AMENDED
AND RESTATED Asset Purchase Agreement


 


THIS
AGREEMENT made as of the 14th day of February, 2017.


 


BETWEEN:


 


REGI
U.S., a corporation pursuant to the laws
of the State of Oregon.


 


(the
“Purchaser”)


 


AND:


 


REG
TECHNOLOGIES INC., a corporation pursuant
to the laws of the Province of British Columbia.


 


(the
“Vendor”)


 


WHEREAS:


 


	A.	the
    Vendor operates a business of developing and building an improved axial vane-type rotary engine known as the RadMax® rotary
    technology (the “Technology”) used in the design of lightweight and high efficiency engines, compressors
    and pumps;
	 	 
	B.	the
    Purchaser wishes to acquire and the Vendor wishes to sell, transfer, convey, assign, and deliver, on the terms and conditions
    set forth in this Agreement, all of Vendor’s legal and beneficial rights, title and interests in and to and under all
    Assets (as defined below) (the “Acquisition”), including all past and future income, royalties, damages
    and payments due (including, rights to damages and payments for past, present or future infringements or misappropriations)
    with respect thereto, in each case, of the Vendor in all countries relating to such Assets (collectively, the “Purchased
    Assets”), free and clear of all Encumbrances (as defined below); and
	 	 
	C.	the
    Vendor is listed on the TSX Venture Exchange (the “Exchange”) and the Transaction (as defined below) may
    result in the de-listing of the Vendor from the Exchange. 


 


In
consideration of the undertakings of the parties, their mutual promises and covenants, and other valuable consideration as provided,
the parties, intending to be legally bound, hereby agree as follows:


 


1.–
INTERPRETATION


 


	1.1	Definitions


 


In
this Agreement and in the schedules, the following terms and expressions will have the following meanings:


 


	 	(a)	“Agreement”
    means this asset purchase agreement and all instruments amending it; “hereof”, “hereto”
    and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Article,
    Section, or other subdivision; “Article”, “Section” or other subdivisions of this Agreement
    followed by a number means and refers to the specified Article, Section or other subdivision of this Agreement;



 



    	 	 	 



    	 



    

 


	 	(b)	“Acquisition”
    has the meaning ascribed thereto in the Recitals; 
	 	 	 
	 	(c)	“Assets”
    means all assets of the Vendor including, but not limited to, the Patents listed in Schedule A hereto and all continuations,
    continuations-in-part, divisionals, patent cooperation treaty equivalents, and foreign counterparts of the Patents listed
    in Schedule A hereto;
	 	 	 
	 	(d)	“Assessment”
    shall include a reassessment or additional assessment and the term “assessed” shall be interpreted in the
    same manner;
	 	 	 
	 	(e)	“Business
    Day” means any day other than a Saturday, a Sunday or a statutory holiday in the Province of British Columbia or
    any other day on which the principal chartered banks located in the City of Vancouver are not open for business during normal
    banking hours;
	 	 	 
	 	(f)	“Closing”
    means the completion of the Transaction pursuant to this Agreement at the Closing Time;
	 	 	 
	 	(g)	“Closing
    Date” means the date this Agreement is entered into as shown on the first page of the Agreement;
	 	 	 
	 	(h)	“Closing
    Time” means 10:00 am in the City of Vancouver on the Closing Date or such other time on the Closing Date as the
    Parties may agree upon as the time at which the Closing shall take place;
	 	 	 
	 	(i)	“Consent”
    means a license, permit, approval, consent, certificate, registration or authorization (including, without limitation, those
    made or issued by a Regulatory Authority, in respect of a Contract, or otherwise);
	 	 	 
	 	(j)	“Consideration
    Shares” has the meaning ascribed in Section 2.2;
	 	 	 
	 	(k)	“Contract”
    means any agreement, understanding, indenture, contract, lease, deed of trust, license, option, instrument or other commitment,
    whether written of oral;
	 	 	 
	 	(l)	“Technology”
    means the axial vane-type rotary engine known as the RadMax® rotary technology; 
	 	 	 
	 	(m)	“Disclosure
    Documents” has the meaning ascribed in Section 3.2 (10);
	 	 	 
	 	(n)	“Encumbrances”
    means mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands and equities of any nature
    whatsoever or howsoever arising and any rights or privileges capable of becoming any of the foregoing;
	 	 	 
	 	(o)	“Exchange”
    has the meaning ascribed in the recitals hereto;
	 	 	 
	 	(p)	“ITA”
    means the Income Tax Act (Canada);
	 	 	 
	 	(q)	“Law”
    or “Laws” means all requirements imposed by statutes, regulations, rules, ordinances, by-laws, decrees,
    codes, policies, judgments, orders, rulings, decisions, approvals, notices, permits, guidelines or directives of any Regulatory
    Authority;



 



    	 	 	 



    	 



    

 


	 	(r)	“Licensed
    Patents” means all Licensed Patents and Know How listed in Schedule B hereto and all continuations, continuations-in-part,
    divisionals, patent cooperation treaty equivalents, and foreign counterparts of the Licensed Patents listed in Schedule B
    hereto;
	 	 	 
	 	(s)	“Loss”
    and “Losses” mean any and all demands, claims, actions or causes of action, assessments, losses, damages,
    liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants
    and other professional fees and expenses, but excluding damages for lost profits or lost business opportunities and excluding
    any indirect, consequential or punitive damages suffered by the Purchaser or the Vendor;
	 	 	 
	 	(t)	“Patents”
    means any United States, Canadian or foreign patents and applications (including provisional applications), patents issuing
    from such applications, certificates of invention or any other grants by any court, administrative agency or commission or
    other federal, state, provincial, county, local or foreign governmental authority, instrumentality, agency commission or subdivision
    thereof, including the U.S. Patent and Trademark Office, Canadian Intellectual Property Office and the European Patent Office,
    for the protection of inventions, or foreign equivalents of any of the foregoing;
	 	 	 
	 	(u)	“Parties”
    means the Vendor and the Purchaser and any other person that may become a party to this Agreement, and Party means any one
    of them;
	 	 	 
	 	(v)	“person”
    includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental
    agency and any other form of entity or organization;
	 	 	 
	 	(w)	“Purchased
    Assets” has the meaning ascribed thereto in Recital B;
	 	 	 
	 	(x)	“Purchase
    Price” has the meaning ascribed in Section 2.2;
	 	 	 
	 	(y)	“Transaction”
    means the Acquisition and the ancillary transactions contemplated by this Agreement including the Change of Business of the
    Purchaser; 
	 	 	 
	 	(z)	“Transaction
    Disclosure Document” means the document describing the Transaction, required to be distributed to the Purchaser’s
    shareholders and filed with the Exchange pursuant to Exchange Policy 5.2, being either (i) an information circular on Exchange
    Form 3D1 if approval of the Purchaser’s shareholders is being sought at a special meeting, or (ii) a filing statement
    on Exchange Form 3D2 if shareholder approval is sought by way of consent resolution;
	 	(aa)	“U.S.
    Securities Act” means the United States Securities Act of 1933, as amended;
	 	 	 
	 	(bb)	“Regulatory
    Authority” means any government, regulatory or administrative authority, agency, commission, utility or board (federal,
    provincial, municipal or local, domestic or foreign) having jurisdiction in the relevant circumstances and any person acting
    under the authority of any of the foregoing and any judicial, administrative or arbitral court, authority, tribunal or commission
    having jurisdiction in the relevant circumstances;
	 	 	 
	 	(cc)	“Reporting
    Jurisdictions” means British Columbia and Alberta;



 



    	 	 	 



    	 



    

 


	 	(dd)	“Securities
    Laws” means the securities laws, regulations, rules, rulings and orders and the blanket rulings and policies and
    written interpretations of, and multilateral or national instruments adopted by, the securities regulators and the policies
    and rules of any applicable stock exchange or quotation or stock reporting system, including the Exchange; 
	 	 	 
	 	(ee)	“SEDAR”
    means System for Electronic Document Analysis and Retrieval, the mandatory electronic document filing and retrieval system
    for Canadian public companies; 
	 	 	 
	 	(ff)	“Special
    Meeting” means the meeting of the Purchaser’s shareholders to be called and held to consider the Transaction,
    if required by the Exchange;
	 	 	 
	 	(gg)	“Transaction”
    means the purchase and sale of the Purchased Assets and all other transactions contemplated by this Agreement; and


 


	1.2.	Best
    Knowledge


 


Any
reference herein to “the best knowledge” of the Vendor will be deemed to mean the actual knowledge of the directors
of the Vendor, together with the knowledge which they would have had if they had conducted a diligent inquiry into the relevant
subject matter.


 


	1.3.	Currency


 


Unless
otherwise indicated, all references to dollar amounts in this Agreement are expressed in Canadian currency.


 


	1.4.	Governing
    Law


 


This
Agreement shall be exclusively governed by and construed and interpreted in accordance with the laws of the Province of British
Columbia and the federal laws of the Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction
of the courts of Province of British Columbia with respect to any matter arising under or related to this Agreement.


 


	1.5.	Interpretation
    Not Affected by Headings


 


The
division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Agreement.


 


	1.6.	Number
    and Gender


 


In
this Agreement, unless the context otherwise requires, any reference to gender shall include both genders and words importing
the singular number shall include the plural and vice-versa.


 


	1.7.	Time
    of Essence


 


Time
is of the essence of this Agreement.


 


	1.8.	Severability


 


Each
of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of
any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any
other provision hereof.


 




    	 	 	 



    	 



    

 


	1.9.	Calculation
    of Time Periods


 


Where
a time period is expressed to begin or end at, on or with a specified day, or to continue to or until a specified day, the time
period includes that day. Where a time period is expressed to begin after or to be from a specified day, the time period does
not include that day. Where anything is to be done within a time period expressed after, from or before a specified day, the time
period does not include that day. If the last day of a time period is not a Business Day, the time period shall end on the next
Business Day.


 


	1.10.	Statutory
    Instruments


 


Unless
otherwise specifically provided in this Agreement, any reference in this Agreement to any Law shall be construed as a reference
to such Law as amended or re-enacted from time to time or as a reference to any successor thereto.


 


	1.11.	Incorporation
    of Schedules


 


The
following are the schedules attached to and incorporated by reference into this Agreement:


 


	 	Schedule
    A	Assets


 


2.–
PURCHASE AND SALE


 


	2.1.	Purchased
    Assets


 


On
the terms and subject to the fulfilment of the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to
the Purchaser, and the Purchaser agrees to purchase from the Vendor at the Closing Time on the Closing Date, all of the Purchased
Assets.


 


	2.2.	Purchase
    Price


 


The
aggregate purchase price (the “Purchase Price”) payable by the Purchaser to the Vendor for the Purchased Assets
shall be the allotment and issuance of 46,173,916 common shares in the capital of the Purchaser (collectively, the “Consideration
Shares”).


 


	2.3.	Payment
    of Purchase Price


 


At
the Closing Time, the Purchaser will issue 54,501,819 Consideration Shares to the Vendor.


 


	2.4.	Transfer
    Taxes


 


The
Purchaser shall be liable for and shall pay all federal and provincial sales taxes and all other taxes, duties, fees or other
like charges of any jurisdiction properly payable in connection with the transfer of the Purchased Assets by the Vendor to the
Purchaser.


 


	2.5.	Securities
    Laws Compliance


 


	(1)	The
    Parties hereto acknowledge that the issuance of the Consideration Shares by the Purchaser to the Vendor as contemplated herein
    is being made pursuant to an exemption from the registration and prospectus requirements of applicable securities laws pursuant
    to the U.S. Securities Act. 



 



    	 	 	 



    	 



    

 


	(2)	The
    Vendor confirms to and covenants with the Purchaser that:


 


	 	(a)	it
    will comply with all requirements of applicable securities laws in connection with the issuance to it of the Consideration
    Shares and the resale of any of the Consideration Shares; 
	 	 	 
	 	(b)	the
    Consideration Shares have not been registered under the U.S. Securities Act of 1933 or the securities laws of any State of
    the United States and that the Purchaser does not intend to register the Consideration Shares under the Securities Act of
    1933, or the securities laws of any State of the United States and has no obligation to do so; and
	 	 	 
	 	(c)	the
    Vendor is not a U.S. Person and is acquiring the Consideration Shares for its own account and not with a view to its distribution
    within the meaning of Section 2(11) the U.S. Securities Act. The Vendor is either an “accredited investor” as
    that term is defined in Rule 501 of Regulation D of the U.S. Securities Act, or is acquiring the Consideration Shares pursuant
    to section 4(2) of the U.S. Securities Act in a “private” offering and has the ability to bear the economic risk
    in connection with the consummation of the transactions contemplated by this Agreement, including a complete loss of future
    revenue related to the Consideration Shares. 


 


	(3)	Upon
    the issuance of the Consideration Shares to the Vendor and until such time as is no longer required under applicable securities
    laws, the certificates representing the Consideration Shares will bear legends in substantially the following form:


 


“Unless
permitted under securities legislation, the holder of this security must not trade this security before [the date that is 4 months
and a day after the distribution date]”


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION
THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IF APPLICABLE, (C) INSIDE THE UNITED STATES (1)
PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (2) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE
HOLDER, PRIOR TO SUCH SALE PURSUANT TO (C)(1) OR (2), HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE
OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION. PROVIDED THAT IF THE CORPORATION IS A “FOREIGN
ISSUER” AS THAT TERM IS DEFINED BY REGULATION S OF THE U.S. SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING
NO RESTRICTIVE LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT,
UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE CORPORATION AND ITS TRANSFER AGENT,
TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.


 






    	 	 	 



    	 



    

 


	(4)	The
    Vendor acknowledges that the Exchange may impose an escrow or voluntary pooling requirement on the Consideration Shares held
    by the Vendor and the Vendor agrees to escrow or pool any shares required by the Exchange. 


 


3.–
REPRESENTATIONS AND WARRANTIES


 


	3.1.	Representations
    and Warranties of the Vendor 


 


The
Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying
on such representations and warranties in entering into this Agreement and completing the Transaction:


 


	(1)	Incorporation
    and Existence of the Vendor. The Vendor is a corporation incorporated and existing under the laws of the Province of British
    Columbia.
	 	 
	(2)	Corporate
    Power. The Vendor has the corporate power and authority to own or lease its property and to carry on its business as now
    being conducted by it.
	 	 
	(3)	Options.
    Except for the Purchaser’s right in this Agreement and as disclosed in the Purchaser’s public filings with the
    Securities and Exchange Commission, no person has any option, warrant, right, call, commitment, conversion right, right of
    exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an
    option, commitment, conversion right, right of exchange or other agreement for the purchase from the Vendor of any of the
    Purchased Assets.
	 	 
	(4)	Validity
    of Agreement.


 


	 	(a)	The
    Vendor has all necessary corporate power to own the Purchased Assets and to enter into and perform its obligations under this
    Agreement, and the Vendor has all necessary corporate power to enter into and perform its obligations under any other agreements
    or instruments to be delivered or given by it pursuant to this Agreement.
	 	(b)	The
    Vendor’s execution and delivery of, and performance of its obligations under, this Agreement and the consummation of
    the Transaction have been duly authorized by all necessary corporate action on the part of the Vendor.
	 	(c)	This
    Agreement or any other agreements entered into pursuant to this Agreement to which the Vendor is a party constitute legal,
    valid and binding obligations of the Vendor enforceable against it in accordance with their respective terms, except as enforcement
    may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable
    remedies may be granted only in the discretion of a court of competent jurisdiction.


 


	(5)	No
    Violation. The execution and delivery of this Agreement by the Vendor, the consummation of the Transaction and the fulfilment
    by the Vendor of the terms, conditions and provisions hereof will not (with or without the giving of notice or lapse of time,
    or both):


 




    	 	 	 



    	 



    

 


	 	(a)	contravene
    or violate or result in a material breach or a material default under or give rise to a right of termination, amendment or
    cancellation or the acceleration of any obligations of the Vendor under:


 


	 	(i)	any
    applicable law;
	 	(ii)	any
    judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Vendor;
	 	 	 
	 	(iii)	its
    Articles of Incorporation or any resolutions of the board of directors or shareholders of the Vendor;
	 	(iv)	any
    Consent held by the Vendor or necessary to the ownership of the Purchased Assets; or
	 	(v)	the
    provisions of any Contract to which the Vendor is a party or by which it is, or any of its properties or assets are, bound;
    or


 


	 	(b)	result
    in the creation or imposition of any Encumbrance on any of the Purchased Assets.


 


	(6)	Regulatory
    and Contractual Consents. To the knowledge of the Vendor, there is no requirement to make any filing with, give any notice
    to or obtain any Consent from any Regulatory Authority as a condition to the lawful consummation of the Transaction. There
    is no requirement under any Contract to which the Vendor is a party or by which the Vendor is bound to make any filing with,
    give any notice to, or to obtain the Consent of, any party to such Contract relating to the Transaction.
	 	 
	(7)	No
    Material Adverse Change. Since the Annual Statement Date, no material adverse change has occurred in any of the assets,
    business, financial condition, earnings, results of operations or prospects of the Business nor has any other event, condition,
    or state of facts occurred or arisen which might have a material adverse effect on the assets, business, financial condition,
    earnings, results of operations or prospects of the Business.
	 	 
	(8)	Compliance
    with Laws. The Vendor has complied, in all material respects, with all Laws applicable to the Purchased Assets.
	 	 
	(9)	Assets.
    Schedule A is a complete and accurate list of all Assets, pertaining to the Technology, underlying the Purchased Assets;
	 	 
	(10)	Licensed
    Patents. Schedule B is a complete and accurate list of all Licensed Patents, pertaining to the Technology. 
	 	 
	(11)	Title
    to Assets and Licensed Patents. The Vendor has good and marketable title to the Assigned and Licensed Patents. The Assets
    and Licensed Patents are free and clear of all Encumbrances and restrictions of transfer. There are no actions, suits, claims
    or proceedings threatened, pending or in progress on the part of any named inventor of the Patents relating in any way to
    the Assets and Vendor has not received notice of (and Vendor is not aware of any facts or circumstances which could reasonably
    be expected to give rise to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress
    relating in any way to the Patents. 



 






    	 	 	 



    	 



    

 


	(12)	Full
    Disclosure. No representation or warranty by the Vendor in this Agreement and no statement contained in any certificate
    or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of
    a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances
    in which they are made, not misleading. 
	 	 
	(13)	Reporting
    Issuer. The Vendor is a reporting issuer in good standing in the Reporting Jurisdictions and its common shares are posted
    and listed for trading on the Exchange. The Purchaser is not in material default under the Securities Laws of the Reporting
    Jurisdictions. No orders suspending the sale or ceasing the trading of any securities issued by the Purchaser have been issued
    by any Regulatory Authority, and no proceedings for such purpose are pending or, to the knowledge of the Purchaser, threatened.
    
	 	 
	(14)	Consents.
    Other than the Exchange Approval and Shareholder Approval, there is no requirement for the Vendor to make any filing with,
    give any notice to or obtain any Consent from any Regulatory Authority as a condition to the lawful consummation of the Transaction.


 


	3.2.	Representations
    and Warranties of the Purchaser 


 


The
Purchaser hereby makes the following representations and warranties to the Vendor and acknowledges that the Vendor is relying
on such representations and warranties in entering into this Agreement and completing the Transaction:


 


	(1)	Incorporation
    and Existence. The Purchaser has been duly incorporated and organized and is a valid and subsisting company under the
    laws of the State of Oregon, and is duly qualified to carry on business in the State of Oregon and in each other jurisdiction,
    if any, wherein the carrying out of the activities contemplated makes such qualifications necessary.
	 	 
	(2)	Capitalization.
    As at the date of this Agreement, the Purchaser has 32,779,298 common shares and no common share purchase warrants issued
    and outstanding exempt as disclosed in the Purchaser’s public filings with the Securities and Exchange Commission as
    of the date of this Agreement. 
	 	 
	(3)	Reporting
    Issuer. The Purchaser is a reporting issuer in good standing in the United States and its common shares are posted and
    quoted for trading on the OTCQB. The Purchaser is not in material default under the Securities Laws of the United States.
    No orders suspending the sale or ceasing the trading of any securities issued by the Purchaser have been issued by any Regulatory
    Authority, and no proceedings for such purpose are pending or, to the knowledge of the Purchaser, threatened. 
	 	 
	(4)	Validity
    of Agreement.


 


	 	(a)	The
    Purchaser has all necessary corporate power to own the Purchased Assets. The Purchaser has all necessary corporate power to
    enter into and perform its obligations under this Agreement and any other agreements or instruments to be delivered or given
    by it pursuant to this Agreement.



 






    	 	 	 



    	 



    

 


	 	(b)	The
    execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transaction have been duly
    authorized by all necessary corporate action on the part of the Purchaser.
	 	 	 
	 	(c)	This
    Agreement or any other agreements entered into pursuant to this Agreement to which the Purchaser is a party constitute legal,
    valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms,
    except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally
    and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.


 


	(5)	No
    Violation. The execution and delivery of this Agreement by the Purchaser, the consummation of the Transaction and the
    fulfilment by the Purchaser of the terms, conditions and provisions hereof will not (with or without the giving of notice
    or lapse of time, or both):


 


	 	(a)	contravene
    or violate or result in a breach or a default under or give rise to a right of termination, amendment or cancellation or the
    acceleration of any obligations of the Purchaser, under:


 


	 	(i)	any
    applicable Law;
	 	 	 
	 	(ii)	any
    judgment, order, writ, injunction or decree of any Regulatory Authority having jurisdiction over the Purchaser;
	 	 	 
	 	(iii)	the
    Articles, Notice of Articles or any resolutions of the board of directors or shareholders of the Purchaser;
	 	 	 
	 	(iv)	any
    Consent held by the Purchaser; or
	 	 	 
	 	(v)	the
    provisions of any Contract to which the Purchaser is a party or by which it is, or any of its properties or assets are, bound.


 


	(6)	Brokers.
    Except for finders that may receive finder’s fees in connection with the Post-Closing Financing in accordance with Exchange
    policies, the Purchaser has not engaged any broker or other agent in connection with the Transaction and, accordingly, there
    is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to have acted for the
    Purchaser.
	 	 
	(7)	Consideration
    Shares. The Consideration Shares to be issued hereunder will, upon issue and delivery, be validly issued as fully-paid
    and non-assessable shares in the capital of the Purchaser, free of all restrictions on trading other than those required by
    applicable securities law or by the Exchange as set out in Section 2.5 hereof.
	 	 
	(8)	Exchange
    Listing. The Purchaser shall use its commercially reasonable efforts to maintain the listing on the Exchange of
    the common shares in the capital of the Purchaser for a period of at least 24 months after the Closing Date. 
	 	 
	(9)	Public
    Disclosure. The Purchaser has filed all forms, reports, documents and information required to be filed by it, whether
    pursuant to applicable securities laws or otherwise, with the Exchange (or one of its predecessors) or the applicable securities
    regulatory authorities (the “Disclosure Documents”). As of the time the Disclosure Documents were filed
    with the applicable securities regulators and on EDGAR: (i) each of the Disclosure Documents complied in all material respects
    with the requirements of the applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement
    of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
    therein, in the light of the circumstances under which they were made, not misleading.



 






    	 	 	 



    	 



    

 


	(10)	Financial
    Statements. The financial statements of the Purchaser contained in the Disclosure Documents: (i) complied as to form in
    all material respects with the published rules and regulations under the applicable securities laws; (ii) were reported in
    accordance with United States generally accepted accounting principles or International Financial Reporting Standards, as
    the case may be; and (iii) present fairly the consolidated financial position of the Purchaser and its subsidiaries, if any,
    as of the respective dates thereof and the consolidated results of operations of the Purchaser for the periods covered thereby.
    
	 	 
	(11)	Material
    Change/Material Fact. There is no “material fact” or “material change” (as those terms are defined
    in applicable securities legislation) in the affairs of the Corporation that has not been generally disclosed to the public.


 


	3.3.	Survival
    of Covenants, Representations and Warranties of the Vendor 


 


To
the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants,
representations and warranties of the Vendor contained in this Agreement and any agreement, instrument, certificate or other document
executed or delivered pursuant to this Agreement shall survive the Closing and shall continue for the benefit of the Purchaser
for a period of 2 years notwithstanding such Closing, nor any investigation made by or on behalf of the Purchaser or any knowledge
of the Purchaser, except that the representations and warranties set out in Section 3.1(1) to and including 3.1(4) and the corresponding
representations and warranties set out in the certificates to be delivered pursuant to Section 6.1, shall survive the Closing
and continue in full force and effect without limitation of time.


 


	3.4.	Survival
    of Covenants, Representations and Warranties of the Purchaser


 


To
the extent that they have not been fully performed at or prior to the Closing Time, and unless otherwise provided, the covenants,
representations and warranties of the Purchaser contained in this Agreement and in any agreement, instrument, certificate or other
document delivered pursuant to this Agreement shall survive the Closing and shall continue for the benefit of the Vendor for a
period of 2 years notwithstanding such Closing, nor any investigation made by or on behalf of the Vendor or any knowledge of the
Vendor, except that the representations and warranties set out in Sections 3.2(1) and 3.2(4), and the corresponding representations
and warranties set out in the certificates to be delivered pursuant to Section 6.2, shall survive the Closing and shall continue
in full force and effect without limitation of time.


 


4.–
COVENANTS


 


	4.1.	Exchange
    Approval


 


The
Purchaser shall use its commercially reasonable efforts to obtain the Exchange Approval. If requested by the Purchaser, the Vendor
shall assist the Purchaser with obtaining such approval by providing additional information or documentation as may be required
by the Exchange.


 


	4.2.	Shareholder
    Approval and Transaction Document


 


If
required pursuant to the Exchange Approval, the Vendor shall convene and conduct a special meeting of the Vendor’s shareholders
as soon as reasonably practicable for the purpose of considering and approving the Transaction (the “Special Meeting”).
Whether or not the Vendor is required to hold the Special Meeting, the Vendor shall prepare and complete, in consultation with
the Purchaser, the Transaction Document required by the Exchange, and the Vendor shall cause the Transaction Document to be filed
and sent to shareholders of the Vendor in accordance with applicable Law in order to obtain the approval of the Vendor’s
shareholders at the Special Meeting or by way of consent resolution, as may be permitted by the Exchange. Each of the Vendor and
the Purchaser will:


 


(a)
ensure that all information provided by it or on its behalf that is contained in the Transaction Document does not contain any
misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in the Transaction
Document and necessary to make any statement that it contains not misleading in light of the circumstances in which it is made;
and


 


(b)
promptly notify the other party if, at any time before Closing, it becomes aware that the Transaction Document contains a misrepresentation,
an untrue statement of material fact, omits to state a material fact required to be stated in those documents that is necessary
to make any statement it contains not misleading in light of the circumstances in which it is made or that otherwise requires
an amendment or a supplement to those documents.


 






    	 	 	 



    	 



    

 


	4.3.	Maintenance
    of Corporate Status


 


Prior
to Closing and for a period of a least 24 months after the Closing Date, the Purchaser shall use its commercially reasonable efforts
to remain a corporation validly subsisting under the laws of its jurisdiction of existence, licensed, registered or qualified
as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the
nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business
in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such
jurisdiction.


 


5.–
Conditions


 


	5.1	Mutual
    Conditions Precedent


 


The
respective obligations of the parties hereto to consummate the transactions contemplated hereby are subject to the satisfaction,
on or prior to the Closing Time, of the following conditions any of which may be waived by the mutual consent of such parties
without prejudice to their rights to rely on any other or others of such conditions:


 


	 	(a)	the
    Exchange shall have conditionally accepted the Transaction and the Transaction shall have been approved by the shareholders
    of the Purchaser in accordance with the requirements of the Exchange; and
	 	 	 
	 	(b)	the
    Consideration Shares to be issued upon the completion of the Transaction shall have been accepted for listing by the Exchange,
    subject only to the Purchaser fulfilling the Exchange’s listing requirements.


 






    	 	 	 



    	 



    

 


	5.2	Conditions
    to the Obligations of the Purchaser


 


Notwithstanding
anything herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to
the fulfillment of the following conditions at or prior to the Closing Time:


 


	 	(a)	The
    representations and warranties of the Vendor contained in this Agreement shall be true and accurate on the date hereof and
    at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing
    Time (regardless of the date as of which the information in this Agreement or in any Schedule or other document made pursuant
    hereto is given).
	 	 	 
	 	(b)	The
    Vendor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them
    at or prior to the Closing Time.
	 	 	 
	 	(c)	The
    Vendor shall have delivered to the Purchaser a certificate in a form satisfactory to the Purchaser confirming that the facts
    with respect to each of the representations and warranties of the Vendor are as set out herein and remain true at the Closing
    Time and that the Vendor has performed each of the covenants required to be performed by it hereunder.
	 	 	 
	 	(d)	No
    order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction will have been made, and no action
    or proceeding will be pending or threatened which, in the opinion of counsel to the Purchaser, is likely to result in an order,
    decision or ruling:


 


	 	(i)	to
    disallow, enjoin, prohibit or impose any limitations or conditions on the Transaction or the transactions contemplated hereby;
    or
	 	 	 
	 	(ii)	to
    impose any limitations or conditions which may have an adverse effect on the Purchased Assets.


 


	 	(e)	All
    consents, approvals authorizations of any governmental or regulator authority or person whose consent to the Transaction is
    required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements
    binding upon the parties hereto will have been obtained.


 


The
conditions contained in this Section 5.2 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or
in part by the Purchaser at any time. The Vendor acknowledges that the waiver by the Purchaser of any condition or any part of
any condition will constitute a waiver only of such condition or such part of such condition, as the case may be, and will not
constitute a waiver of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related
to such condition or such part of such condition, as the case may be. If any of the conditions contained in this Section 5.2 are
not fulfilled or complied with in all material respects as herein provided, the Purchaser may, at or prior to the Closing Time
at its option, rescind this Agreement by notice in writing to the Vendor and in such event the Purchaser will be released from
all obligations hereunder and, unless the condition or conditions which have not been fulfilled are reasonably capable of being
fulfilled or caused to be fulfilled by the Vendor, then the Vendor will also be released from all obligations hereunder.


 






    	 	 	 



    	 



    

 


	5.3	Conditions
    to the Obligations of the Vendor


 


Notwithstanding
anything herein contained, the obligations of the Vendor to complete the transactions provided for herein will be subject to the
fulfillment of the following conditions at or prior to the Closing Time:


 


	 	(a)	The
    representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry
    out the transactions contemplated hereby will be true and accurate on the date hereof and at the Closing Time with the same
    force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date
    as of which the information in this Agreement or any such Schedule or other document made pursuant hereto is given).
	 	 	 
	 	(b)	The
    Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by
    it at or prior to the Closing Time.
	 	 	 
	 	(c)	The
    Purchaser shall have delivered to the Vendor a certificate confirming that the facts with respect to each of the representations
    and warranties of the Purchaser are as set out herein at the Closing Time and that the Purchaser has performed each of the
    covenants required to be performed by it hereunder.
	 	 	 
	 	(d)	There
    shall have been no material adverse change in the business of the Purchaser.
	 	 	 
	 	(e)	No
    order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction will have been made, and no action
    or proceeding will be pending or threatened which, in the opinion of counsel to the Vendor, is likely to result in an order,
    decision or ruling:



 


	 	(i)	to
    disallow, enjoin, prohibit or impose any limitations or conditions on the Transaction or the transactions contemplated hereby;
    or
	 	 	 
	 	(ii)	to
    impose any limitations or conditions which may have an adverse effect on the business of the Purchaser.



 


	 	(f)	All
    consents, approvals and authorizations of any governmental or regulatory authority or person whose consent to the Transaction
    is required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements
    binding upon the parties hereto will have been obtained.
	 	 	 
	 	(g)	The
    Purchaser shall issue and deliver to the Vendor the Consideration Shares in compliance with all applicable securities laws.


 


The
conditions contained in this Section 5.3 hereof are inserted for the exclusive benefit of the Vendor and may be waived in whole
or in part by the Vendor at any time. The Purchaser acknowledges that the waiver by the Vendor of any condition or any part of
any condition will constitute a waiver only of such condition or such part of such condition, as the case may be, and will not
constitute a waiver of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related
to such condition or such part of such condition, as the case may be. If any of the conditions contained in this Section 5.3 hereof
are not fulfilled or complied with as herein provided, the Vendor may, at or prior to the Closing Time at its option, rescind
this Agreement by notice in writing to the Purchaser and in such event the Vendor will be released from all obligations hereunder
and, unless the condition or conditions which have not been fulfilled are reasonably capable of being fulfilled or caused to be
fulfilled by the Purchaser, then the Purchaser will also be released from all obligations hereunder.


 






    	 	 	 



    	 



    

 


6.–CLOSING


 


	6.1.	Vendor
    Deliveries


 


At
the Closing Time, the Vendor shall deliver to the Purchaser the following in form and substance satisfactory to the Purchaser:


 


	 	(a)	the
    certificate of the Vendor contemplated in Section 5.2;
	 	 	 
	 	(b)	an
    opinion from the Vendor’s IP legal counsel addressed to the Purchaser in form and substance satisfactory to the Purchaser,
    relating to the Purchased Assets;
	 	 	 
	 	(c)	certified
    copy of the resolution of the directors and the shareholders of the Vendor authorizing the execution and delivery of this
    Agreement and the performance by the Vendor of the terms of the Agreement;
	 	 	 
	 	(d)	all
    documentation and other evidence reasonably requested by the Purchaser in order to establish the due authorization and consummation
    of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Vendor
    required to effectively carry out the obligations of the Vendor pursuant to this Agreement; and
	 	 	 
	 	(e)	a
    duly completed and executed patent assignment and any other documentation necessary or reasonably required to transfer the
    Purchased Assets to the Purchaser with a good and marketable title, free and clear of all Encumbrances whatsoever.


 


	6.2.	Purchaser
    Deliveries 


 


At
the Closing Time, the Purchaser shall deliver to the Vendor the following in form and substance satisfactory to the Vendor:


 


	 	(a)	the
    certificate of the Purchaser contemplated in Section 5.3;
	 	 	 
	 	(b)	certificates
    representing the Consideration Shares; 
	 	 	 
	 	(c)	if
    necessary, a copy of a letter from the Exchange approving the Transaction;
	 	 	 
	 	(d)	a
    certified copy of the resolution of the directors of the Purchaser authorizing the execution and delivery of this Agreement
    and the performance by the Purchaser of the terms of the Agreement including without limitation the allotment and issuance
    of the Consideration Shares; and
	 	 	 
	 	(e)	all
    documentation and other evidence reasonably requested by the Vendor in order to establish the due authorization and consummation
    of the Transaction, including the taking of all corporate proceedings by the boards of directors and shareholders of the Purchaser
    required to effectively carry out the obligations of the Purchaser pursuant to this Agreement.


 






    	 	 	 



    	 



    

 


	6.3.	Place
    of Closing


 


The
Closing shall take place at the Closing Time at the offices of the Purchaser or at such other place as the Purchaser and the Vendor
may agree upon in writing.


 


7.–
INDEMNIFICATION


 


	7.1.	Purchaser
    Indemnity


 


The
Purchaser will indemnify, defend, and hold harmless the Vendor from, against, for, and in respect of any and all Losses asserted
against, relating to, imposed upon, or incurred by the Vendor by reason of, resulting from, based upon or arising out of (i) any
misrepresentation, misstatement or breach of warranty of the Purchaser contained in or made pursuant to this Agreement or any
certificate or other instrument delivered pursuant to this Agreement; or (ii) the breach or partial breach by the Purchaser of
any covenant or agreement of the Purchaser made in or pursuant to this Agreement or any certificate or other instrument delivered
pursuant to this Agreement.


 


	7.2.	Vendor
                                         Indemnity



 


The
Vendor will indemnify, defend, and hold harmless the Purchaser from, against, for, and in respect of any and all Losses asserted
against, relating to, imposed upon, or incurred by the Purchaser by reason of, resulting from, based upon or arising out of (i)
any misrepresentation, misstatement or breach of warranty of Vendor contained in or made pursuant to this Agreement or any certificate
or other instrument delivered pursuant to this Agreement; or (ii) the breach or partial breach by the Vendor of any covenant or
agreement of the Vendor made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this
Agreement.


 


8.-
ARBITRATION


 


	8.1.	Reasonable
                                         Commercial Efforts to Settle Disputes



 


If
any controversy, dispute, claim, question or difference (a “Dispute”) arises with respect to this Agreement
or its performance, enforcement, breach, termination or validity, the Parties to the Dispute will use all commercially reasonable
efforts to settle the Dispute. To this end, they will consult and negotiate with each other in good faith and understanding of
their mutual interests to reach a just and equitable solution satisfactory to all such Parties.


 


	8.2.	Arbitration



 


Except
as is expressly provided in this Agreement, if the Parties do not reach a solution pursuant to Section 8.1 within a period of
15 Business Days following the first notice of the Dispute by any Party to the other party(ies) to the Dispute, then upon written
notice by any Party to the other party(ies) to the Dispute, the Dispute will be submitted to non-binding arbitration in accordance
with the provisions of the Commercial Arbitration Act (British Columbia), based upon the following:


 


	(1)	the
                                         arbitration tribunal will consist of one arbitrator appointed by mutual agreement of
                                         such Parties, or in the event of failure to agree within 10 Business Days following delivery
                                         of the written notice to arbitrate, any such Party may apply to a judge of the British
                                         Columbia Supreme Court to appoint an arbitrator. The arbitrator will be qualified by
                                         education and training to pass upon the particular matter to be decided;



 






    	 	 	 



    	 



    

 


	(2)	the
                                         arbitrator will be instructed that time is of the essence in the arbitration proceeding
                                         and, in any event, the arbitration award must be made within 30 days of the appointment
                                         of the arbitrator;
	 	 
	(3)	after
                                         written notice is given to refer any Dispute to arbitration, the Parties to the Dispute
                                         will meet within 15 Business Days of delivery of the notice to arbitrate and will negotiate
                                         in good faith to agree upon the rules and procedures for the arbitration, in an effort
                                         to expedite the process and otherwise ensure that the process is appropriate given the
                                         nature of the Dispute and the values at risk, failing which, the rules and procedures
                                         for the arbitration will be finally determined by the arbitrator;
	 	 
	(4)	the
                                         arbitration will take place in Vancouver, British Columbia;
	 	 
	(5)	except
                                         as otherwise provided in this Agreement or otherwise decided by the arbitrator, the fees
                                         and other costs associated with the arbitrator will be shared equally by the Parties
                                         to the Dispute and each Party to the Dispute will be responsible for its own costs;
	 	 
	(6)	the
                                         arbitration award will be given in writing, will provide reasons for the decision, and
                                         will be final and binding on the Parties, not subject to any appeal, and will deal with
                                         the question of costs of arbitration and all related matters;
	 	 
	(7)	judgment
                                         upon any award may be entered in any court having jurisdiction or application may be
                                         made to the Court for a judicial recognition of the award or an order of enforcement,
                                         as the case may be;
	 	 
	(8)	all
                                         Disputes referred to arbitration (including without limitation the scope of the agreement
                                         to arbitrate, any statute of limitations, conflict of laws rules, tort claims and interest
                                         claims) will be governed by the substantive law of British Columbia and the federal laws
                                         of Canada applicable therein; and
	 	 
	(9)	the
                                         Parties to the Dispute agree that the arbitration will be kept confidential and that
                                         the existence of the proceeding and any element of it (including any pleadings, briefs
                                         or other documents submitted or exchanged, any testimony or other oral submissions and
                                         any awards) will not be disclosed beyond the arbitrator, the Parties to the Dispute,
                                         their counsel and any person necessary to the conduct of the proceeding, except as may
                                         lawfully be required in judicial proceedings relating to the arbitration or otherwise.



 


9.–
GENERAL


 


	9.1.	Confidentiality



 


The
Purchaser covenants and agrees that, except as otherwise authorized by the Vendor and until the Closing, neither the Purchaser
nor its representatives, agents or employees will disclose to third parties, directly or indirectly, any confidential information
or confidential data relating to the Vendor or the Business discovered or received by the Purchaser or its representatives, agents
or employees as a result of the Vendor making available to the Purchaser and its representatives, agents or employees the information
requested by them in connection with the Transaction.


 






    	 	 	 



    	 



    

 


	9.2.	Collection
                                         of Personal Information



 


The
Vendor acknowledges and consents to the fact that the Purchaser may be required to collect its personal information which may
be disclosed by the Purchaser to:


 


	 	(a)	the
                                         Exchange or securities regulatory authorities;
	 	(b)	the
                                         Purchaser’s registrar and transfer agent;
	 	(c)	Canadian
                                         tax authorities; and
		(d)	authorities
                                         pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).



 


By
executing this Agreement, the Vendor is deemed to be consenting to the foregoing collection, use and disclosure of such personal
information and to the retention of such personal information for as long as permitted or required by law or business practice.
The Vendor hereby consents to the foregoing collection, use and disclosure of such personal information for such purposes only.
The Vendor also consents to the filing of copies or originals of any of the documents described herein as may be required to be
filed with the Exchange or any securities regulatory authority in connection with the transactions contemplated hereby. An officer
of the Purchaser is available to answer questions about the collection of personal information by the Purchaser.


 


	9.3.	Notices



 


	(1)	Any
                                         notice or other communication required or permitted to be given hereunder shall be in
                                         writing and shall be delivered in person, transmitted by facsimile or similar means of
                                         recorded electronic communication or sent by registered mail, charges prepaid, addressed
                                         as follows:



 


		(a)	if
                                         to the Vendor:



 


Reg
Technologies Inc.

Suite 500 – 666 Burrard Street


Vancouver,
British Columbia V6C 3P6

Attention: Paul Chute

Email: pwci@regtech.com


 


		(b)	if
                                         to the Purchaser:



 


REGI
U.S.

7520 N Market St. #10


Spokane,
WA, 99217


Attention:
Paul Chute

Email: pchute@radmaxtech.com


 


Any
such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted
(or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the third Business Day following
the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs
a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or
other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as described.


 






    	 	 	 



    	 



    

 


	(2)	Any
                                         Party may at any time change its address for service from time to time by giving notice
                                         to the other Parties in accordance with this Section 9.3.



 


	9.4.	Public
                                         Announcements and Disclosure



 


The
Parties shall consult with each other before issuing any press release or making any other public announcement with respect to
this Agreement or the Transaction and, except as required by any applicable Law or stock exchange having jurisdiction, no Party
shall issue any such press release or make any such public announcement without the prior written consent of the others, which
consent shall not be unreasonably withheld or delayed. Prior to any such press release or public announcement, none of the Parties
shall disclose this Agreement or any aspect of the Transaction except to its board of directors, its senior management, its legal,
accounting, financial or other professional advisors, any financial institution contacted by it with respect to any financing
required in connection with the Transaction and counsel to such institution, or as may be required by any applicable Law or stock
exchange having jurisdiction.


 


	9.5.	Assignment



 


The
rights of the Purchaser hereunder are not assignable without the written consent of the Vendor. The rights of the Vendor hereunder
are not assignable without the written consent of the Purchaser.


 


	9.6.	Commercially
                                         Reasonable Efforts



 


The
Parties acknowledge and agree that, for all purposes of this Agreement, an obligation on the part of any Party to use its “commercially
reasonable efforts” to obtain any waiver, Consent or other document shall not require such Party to make any payment to
any person for the purpose of procuring the same, other than payments for amounts due and payable to such person, payments for
incidental expenses incurred by such person and payments required by any applicable law or regulation.


 


	9.7.	Expenses



 


Unless
otherwise provided, each of the Vendor and the Purchaser shall be responsible for the expenses (including fees and expenses of
legal advisers, accountants and other professional advisers) incurred by them, respectively, in connection with the negotiation
and settlement of this Agreement and the completion of the Transaction. In the event of termination of this Agreement, the obligation
of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by another
Party.


 


	9.8.	Further
                                         Assurances



 


Each
of the Parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts,
documents and things as the other Parties may reasonably require from time to time after Closing at the expense of the requesting
Party for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably
within its power to implement to their full extent the provisions of this Agreement.


 


	9.9.	Entire
                                         Agreement



 


This
Agreement, including all Schedules, constitutes the entire agreement between the Parties with respect to the subject matter and
supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral including without limitation,
the Letter of Intent. There are no conditions, covenants, agreements, representations, warranties or other provisions, express
or implied, collateral, statutory or otherwise, relating to the subject matter except provided in this Agreement. No reliance
is placed by any Party on any warranty, representation, opinion, advice or assertion of fact made by any Party or its directors,
officers, employees or agents, to any other Party or its directors, officers, employees or agents, except to the extent that it
has been reduced to writing and included in this Agreement.


 






    	 	 	 



    	 



    

 


	9.10.	Waiver,
                                         Amendment



 


Except
as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing
by the Party to be bound. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall
any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.


 


	9.11.	Rights
                                         Cumulative



 


The
rights and remedies of the Parties are cumulative and not alternative.


 


	9.12.	Counterparts



 


This
Agreement may be executed in any number of counterparts, and/or by facsimile or e-mail transmission of Adobe Acrobat files, each
of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Any Party
executing this Agreement by fax or Adobe Acrobat file shall, immediately following a request by any other Party, provide an originally
executed counterpart of this Agreement provided, however, that any failure to so provide shall not constitute a breach of this
Agreement.


 


IN
WITNESS WHEREOF this Agreement has been executed by the Parties.


 


REGI
U.S.


 


	Per:		/s/
                                         Paul Chute, President	 
			Paul
                                         Chute, President	 



 


REG
TECHNOLOGIES INC.


 


	Per:		/s/
                                         Paul Chute, President	 
			Paul
                                         Chute, President	 


 







    	 	 	 



    	 



    

 


SCHEDULE
A


 


THE
ASSETS


 


		[  ]	Canadian
                                         Patent No. 2,496,157 for VANE-TYPE ROTARY APPARATUS WITH SPLIT VANES
	 	 	 
		[  ]	Canadian
                                         Patent No. 2,672,332 for A ROTARY DEVICE
	 	 	 
		[  ]	2,744,700
                                         common shares of REGI U.S., Inc.
	 	 	 
		[  ]	1,530,000
                                         common shares of Rand Energy Group Inc.; Rand Energy Group Inc. owns 588,567 common shares
                                         of REGI U.S., Inc.
	 	 	 
		[  ]	3,287,737
                                         common shares of Minewest Silver & Gold, Inc.