UNITED STATES


UNANIMOUS
WRITTEN CONSENT OF DIRECTORS

OF

NATCORE TECHNOLOGY, INC.


          The
undersigned persons, being ail the members of the Board of Directors of Natcore
Technology, Inc., a corporation
organized and existing under the laws of the Province of British Columbia (the
“Corporation”), sign this instrument
in lieu of holding a special meeting of the Board of Directors (the “‘Board’’)
to evidence their consent to the
resolutions set forth below, with the same force and effect as if such
resolutions were adopted at a duly called meeting of the Board.


          WHEREAS,
that the employment contract for the Corporation’s current President and Chief
Executive Officer, Charles R. Provini (“Employee”) expires on May 8,
2012; and


          WHEREAS,
the Board of Directors has determined to continue Employee’s employment by the
Company pursuant to the terms and
conditions of the Employment Agreement attached hereto as Exhibit A (the
“Employment Agreement”); and


          WHEREAS,
the Compensation Committee of the Board has approved the attached Employment Agreement, and Employee has informed that Board
that the terms and conditions set forth therein are acceptable to Employee;


          NOW,
THEREFORE, BE IT:


          RESOLVED,
that the Employment Agreement, as attached hereto as Exhibit A, is hereby
approved and adopted in the form reviewed by the Board; and be it
further


          RESOLVED,
that the proper officers of the Corporation be, and hereby are, authorized,
empowered, and directed to prepare, enter into, execute, and deliver the
Employment Agreement to Charles R. Provini for his execution thereof; and be it
further


GENERAL
AUTHORIZATION AND RATIFICATION


          RESOLVED,
that the execution by any of said officers, of any document authorized by the
foregoing resolutions or any documents executed in the accomplishment of any
action or actions so authorized, is (or shall become upon delivery) the enforceable and binding act and obligation of
the Corporation, without the necessity of the signature or attestation of
the corporate seal; and be it further


          RESOLVED,
that all acts, transactions, or agreements undertaken prior to the adoption of
these resolutions by any of the
officers or representatives of the Corporation in its name in connection with
the foregoing matters are hereby ratified, confirmed and adopted by the
Corporation; and be it further


          RESOLVED,
that this Written Consent is ordered added to the Minute Book of the
Corporation.


          EXECUTED
this 4th day of April 2012.


	
  

 	
  

 	
  

 
	
  

 	
 

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Brien F. Lundin, Director

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 John Meekison, Director

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
 Jhon Calhoun, Director

 	
  

 










EMPLOYMENT AGREEMENT


          This
Employment Agreement (this “Agreement”) is entered into on April 5, 2012
(the “Effective Date”) by and between NATCORE
TECHNOLOGY INC., (hereinafter the “Company”), a company incorporated
pursuant to the laws of the Province of British Columbia and having an office located at located at 87
Maple Avenue, Red Bank, New Jersey, USA, 07701 (the “Company”),
and Charles R. Provini, a resident
of the State of New Jersey residing at 47 Club Way, Red Bank, New Jersey 07701
(“Executive”).


          WHEREAS,
the Company desires to employ Executive and Executive wishes to provide his
services to the Company, subject to the terms and conditions set forth in this
Agreement.


          In
consideration of the foregoing premises and the respective agreements of the
Company and Executive set
forth below, the Company and Executive, intending to be legally bound, agree as
follows:


               1.
Employment. Subject to all the terms and conditions of
this Agreement, Executive’s period of employment under this Agreement shall be
the period commencing on the Effective Date and ending on the second
anniversary of the Effective Date (the “Term”), unless the Executive’s
employment terminates earlier in accordance with Section 11 hereof.


               2.
Position
and Duties.


               (a)
Position with the
Company. While Executive is
employed by the Company during the Term, Executive will serve as President and
Chief Executive Officer, and shall perform such duties and responsibilities as
the Board of Directors of the Company (the “Board”)
will assign to him from time to time. In the capacity of President and Chief
Executive Officer, Executive shall have the functions, duties and
responsibilities customarily associated with the positions Executive holds,
subject to instructions and restrictions imposed by the Bylaws of the Company,
the Board of Directors, or applicable law or regulation.


               (b)
Performance of Duties
and Responsibilities.
Executive will serve the Company faithfully and to the best of his ability and
will devote his full time, attention and efforts to the business of the Company
during his employment. Executive will report to the Board of Directors of the Company or to such other party that may be
designated by the Board. During his employment hereunder, Executive will
not accept other employment or engage in other material business activity,
except as approved in writing by the Board. Executive hereby represents and confirms that he is under no
contractual or legal commitments that would prevent him from fulfilling
his duties and responsibilities as set forth in this Agreement.


               3.
Compensation.


               (a)
Base Salary. While Executive is employed by the Company during the Term, the Company will pay to Executive an annual
base salary of $275,000, less deductions and withholdings, which base
salary will be paid in accordance with the Company’s normal payroll policies
and procedures. During each year after the first year of Executive’s employment
hereunder, the Board will review and may
increase (but not reduce) Executive’s base salary in its sole discretion;
provided, however, that the Company may reduce Executive’s base salary if such reduction
is part of a general, pro-rata reduction in the base salaries of all executives
of the Company implemented as a result of
financial problems experienced by the Company.






               (b)
Bonus. While Executive is employed by the Company
during the Term, Executive will be entitled
to receive bonuses pursuant to any bonus plan approved by the Board.


               (c)
Employee
Benefits.
While Executive is employed by the Company during the Term, Executive will be entitled to
participate in all employee benefit plans and programs of the Company to the
extent that Executive meets the eligibility requirements for each individual
plan or program. The Company provides no assurance as to the adoption or continuance
of any particular employee benefit plan or program, and Executive’s
participation in any such plan or program will be subject to the provisions,
rules and regulations applicable thereto.


               (d)
Expenses. While Executive is employed by the Company
during the Term, the Company will reimburse Executive for all reasonable and
necessary out-of-pocket business, travel and entertainment expenses incurred by
Executive in the performance of the duties and responsibilities hereunder,
subject to the Company’s normal policies and procedures for expense
verification and documentation.


               (e)
Vacation. While Executive is employed by the Company
during the Term, Executive will receive 15
business days paid vacation time off, such time to be taken with the
approval of the Board, at such times so as not to disrupt the operations of the
Company.


               (f)
Options. Executive shall also be entitled to receive
options to purchase up to Five Hundred Thousand (500,000) shares of the Company’s
common stock (the “Stock Options”) as follows: Executive shall receive Stock
Options to purchase One Hundred Thousand (100,000) shares of the Company’s
common stock upon the Company’s receipt of One Million Dollars ($1,000,000) of
net revenue during the Term of Executive’s employment, and Executive shall
receive Stock Options to purchase One Hundred Thousand (100,000) shares of the
Company’s common stock for each additional One Million Dollars ($1,000,000) of
net revenue received by the Company during the Term of Executive’s employment
(up to a maximum of Five Hundred Thousand (500,000) shares of the Company’s
common stock). Options granted under this incentive plan will be priced at the
lowest possible strike price approved by the Toronto Venture Exchange at the
time of the grant.


               4.
Affiliated
Entities.
As used in this Agreement, “Affiliates”
includes the Company and each
corporation, partnership, or other entity which controls the Company, is
controlled by the Company, or is under common control with the Company (in each
case “control” meaning the direct
or indirect ownership of 50% or more of all outstanding equity interests).


2






               5.
Confidential
Information. Except as
permitted by the Company, Executive will not at any time divulge, furnish or
make accessible to anyone or use in any way other than in the ordinary course
of the business of the Company or its Affiliates, any confidential, proprietary or secret knowledge or information of the
Company or its Affiliates that Executive has acquired or will acquire
about the Company or its Affiliates, whether developed by himself or by others,
concerning (i) any trade secrets, (ii) any confidential, proprietary or secret
designs, programs, processes, formulae, plans, devices or material (whether or
not patented or patentable) directly or
indirectly useful in any aspect of the business of the Company or of its
Affiliates, (iii) any customer or supplier lists, (iv) any confidential,
proprietary or secret development or research work, (v) any strategic or other
business, marketing or sales plans, (vi) any financial data or plans, or (viii)
any other confidential or proprietary information or secret aspects of the
business of the Company or of its Affiliates. Executive acknowledges that the
above-described knowledge and information constitutes a unique and valuable
asset of the Company and represents a
substantial investment of time and expense by the Company, and that any
disclosure or other use of such knowledge or information other than for the
sole benefit of the Company or its Affiliates would be wrongful and would cause
irreparable harm to the Company. Executive
will refrain from intentionally committing any acts that would materially reduce
the value of such knowledge or information to the Company or its Affiliates.
The foregoing obligations of confidentiality shall not apply to any knowledge
or information that (i) is now or subsequently becomes generally publicly
known, other than as a direct or indirect result
of the breach of this Agreement, (ii) is independently made available to
Executive in good faith by a third party who has not violated a
confidential relationship with the Company or its Affiliates, or (iii) is
required to be disclosed by law or legal process. Executive understands and
agrees that his obligations under this Agreement to maintain the
confidentiality of the Company’s confidential information are in addition to
any obligations of Executive under applicable statutory or common law.


               6.
Ventures. If, during Executive’s employment with the
Company, Executive is engaged in or provides input into the planning or
implementing of any project, program or
venture involving the Company, all rights in such project, program or venture
belong to the Company. Except as approved in writing by the Board of
Directors of the Company, Executive will
not be entitled to any interest in any such project, program or venture or to
any commission, finder’s fee or other compensation in connection
therewith. Executive will have no interest,
direct or indirect, in any customer or supplier that conducts business with the
Company.


               7.
Noncompetition
and Nonsolicitation Covenants.


               (a)
Agreement Not to Compete. During Executive’s employment with the Company
or any Affiliates and for a period of 12 consecutive months from and after the
termination of Executive’s employment, whether such termination is with or
without cause, or whether such termination is at the instance of Executive or
the Company, Executive will not, directly or indirectly, engage in any
business, in the State of New Jersey or in any other location in which the
Company is then doing business, for the development, sale, service, or
distribution of process or equipment for the manufacture of solar panels (or
any component thereof) or other alternative energy technology products or any
similar business that is competitive with the businesses of the Company or its
Affiliates, including without limitation as a proprietor, principal, agent, partner,
officer, director, stockholder, employee, member of any association, consultant
or otherwise. Ownership by Executive, as a passive investment, of less than
2.5% of the outstanding shares of capital
stock of any corporation listed on a national securities exchange or
publicly traded in the over-the-counter market shall not constitute a breach of
this Section 7(a).


3






               (b)
Agreement Not to Hire. During Executive’s employment with the
Company or any Affiliates and for a period of 12 consecutive months from and
after the termination of Executive’s employment, whether such termination is
with or without cause, or whether such termination is at the instance of
Executive or the Company, Executive will not, directly
or indirectly, hire, engage or solicit any person who is then an employee or
contractor of the Company or who was an employee of the Company at any
time during the six-month period immediately preceding Executive’s termination
of employment, in any manner or capacity, including without limitation as a
proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association,
consultant or otherwise.


               (c)
Agreement Not to
Solicit. During Executive’s
employment with the Company or any Affiliates and for a period of 12
consecutive months from and after the termination of executive’s employment,
whether such termination is with or without cause, or whether such termination
is at the instance of Executive or the Company, Executive will not, directly or indirectly, solicit, request, advise
or induce any current or potential customer, supplier or other business
contact of the Company to cancel, curtail or otherwise adversely change its
relationship with the Company, in any manner or capacity, including without
limitation as a proprietor, principal, agent, partner, officer, director,
stockholder, employee, member of any association, consultant or otherwise.


               (d)
Acknowledgment. Executive hereby acknowledges that the
provisions of this Section 7 are reasonable and necessary to protect the
legitimate interests of the Company and that any violation of this Section 7 by
Executive will cause substantial and irreparable harm to the Company to such an
extent that monetary damages alone would be an inadequate remedy therefor.


               (e)
Blue Pencil Doctrine. If the duration of, the scope of or any
business activity covered by any provision of this Section 7 is in excess of
what is determined to be valid and enforceable under applicable law, such
provision will be construed to cover only that duration, scope or activity that
is determined to be valid and enforceable. Executive hereby acknowledges that this Section 7 will be given
the construction which renders its provisions valid and enforceable to
the maximum extent, not exceeding its express terms, possible under applicable
law.


4






               8.
Patents, Copyrights and Related Matters.


               (a)
Disclosure and Assignment. Executive must immediately disclose to the
Company any and all improvements and inventions that Executive may conceive
and/or reduce to practice individually or jointly or commonly with others while
he is employed with the Company or any of its Affiliates with respect to (i)
any methods, processes or apparatus concerned with the development, use or
production of any type of products, goods or services sold or used by the
Company or its Affiliates, and (ii) any type of products, goods or services
sold or used by the Company or its Affiliates. Any such improvements and
inventions will be the sole and exclusive
property of the Company and Executive shall immediately assign, transfer and
set over to the Company his entire right, title and interest in and to any and
all of such improvement and inventions as are specified in this Section 8(a),
and in and to any and all applications for letters patent that may be filed on
such inventions, and in and to any and all letters patent that may issue, or be
issued, upon such applications. In connection therewith and for no additional compensation therefor, but at
no expense to Executive, Executive will sign any and all instruments
deemed necessary by the Company for:


                    (i)
the filing and prosecution of any applications for letters patent of the United
States or of any foreign country that the Company may desire to file upon such
inventions as are specified in this Section 8(a);


                    (ii)
the filing and prosecution of any divisional, continuation, continuation-in-part or reissue applications that the Company
may desire to file upon such applications for letters patent; and


                    (iii)
the reviving, re-examining or renewing of any of such applications for letters
patent.


This
Section 8(a) will not apply to any invention for which no equipment, supplies,
facilities, confidential, proprietary or
secret knowledge or information, or other trade secret information of the
Company was used and that was developed entirely on Executive’s own time, and
(i) that does not relate (A) directly to the business of the Company, or (B) to
the Company’s actual or demonstrably
anticipated research or development, or (ii) that does not result from any work
performed by Executive for the Company.


               (b)
Copyrightable Material. All right, title and interest in all
copyrightable material that Executive shall conceive or originate individually
or jointly or commonly with others, and that arise in connection with
Executive’s services hereunder or knowledge of confidential and proprietary
information of the Company, will be the property of the Company and are hereby
assigned by Executive to the Company of its Affiliates, along with ownership of
any and all copyrights in the copyrightable material. Where applicable, works
of authorship created by Executive relating to the Company or its Affiliates
and arising out of Executive’s knowledge of confidential and proprietary
information of the Company shall be considered “works made for hire,” as
defined in the U.S. Copyright Act, as amended.


               9.
Return of Records and Property. Upon termination of Executive’s
employment or at any time upon the Company’s request, Executive will promptly
deliver to the Company any and all Company and Affiliate records and any and
all Company and Affiliate property in his possession or under his control,
including without limitation manuals, books, blank forms, documents, letters,
memoranda, notes, notebooks, reports, printouts, computer disks, computer
tapes, source codes, data, tables or calculations and all copies thereof,
documents that in whole or in part contain any trade secrets or confidential,
proprietary or other secret information of
the Company or its Affiliates and all copies thereof, and keys, access cards, access
codes, passwords, credit cards, personal computers, telephones and other
electronic equipment belonging to the Company or its Affiliates.


5






               10.
Remedies. Executive acknowledges that it would be
difficult to fully compensate the Company for monetary damages resulting from
any breach by him of the provisions hereof. Accordingly, in the event of any
actual or threatened breach of any such provisions, the Company will, in
addition to any other remedies it may have, be entitled to injunctive and other
equitable relief to enforce such provisions, and such relief may be granted
without the necessity of proving actual monetary damages.


               11.
Termination
of Employment.


               (a)
The Executive’s employment with the Company will terminate immediately upon:


                    (i)
Executive’s receipt of written notice from the Company of the termination of
his employment, effective as of the date indicated in such notice, with such
notice provided to Executive no less than thirty (30) days before the effective
date, except in the event that Executive is being terminated for Cause, in
which case no prior notice shall be required;


                    (ii)
The Company’s receipt of Executive’s written resignation from the Company, effective as of the date indicated in
such resignation, with such notice provided to the Company no less than thirty
(30) days before the effective date;


                    (iii)
Executive’s Disability (as defined below); or


                    (iv)
Executive’s death.


               (b)
The date upon which Executive’s termination of employment with the Company
occurs is the “Termination Date.”


               12.
Payments
upon Termination of Employment.


               (a)
If Executive’s employment
with the Company is terminated by the Company by any reason other than for
Cause (as defined below), the Company will pay to Executive an amount equal to Executive’s current base salary, less
applicable withholdings, for a period of three (3) months following the
Termination Date.


               (b)
The
Company will pay to Executive or his beneficiary or his estate, as the case may be, his base salary through the
Termination Date if Executive’s employment with the Company is terminated by
reason of:


                    (i)
Executive’s abandonment of his employment or Executive’s resignation for any
reason;


6






                    (ii)
termination of Executive’s employment by the Company for Cause (as defined
below); or


                    (iii)
Executive’s Disability or death,


               (c)
“Cause” hereunder
means:


                    (i)
an act or acts of dishonesty undertaken by Executive and intended to result in personal gain or enrichment of Executive or
others at the expense of the Company;


                    (ii)
unlawful conduct or gross misconduct that is willful and deliberate on
Executive’s part and that, in either event, is injurious to the Company;


                    (iii)
the conviction of Executive of a felony;


                    (iv)
failure of Executive to perform his duties and responsibilities hereunder or to
satisfy his obligations as an officer or employee of the Company; or


                    (v)
breach of any terms and conditions of this Agreement by Executive.


               (d)
“Disability”
hereunder means the inability of Executive to perform on a full-time basis the
duties and responsibilities of his employment with the Company by reason of his
illness or other physical or mental impairment or condition, if such inability
continues for an uninterrupted period of 90
days or more during any 180-day period. A period of inability is
“uninterrupted” unless and until Executive returns to full-time work for a
continuous period of at least 30 days.


               (e)
In the event of
termination of Executive’s employment, the sole obligation of the Company under this Agreement will be its
obligation to make the payments called for by Sections 12(a) or 12(b)
hereof, as the case may be, and the Company will have no other obligation to
Executive or to his beneficiary or his estate, except as otherwise provided by
law, under the terms of any other
applicable agreement between Executive and the Company or under the terms of
any employee benefit plans or programs then maintained by the Company in which Executive
participates.


               (f)
Notwithstanding
the foregoing provisions of this Section 12, the Company will not be obligated to make any payments to
Executive under Section 12(a) hereof unless Executive has signed a release of
claims in favor of the Company and its Affiliates in a form to be prescribed by
the Board, all applicable consideration and rescission periods provided by law shall have expired, and is in strict compliance
with the terms of this Agreement as of the dates of such payments.


7






               (g)
Following Executive’s termination
from the Company for whatever reason Executive shall not directly or
indirectly, disparage, defame or discredit the Company (including, but not
limited to any officer, director, employee, consultant, or affiliate thereof)
or engage in any activity that would have the effect of disparaging, defaming
or discrediting the Company (or any officer, director, employee, consultant, or
affiliate thereof).


               13.
Miscellaneous.


               (a)
Governing Law. All matters relating to the interpretation,
construction, application, validity and
enforcement of this Agreement will be governed by the laws of the State of
Delaware without giving effect to any choice or conflict of law provision or
rule, whether of the State of Delaware or any other jurisdiction, that would
cause the application of laws of any jurisdiction other than the State of
Delaware.


               (b)
Jurisdiction and Venue. Executive and the Company consent to
jurisdiction of the courts of the State of New Jersey and/or the federal
district courts, District of New Jersey, for the purpose of resolving all
issues of law, equity, or fact, arising out of or in connection with this
Agreement. Any action involving claims of a breach of this Agreement must be
brought in such courts. Each party consents to personal jurisdiction over such
party in the state and/or federal courts of New Jersey and hereby waives any
defense of lack of personal jurisdiction. Venue, for the purpose of all such
suits, will be in Essex County, State of New Jersey.


               (c)
Entire Agreement. This Agreement contains the entire
agreement of the parties relating to Executive’s employment with the Company
and supersedes all prior agreements and understandings with respect to such
subject matter, and the parties hereto have made no agreements, representations
or warranties relating to the subject matter of this Agreement that are not set
forth herein.


               (d)
No Violation of Other
Agreements. Executive hereby
represents and agrees that neither (i) Executive’s entering into this Agreement
nor (ii) Executive’s carrying out the provisions of this Agreement, will
violate any other agreement (oral, written or other) to which Executive is a
party or by which Executive is bound.


               (e)
Amendments. No amendment or modification of this
Agreement will be deemed effective unless
made in writing and signed by the parties hereto.


               (f)
No Waiver. No term or condition of this Agreement will
be deemed to have been waived, except by a statement in writing signed by the
party against whom enforcement of the
waiver is sought. Any written waiver will not be deemed a continuing waiver unless
specifically stated, will operate only as to the specific term or condition
waived and will not constitute a waiver of such term or condition for the
future or as to any act other than that specifically waived.


               (g)
Assignment. This Agreement will not be assignable, in
whole or in part, by either party without the prior written consent of the other
party, except that the Company may, without
the consent of Executive, assign its rights and obligations under this
Agreement (1) to an Affiliate or (2) to any corporation or other person
or business entity to which the Company may sell or transfer all or
substantially all of its assets. After any such assignment by the Company, the Company will be discharged from all
further liability hereunder and such assignee will thereafter be deemed to be “the Company” for purposes of all terms
and conditions of this Agreement, including this Section 13.


8






               (h)
Counterparts. This Agreement may be executed in any number of
counterparts, and such counterparts executed and delivered, each as an
original, will constitute but one and the same instrument.


                    (i)
Severability. Subject to Section 7(e) hereof, to the extent that any
portion of any provision of this Agreement
is held invalid or unenforceable, it will be considered deleted herefrom and
the remainder of such provision and of this Agreement will be unaffected and
will continue in full force and effect.


                    (j)
Captions and Headings. The captions and paragraph headings used in this
Agreement are for convenience of reference only and will not affect the
construction or interpretation of this Agreement or any of the provisions
hereof.


                    Executive
and the Company have executed this Agreement as of the date set forth in the first paragraph.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 COMPANY:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 NATCORE
 TECHNOLOGY, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Brien
 Lundin, Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 EXECUTIVE:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Charles
 R. Provini

 	
  

 


9






NATCORE TECHNOLOGY INC.


DIRECTORS’ CONSENT RESOLUTIONS


Pursuant to the powers vested in the Board of Directors
by the Articles of the Company, the following resolutions are hereby
passed as evidenced by the signatures hereto of all the directors of the
Company and may be consented to in one or more counterparts (each signed by one
or more directors) of which, together, such counterparts shall be deemed to constitute one instrument.


We,
the undersigned, being all of the Directors of NATCORE TECHNOLOGY INC. (the
“Company”) hereby consent to and adopt in writing the following resolutions:


AMENDMENT TO EMPLOYMENT AGREEMENT


WHEREAS the Company’s subsidiary, Natcore Technology, Inc. has entered into an
employment agreement (the “Employment
Agreement”) dated April 5, 2012 with Charles Provini for his services as the Company’s
Chief Executive Officer;


AND WHEREAS the term of the
Employment Agreement ended on April 5, 2014, but the Company and Mr. Provini continued to operate under the
Employment Agreement as though it were in full force and effect;


AND WHEREAS Company proposes to
amend the Employment Agreement to extend the term of the Employment Agreement to April 5, 2017 (the
“Amendment”);


AND WHEREAS the Board has been advised, as set out in the Disclosure of
Disclosable Interest attached as Schedule “A” to this resolution, that Charles
Provini has a disclosable interest in the Amendment.


BE IT RESOLVED THAT:


	
  

 	
  

 
	
 1.

 	
 The execution and delivery
 of the Amendment, and all other
 agreements, documents, deeds and instruments that are necessary to give
 effect to the Amendment is hereby ratified, confirmed and approved;

 
	
  

 	
  

 
	
 2.

 	
 Any
 one director or officer as an authorized signatory of the Company or its
 subsidiary, be and is hereby authorized to execute on behalf of the Company
 and its subsidiary any and all documents, instruments and writings , and do such other things, in
 the name and on behalf of the Company, as he in his discretion may determine necessary, desirable and useful for the
 purposes of giving effect to the above resolutions.

 










AS WITNESS our signatures hereto
dated for reference as at the 15 day of August, 2014.


	
  

 	
  

 	
  

 
	
 Abstaining from voting on the resolutions

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 CHARLES
 PROVINI

 	
  

 	
 BRIEN
 LUNDIN

 
	
  

 	
  

 	
  

 
	
 

 	
  

 	
 

 
	 

 	
  

 	 

 
	
 JOHN
 CALHOUN

 	
  

 	
 JOHN
 MEEKISON

 










AS WITNESS our signatures hereto
dated for reference as at the 15 day of August, 2014.


	
  

 	
  

 	
  

 
	
 Abstaining from voting on the resolutions

 	
  

 	
 

 
	 

 	
  

 	 

 
	
 CHARLES PROVINI

 	
  

 	
 BRIEN LUNDIN

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 JOHN
 CALHOUN

 	
  

 	
 JOHN
 MEEKISON

 










Schedule “A”

DISCLOSURE OF DISCLOSABLE INTEREST


Charles Provini discloses that the Amendment will give
rise to an extension in the term of direct compensation due to Mr. Provini.


	
  

 	
  

 
	
 Dated:
 August 15, 2014

 	
  

 
	
  

 	
  

 
	
 

 	
  

 
	 

 	
  

 
	
 CHARLES
 PROVINI