Lithium Exploration Group, Inc. - Exhibit 10.127 - Filed by newsfilecorp.com





NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES 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 IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT 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. 

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT 

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
"Agreement") is made effective as of the 3rd day of August, 2017.


Lithium Exploration Group, Inc. (the “Company”) 

WHEREAS: 

A.                     
The Company is indebted to JDF Capital Inc. (the "Subscriber") in
principal amount of US$708,000 and accrued and unpaid interest (the
"Indebtedness") as at the date hereof as a result of a Convertible
Redeemable Note due September 19, 2017 (the “Note”); 

B.                     
The Subscriber wishes to subscribe for Series C Convertible Preferred Shares
(the "Series C Shares") and shares of common stock (the “Common
Shares”) in the capital stock of the Company as follows: 

	70,000,000 Series C Shares at a deemed price of US$0.0101 per Series C
  Share for an aggregate deemed cost equal to the Indebtedness under the Note in
  settlement of the Indebtedness. 


(the "Subscription Proceeds");


C.                     
In lieu of receiving cash as payment of the Indebtedness and accrued and unpaid
interest, the Subscriber has agreed to accept the Series C Shares for the
principal, and accrued and unpaid interest, as payment of the Indebtedness
pursuant to the terms and conditions set forth in this Agreement; and 

D.                     
In lieu of receiving cash in payment of the Indebtedness portion of the
Subscription Proceeds, the Company is willing to apply the Indebtedness in
payment of the Subscription Proceeds. 

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 




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1.                       
Interpretation 

1.1                     
In this Agreement, words importing the singular number only shall include the
plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities of any kind whatsoever. 

1.2                     
Any reference to currency is to the currency of the United States of America
unless otherwise indicated. 

2.                      
 Acknowledgement of Indebtedness 

2.1                     
The Company and the Subscriber acknowledge and agree that the Company is
indebted to the Subscriber in the amount of the Indebtedness. 

3.                       
Payment of Indebtedness 

3.1                     
As full and final payment of the Indebtedness and accrued interest to the
Subscriber, and as payment of the Subscription Proceeds, the Company will on the
Closing Date (as defined herein) issue to the Subscriber the Series C Shares, as
fully paid and non-assessable, and the Subscriber will accept the Series C
Shares as full and final payment of the Indebtedness. 

4.                       
Release 

4.1                     
The Subscriber hereby agrees that upon delivery of the Series C Shares by the
Company in accordance with the provisions of this Agreement, the Indebtedness
and accrued interest will be fully satisfied and extinguished, and the
Subscriber will remise, release and forever discharge the Company and its
respective directors, officers, employees, successors, solicitors, agents and
assigns from any and all obligations relating to the Indebtedness and accrued
interest. 

5.                       
Exchange of the Series C Shares for reinstatement of Debt
Obligation 

5.1                     
At any time following 120 days from the date of issuance of the Series C Shares,
the Subscriber shall have the right to require the Company to redeem the Series
C Shares and the Company shall issue another convertible redeemable note on
substantially the same terms as the last convertible redeemable note issued by
the company prior to the conversionwith the exception that the Company shall
have the ability to repay such reinstated indebtedness at any time prior to
maturity for 125% of the amount due. 

5.2                     
Any Series C Shares not converted or redeemed prior to the first anniversary of
the date of issuance shall be cancelled, and a convertible redeemable note
pursuant to section 5.1 above shall be issued by the Company for the pro rata
amount of indebtedness that remains outstanding.

6.                       
Documents Required from Subscriber 

6.1                     
The Subscriber must complete, sign and return to the Company an executed copy of
this Agreement. 

6.2                     
The Subscriber must complete, sign and return to the Company an executed copy of
Schedule A to this Agreement. 

6.3                     
The Subscriber 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, stock exchanges and
applicable law. 




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7.                       
Closing 

7.1                     
Closing of the offering of the Series C Shares (the "Closing") shall occur on or
before August 3rd, 2017, or on such other date as may be determined by the
Company (the "Closing Date"). 

8.                       
Acknowledgements of Subscriber 

8.1                     
The Subscriber acknowledges: 

	 	(a) 	
      no agency, governmental authority, regulatory body, stock
      exchange or other entity has made any finding or determination as to the
      merit for investment of, nor have any such agencies or governmental
      authorities, regulatory bodies, stock exchanges or other entities made any
      recommendation or endorsement with respect to, the Series C
  Shares;

	 	 	 
	 	(b) 	
      the sale and delivery of the Series C Shares is
      conditional upon such sale being exempt from the prospectus filing and
      registration requirements, and being exempt from the requirement to
      deliver an offering memorandum in connection with the distribution of the
      Series C Shares under the applicable securities laws or upon the issuance
      of such orders, consents or approvals as may be required to permit such
      sale without the requirement of filing a prospectus or registration
      statement;

	 	 	 
	 	(c) 	
      none of the Series C Shares have been or will be
      registered under the 1933 Act or the securities laws of any state and the
      Series C Shares may not be offered or sold, directly or indirectly, in the
      United States to, or for the account or benefit of, a U.S. Person or a
      person in the United States unless registered under the 1933 Act and the
      securities laws of all applicable states or unless an exemption from such
      registration requirements is available, and the Company has no obligation
      or present intention of filing a registration statement under the U.S.
      Securities Act in respect of any of the Series C Shares ;

	 	 	 
	 	(d) 	
      the Subscriber may not offer, sell or transfer the Series
      C Shares within the United States or to, or for the account or benefit of,
      a U.S. Person, unless the Series C Shares are registered under the 1933
      Act and the securities laws of all applicable states or an exemption from
      such registration requirements is available;

	 	 	 
	 	(e) 	
      the acquisition of the Series C Shares has not been made
      through or as a result of any “general solicitation or general
      advertising” (as such terms are used in Rule 502(c) of Regulation D) the
      distribution of the Series C Shares has not been accompanied by any
      advertisement, including, without limitation, in printed public media,
      radio, television or telecommunications, including electronic display, or
      as part of a general solicitation;

	 	 	 
	 	(f) 	
      the certificates evidencing the Series C Shares will bear
      a legend regarding restrictions on transfer as required pursuant to
      applicable Securities Laws, including applicable federal and state
      securities laws of the United States;

	 	 	 
	 	(g) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company regarding the offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      Company information, or any business plan, corporate profile or any other
      document provided to the Subscriber;

	 	 	 
	 	(h) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or
advisor(s);







- 4 - 

	 	(a) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective 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 Subscriber contained herein, the Agreement or in any other document
      furnished by the Subscriber to the Company in connection herewith, being
      untrue in any material respect or any breach or failure by the Subscriber
      to comply with any covenant or agreement made by the Subscriber to the
      Company in connection therewith;

	 	 	 
	 	(b) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Series C Shares ;

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

	 	 	 
	 	(i) 	
      there is no government or other insurance covering any of
      the Series C Shares ;

	 	 	 
	 	(j) 	
      the Company is relying on an exemption from the
      requirements to provide the Subscriber with a prospectus or registration
      statement and to sell securities through a person or company registered to
      sell securities under the securities laws or other applicable securities
      legislation and, as a consequence of acquiring Series C Shares pursuant to
      this exemption, certain protections, rights and remedies provided by the
      securities laws or other applicable securities legislation including
      statutory rights of rescission or damages, will not be available to the
      Subscriber; and

	 	 	 
	 	(k) 	
      no person has made to the Subscriber any written or oral
      representations:




	 	(i) 	
      that any person will resell or repurchase the Series C
      Shares;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of the
      Series C Shares; or

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the Series C
      Shares.



9.                      
 Representations, Warranties and Covenants of the Subscriber


9.1                     
The Subscriber hereby represents and warrants to the Company (which
representations and warranties shall survive the Closing) that: 

	 	(a) 	
      the Subscriber is resident in the United
States;

	 	 	 
	 	(b) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(c) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Subscriber 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 Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber (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 Series C
      Shares for an indefinite period of time, and can afford the complete loss
      of such investment;







- 5 - 

	 	(e) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(f) 	
      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 Subscriber, or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(g) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;

	 	 	 
	 	(h) 	
      the Subscriber 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 Series C Shares and the Company,
      and the Subscriber is providing evidence of such knowledge and experience
      in these matters through the information requested in this
    Agreement;

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

	 	 	 
	 	(j) 	
      all information contained in this Agreement is complete
      and accurate and may be relied upon by the Company, and the Subscriber
      will notify the Company immediately of any material change in any such
      information occurring prior to the closing of the issuing of the Series C
      Shares ;

	 	 	 
	 	(k) 	
      the Subscriber is receiving the Series C Shares 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
      Series C Shares, and the Subscriber has not subdivided his interest in the
      Series C Shares with any other person;

	 	 	 
	 	(l) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Series C Shares ;

	 	 	 
	 	(m) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Series C Shares 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
      Subscriber's decision to invest in the Series C Shares and the
    Company;

	 	 	 
	 	(n) 	
      if the Subscriber is receiving the Series C Shares as a
      fiduciary or agent for one or more investor accounts, the investor
      accounts for which the Subscriber acts as a fiduciary or agent satisfy the
      definition of an "Accredited Investor", as the term is defined under
      Regulation D of the 1933 Act;

	 	 	 
	 	(o) 	
      if the Subscriber is receiving the Series C Shares as a
      fiduciary or agent for one or more investor accounts, the Subscriber has
      sole investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Series C Shares and is not receiving the Series C Shares 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; and

	 	 	 
	 	(q) 	
      no person has made to the Subscriber any written or oral
      representations:







- 6 - 

	 	(i) 	
      that any person will resell or repurchase any of the
      Series C Shares ;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Series C Shares ;

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the Series C
      Shares; or

	 	 	 
	 	(iv) 	
      that any of the Series C Shares 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 Series C Shares
      of the Company on any stock exchange or automated dealer quotation
      system.



9.2                     
The Subscriber hereby covenants with the Company (which covenants shall survive
the Closing) that: 

	 	(a) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Series C Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(b) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective 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 Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith; and

	 	 	 
	 	(c) 	
      the Subscriber will not offer or sell any of the Series C
      Shares in the United States or, directly or indirectly, to U.S. Persons
      except in accordance with the provisions of Regulation S, 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 and provincial securities laws.



9.3                     
In this Agreement, the term "U.S. Person" shall have the meaning ascribed
thereto in Regulation S. 

10.                     
Representations and Warranties will be Relied Upon by the Company


10.1                   
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to receive the Series C Shares under
applicable securities legislation, or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to receive the Series C Shares under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Series C Shares on the
Closing Date, it will be representing and warranting that the representations
and warranties contained herein are true and correct as at the Closing Date with
the same force and effect as if they had been made by the Subscriber on the
Closing Date and that they will survive the receipt by the Subscriber of Series
C Shares and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber of such Series C Shares. 

11.                     
Resale Restrictions 

11.1                   
The Subscriber acknowledges that any resale of the Series C Shares will be
subject to resale restrictions contained in the securities legislation
applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Series C Shares have not been
registered under the 1933 Act of the securities laws of any state of the United
States. The Series C Shares may not be offered or sold in the United States
unless registered in accordance with United States federal securities laws and
all applicable state and provincial securities laws or exemptions from such
registration requirements are available. 




- 7 - 

11.2                    The
Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Series C Shares by the Subscriber may be imposed
by securities laws in addition to any restrictions referred to in Section 11.1
above. 

12.                     
Acknowledgement and Waiver 

12.1                    The
Subscriber has acknowledged that the decision to receive the Series C Shares was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Series C Shares. 

13.                     
Legending and Registration of Subject Series C Shares 

13.1                    The
Subscriber hereby acknowledges that a legend may be placed on the certificates
representing any of the Series C Shares to the effect that the Series C Shares
represented by such certificates are subject to a hold period and may not be
traded until the expiry of such hold period except as permitted by applicable
securities legislation. 

13.2                   
The Subscriber 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. 

14.                     
Costs 

14.1                    The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the receipt of the Series C Shares shall be borne
by the Subscriber. 

15.                     
Governing Law 

15.1                    This
Agreement is governed by the laws of the State of New Jersey and the federal
laws of the United States applicable therein.

16.                     
Survival 

16.1                    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
receipt of the Series C Shares by the Subscriber. 

17.                     
Assignment 

17.1                    This
Agreement is not transferable or assignable. 

18.                     
Execution 

18.1                    The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Agreement and acceptance by the Company of such facsimile
copy shall be equally effective to create a valid and binding agreement between
the Subscriber and the Company in accordance with the terms hereof. 




- 8 - 

19.                     
Severability 

19.1                    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. 

20.                     
Entire Agreement 

20.1                    Except
as expressly provided in this Agreement and in the agreements, instruments and
other documents contemplated or provided for herein, this Agreement contains the
entire agreement between the parties with respect to the receipt of the Series C
Shares and there are no other terms, conditions, representations or warranties,
whether expressed, implied, oral or written, by statute or common law, by the
Company or by anyone else. 

21.                     
Notices 

21.1                   
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
the signature page of this Agreement and notices to the Company shall be
directed to it at __________________________________________, Attention the
President, Telephone number ____________. 




- 9 - 

22.                     
Counterparts 

22.1                   
This Agreement may be executed in any number of counterparts, each of which,
when so executed and delivered, shall constitute an original and all of which
together shall constitute one instrument. 

DELIVERY INSTRUCTIONS

	1. 	Delivery - please deliver the
      certificates to: 
	  	  
	 	 
	 	 
	 	 
	  	  
	2. 	Registration - registration of
      the certificates which are to be delivered at closing should be made as
      follows: 
	 	 
	 	 
	  	(name) 
	 	 
	 	 
	  	(address) 
	 	 
	
      3. 
	
      The undersigned hereby acknowledges that it will deliver
      to the Company all such additional completed forms in respect of the
      Subscriber's receipt of the Series C Shares as may be required for filing
      with the appropriate securities commissions and regulatory authorities.
      



IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement effective as of the date first above mentioned. 

	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	 
	 	 
	 	(Country of Subscriber)







- 10 - 

A C C E P T A N C E 

The above-mentioned Agreement in respect of the Series C Shares
is hereby accepted by LITHIUM EXPLORATION GROUP, INC. 

DATED at Tempe, Arizona effective the 3rd day of August, 2017.

 




SCHEDULE A 

UNITED STATES 
ACCREDITED INVESTOR QUESTIONNAIRE



All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Series C
Shares of the Issuer. The purpose of this Questionnaire is to assure the Company
that each Subscriber will meet the standards imposed by the 1933 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 Securities will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Securities or any other securities of the Company in any state
other than those specifically authorized by the Issuer. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Securities hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of  “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber 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 US $5,000,000.
      

	 	  	     
	__________	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase exceeds US
      $1,000,000, calculated by (i) not including the person’s primary residence
      as an asset; (ii) not including indebtedness that is secured by the
      person's primary residence, up to the estimated fair market value of the
      primary residence at the time of the sale of the securities as a liability
      (except that if the amount of such indebtedness outstanding at the time of
      the sale of securities exceeds the amount outstanding 60 days before such
      time, other than as a result of the acquisition of the primary residence,
      the amount of such excess shall be included as a liability); and (iii)
      including indebtedness that is secured by the person's primary residence
      in excess of the estimated fair market value of the primary residence at
      the time of the sale of the securities as a liability. 

	 	  	     
	__________	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $360,000 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 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 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 1933 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
      361(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. 







- 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 Issuer. 

	 	  	     
	__________	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 1933 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 prospective Subscriber claiming to satisfy one of the
above categories of Accredited Investor may be required to supply the Issuer
with a balance sheet, prior years’ federal income tax returns or other
appropriate documentation to verify and substantiate the Subscriber’s status as
an Accredited Investor. 

If the Subscriber is an entity which initialled Category 8 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:

	 
	
      The Subscriber hereby certifies that the information
      contained in this Questionnaire is complete and accurate and the
      Subscriber will notify the Issuer promptly of any change in any such
      information. If this Questionnaire is being completed on behalf of a
      corporation, partnership, trust or estate, the person executing on behalf
      of the Subscriber represents that it has the authority to execute and
      deliver this Questionnaire on behalf of such entity.




IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ___ day of _______________, 2017. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	 	 	 
	Type of Entity