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, NONE MAY 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.


 


Unless
permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months
and a day after THE later of (i) MAY 17, 2018, and (ii) the date the issuer became a reporting issuer in any province or territory.


 


STOCK
OPTION AGREEMENT


 


This
AGREEMENT is entered into as of the May 17, 2018 (the “Date of Grant”).


 


BETWEEN:


 


ICOX
INNOVATIONS INC., a company incorporated pursuant to the laws of the State of Nevada, with an office at 4101 Redwood Avenue,
Building F, Los Angeles, CA 90066


 


(the
“Company”)


 


AND:


 


JAMES
CARTER, a businessman with an address at 12532 23rd Avenue, Surrey, BC V4A 2C4


 


(the
“Optionee”)


 


WHEREAS:


 


A.
The Company’s board of directors (the “Board”) has approved and adopted a 2017 Equity Incentive Plan
(the “Plan”), whereby the Board is authorized to grant stock options to purchase shares of common stock of
the Company to the directors, officers, employees, and consultants of the Company or any Parent or Subsidiary of the Company (as
defined herein);


 


B.
The Optionee is a director, officer, employee or consultant of the Company, the Parent or a Subsidiary; and


 


C.
The Company wishes to grant stock options to purchase a total of 100,000 Optioned Shares (as defined herein) to the Optionee,
as follows:


 


	 	 	 	Incentive
    Stock Options (as defined herein)
	 	X	 	Non-Qualified
    Stock Options (as defined herein)


 




    	 	 	 



    	 	2	 



    

 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.
Definitions


 


1.1
In this Agreement, the following terms shall have the following meanings:


 


	 	(a)	“1933
    Act” means the Securities Act of 1933, as amended;
	 	 	 
	 	(b)	“Board”
    means the board of directors of the Company;
	 	 	 
	 	(c)	“Canadian
    Accredited Investor Questionnaire” means a questionnaire substantially in the form of the Canadian Accredited Investor
    Questionnaire attached to this Agreement as Schedule B;
	 	 	 
	 	(d)	“Code”
    means the Internal Revenue Code of 1986;
	 	 	 
	 	(e)	“Common
    Stock” means the shares of common stock of the Company;
	 	 	 
	 	(f)	“Exercise
    Price” means $0.60 per share;
	 	 	 
	 	(g)	“Expiry
    Date” means May 17, 2028;
	 	 	 
	 	(h)	“Incentive
    Stock Options” means any Options that meet all the requirements under section 422 of the Code;
	 	 	 
	 	(i)	“Non-Qualified
    Stock Options” means any Options that do not qualify as Incentive Stock Options and, thus, do not meet the requirements
    under section 422 of the Code;
	 	 	 
	 	(j)	“Notice
    of Exercise” means a notice in writing addressed to the Company at its address first recited hereto (or such other
    address of which the Company may from time to time notify the Optionee in writing), substantially in the form attached as
    Schedule B hereto, which notice shall specify therein the number of Optioned Shares in respect of which the Options are being
    exercised;
	 	 	 
	 	(k)	“Options”
    means the right and option to purchase, from time to time, all, or any part of the Optioned Shares granted to the Optionee
    by the Company pursuant to Section 2.1 of this Agreement;
	 	 	 
	 	(l)	“Optioned
    Shares” means the shares of Common Stock that are issued pursuant to the exercise of the Options;
	 	 	 
	 	(m)	“Parent”
    means a company or other entity that owns at least fifty percent (50%) of the outstanding voting stock or voting power of
    the Company;
	 	 	 
	 	(n)	“Plan”
    has the meaning ascribed thereto in Recital A of this Agreement;
	 	 	 
	 	(o)	“Securities”
    means, collectively, the Options and the Optioned Shares;
	 	 	 
	 	(p)	“Subsidiary”
    means a company or other entity, at least fifty percent (50%) of the outstanding voting stock or voting power of which is
    beneficially owned, directly or indirectly, by the Company; and
	 	 	 
	 	(q)	“Vested
    Options” means the Options that have vested in accordance with Section 2.2 of this Agreement.


 




    	 	 	 



    	 	3	 



    

 


1.2
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.


 


2.
The Options


 


2.1
The Company hereby grants to the Optionee, on the terms and conditions set out in this Agreement and in the Plan,
Options to purchase a total of 100,000 Optioned Shares at the Exercise Price.


 


2.2
The Options will vest in accordance with Schedule A to this Agreement. The Options may be exercised immediately after
vesting.


 


2.3
The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be of no further force or effect
whatsoever.


 


2.4
The Company shall not be obligated to cause the issuance, transfer or delivery of a certificate or certificates representing
Optioned Shares to the Optionee, until provision has been made by the Optionee, to the satisfaction of the Company, for the
payment of the aggregate Exercise Price for all Optioned Shares for which the Options shall have been exercised, and for
satisfaction of any tax withholding obligations associated with such exercise.


 


2.5
Subject to the provisions of this Agreement and the Plan and subject to compliance with any applicable securities laws, the
Options shall be exercisable, in full or in part, at any time after vesting, until termination. If less than all of the
Optioned Shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent
time prior to the Expiry Date. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent
that any Option covers less than one (1) share, it is not exercisable.


 


2.6
Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in the form attached hereto
as Schedule C) to the Chief Financial Officer of the Company at its principal executive office, specifying the number of
Optioned Shares to be purchased and accompanied by payment in cash or by certified check or cashier’s check in the
amount of the full Exercise Price for the Common Stock to be purchased. In addition to payment in cash or by certified check
or cashier’s check and if agreed to in advance by the Company, the Optionee or transferee of the Options may pay for
all or any portion of the aggregate Exercise Price by complying with any other payment mechanism approved by the Board at the
time of exercise.


 


2.7
Reference is made to the Plan for particulars of the rights and obligations of the Optionee and the Company in respect
of:


 


	 	(a)	the
    terms and conditions on which the Options are granted except to the extent set forth herein; and,
	 	 	 
	 	(b)	a
    consolidation or subdivision of the Company’s share capital or a corporate reorganization;


 


all
to the same effect as if the provisions of the Plan were set out in this Agreement and to all of which the Optionee assents. A
copy of the Plan is available to the Optionee at no charge, at the Company’s principal executive office. Any provision of
this Agreement that is inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
The Company may modify, extend or renew this Agreement or the Options represented hereby or accept the surrender thereof (to the
extent not previously exercised) and authorize the granting of a new option in substitution therefore (to the extent not previously
exercised), subject at all times to the Plan, the applicable rules of any applicable regulatory authority or stock exchange, and
any applicable laws. Notwithstanding the foregoing provisions of this Section 2.7, the Company shall not have the right to make
any modification which would materially alter the terms of the Options to the Optionee’s detriment or materially impair
any rights of the Optionee hereunder without the consent of the Optionee.


 




    	 	 	 



    	 	4	 



    

 


2.8
By accepting the Options, the Optionee represents and agrees that none of the Optioned Shares purchased upon exercise of the
Options will be distributed in violation of applicable federal and state laws and regulations. The Optionee further
represents and agrees to provide the Company with any other document reasonably requested by the Company or the
Company’s Counsel.


 


3.
Documents Required from Optionee


 


3.1
The Optionee must complete, sign and return to the Company:


 


	 	(a)	a
    copy of this Agreement;
	 	 	 
	 	(b)	a
    copy of the Acknowledgements, and Representations and Warranties of the Optionee attached hereto as Schedule F;
	 	 	 
	 	(c)	if
    the Optionee is resident in Canada, a Canadian Questionnaire in the form attached hereto as Schedule C; and
	 	 	 
	 	(d)	if
    the Optionee is resident in the United States and if an exemption from the registration requirements imposed by the 1933 Act
    is necessary for entry into this Agreement, one of the two questionnaires in the forms attached hereto as Schedule D and Schedule
    E, whichever applies.


 


3.2
The Optionee shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by regulatory authorities, and applicable law.


 


4. Subject
to Plan


 


The
terms of the Options will be subject to the Plan, as may from time to time be amended, and any inconsistencies between this Agreement
and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan. A copy of the Plan
will be delivered to the Optionee, and will be available for inspection at the principal offices of the Company.


 


5.
Acknowledgement and Waiver


 


The
Optionee hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages
to which the Optionee might be entitled in connection with the distribution of any of the Securities.


 


6.
Professional Advice


 


The
acceptance of the Options and the sale of Common Stock issued pursuant to the exercise of Options may have consequences under
federal, state and provincial tax and securities laws which may vary depending upon the individual circumstances of the Optionee.
Accordingly, the Optionee acknowledges that he or she has been advised to consult his or her personal legal and tax advisor in
connection with this Agreement and his or her dealings with respect to Options. Without limiting other matters to be considered
with the assistance of the Optionee’s professional advisors, the Optionee should consider: (a) the merits and risks of an
investment in the underlying Optioned Shares; and (b) any resale restrictions that might apply under applicable securities laws.


 




    	 	 	 



    	 	5	 



    

 


7.
Legending of Subject Securities


 


7.1
The Optionee hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required
under the applicable securities laws and regulations, the certificates representing any of the Optioned Shares may bear a
legend in substantially the following form:


 


If
the Optionee 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, NONE MAY 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.


 


Unless
permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months
and a day after THE later of (i) [insert the distribution date], and (ii) the date the issuer became a reporting issuer
in any province or territory.


 


If
the Option is resident in the United States:


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY 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.


 


Unless
permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months
and a day after THE later of (i) [insert the distribution date], and (ii) the date the issuer became a reporting issuer
in any province or territory.


 


7.2
The Optionee hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the
registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in
this Agreement.


 




    	 	 	 



    	 	6	 



    

 


8.
Resale restrictions


 


8.1
This Agreement and the Options represented hereby are not transferable. Optioned Shares received upon exercise of any Options
will be subject to resale restrictions contained in the securities legislation applicable to the Company and the Optionee.
The Optionee acknowledges and agrees that the Optionee is solely responsible (and the Company is not in any way responsible)
for compliance with applicable resale restrictions.


 


8.2
The Optionee acknowledges that any resale of any of the Optioned Shares will be subject to resale restrictions contained in
the securities legislation applicable to the Optionee or proposed transferee. The Optionee acknowledges that none of the
Optioned Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The
Optioned Shares may not be offered or sold in the United States unless registered in accordance with federal securities laws
and all other applicable securities laws or exemptions from such registration requirements are available. The Optionee
acknowledges that the Optioned Shares are subject to resale restrictions in Canada and may not be traded in Canada except as
permitted by the applicable provincial securities laws and the rules made thereunder.


 


9.
No Employment Relationship


 


The
grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or contract with an Optionee, for any length of time,
nor shall it interfere in any way with the Company’s or, where applicable, a related company’s right to terminate
Optionee’s employment at any time, which right is hereby reserved.


 


10.
Governing Law


 


This
Agreement is governed by the laws of the State of Nevada and the federal laws of the United States of America as applicable therein.
The Optionee irrevocably attorns to the jurisdiction of the courts of the State of Arizona.


 


11.
Costs


 


The
Optionee acknowledges and agrees that all costs and expenses incurred by the Optionee (including any fees and disbursements of
any special counsel retained by the Optionee) relating to the acquisition of the Securities shall be borne by the Optionee.


 


12.
Survival


 


This
Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue
in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the shares underlying
the Options by the Optionee pursuant hereto.


 


13.
Assignment


 


This
Agreement is not transferable or assignable.


 


14.
Currency


 


Unless
explicitly stated otherwise, all funds in this Agreement are stated in United States dollars.


 


15.
Severability


 


The
invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Agreement.


 




    	 	 	 



    	 	7	 



    

 


16.
Counterparts and Electronic Means


 


This
Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together
constitute one and the same instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this
Agreement as of the date first above written.


 


17.
Entire Agreement


 


This
Agreement is the only agreement between the Optionee and the Company with respect to the Options, and this Agreement and the Plan,
once approved, supersede all prior and contemporaneous oral and written statements and representations and contain the entire
agreement between the parties with respect to the Options.


 


IN
WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.


 


	ICOX INNOVATIONS INC.	 	 
	 	 	 	 
	Per:	/s/
    Michael Blum	 	 
	 	Authorized
    Signatory	 	 


 


	WITNESSED
    BY:	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	Name	)	/s/
    James Carter
	 	)	JAMES
    CARTER
	 	)	 
	Address	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	Occupation	)	 


 




    	 	 	 



    	 	A-1	 



    

 


SCHEDULE
A


 


VESTING
SCHEDULE


 


The
stock options vest monthly over 36 months, with 1/36 of the stock options vesting each month commencing on May 17, 2018.


 




    	 	 	 



    	 	B-1	 



    

 


SCHEDULE
B


 


NOTICE
OF EXERCISE


 


	TO:	ICOX
    Innovations Inc.
	 	4101
    Redwood Avenue
	 	Building
    F
	 	Los
    Angeles, CA 90066


 


This
Notice of Exercise shall constitute a proper Notice of Exercise pursuant to section 2.6 of the Stock Option Agreement dated February
9, 2018 (the “Agreement”), between ICOX Innovations Inc. (the “Company”) and the undersigned.
The undersigned hereby elects to exercise the Optionee’s options to purchase ____________________ shares of the common stock
of the Company at a price of $0.60 per share on the terms and conditions set forth in the Agreement.


 


Payment
of aggregate consideration of $____________in cash or by certified check or cashier’s check accompanies this notice.


 


The
Optionee hereby represents and warrants to the Company that all representations and warranties set out in the Agreement (and the
applicable schedules hereto) are true as of the date of the exercise of the Options under the Agreement. The Optionee hereby further
represents and warrants to the Company that the shares are being purchased only for investment and without intention to sell or
distribute such shares.


 


The
Optionee hereby directs the Company to issue, register and deliver the certificates representing the shares as follows:


 


	Registration
    Information:	 	Delivery
    Instructions:
	 	 	 
	Name
    to appear on certificates	 	Name
	 	 	 
	Address	 	Address
	 	 	 
	City,
    State, and Zip Code	 	 
	 	 	 
	 	 	Telephone
    Number


 


DATED
at _____________________________, the _______ day of______________, _______.


 


	 	 	X
	 	 	Signature
	 	 	 
	 	 	(Name
    and, if applicable, Office)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	(City,
    State, and Zip Code)
	 	 	 
	 	 	Fax
    Number or E-mail Address
	 	 	 
	 	 	Social
    Security/Tax I.D. No.


 




    	 	 	 



    	 	C-1	 



    

 


SCHEDULE
C


 


CANADIAN
QUESTIONNAIRE


 


TO: ICOX
INNOVATIONS INC. (the “Company”)


 


RE:
Stock options (the “Options”) of the Company


 


Capitalized
terms used in this Canadian Questionnaire (this “Questionnaire”) and not specifically defined have the meaning
ascribed to them in the Stock Option Agreement between the undersigned (the “Optionee”) and the Company to
which this Schedule C is attached.


 


All
dollar amounts referred to in this Questionnaire and Appendices A, B and C are in lawful money of Canada, unless otherwise indicated.


 


In
connection with the grant to the Optionee of the Options, the Optionee hereby represents, warrants and certifies to the Company
that the Optionee:


 


	 	(i)	is
    acquiring the Options as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus
    Exemptions adopted by the Canadian Securities Administrators (“NI 45-106”));


 


	 	(ii)	(A)
    	is
    resident in or is subject to the laws of one of the following (check one):


 


	 	[  ]
    Alberta	[  ]
    New Brunswick	[  ]
    Prince Edward Island
	 	 	 	 
	 	[  ]
    British Columbia	[  ]
    Nova Scotia	[  ]
    Quebec
	 	 	 	 
	 	[  ]
    Manitoba	[  ]
    Ontario	[  ]
    Saskatchewan
	 	 	 	 
	 	[  ]
    Newfoundland and Labrador	 	[  ]
    Yukon
	 	 	 	 
	 	[  ]
    Northwest Territories	 	 


 


or


 


	 	 	(B)	[  ]
    is resident in a country other than Canada or the United States; and


 


	 	(iii)	has
    not been provided with any offering memorandum in connection with the acquisition of the Options.


 


In
connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee
meets one or more of the following criteria:


 


 A. OPTIONEE QUALIFYING UNDER THE EMPLOYEE, DIRECTOR, OFFICER AND CONSULTANT EXEMPTION




 


In
connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee
meets one or more of the following criteria:


 





	 	[  ]	(i)	is an employee, officer or director of the Company; or
	 	 	 	 
	 	[  ]	(ii)	is a consultant of the Company who provides services to the Company or a related entity of the Company and spends or will spend a significant amount of time and attention on the business and affairs of the Company or a related entity of the Company; and has voluntarily agreed to the grant of the Options.







 




    	 	 	 



    	 	C-2	 



    

 


B.
OPTIONEES QUALIFYING UNDER THE ACCREDITED INVESTOR EXEMPTION


 


In
connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee
meets one or more of the following criteria:


 


	(a)	_______
    the Optionee is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying the indicated
    criterion below (YOU MUST INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE(S)) (see certain guidance with respect
    to accredited investors that starts on page C-5 below)


 


	 	[  ]	(i)	except
    in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
	 	 	 	 
	 	[  ]	(ii)	an
    individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred
    to in paragraph (i),
	 	 	 	 
	 	[  ]	(iii)	an
    individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly
    registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario)
    or the Securities Act (Newfoundland and Labrador),
	 	 	 	 
	 	[  ]	(iv)	an
    individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that,
    before taxes but net of any related liabilities, exceeds $1,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “A”
    TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-9),
	 	 	 	 
	 	[  ]	(v)	an
    individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
    liabilities, exceeds $5,000,000,
	 	 	 	 
	 	[  ]	(vi)	an
    individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either
    case, reasonably expects to exceed that net income level in the current calendar year (YOU MUST ALSO COMPLETE AND SIGN
    APPENDIX “A” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-9), or
	 	 	 	 
	 	[  ]	(vii)	an
    individual who, either alone or with a spouse, has net assets of at least $5,000,000 (YOU MUST ALSO COMPLETE AND SIGN APPENDIX
    “A” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-9).


 


	(b)	if
                                         the Optionee is an “accredited investor” within the meaning of NI 45-106
                                         by virtue of satisfying the indicated criterion as set out in paragraphs (iv), (vi) or
                                         (vii) above, the Optionee has provided the Company with the signed risk acknowledgment
                                         form set out in Appendix “A” to this Questionnaire;



 


 C. OPTIONEES QUALIFYING UNDER THE FAMILY, FRIENDS AND BUSINESS ASSOCIATES EXEMPTION




 


In
connection with the grant of the Options, the Optionee hereby represents, warrants, covenants and certifies that the Optionee
meets one or more of the following criteria:


 


	(a)	the
                                         Optionee is (YOU MUST PLACE A CHECK-MARK ON THE APPROPRIATE LINE AND PROVIDE THE REQUESTED
                                         INFORMATION, AS APPLICABLE):



 




    	 	 	 



    	 	C-3	 



    

 


	 	[  ]	(i)	a
    director, executive officer or control person of the Company, or of an affiliate of the Company,
	 	 	 	 
	 	[  ]	(ii)	_______
    a close personal friend (see guidance on making this determination that starts on page C-6 below) of
    ___________________________________     (print name of person), who is a director, executive officer, founder or
    control person of the Company, or of an affiliate     of the Company, and has been for __________________________ years
    based     on
                                        
    the
                                            
    following     factors: ________________________________________________________________
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(explain
    the nature of the close personal friendship),
	 	 	 	 
	 	[  ]	(iii)	a
    close business associate (see guidance on making this determination that starts on page C-6 below) of ______________________________________
    (print name of person), who is a director, executive officer, founder or control person of the Company, or of an affiliate
    of the Company, and has been for __________________________ years based on the following factors: __________________________
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	___________ (explain
    the nature of the close business association),


 


	(b)	if
    the Optionee is resident in the Province of Ontario or is subject to the securities laws of the Province of Ontario, the Optionee
    has provided the Company with a signed risk acknowledgement form in the form attached as Appendix “B” to this
    Questionnaire (YOU MUST ALSO COMPLETE AND SIGN APPENDIX “B” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-11),
    or
	 	 
	(c)	if
    the Optionee is resident in the Province of Saskatchewan or is subject to the securities laws of the Province of Saskatchewan,
    and the Optionee is relying on the indicated criterion as set out in subsections C(a)(ii) or C(a)(iii) if the distribution
    is based in whole or in part on a close personal friendship or a close business association, the Optionee has provided the
    Company with a signed risk acknowledgement form in the form attached as Appendix “C” to this Questionnaire (YOU
    MUST ALSO COMPLETE AND SIGN APPENDIX “C” TO THIS QUESTIONNAIRE THAT STARTS ON PAGE C-14); or


 


For
the purposes of this Questionnaire and the appendices attached hereto:


 


	 	(a)	an
    issuer is “affiliated” with another issuer if


 


	 	(i)	one
    of them is the subsidiary of the other, or
	 	 	 
	 	(ii)	each
    of them is controlled by the same person;


 


	 	(b)	“control
    person” means


 


	 	(i)	a
    person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect
    materially the control of the issuer, or
	 	 	 
	 	(ii)	each
    person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding,
    which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to
    affect materially the control of the issuer, and, if a person or combination of persons holds more than 20% of the voting
    rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the
    absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of
    the issuer;


 




    	 	 	 



    	 	C-4	 



    

 


	 	(c)	“director” means




 


		(i)	a
                                         member of the board of directors of a company or an individual who performs similar functions
                                         for a company, and



 


		(ii)	with
                                         respect to a person that is not a company, an individual who performs functions similar
                                         to those of a director of a company;



 


	 	(d)	“executive officer” means, for an
issuer, an individual who is




 


		(i)	a
                                         chair, vice-chair or president,



 


		(ii)	a
                                         vice-president in charge of a principal business unit, division or function including
                                         sales, finance or production, or



 


		(iii)	performing
                                         a policy-making function in respect of the issuer;



 


	 	(e)	“financial assets” means




 


		(i)	cash,



 


		(ii)	securities,
                                         or



 


		(iii)	a
                                         contract of insurance, a deposit or an evidence of a deposit that is not a security for
                                         the purposes of securities legislation;



 


	 	(f)	“foreign jurisdiction” means a country
other than Canada or a political subdivision of a country other than Canada;




 


		(j)	“individual”
                                         means a natural person, but does not include



 


		(i)	a
                                         partnership, unincorporated association, unincorporated syndicate, unincorporated organization
                                         or trust, or



 


		(ii)	a
                                         natural person in the person’s capacity as a trustee, executor, administrator or
                                         personal or other legal representative;



 


		(k)	“jurisdiction”
                                         or “jurisdiction of Canada” means a province or territory of Canada except
                                         when used in the term foreign jurisdiction;



 


	 	(l)	“person” includes




 


		(i)	an
                                         individual;



 


		(ii)	a
                                         corporation;



 


		(iii)	a
                                         partnership, trust, fund and an association, syndicate, organization or other organized
                                         group of persons, whether incorporated or not; and



 


		(iv)	an
                                         individual or other person in that person’s capacity as a trustee, executor, administrator
                                         or personal or other legal representative;



 


	 	(m)	“related liabilities” means




 


		(i)	liabilities
                                         incurred or assumed for the purpose of financing the acquisition or ownership of financial
                                         assets, or



 


		(ii)	liabilities
                                         that are secured by financial assets; and



 




    	 	 	 



    	 	C-5	 



    

 


	 	(n)	“spouse” means, an individual who,




 


		(i)	is
                                         married to another individual and is not living separate and apart within the meaning
                                         of the Divorce Act (Canada), from the other individual,



 


		(ii)	is
                                         living with another individual in a marriage-like relationship, including a marriage-like
                                         relationship between individuals of the same gender, or



 


		(iii)	in
                                         Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent
                                         partner within the meaning of the Adult Interdependent Relationships Act (Alberta).



 


Guidance
On Accredited Investor Exemptions for Individuals


 


An
individual accredited investor is an individual:


 


		(a)	who,
                                         either alone or with a spouse, beneficially owns financial assets (please see the guidance
                                         below regarding what financial assets are) having an aggregate realizable value that.
                                         before taxes but net of any related liabilities (please see the guidance below regarding
                                         what related liabilities are), exceeds $1,000,000;



 


		(b)	whose
                                         net income before taxes exceeded $200,000 in each of the 2 most recent calendar years
                                         or whose net income before taxes combined with that of a spouse exceeded $300,000 in
                                         each of the 2 most recent calendar years and who, in either case, reasonably expects
                                         to exceed that net income level in the current calendar year;



 


		(c)	who,
                                         either alone or with a spouse, has net assets (please see the guidance below regarding
                                         calculating net assets) of at least $5,000,000; and



 


		(d)	who
                                         beneficially owns financial assets (please see the guidance below regarding what financial
                                         assets are) having an aggregate realizable value that, before taxes but net of any related
                                         liabilities (please see the guidance below regarding what related liabilities are), exceeds
                                         $5,000,000.



 


The
monetary thresholds above are intended to create bright-line standards. Optionees who do not satisfy these monetary thresholds
do not qualify as accredited investors.


 


Spouses


 


Sections
(a), (b) and (c) above are designed to treat spouses as a single investing unit, so that either spouse qualifies as an accredited
investor if the combined financial assets of both spouses exceed $1,000,000, the combined net income of both spouses exceeds $300,000,
or the combined net assets of both spouses exceed $5,000,000. Section (d) above does not treat spouses as a single investing unit.


 


If
the combined net income of both spouses does not exceed $300,000, but the net income of one of the spouses exceeds $200,000, only
the spouse whose net income exceeds $200,000 qualifies as an accredited investor.


 


Financial
Assets and Related Liabilities


 


For
the purposes of Sections (a) and (d) above, “financial assets” means: (1) cash, (2) securities, or (3) a contract
of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial
assets are generally liquid or relatively easy to liquidate. The value of a optionee’s personal residence is not included
in a calculation of financial assets.


 


The
calculation of financial assets must exclude “related liabilities”, meaning: (1) liabilities incurred or assumed
for the purpose of financing the acquisition or ownership of financial assets, or (2) liabilities that are secured by financial
assets.


 




    	 	 	 



    	 	C-6	 



    

 


As
a general matter, it should not be difficult to determine whether financial assets are beneficially owned by an individual, an
individual’s spouse, or both, in any particular instance. However, in the case where financial assets are held in a trust
or in another type of investment vehicle for the benefit of an individual, there may be questions as to whether the individual
beneficially owns the financial assets. The following factors are indicative of beneficial ownership of financial assets:


 


	 	●	physical
    or constructive possession of evidence of ownership of the financial asset;
	 	 	 
	 	●	entitlement
    to receipt of any income generated by the financial asset;
	 	 	 
	 	●	risk
    of loss of the value of the financial asset; and
	 	 	 
	 	●	the
    ability to dispose of the financial asset or otherwise deal with it as the individual sees fit.


 


For
example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual.


 


In
general, financial assets in a spousal RRSP can be included for the purposes of the $1,000,000 financial asset test in Section
(a) above because Section (a) takes into account financial assets owned beneficially by a spouse. However, financial assets in
a spousal RRSP cannot be included for purposes of the $5,000,000 financial asset test in Section (d) above.


 


Financial
assets held in a group RRSP under which the individual does not have the ability to acquire the financial assets and deal with
them directly do not meet the beneficial ownership requirements in either Sections (a) or (d) above.


 


Guidance
on Close Personal Friend and Close Business Associate Determination


 


A
“close personal friend” of a director, executive officer, founder or control person of an issuer is an individual
who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of
time to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to
the investment.


 


The
following factors are relevant to this determination:


 


		(a)	the
                                         length of time the individual has known the director, executive officer, founder or control
                                         person,



 


		(b)	the
                                         nature of the relationship between the individual and the director, executive officer,
                                         founder or control person including such matters as the frequency of contacts between
                                         them and the level of trust and reliance in the other circumstances, and



 


		(c)	the
                                         number of “close personal friends” of the director, executive officer, founder
                                         or control person to whom securities have been distributed in reliance on the private
                                         issuer exemption or the family, friends and business associates exemption.



 


An
individual is not a close personal friend solely because the individual is:


 


		(a)	a
                                         relative,



 


		(b)	a
                                         member of the same club, organization, association or religious group,



 


		(c)	a
                                         co-worker, colleague or associate at the same workplace,



 


		(d)	a
                                         client, customer, former client or former customer,



 


		(e)	a
                                         mere acquaintance, or



 


		(f)	connected
                                         through some form of social media, such as Facebook, Twitter or LinkedIn.



 




    	 	 	 



    	 	C-7	 



    

 


The
relationship between the individual and the director, executive officer, founder or control person must be direct. For example,
the exemption is not available to a close personal friend of a close personal friend of a director of the issuer. Further, a relationship
that is primarily founded on participation in an internet forum is not considered to be that of a close personal friend.


 


A
“close business associate” is an individual who has had sufficient prior business dealings with a director,
executive officer, founder or control person of the issuer to be in a position to assess their capabilities and trustworthiness
and to obtain information from them with respect to the investment.


 


The
following factors are relevant to this determination:


 


		(a)	the
                                         length of time the individual has known the director, executive officer, founder or control
                                         person,



 


		(b)	the
                                         nature of any specific business relationships between the individual and the director,
                                         executive officer, founder or control person, including, for each relationship, when
                                         it began, the frequency of contact between them and when it terminated if it is not ongoing,
                                         and the level of trust and reliance in the other circumstances,



 


		(c)	the
                                         nature and number of any business dealings between the individual and the director, executive
                                         officer, founder or control person, the length of the period during which they occurred,
                                         and the nature and date of the most recent business dealing, and



 


		(d)	the
                                         number of “close business associates” of the director, executive officer,
                                         founder or control person to whom securities have been distributed in reliance on the
                                         private issuer exemption or the family, friends and business associates exemption.



 


An
individual is not a close business associate solely because the individual is:


 


		(a)	a
                                         member of the same club, organization, association or religious group,



 


		(b)	a
                                         co-worker, colleague or associate at the same workplace,



 


		(c)	a
                                         client, customer, former client or former customer,



 


		(d)	a
                                         mere acquaintance, or



 


		(e)	connected
                                         through some form of social media, such as Facebook, Twitter or LinkedIn.



 


The
relationship between the individual and the director, executive officer, founder or control person must be direct. For example,
the exemptions are not available for a close business associate of a close business associate of a director of the issuer. Further,
a relationship that is primarily founded on participation in an internet forum is not considered to be that of a close business
associate.


 


The
Optionee acknowledges and agrees that, in addition to resale restrictions imposed under U.S. securities laws, there are additional
restrictions on the Optionee’s ability to resell the Securities under Canadian securities laws and National Instrument 45-102
as adopted by the Canadian Securities Administrators;


 


The
Optionee agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire
acknowledges that they will survive the completion of the issue of the Option.


 




    	 	 	 



    	 	C-8	 



    

 


The
Optionee acknowledges that the foregoing representations and warranties are made by the Optionee with the intent that they be
relied upon in determining the suitability of the Optionee to acquire the Options and that this Questionnaire is incorporated
into and forms part of the Agreement and the undersigned undertakes to immediately notify the Company of any change in any statement
or other information relating to the Optionee set forth herein which takes place prior to the closing time of the grant of the
Options.


 


The
Optionee undertakes to immediately notify the Company of any change in any statement or other information relating to the Optionee
set forth in the Agreement or in this Questionnaire which takes place prior to the issuance of the Options.


 


By
completing this Questionnaire, the Optionee authorizes the indirect collection of this information by each applicable regulatory
authority or regulator and acknowledges that such information is made available to the public under applicable laws.


 


DATED
as of ________ day of _________________, 20____.


 


	 	 	 
	 	 	Print
    Name of Optionee
	 	 	 
	 	 	 
	 	 	Signature


 




    	 	 	 



    	 	C-9	 



    

 


APPENDIX
“A”

TO CANADIAN QUESTIONNAIRE


 


Form
45-106F9






	WARNING!

         

        This
        investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.



 


	SECTION
    1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	1.
    About your investment
	Type
    of securities: Stock Options	Issuer:
    ICOX INNOVATIONS INC. (the “Issuer”)
	Purchased
    from: The Issuer.
	SECTIONS
    2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.
    Risk acknowledgement
	This
    investment is risky. Initial that you understand that:	Your

    initials
	Risk
    of loss – You could lose your entire investment of US$             . [Instruction: Insert the total dollar amount of the investment.]	 
	Liquidity
    risk – You may not be able to sell your investment quickly – or at all.	 
	Lack
    of information – You may receive little or no information about your investment.	 
	Lack
    of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless
    the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making
    this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.	 
	3.
    Accredited investor status
	You
    must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to
    you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet
    the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions
    about whether you meet these criteria.	Your
 initials

                                                                                 

	●	Your
    net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than
    $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)	 
	●	Your
    net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years,
    and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.	 
	●	Either
    alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the
    cash and securities.	 
	●	Either
    alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including
    real estate) minus your total debt.)	 



 




    	 	 	 



    	 	C-10	 



    

 


	4.
    Your name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.
	First
    and last name (please print):
	Signature:	Date:
	SECTION
    5 TO BE COMPLETED BY THE SALESPERSON
	5.
    Salesperson information
	[Instruction:
    The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.
    That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from
    the registration requirement.]
	First
    and last name of salesperson (please print):
	Telephone:	Email:
	Name
    of firm (if registered):
	SECTION
    6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	6.
    For more information about this investment
	ICOX
    INNOVATIONS INC.
	4101
    Redwood Avenue, Building F

    Los Angeles, CA 90066
	Attn:
    Michael Blum
	Telephone:
    213.675.5300
	Email:
    Michael.blum@icoxinnovations.com
	 
	For
    more information about prospectus exemptions, contact your local securities regulator. You can find contact information at
    www.securities-administrators.ca.


 


	Form
    instructions:


 


	1.	This
    form does not mandate the use of a specific font size or style but the font must be legible
	 	 
	2.	The
    information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form.
	 	 
	3.	The
    purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this
    form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after
    the distribution.


 




    	 	 	 



    	 	C-11	 



    

 


APPENDIX
“B” TO CANADIAN QUESTIONNAIRE

Form 45-106F12


 


RISK
ACKNOWLEDGEMENT FORM FOR FAMILY, FRIEND AND

BUSINESS ASSOCIATE INVESTORS


 


	WARNING!

         

        This
        investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.



 


	SECTION 1 TO BE COMPLETED BY THE ISSUER
	1. About your investment
	Type of securities: Stock Options	Issuer: ICOX Innovations Inc. (the “Issuer”)





	SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2. Risk acknowledgement
	This investment is risky. Initial that you understand that:	Your initials
	Risk of loss – You could lose your entire investment of US$______________. 

[Instruction: Insert the total dollar amount of the investment.]	 
	Liquidity risk – You may not be able to sell your investment quickly – or at all.	 
	Lack of information – You may receive little or no information about your investment. The information you receive may be limited to the information provided to you by the family member, friend or close business associate specified in section 3 of this form.	 
	3. Family, friend or business associate status
	You must meet one of the following criteria to be able to make this investment. Initial the statement that applies to you:	Your initials
	A) You are:	 
	 	1)	[check all applicable boxes]	 
	 	 	 	 	 
	 	 	[  ]	a director of the issuer or an affiliate of the issuer	 
	 	 	 	 	 
	 	 	[  ]	an executive officer of the issuer or an affiliate of the issuer	 
	 	 	 	 	 
	 	 	[  ]	a control person of the issuer or an affiliate of the issuer	 
	 	 	 	 	 
	 	 	[  ]	a founder of the issuer	 
	 	 	 	 	 
	OR	 	 	 	 
	 	 	 	 	 
	 	2)	[check all applicable boxes]	 
	 	 	 	 	 
	 	 	[  ]	a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above	 
	 	 	 	 	 
	 	 	[  ]	a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above	 


 




    	 	 	 



    	 	C-12	 



    

 


	B)
        You are a family member of _____________________________________ [Instruction: Insert the name

                                                                                              of the person who is
        your relative either directly or through his or her spouse], who holds the following position at the issuer or an
        affiliate of the issuer:____________________________________________.

         

        You
        are the __________________ of that person or that person’s spouse.

         

        [Instruction:
        To qualify for this investment, you must be (a) the spouse of the person listed above or (b) the parent, grandparent,
        brother, sister, child or grandchild of that person or that person’s spouse.]
	 
	C)
        You are a close personal friend of ___________________________ [Instruction: Insert the name of your close personal
        friend], who holds the following position at the issuer or an affiliate of the issuer: ________________________________.

         

        You
        have known that person for ________ years.
	 
	D)
        You are a close business associate of _______________________________________ [Instruction: Insert the name of your
        close business associate], who holds the following position at the issuer or an affiliate of the issuer: ________________________.

         

        You
        have known that person for ________ years.
	 
	4.
    Your name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form. You also confirm that you are eligible to make this investment because you are a family member, close personal
    friend or close business associate of the person identified in section 5 of this form.	 
	 First
    and last name (please print): 
	Signature:
    	Date:
	SECTIONS
    5 TO BE COMPLETED BY PERSON WHO CLAIMS THE CLOSE PERSONAL RELATIONSHIP, IF APPLICABLE
	5.
    Contact person at the issuer or an affiliate of the issuer
	[Instruction:
        To be completed by the director, executive officer, control person or founder with whom the purchaser has a close personal
        relationship indicated under sections 3B, C or D of this form.]

         

        By
        signing this form, you confirm that you have, or your spouse has, the following relationship with the purchaser: [check
        the box that applies]

         

        [  ] family relationship as set out in section 3B of this form

         

        [  ] close personal friendship as set out in section 3C of this form

         

        [  ] close business associate relationship as set out in section 3D of this form

	First
    and last name of contact person (please print): 
	Position
    with the issuer or affiliate of the issuer (director, executive officer, control person or founder):
	Telephone:	Email:
	Signature:	Date:


 










    	 	 	 



    	 	C-13	 



    

 


	SECTIONS
    6 TO BE COMPLETED BY THE ISSUER
	6.
    For more information about this investment
	

                                                                                 

                                                                                ICOX
                                         INNOVATIONS INC. 

4101 Redwood Avenue, Building F


 Los
                                         Angeles, CA 90066 

Attn: Michael Blum

 Telephone: 213.675.5300 

Email: Michael.blum@icoxinnovations.com
                                           


                                                                                 

                                                                                For more information about prospectus exemptions, contact your local securities
                                         regulator. You can find contact information at www.securities-administrators.ca.

                                                                                 

                                                                                

	Signature
    of executive officer of the issuer (other than the purchaser):	Date:


 


Form
instructions:


 


		1.	This
                                         form does not mandate the use of a specific font size or style but the font must be legible.



 


		2.	The
                                         information in sections 1, 5 and 6 must be completed before the purchaser completes and
                                         signs the form .



 


		3.	The
                                         purchaser, an executive officer who is not the purchaser and, if applicable, the person
                                         who claims the close personal relationship to the purchaser must sign this form. Each
                                         of the purchaser, contact person at the issuer and the issuer must receive a copy of
                                         this form signed by the purchaser. The issuer is required to keep a copy of this form
                                         for 8 years after the distribution.



 


		4.	The
                                         detailed relationships required to purchase securities under this exemption are set out
                                         in section 2.5 of National Instrument 45-106 Prospectus and Registration Exemptions.
                                         For guidance on the meaning of “close personal friend” and “close business
                                         associate”, please refer to sections 2.7 and 2.8, respectively, of Companion Policy
                                         45-106CP Prospectus and Registration Exemptions.



 




    	 	 	 



    	 	C-14	 



    

 


APPENDIX
“C” TO CANADIAN QUESTIONNAIRE


 


Form
45-106F5


 


RISK
ACKNOWLEDGEMENT

SASKATCHEWAN CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES


 


 


You
are buying Exempt Market Securities. They are called exempt market securities because two parts of securities law do
not apply to them. If an issuer wants to sell exempt market securities to you:


 


		●	the
                                         issuer does not have to give you a prospectus (a document that describes the investment
                                         in detail and gives you some legal protections), and



 


		●	the
                                         securities do not have to be sold by an investment dealer registered with a securities
                                         regulatory authority or regulator.



 


There
are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other
securities.


 


You
may not receive any written information about the issuer or its business. If you have any questions about the issuer or its
business, ask for written clarification before you purchase the securities. You should consult your own professional advisers
before investing in the securities.


 


The
securities you are buying are not listed. The securities you are buying are not listed on any stock exchange, and they may
never be listed. There may be no market for these securities. You may never be able to sell these securities.


 


For
more information on the exempt market, refer to the Saskatchewan Financial Services Commission’s website at http://www.sfsc.gov.sk.ca.


 


[Instruction:
The purchaser must sign 2 copies of this form. The purchaser and the issuer must each receive a signed copy.]


 




    	 	 	 



    	 	D-1	 



    

 


SCHEDULE
D


 


UNITED
STATES ACCREDITED INVESTOR QUESTIONNAIRE


 


Capitalized
terms used in this United States Accredited Investor Questionnaire (this “Questionnaire”) and not specifically
defined have the meaning ascribed to them in the Stock Option Agreement between the undersigned (the “Optionee”)
and ICOX Innovations Inc. (the “Company”) to which this Schedule D is attached.


 


All
dollar amounts referred to in this Questionnaire are in lawful money of the United States, unless otherwise indicated.


 


The
Optionee covenants, represents and warrants to the Company that he or she satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”),
as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which
the Optionee satisfies)


 


	 	______ 	Category
1	An
    organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or
    similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets
    in excess of $5,000,000;
	 	 	 	 
	 	______	Category
2	A
    natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes
    of this Category 2, “net worth” means the excess of total assets at fair market value (including personal and
    real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total
    liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as
    long as the mortgage was incurred more than 60 days before the Securities are acquired, but includes (i) any mortgage amount
    in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before
    the date of the acquisition of Securities for the purpose of investing in the Securities;
	 	 	 	 
	 	______	Category
3	A
    natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with
    that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same
    income level in the current year;
	 	 	 	 
	 	______	Category
4	A
    “bank” as defined under Section (3)(a)(2) of the Securities Act or savings and loan association or other institution
    as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker dealer registered
    pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section
    2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (United States)
    or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed
    by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958
    (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision
    thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees;
    an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States)
    whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank,
    savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total
    assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are
    accredited investors;


 




    	 	 	 



    	 	D-2	 



    

 


	 	______ 	Category
    5	A
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United
    States);
	 	 	 	 
	 	______	Category
    6	A
    director or executive officer of the Company;
	 	 	 	 
	 	______	Category
    7	A
    trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase
    is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
	 	 	 	 
	 	______	Category
    8	An
    entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;


 


Note
that the Optionee claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company
with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate
the Optionee’s status as an Accredited Investor.


 


If
the Optionee is an entity which initialled the last category in reliance upon the Accredited Investor categories above, state
the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home,
home furnishings and personal automobiles) for each equity owner of the said entity:


 


All
information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire,
the Optionee agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to
establish the availability, under the Securities Act or applicable state securities law, of exemption from registration in connection
with the issuance of the Securities hereunder.


 


By
completing this Questionnaire, the Optionee authorizes the indirect collection of this information by each applicable regulatory
authority or regulator and acknowledges that such information is made available to the public under applicable laws.


 


DATED
as of _______ day of _________________, 20____.


 


	 	 	 
	 	 	Print
    Name of Optionee
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Social
    Security/Tax I.D. No.



 



    	 	 	 



    	 	E-1	 



    

 


SCHEDULE
E


 


UNITED
STATES NON-ACREDITED INVESTOR QUESTIONNAIRE


 


Capitalized
terms used in this United States Non-Accredited Investor Questionnaire (this “Questionnaire”) and not specifically
defined have the meaning ascribed to them in the Stock Option Agreement between the undersigned (the “Optionee”)
and ICOX Innovations Inc. (the “Company”) to which this Schedule E is attached.


 


All
dollar amounts referred to in this Questionnaire are in lawful money of the United States, unless otherwise indicated.


 


The
purpose of this Questionnaire is to assure the Company that the Optionee will meet the standards imposed by the Securities Act
of 1933 (the “Securities Act”) and the appropriate exemptions of applicable state securities laws. The Company
will rely on the information contained in this Questionnaire for the purposes of such determination. The Option and the Optioned
Shares (together, the “Securities”) will not be registered under the Securities Act and has been issued in
reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder. This Questionnaire is not an offer of any securities of the Company in any state other than those specifically
authorized by the Company.


 


Please
attach additional pages if necessary to answer any question fully.


 


REPRESENTATIONS
OF OPTIONEE


 


This
item is presented in alternative form. Please initial in the space provided the applicable alternative.


 


	_____	ALTERNATIVE
    ONE: The Optionee covenants, represents and warrants to the Company that he or she has such knowledge and experience in financial
    and business matters that he or she is capable of evaluating the relative merits and risks of an investment in the Securities
    and Company and is not utilizing a purchaser representative in connection with evaluating such merits and risks. The Optionee
    is providing evidence of its knowledge and experience in these matters through the information requested below in this Questionnaire.
	 	 
	_____	ALTERNATIVE
    TWO: The Optionee covenants, represents and warrants to the Company that he or she has chosen to use the services of a purchaser
    representative acceptable to the Optionee in connection with the Optionee’s acquisition of the Securities. The Optionee
    hereby acknowledges that the person named below is his or her purchaser representative who will assist and advise the Optionee
    in evaluating the merits and risks of an investment in the Securities and the Company and affirms that such purchaser representative
    has previously disclosed in writing any material relationship that exists between the purchaser representative (or its affiliates)
    and the Company (or its affiliates) that is mutually understood to be contemplated, or that has existed at any time during
    the previous two years, and any compensation received or to be received as a result of such relationship.
	 	 
	 	 
	 	(name
    of Purchaser Representative)
	 	 
	 	 
	 	(address
    of Purchaser Representative)
	 	 
	 	If
    the Optionee utilizes a purchaser representative, this Questionnaire must be accompanied by a completed and signed purchaser
    representative Questionnaire, a copy of which can be obtained from the Company upon request.


 




    	 	 	 



    	 	E-2	 



    

 


FOR
INDIVIDUAL INVESTORS


 


	1.	Name:
    	 
	 	 	          
	2.	Residential Address & Telephone Number: 
	 	 
	 	 



 


	3.	Length
    of Residence in State of Residence: 	 



 


	4.	U.S.
    Citizen: _____ Yes _____ No


 


	5.	Social
    Security Number: 	 



 


	6.	Business
    Address & Telephone Number: 	 
	 	 
	 	 


 


	7.	Preferred
    Mailing Address: _____ Residence _____ Business


 


	8.	Date
    of Birth: 	 



 


	9.	Employer
    and Position: 	 



 


	10.	Name
    of Business: 	 



 


	11.	Business
    or Professional Education and Degrees:	 	 	 	 



 


	 	School	 	Degree	 	Year
    Received
	 	 
	 	 
	 	 	 	 	 	 
	12.	Prior
    Employment (last 5 years):	 	 	 	 
	 	 	 	 	 	 
	 	Employer	 	Nature
    of Duties	 	Dates
    of Employment
	 	 
	 	 
	 	 
	 	 


 




    	 	 	 



    	 	E-3	 



    

 


13.     Relationship
to the Company, if any: ________________________________________________________


 


	14.	Is the Optionee an officer of director of a publicly-held
company?




 


	____	Yes	____	No


 


If
yes, specify company: __________________________________________________________________


 


	15.	Does
                                         the Optionee beneficially own 10% or more of the voting securities of a publicly-held
                                         company?



 


	____	Yes	_____	No


 


If
yes, specify company: __________________________________________________________________


 


	16.	Within
                                         the last 5 years, has the Optionee personally invested in investments sold by means of
                                         private placements in reliance on exemptions from registration under the Securities Act
                                         and state securities laws?



 


	____	Yes	_____	No


 


	17.	Prior
                                         investments by the Optionee which were purchased in reliance on exemptions from registration
                                         under the Securities Act and State securities laws (initial the highest number applicable):



 


Amount
(Cumulative)


 


	Real
    Estate:	 	Up
    to	 	$50,000
    to	 	Over
	None:
    _____	 	$50,000
    _____	 	$250,000
    _____	 	$250,000
    _____
	 	 	 	 	 	 	 
	Securities:	 	Up
    to	 	$50,000
    to	 	Over
	None:
    _____	 	$50,000
    _____	 	$250,000
    _____	 	$250,000
    _____
	 	 	 	 	 	 	 
	Other:	 	Up
    to	 	$50,000
    to	 	Over
	None:
    _____	 	$50,000
    _____	 	$250,000
    _____	 	$250,000
    _____


 


	18.	Does the Optionee consider itself to be an experienced
and sophisticated investor?




 


	____	Yes	_____	No


 


	 	If
    so, please provide evidence of investment sophistication and/or experience:
	 	 
	 	 


 


	19.	Does
                                         the Optionee, or any person authorized to execute this Questionnaire, consider itself
                                         to have such knowledge of the Company and its business and such experience in financial
                                         and business matters to enable it to evaluate the merits and risks of an investment in
                                         the Securities and the Company, should the Optionee be given an opportunity to so invest?



 


	____	Yes	_____	No


 






    	 	 	 



    	 	E-4	 



    

 








	20.	If
                                         the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s
                                         combined gross income during the preceding two years (initial the highest number applicable):



 


	 	2017	 	 	2016
	 	 	 	 	 
	_____	Less
    than $75,000	 	_____	Less
    than $75,000
	 	 	 	 	 
	_____	$75,001
    to $100,000	 	_____	$75,001
    to $100,000
	 	 	 	 	 
	_____	$100,001
    to $200,000	 	_____	$100,001
    to $200,000
	 	 	 	 	 
	_____	$200,001
    to $300,000	 	_____	$200,001
    to $300,000
	 	 	 	 	 
	_____	$Over
    $300,000	 	_____	$Over
    $300,000


 


		21.	If
                                         the Optionee is an individual, please indicate the Optionee’s and his/her spouse’s
                                         combined estimated net worth (exclusive of home, home furnishings and personal automobiles)
                                         (initial the highest number applicable):



 


	_____	Less
    than $100,000	 	_____	$300,0001
    to $500,000
	 	 	 	 	 
	_____	$100,001
    to $200,000	 	_____	$500,001
    to $1,000,000
	 	 	 	 	 
	_____	$200,001
    to $300,000	 	_____	Over
    $1,000,000


 


	22.	Regardless of the amount of the proposed investment:




 


		(a)	Will
                                         the Optionee’s proposed investment exceed 10% of its individual net worth, or the
                                         Optionee’s joint net worth with its spouse as determined in paragraph 21 above?



 


	____	Yes	_____	No


 


		(b)	Will
                                         the Optionee be able to bear the economic risk of its investment in this transaction?



 


	____	Yes	_____	No


 


	23.	Please
                                         provide answers to the following questions.



 


	 	(a)	State total assets of the Optionee, including cash, stocks and bonds, automobiles, real estate, and any other assets:
	 	 	 	 
	 	 	$	       
	 	 	 	 
	 	(b)	State total liabilities of the Optionee including real estate indebtedness, accounts payable, taxes payable and any other liabilities:
	 	 	 	 
	 	 	$	 
	 	 	 	 
	 	(c)	State annual income of the Optionee including salary, securities income, rental income and any other income:
	 	 	 	 
	 	 	$	 


 




    	 	 	 



    	 	E-5	 



    

 


	 	(d)	State annual expenses of the Optionee, excluding ordinary living expenses, including real estate payments, rent, property taxes and other expenses:
	 	 	 	 
	 	 	$	     
	 	 	 	 
	 	(e)	Does the Optionee expect the amount of its assets, liabilities, income and expenses, as stated above, to be subject to significant change in the future:


 


	____	Yes	_____	No


 


	 	If
    yes, explain:
	 	 
	 	 


 


All
information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire,
the Optionee agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to
establish the availability, under the Securities Act or applicable state securities law, of exemption from registration in connection
with the issuance of the Securities hereunder.


 


By
completing this Questionnaire, the Optionee authorizes the indirect collection of this information by each applicable regulatory
authority or regulator and acknowledges that such information is made available to the public under applicable laws.


 


DATED
as of _______ day of __________, 20____.


 


	 	 	 
	 	 	Print
    Name of Optionee
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Social
    Security/Tax I.D. No.


 




    	 	 	 



    	 	F-1	 



    

 


SCHEDULE
F


 


ACKNOWLEDGEMENTS
and Representations and warranties OF THE OPTIONEE


 


Capitalized
terms used in this Acknowledgements and Representations and Warranties of the Optionee and not specifically defined have the meaning
ascribed to them in the Stock Option Agreement between the undersigned (the “Optionee”) and ICOX Innovations
Inc. (the “Company”) to which this Schedule F is attached.


 


The
Optionee acknowledges and agrees that:


 


		(a)	the
                                         Securities have not been registered under the 1933 Act or under any state securities
                                         or “blue sky” laws of any state of the United States, and are being offered
                                         only in a transaction not involving any public offering within the meaning of the 1933
                                         Act, and, unless so registered, may not be offered or sold in the United States or to
                                         U.S. Persons, except pursuant to an effective registration statement under the 1933 Act,
                                         or pursuant to an 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;



 


		(b)	the
                                         Company will refuse to register any transfer of the Securities not made in accordance
                                         with the provisions of Regulation S, 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;



 


		(c)	the
                                         decision to execute this Agreement and acquire the Securities hereunder has not been
                                         based upon any oral or written representation as to fact or otherwise made by or on behalf
                                         of the Company and such decision is based solely upon a review of publicly available
                                         information regarding the Company that is available on the website of the United States
                                         Securities and Exchange Commission (the “SEC”) at www.sec.gov (the
                                         “Company Information”);



 


		(d)	there
                                         are risks associated with an investment in the Securities;



 


		(e)	the
                                         Optionee and the Optionee’s advisor(s) (if applicable) have had a reasonable opportunity
                                         to ask questions of and receive answers from the Company in connection with the distribution
                                         of the Securities hereunder, and to obtain additional information, to the extent possessed
                                         or obtainable without unreasonable effort or expense, necessary to verify the accuracy
                                         of the information about the Company;



 


		(f)	the
                                         books and records of the Company were available upon reasonable notice for inspection,
                                         subject to certain confidentiality restrictions, by the Optionee during reasonable business
                                         hours at its principal place of business, and all documents, records and books in connection
                                         with the distribution of the Securities hereunder have been made available for inspection
                                         by the Optionee, the Optionee’s attorney and/or advisor(s) (if applicable);



 


		(g)	the
                                         Company, its officers, directors, counsel and agents are entitled to rely upon the truth
                                         and accuracy of the acknowledgements, representations, warranties, statements, answers,
                                         covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements,
                                         representations, warranties, statements, answers, covenants, and agreements should become,
                                         by the passage of time after the date of this Agreement, no longer accurate or should
                                         be breached, the Optionee shall promptly notify the Company, and the Optionee will hold
                                         harmless the Company from any loss or damage it may suffer as a result of the Optionee’s
                                         failure to correctly complete or comply with the terms of this Agreement;



 




    	 	 	 



    	 	F-2	 



    

 


		(h)	the
                                         Optionee has been advised to consult its own legal, tax and other advisors with respect
                                         to the merits and risks regarding the exercise of the Options and the issuance of the
                                         Optioned Shares and with respect to applicable resale restrictions and it is solely responsible
                                         (and the Company is in not any way responsible) for compliance with applicable resale
                                         restrictions;



 


		(i)	the
                                         Company has advised the Optionee that the Company is relying on an exemption from the
                                         registration and prospectus requirements of applicable securities laws and, as a consequence
                                         of acquiring the Securities pursuant to this exemption, certain protections, rights and
                                         remedies provided by the applicable securities laws, including statutory rights of rescission
                                         or damages, will not be available to the Optionee;



 


		(j)	the
                                         Optionee will indemnify and hold harmless the Company and, where applicable, its directors,
                                         officers, employees, agents, advisors and shareholders, from and against any and all
                                         loss, liability, claim, damage and expense whatsoever (including, but not limited to,
                                         any and all fees, costs and expenses whatsoever reasonably incurred in investigating,
                                         preparing or defending against any claim, lawsuit, administrative proceeding or investigation
                                         whether commenced or threatened) arising out of or based upon any representation or warranty
                                         of the Optionee contained herein or in any document furnished by the Optionee to the
                                         Company in connection herewith being untrue in any material respect or any breach or
                                         failure by the Optionee to comply with any covenant or agreement made by the Optionee
                                         to the Company in connection therewith;



 


		(k)	the
                                         Securities are not listed on any stock exchange or automated dealer quotation system
                                         and no representation has been made to the Optionee that any of the Securities will become
                                         listed on any stock exchange or automated dealer quotation system, except that currently
                                         certain market makers make market in the shares of the Company’s common stock on
                                         the OTC Pink;



 


		(l)	neither
                                         the SEC nor any other securities commission or similar regulatory authority has reviewed
                                         or passed on the merits of the Securities;



 


		(m)	no
                                         documents in connection with this Agreement have been reviewed by the SEC or any state
                                         securities administrators;



 


		(n)	there
                                         is no government or other insurance covering any of the Securities; and



 


		(o)	this
                                         Agreement is not enforceable by the Optionee unless it has been accepted by the Company.



 


REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE OPTIONEE


 


The
Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall
survive the closing) that:


 


		(a)	the
                                         Optionee is a bona fide director, officer, employee, independent contractor or consultant
                                         of the Company, Parent or Subsidiary;



 


		(b)	unless
                                         the Optionee has completed Schedule D or E, the Optionee is not acquiring the Securities
                                         for the account or benefit of, directly or indirectly, any U.S. Person;



 


		(b)	unless
                                         the Optionee has completed Schedule D or E, the Optionee is not a U.S. Person;



 


		(c)	the
                                         acquisition of the Securities by the Optionee as contemplated in this Agreement complies
                                         with or is exempt from the applicable securities legislation of the jurisdiction of residence
                                         of the Optionee;



 




    	 	 	 



    	 	F-3	 



    

 


		(d)	the
                                         Optionee has not acquired or is not acquiring the Securities as a result of, and will
                                         not itself engage in, any “directed selling efforts” (as defined in Regulation
                                         S under the 1933 Act) in the United States in respect of the 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 the
                                         Securities; provided, however, that the Optionee may sell or otherwise dispose of the
                                         Securities pursuant to registration thereof under the 1933 Act and any applicable state
                                         and provincial securities laws or under an exemption from such registration requirements;



 


		(e)	unless
                                         the Optionee has completed Schedule D or E, the Optionee is outside the United States
                                         when receiving and executing this Agreement and is acquiring the Securities as principal
                                         for the Optionee’s own account, for investment purposes only, and not with a view
                                         to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and,
                                         in particular, it has no intention to distribute either directly or indirectly any of
                                         the Securities in the United States or to U.S. Persons, and no other person has a direct
                                         or indirect beneficial interest in such Securities;



 


		(f)	if
                                         the Optionee is not resident in the United States or Canada, the Optionee:



 


		(i)	is
                                         knowledgeable of, or has been independently advised as to, the applicable securities
                                         laws of the securities regulators having application in the jurisdiction in which the
                                         Optionee is resident (the “International Jurisdiction”) which would
                                         apply to the granting of the Option and the issue, sale or resale of the Optioned Shares;



 


		(ii)	the
                                         Optionee is acquiring the Option or the Optioned Shares pursuant to exemptions from prospectus
                                         or equivalent requirements under applicable securities laws or, if such is not applicable,
                                         the Optionee is permitted to acquire the Option or the Optioned Shares under the applicable
                                         securities laws of the securities regulators in the International Jurisdiction without
                                         the need to rely on any exemptions;



 


		(iii)	the
                                         applicable securities laws of the authorities in the International Jurisdiction do not
                                         require the Company to make any filings or seek any approvals of any kind whatsoever
                                         from any securities regulator of any kind whatsoever in the International Jurisdiction
                                         in connection with the granting of the Option or the issue, sale or resale of the Optioned
                                         Shares; and



 


		(iv)	the
                                         granting of the Option or the issue, sale or resale of the Optioned Shares does not trigger:



 


		A.	any
                                         obligation to prepare and file a prospectus or similar document, or any other report
                                         with respect to such purchase in the International Jurisdiction; or



 


		B.	any
                                         continuous disclosure reporting obligation of the Optionee or the Company in the International
                                         Jurisdiction; and



 


		(v)	the
                                         Optionee will, if requested by the Company, deliver to the Company a certificate or opinion
                                         of local counsel from the International Jurisdiction which will confirm the matters referred
                                         to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting
                                         reasonably;



 


		(g)	the
                                         Optionee has received and carefully read this Agreement and the Company Information;



 




    	 	 	 



    	 	F-4	 



    

 


		(h)	the
                                         Optionee has received a brief description of the Securities and the Optionee understands
                                         that the proceeds from the exercise of the Options will be used by the Company as working
                                         capital for general corporate purposes;



 


		(i)	the
                                         Optionee has duly executed and delivered this Agreement and it constitutes a valid and
                                         binding agreement of the Optionee enforceable against the Optionee in accordance with
                                         its terms;



 


		(j)	the
                                         Optionee has the legal capacity and competence to enter into and execute this Agreement
                                         and to take all actions required pursuant hereto and, if the Optionee is a corporation,
                                         it is duly incorporated and validly subsisting under the laws of its jurisdiction of
                                         incorporation and all necessary approvals by its directors, shareholders and others have
                                         been obtained to authorize execution and performance of this Agreement on behalf of the
                                         Optionee;



 


		(k)	the
                                         Optionee:



 


		(i)	has
                                         adequate net worth and means of providing for its current financial needs and possible
                                         personal contingencies,



 


		(ii)	has
                                         no need for liquidity in this investment, and



 


		(iii)	is
                                         able to bear the economic risks of an investment in the Securities for an indefinite
                                         period of time, and can afford the complete loss of such investment;



 


		(l)	the
                                         Optionee has the requisite knowledge and experience in financial and business matters
                                         as to be capable of evaluating the merits and risks of the investment in the Securities
                                         and the Company, and the Optionee is providing evidence of such knowledge and experience
                                         in these matters through the information requested in this Agreement;



 


		(m)	the
                                         Optionee is aware that an investment in the Company is speculative and involves certain
                                         risks, including the possible loss of the investment, and the Optionee has carefully
                                         read and considered the matters set forth under the caption “Risk Factors”
                                         appearing in the Company’s various disclosure documents, filed with the SEC;



 


		(n)	the
                                         entering into of this Agreement and the transactions contemplated hereby do not result
                                         in the violation of any of the terms and provisions of any law applicable to, or, if
                                         applicable, the constating documents of, the Optionee, or of any agreement, written or
                                         oral, to which the Optionee may be a party or by which the Optionee is or may be bound;



 


		(o)	the
                                         Optionee is purchasing the Securities for its own account for investment purposes only
                                         and not for the account of any other person and not for distribution, assignment or resale
                                         to others, and no other person has a direct or indirect beneficial interest is such Securities,
                                         and the Optionee has not subdivided his interest in the Securities with any other person;



 


		(p)	the
                                         Optionee is not an underwriter of, or dealer in, the shares of the Company’s common
                                         stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise,
                                         in the distribution of the Securities;



 


		(q)	the
                                         Optionee understands and agrees that the Company and others will rely upon the truth
                                         and accuracy of the acknowledgements, representations, statements, answers and agreements
                                         contained in this Agreement, and agrees that if any of such acknowledgements, representations,
                                         statements, answers and agreements are no longer accurate or have been breached, the
                                         Optionee shall promptly notify the Company;



 


		(r)	the
                                         Optionee has made an independent examination and investigation of an investment in the
                                         Securities and the Company and has depended on the advice of its legal and financial
                                         advisors and agrees that the Company will not be responsible in anyway whatsoever for
                                         the Optionee’s decision to acquire the Securities;



 




    	 	 	 



    	 	F-5	 



    

 


		(s)	the
                                         Optionee is not aware of any advertisement of any of the Securities and is not acquiring
                                         the Securities as a result of any form of general solicitation or general advertising
                                         including advertisements, articles, notices or other communications published in any
                                         newspaper, magazine or similar media or broadcast over radio or television, or any seminar
                                         or meeting whose attendees have been invited by general solicitation or general advertising;



 


		(t)	the
                                         Optionee has either (a) a pre-existing personal or business relationship with the Company
                                         or any of its partners, officers, directors, or controlling persons consisting of personal
                                         or business contacts of a nature and duration which enable the Optionee to be aware of
                                         the character, business acumen and general business and financial circumstances of the
                                         Company or any such partner, officer, director, or controlling person with whom such
                                         relationship exists or (b) such business or financial expertise as to be able to protect
                                         the Otpionee’s own interests in connection with the acquisition of the Securities;
                                         and



 


		(u)	no
                                         person has made to the Optionee any written or oral representations:



 


		(i)	that
                                         any person will resell or repurchase any of the Securities,



 


		(ii)	that
                                         any person will refund the purchase price of any of the Securities,



 


		(iii)	as
                                         to the future price or value of any of the Securities, or



 


		(iv)	that
                                         any of the Securities will be listed and posted for trading on any stock exchange or
                                         automated dealer quotation system or that application has been made to list and post
                                         any of the Securities of the Company on any stock exchange or automated dealer quotation
                                         system, except that currently certain market makers make market in the shares of the
                                         Company’s common stock on the OTC Pink.



 


DATED
as of ______ day of ______________, 20____.


 


	 	 	 
	 	 	Print
    Name of Optionee
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Social
    Security/Tax I.D. No.