtain independent legal
advice.



[THIS PART LEFT INTENTIONALLY BLANK] 




- 28 - 

	10.17 	
      Schedules and Exhibits. The schedules and exhibits
      are attached to this Agreement and incorporated
herein.



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

WOLVERINE EXPLORATION INC. 

	 	/s/ Richard Haderer 	 
	Per:	  	 
	 	Name: Richard Haderer 	 
	 	Title: Director, Principal
      Executive Officer, 	 
	 	Principal Financial Officer and
      Principal 	 
	 	Accounting Officer 	 


 

ENIGMAMOBIL INC. 

	 	/s/ David Chalk 	 
	Per:	   	 
	 	Name: Dave Chalk 	 
	 	Title: President and Director 	 



	Signed, sealed and delivered by 	) 	  
	DAVE CHALK in the presence of: 	) 	  
	  	) 	  
	/s/ Jacquelyn C. Peterson 	) 	  
	  	) 	  
	Signature of Witness 	) 	/s/ David Chalk 
	  	) 	 
    
	Jacquelyn C. Peterson 	) 	DAVE CHALK 
	  	) 	  
	Name of Witness 	) 	  
	  	) 	  






SCHEDULE 1 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


THE SELLING SHAREHOLDER 


	


Name 
	Number of 
Common Shares
      of 
Priveco held before 
Closing 
	Number of 
Common Shares
      of 
Priveco held after 
Closing 
	Total Number of 
Pubco
      Shares to be 
issued by Pubco on 
Closing 

	Dave Chalk 	100 	75 	300,000,000 
	 	 	 	 







SCHEDULE 2 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


CERTIFICATE OF NON-U.S. SHAREHOLDER 

In connection with the issuance of common stock (the “Pubco
Shares” and, together with the Pubco Shares, the “Pubco Securities”) of
Wolverine Exploration Inc., a company incorporated pursuant to the laws of the
State of Nevada (“Pubco”), to the undersigned, pursuant to that certain
Share Exchange Agreement dated April ______________, 2015 (the
“Agreement”), among Pubco, EnigmaMobil Inc., a company incorporated
pursuant to the laws of the Province of Alberta (“Priveco”), and the
shareholders of Priveco as set out in the Agreement (each, a “Selling
Shareholder”), the undersigned hereby agrees, acknowledges, represents and
warrants that: 

            1.       
the undersigned is not a “U.S. Person” as such term is defined by Rule 902 of
Regulation S under the United States Securities Act of 1933, as amended
(“U.S. Securities Act”) (the definition of which includes, but is not
limited to, an individual resident in the U.S. and an estate or trust of which
any executor or administrator or trust, respectively is a U.S. Person and any
partnership or corporation organized or incorporated under the laws of the
U.S.); 

            2.       
none of the Pubco Securities have been or will be registered under the U.S.
Securities Act, or under any state securities or “blue sky” laws of any state of
the United States, and may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, as that term is defined in Regulation
S, except in accordance with the provisions of Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with any applicable
state and foreign securities laws; 

            3.       
the undersigned understands and agrees that offers and sales of any of the Pubco
Securities prior to the expiration of a period of one year after the date of
original issuance of the Pubco Securities (the one year period hereinafter
referred to as the Distribution Compliance Period) shall only be made in
compliance with the safe harbor provisions set forth in Regulation S, pursuant
to the registration provisions of the U.S. Securities Act or an exemption
therefrom, and that all offers and sales after the Distribution Compliance
Period shall be made only in compliance with the registration provisions of the
U.S. Securities Act or an exemption therefrom and in each case only in
accordance with applicable state and foreign securities laws; 

            4.       
the undersigned understands and agrees not to engage in any hedging transactions
involving any of the Pubco Securities unless such transactions are in compliance
with the provisions of the U.S. Securities Act and in each case only in
accordance with applicable state and provincial securities laws; 

            5.       
the undersigned is acquiring the Pubco Securities for investment only and not
with a view to resale or distribution and, in particular, it has no intention to
distribute either directly or indirectly any of the Pubco Securities in the
United States or to U.S. Persons; 

            6.       
the undersigned has not acquired the Pubco Securities as a result of, and will
not itself engage in, any directed selling efforts (as defined in Regulation S
under the U.S. Securities Act) in the United States in respect of the Pubco
Securities which would include any activities undertaken for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the market
in the United States for the resale of any of the Pubco Securities;
provided, however, that the undersigned may sell or otherwise dispose of the
Pubco Securities pursuant to registration thereof under the U.S. Securities Act
and any applicable state and provincial securities laws or under an exemption
from such registration requirements; 




- 2 - 

            7.       
the statutory and regulatory basis for the exemption claimed for the sale of the
Pubco Securities, although in technical compliance with Regulation S, would not
be available if the offering is part of a plan or scheme to evade the
registration provisions of the U.S. Securities Act or any applicable state and
provincial securities laws; 

            8.       
the undersigned has not undertaken, and will have no obligation, to register any
of the Pubco Securities under the U.S. Securities Act; 

            9.       
Pubco is entitled to rely on the acknowledgements, agreements, representations
and warranties and the statements and answers of the Selling Shareholder
contained in the Agreement and those of the undersigned contained in this
Certificate, and the undersigned will hold harmless Pubco from any loss or
damage either one may suffer as a result of any such acknowledgements,
agreements, representations and/or warranties made by the Selling Shareholder
and/or the undersigned not being true and correct; 

            10.     
the undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Pubco Securities and, with respect to applicable resale restrictions, is solely
responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions; 

            11.    
 none of the Pubco Securities are listed on any stock exchange or automated
dealer quotation system and no representation has been made to the undersigned
that any of the Pubco Securities will become listed on any stock exchange or
automated dealer quotation system, except that currently certain market makers
make market in the common shares of Pubco on the OTC Bulletin Board; 

            12.    
 the undersigned is outside the United States when receiving and executing
this Agreement and is acquiring the Pubco Securities as principal for their own
account, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the Pubco Securities;


           
13.      neither the SEC nor any other securities
commission or similar regulatory authority has reviewed or passed on the merits
of the Pubco Securities; 

           
14.      the Pubco Securities are not being acquired,
directly or indirectly, for the account or benefit of a U.S. Person or a person
in the United States; 

           
15.      the undersigned acknowledges and agrees that
Pubco shall refuse to register any transfer of Pubco Securities not made in
accordance with the provisions of Regulation S, pursuant to registration under
the U.S. Securities Act, or pursuant to an available exemption from registration
under the U.S. Securities Act; 

           
16.      the undersigned understands and agrees that
the Pubco Securities will bear the following legend: 


  
    “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). 

  






- 3 - 


  
    NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
      UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
      REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
      STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
      PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” 

  



           
17.        the address of the undersigned
included herein is the sole address of the undersigned as of the date of this
certificate. 

IN WITNESS WHEREOF, I have executed this Certificate of
Non-U.S. Shareholder. 

		Dated: April_____, 2015 
	Signature 	  
	 	 
	 	 
	Print Name 	  
	 	 
	 	 
	Title (if applicable) 	  
	 	 
	 	 
	Address 	  
	 	 
	 	 






SCHEDULE 3 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


DIRECTORS AND OFFICERS OF PRIVECO 

Directors:

	 	1. 	
      Dave Chalk



Officers:

	 	1. 	
      Dave Chalk







SCHEDULE 4 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


DIRECTORS AND OFFICERS OF PUBCO 

Directors:

	 	1. 	
      Richard Haderer

	 	 	 
	 	2. 	
      Luke Rich

	 	 	 
	 	3. 	
      David Chalk



Officers:

	 	1. 	
      Richard Haderer – Chief Executive Officer and Chief
      Financial Officer; and

	 	 	 
	 	2. 	
      Luke Rich – Vice President, Exploration and Business
      Development.







SCHEDULE 5 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


PRIVECO MATERIAL LEASES, SUBLEASES, CLAIMS, CAPITAL
EXPENDITURES, 
TAXES AND OTHER PROPERTY INTERESTS 



	  	With: 	Dated: 	Material
      Terms/Description: 
	1. 	None 	  	  







SCHEDULE 6 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


PRIVECO INTELLECTUAL PROPERTY 


	  	Identifier: 	Description: 
	1. 	N/A 	ENIGMATM Mobile Security
      App 
	2. 	  	  
	3. 	  	  
	4. 	  	  
	5. 	  	 








SCHEDULE 7 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


PRIVECO MATERIAL CONTRACTS 


	  	With: 	Dated: 	Material
      Terms/Description: 
	1. 	None. 	  	  







SCHEDULE 8 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


PRIVECO EMPLOYMENT AGREEMENTS AND ARRANGEMENTS 

As of the date of this Agreement, the following hourly and
salaried employees of Priveco are reasonably necessary to operate the business
of Priveco as substantially presently operated: 


	  	With: 	Dated: 	Material
      Terms/Description: 
	1. 	None. 	  	  







SCHEDULE 9 
TO THE SHARE EXCHANGE AGREEMENT AMONG
WOLVERINE EXPLORATION INC., 
ENIGMAMOBIL INC. AND THE SELLING SHAREHOLDER AS
SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 


SUBSIDIARIES 

Pubco: 

None. 

Priveco:

None.