In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example Input: EXHIBIT 10.1

                     AFFLIATE AGREEMENT DATED JULY 15, 2005

                               AFFILIATE AGREEMENT

         This Agreement entered into as of the Effective Date by and between Link Plus Corporation and Axiometric, LLC.

                                    RECITALS

         WHEREAS, Axiometric has developed certain computer software including wireless mesh networking technology and AMR devices and systems;

         WHEREAS, LKPL has developed certain radio devices and systems along with hardware manufacturing capacities and plans to develop AMR devices and systems;

         WHEREAS, LKPL and Axiometric believe it will be in their mutual best interests to cooperate in further developing AMR product suites by creating a preferred provider relationship between themselves;

         WHEREAS, LKPL and Axiometric entered into a Letter of Intent dated May 3, 2005, and now desire to further describe their relationship as initially set forth in the non-binding portions of that Letter of Intent.

         NOW, THEREFORE, in consideration of the mutual promises contained herein, the fees to be paid in connection therewith, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:

1.       DEFINITIONS

         1.1      Throughout this Agreement, and unless the context otherwise                   requires, the terms shown on Exhibit A (whether or not                   capitalized) shall have the meanings there specified. If other                   terms are defined in the text of this Agreement, then                   throughout this Agreement, those terms shall have the meanings                   respectively ascribed to them.

2.       OFFICE SPACE

         2.1      During the term of this Agreement, LKPL will provide                   Axiometric with a license to use office space in LKPL's                   corporate facility in Columbia, Maryland, free of charge.

         2.2      LKPL will allow Axiometric to use enough office space for two                   individuals and associated equipment in locations convenient                   for LKPL's purposes for as long as that space is available and                   not needed by LKPL for its own purposes. Axiometric will have                   access to LKPL's telephone system, internet connections,                   conference room, and printers.

         2.3      If LKPL requires space used by Axiometric for LKPL's own                   purposes, then LKPL will attempt in good faith but without                   having any obligation to continue to provide Axiometric with                   comparable space. If LKPL deems itself unable to continue to                   provide Axiometric work space without expanding LKPL's                   facilities, and if LKPL determines it will be in its own best                   interests to expand its facilities, then LKPL will afford                   Axiometric the opportunity to lease space in the new                   facilities under a mutually acceptable separate commercial                   rental agreement. If Axiometric does not then wish to rent                   office space from LKPL, then LKPL may terminate Axiometric's                   license to use work space in LKPL's facility upon 60 days                   notice.

Source: LINK PLUS CORP, 8-K, 8/2/2005





         2.4      Axiometric shall be solely responsible for providing all                   equipment, furniture, supplies and other personal property                   that Axiometric deems appropriate to operate its business.                   LKPL will have no obligation to provide any special facilities                   or infrastructure unless otherwise negotiated.

         2.5      LKPL will have no liability whatsoever for any of Axiometric's                   equipment, furniture, supplies or other personal property;                   Axiometric will use the space at its sole risk.

         2.6      Axiometric will have the right to terminate the license to use                   the office space and to move out of the office space at any                   time upon two weeks notice.

         2.7      Axiometric must at all times use the office space strictly in                   accordance with terms and conditions stated in LKPL's lease                   for the space.

         2.8      Axiometric must indemnify and hold LKPL and its officers,                   directors, stockholders, agents, contractors, employees and                   guests (collectively, the Indemnified Parties) harmless from                   and against any and all Loss that the Indemnified Parties may                   incur arising from or relating to Axiometric use of the office                   space, including but not limited to any Loss suffered by the                   Indemnified Parties as a result of any negligent acts or                   omissions of Axiometric, its employees, agents, contractors                   and representatives, or anyone else working under Axiometric                   or in the office with the permission of Axiometric.

3.       AUTOMATIC METER READING

         Axiometric and LKPL agree to jointly pursue accessing and commercially          penetrating the AMR market by developing a suite of qualified and          commercially marketable product suites for that market, marketing and          selling that suite of products. The following shall be the general          roles and responsibilities of the two companies with respect to AMR          efforts:

         3.1      AMR Products

                  3.1.1    Water Meter Development: Axiometric and LKPL are                            jointly developing an AMR product for remote reading                            of residential water utility meters (hereafter the                            Water Meter). The Water Meter is a hardware device                            with integral software. The software includes, under                            license, the Axiometric wireless mesh networking                            intellectual property. The Water Meter is capable of                            interfacing with a variety of water meter registers,                            recording water usage, logging various exceptional                            conditions, and reporting them via a radio link. The                            Water Meter is also capable of forming a mesh network                            with other Water Meters to extend the radio reporting                            range using the aforementioned Axiometric mesh                            networking intellectual property. The Water Meter                            software and hardware are based on existing                            Axiometric electric meter AMR hardware and software                            products; joint ownership of the Water Meter does not                            convey joint ownership of those existing products or                            of the mesh networking intellectual property.

                           New software and hardware designs and intellectual                            property developed in the course of the Water Meter                            development are jointly owned; specifically, the                            algorithms used to collect data directly from a Water                            Meter using a point-to-point link (drive-by data                            collection), the specific hardware designs related to                            water register interface, battery power management,                            and other intellectual property specifically

Source: LINK PLUS CORP, 8-K, 8/2/2005





                           described and mutually agreed in writing as                            amendments to this Agreement. Joint ownership conveys                            to each party individually the right to use, sell,                            modify, and create derived works from said                            intellectual property, as well as the right to                            sub-license these rights to others.

                  3.1.2    Energy AMR Product Suite: Axiometric has developed an                            AMR product suite for use in energy (electric)                            metering consisting of a meter insert for interfacing                            to energy meters, recording usage and exceptional                            conditions, and transmitting the information via                            radio to a central collector. Axiometric has also                            developed mesh networking intellectual property to                            allow the meter inserts to relay information from                            insert to insert thus extending the range and                            reliability of such information transmissions.                            Axiometric has also developed a central collection                            unit (hereafter Mesh Controller or Gateway) capable                            of collecting usage and other information from a                            large number of meter inserts and relaying that                            information onto another communications medium                            (radio, GSM, etc.) for delivery to a processing                            system. Axiometric has also developed processing                            software for recording the collected data to a                            database, presenting

                           and managing that information, and exporting the data                            to other processing systems.  This collection of                            products forms an energy metering (electric) AMR                            Product Suite that is owned by Axiometric.

                  3.1.3    Axiometric and LKPL may develop other AMR Product                            Suites (e.g. for gas metering) and ownership of those                            AMR Product Suites will be held individually by the                            developer of the suite or jointly if mutually agreed                            to in writing.

         3.2      Marketing and Sales: Regardless of ownership and in order to                   coordinate marketing and prevent overlap and confusion by                   customers and potential customers, all sales and marketing                   shall be conducted as follows:

                  3.2.1    Axiometric shall have the exclusive right to market                            and sell AMR Product Suites to entities whose                            corporate headquarters are physically located in the                            United States and U.S. territories with the exception                            of Datamatic as defined in 3.3.1 and 3.3.2 below

                  3.2.2    LKPL shall have the exclusive right to market and                            sell AMR Product Suites to Datamatic LTD, a Plano TX                            corporation (hereafter Datamatic).

                  3.2.3    LKPL shall have the exclusive right to market and                            sell AMR Product Suites to entities whose corporate                            headquarters are physically located outside the                            United States and its territories.

                  3.2.4    The proceeds of all sales shall be distributed                            pursuant to the terms of this Agreement as set forth                            in Section 3.3  [Proceeds] below.

         3.3      Proceeds: As a result of the different ownership interests,                   marketing relationships, and this Agreement, the proceeds of                   sales of AMR Product Suites shall be as follows unless                   otherwise mutually agreed in writing:

                  3.3.1    For sales of Water Meter AMR Product Suites to                            Datamatic, LKPL shall set the price of Water Meter                            AMR Product Suite sales to Datamatic. LKPL shall pay

Source: LINK PLUS CORP, 8-K, 8/2/2005





                           Axiometric the higher of a) five-percent (5%) of the                            Gross Proceeds or b) twenty-five-percent (25%) of the                            Net Proceeds of all Water Meter AMR Product Suite                            sales.

                  3.3.2    For sales of Electric Meter AMR Product Suites to                            Datamatic, Axiometric shall set the price of Electric                            Meter AMR Product Suite sales to Datamatic. LKPL                            shall pay Axiometric Net Proceeds less the higher of                            a) five-percent (5%) of the Gross Proceeds or b)                            twenty-five-percent (25%) of the Net Proceeds.

                  3.3.3    For sales of AMR Product Suites by LKPL, other than                            sales to Datamatic as defined above: LKPL shall pay                            Axiometric the higher of:

                           a) five-percent (5%) of the Gross Proceeds OR                            b) twenty-percent (25%) of the Net Proceeds

                  3.3.4    For sales of AMR Product Suites by Axiometric, other                            than sales to Datamatic as defined above, and other                            than AMR product suites for use in electric/energy                            metering: Axiometric shall pay LKPL the higher of:

                           a) five-percent (5%) of the Gross Proceeds OR                            b) twenty-percent (25%) of the Net Proceeds

                  3.3.5    Payments to Axiometric for sales of the AMR Product                            Suite shall be in lieu of any licensed IP Royalty                            payments for those products.

         3.4      Manufacturing: During the term of this Agreement, Axiometric                   shall issue a Request for Manufacture (RFM) for any AMR                   hardware to be sold by Axiometric under the terms of this                   Agreement. The RFM shall specify delivered product cost,                   credit requirements, delivery schedules, warranty service,                   quality using industry standard terms, and other industry                   standard manufacturing requirements. As the preferred                   manufacturer, LKPL shall have first right of refusal on all                   such RFMs. If LKPL does not respond to an RFM within thirty                   (30) days, or cannot provide competitive terms (such as cost,                   credit, quality, schedule), Axiometric will be free to award                   the manufacturing contract to an alternate manufacturer.

         3.5      Payments: As defined in section 3.3 above, selling parties may                   owe the other party some portion of the Proceeds. The payment                   of amounts owed shall be performed as follows:

                  3.5.1    Payments due shall be made within 45 days of the                            close of each calendar quarter.

                  3.5.2    Payments that are not received within thirty (30)                            days after their due date will bear interest at the                            rate of twelve percent (12.0%) per annum compounded                            monthly from the due date until such payment is                            received.

                  3.5.3    Payments not received within sixty (60) days after                            their due date will be considered a material breach                            of this Agreement and the party due payment may                            pursue any and all legal action to recover the                            payment and reasonable legal fees incurred in the                            pursuit of said payment.

Source: LINK PLUS CORP, 8-K, 8/2/2005





                  3.5.4    Both parties are entitled to reports of sales and to                            conduct periodic audits to ensure accuracy of                            Payments as follows:

                           a.       Each party will provide to the other a                                     quarterly report (in hard copy and                                     electronic copy (if applicable)) showing the                                     AMR Product Suite sales including the Gross                                     Proceeds and the Production Costs.

                           b.       Each party shall have the right to conduct                                     an audit after the end of each calendar year                                     to verify the accuracy of the other party's                                     quarterly reports for that year, provided                                     the audit must be initiated no later than                                     June 30th of each year, and that if no such                                     audit is conducted, then the quarterly                                     reports for that year will be deemed                                     accurate.

                           c.       In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment to the                                     Payee, then the Payor shall have the right,                                     at the Payor's cost, to have its own auditor                                     verify the Payee's audit. If the Payor audit                                     confirms the report of the Payee's auditor,                                     then the Payor will pay the deficiency                                     within fifteen (15) days from the time Payee                                     invoices for the deficiency.

                           d.       In the event a Payee's audit shows that the                                     Gross Proceeds or Production Costs of the                                     Payor resulted in an under-payment of more                                     than three percent (3.0%) to the Payee, then                                     the Payor shall have the right, at the                                     Payor's cost, to have its own auditor verify                                     the audit. If the Payor audit confirms the                                     report of the Payee's auditor, then the                                     Payor will pay the deficiency and the cost                                     of the Payee's audit within fifteen (15)                                     days from the time Payee invoices for those                                     fees and provides standard proof of the time                                     and expenses incurred.

4.       RELATIONSHIP OF THE PARTIES

         4.1      The parties will be joint venturers only as to those                   activities that they jointly undertake for the AMR market as                   described in section 3 above; otherwise they shall be                   independent of each other, with full control over their                   respective activities without the need to account to the                   other, and independent contractors as to all work performed                   under separate agreements. Even though the parties will be                   joint ventureres as to the AMR market, neither party will have                   the right to bind the other in any way without the other                   party's express consent, and this Agreement shall not                   otherwise be construed to make any party the agent, assignee,                   employee,

                  fiduciary, investor, joint venturer, partner, or                   representative of any other party.

5.       TERM

         This Agreement will remain in force for perpetuity or until and unless          otherwise mutually agreed or amended in writing by both parties.

6.       NOTICES

Source: LINK PLUS CORP, 8-K, 8/2/2005





         All notices and communications required or permitted to be given under          this Agreement will be deemed given after receipt when sent by United          States Postal Service as registered or certified mail, postage prepaid,          and addressed to the other party at the notice addresses set forth on          the signature page (unless by such notice a different person or address          shall have been designated)

7.       ADDITIONAL PROVISIONS.

         7.1      This Agreement may not be assigned in whole or in part by                   either party without prior written consent of the other.

         7.2      All actions, cases, suits and proceedings in connection with                   this Agreement shall be brought in Maryland. All persons                   affected by this Agreement specifically consent to the                   personal jurisdiction of and venue in said courts. No action,                   case, suit or proceeding, regardless of form, arising out of                   or related to this Agreement, may be brought by either party                   more than one (1) year after the cause of action has arisen,                   or in the case of nonpayment, more than two (2) years from the                   date of the last payment. ALL ACTIONS, CASES, SUITS AND                   PROCEEDINGS SHALL BE HEARD WITHOUT A JURY. ALL PERSONS                   AFFECTED BY THIS AGREEMENT SPECIFICALLY WAIVE ALL RIGHT TO A                   TRIAL BY JURY AND SPECIFICALLY CONSENT TO THE PERSONAL                   JURISDICTION OF AND VENUE IN SAID COURTS.

         7.3      If suit or action is instituted to enforce any of the terms of                   this Agreement, then the prevailing party shall be entitled to                   recover from the other party such sums as the Court may                   adjudge reasonable as attorney's fees at trial on or appeal of                   such suit or action, in addition to all other sums provided by                   law.

         7.4      This Agreement shall be construed and governed in accordance                   with the laws of the State of Maryland regardless of the place                   or places of its physical execution and performance.

         7.5      This Agreement includes all Recitals, attachments, exhibits,                   schedules, the Software License Agreement, and contains the                   entire agreement of

                  the parties. It may not be changed orally but only by                   agreement in writing signed by the party against whom                   enforcement of any amendment, waiver, change, modification,                   extension or discharge is sought.

IN WITNESS WHEREOF, LKPL and Axiometric have executed this Agreement below.

LINK PLUS CORPORATION                       AXIOMETRIC, LLC

By:                                         By:    ---------------------------                 --------------------------------     Robert L. Jones, Jr.                          Frank Moody     Chairman, CEO                                 Managing Director

Notice Addresses:

Link Plus Corporation 6996 Columbia Gateway Drive, Suite 104 Columbia, MD 21046 Attention: Chief Operating Officer

Axiometric, LLC 10718 Vista Road Columbia, MD 21044

Source: LINK PLUS CORP, 8-K, 8/2/2005





                        EXHIBIT A - SELECTED DEFINITIONS

Axiometric means Axiometric, LLC. a Maryland limited liability company, having a principal place of business at 10718 Vista Road, Columbia, Maryland 21044.

Effective Date means July 15, 2005.

Inventions include creations, discoveries, hardware, inventions, prototypes, product suites, software, works of original authorship, and other intellectual property.

AMR Product Suite is a collection of hardware and software products that together allow a utility to record, transmit, collect, and process utility (e.g. gas, water, electric) customer usage data and exceptional conditions.

LKPL means Link Plus Corporation, a Delaware corporation having a principal place of business at 6996 Columbia Gateway Drive, Columbia, Maryland, 21046

Loss includes actions, claims, costs, debts, demands, encumbrances, expenses (including all reasonable attorneys fees, costs and litigation expenses), fines, liens, liabilities and obligations.

Gross Proceeds means the actual sums collected for the sale of any and all products in an AMR Product Suite.

Net Proceeds means the Gross Proceeds less the Production Cost (as defined below).

Production Cost means actual cost (including reasonable and competitive allowances for: materials, labor, overhead, other fixed costs, delivery, profit, taxes and duties) incurred in manufacturing and delivering AMR products. Reasonable and competitive is defined as being at or below the costs of competing manufacturers with similar capabilities manufactured under similar terms.

Royalty means the royalty payable by LKPL to Axiometric under the Software License Agreement between the parties.

Source: LINK PLUS CORP, 8-K, 8/2/2005 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output: No action,                   case, suit or proceeding, regardless of form, arising out of                   or related to this Agreement, may be brought by either party                   more than one (1) year after the cause of action has arisen,                   or in the case of nonpayment, more than two (2) years from the                   date of the last payment.

Example Input: Exhibit 1.3 AGENCY AGREEMENT May 21, 2015 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Mr. Harris: The undersigned, Dundee Securities Ltd. (the Lead Agent), Kes 7 Capital Inc., and Bloom Burton & Co. Ltd. (collectively with the Lead Agent, the Agents and each individually an Agent) understand that Tribute Pharmaceuticals Canada Inc. (the Corporation) proposes to issue and sell up to 13,043,695 common shares of the Corporation (the Offered Shares) at a price of $0.92 per Offered Share (the Offering Price) for aggregate gross proceeds of up to $12,000,199.40. The offering of the Offered Shares by the Corporation is referred to in this Agreement as the Offering. In consideration of the Agents' services to be rendered in connection with the Offering, the Corporation shall pay to the Agents a cash fee (the Agents' Fee) equal to 7.0% of the gross proceeds of the Offering. As additional consideration, the Corporation shall issue to the Agents that number of compensation options (the Compensation Options) equal to 3.5% of the number of Offered Shares sold pursuant to the Offering. The Compensation Options will be exercisable for a period of 24 months at the Offering Price. Unless otherwise stated herein, the Offered Shares shall also refer to the Compensation Options. Notwithstanding anything to the contrary contained herein, the entire Agents' Fee and Compensation Options payable in respect of Offered Shares sold pursuant to Regulation D under the United States Securities Act of 1933, as amended, shall be payable to the Lead Agent. Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Agents severally and not jointly agree to act as, and the Corporation appoints the Agents as, the exclusive agents of the Corporation to offer the Offered Shares for sale on the Closing Date (as defined herein) in the Selling Jurisdictions (as defined herein) on a private placement basis at the Offering Price. It is understood and agreed by the Corporation and the Agents that the Agents shall act as agents only and are under no obligation to purchase any of the Offered Shares. In connection with the offering and sale of the Offered Shares, the Agents shall be entitled, with the written consent of the Corporation, not to be unreasonably withheld or delayed, to retain as sub-agents other securities dealers or financial institutions to solicit subscriptions for Offered Shares. Any fee payable to such sub-agents shall be for the account of the Agents and not the Corporation. The Agents shall be entitled to the fee provided for in Section 1(1)(a). That fee shall be payable at the Closing Time upon the closing of the sale of the Offered Shares, and may be deducted by the Agents from the gross proceeds of the Offering.





Schedules: Schedule A - United States Compliance with Securities Laws 1. Definitions In this Agreement: (a) Agent and Agents have the respective meanings given to them above; (b) Agents' Counsel means Dentons Canada LLP; (c) Agents' Fee has the meaning given in Section 1(1)(a); (d) Agreement means the agreement resulting from the acceptance by the Corporation of the offer made by the Agents by this letter; (e) Applicable Securities Laws means all applicable securities laws, rules, regulations, notices and published policies of the Selling Jurisdictions in Canada and the United States; (f) Business Day means any day other than a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario; (g) Closing means the completion of the Offering; (h) Closing Date means May 21, 2015 or such other date as the Corporation and the Agents may agree upon in writing, or as may be changed pursuant to this Agreement; (i) Closing Time means 8:00 a.m. (Toronto time) on the Closing Date; (j) Corporation has the meaning given to it above; (k) Corporation's Auditors means such firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation, including prior auditors of the Corporation, as applicable; (l) Corporation's Counsel means Fogler Rubinoff LLP; (m) Compensation Options has the meaning ascribed thereto on the face page of this Agreement; (n) Compensation Option Certificates shall mean the certificates representing the Compensation Options; (o) Debt Instrument means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability; 2





(p) Due Diligence Session means the due diligence question and answer session held with management of the Corporation on May 21, 2015 and July 14, 2014; (q) Environmental Laws means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and Hazardous Materials or Conditions means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws; (r) Financial Statements means the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2013 and 2014 and for the unaudited interim financial statements for the period ended March 31, 2015 together with the notes thereto; (s) Governmental Authority (ies) means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities: (i) having or purporting to have jurisdiction over the Corporation on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power over the Corporation; (t) Indemnified Party has the meaning given to it in Section 11(b); (u) Lead Agent has the meaning given to it above; (v) Material Adverse Effect or Material Adverse Change means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation and its subsidiaries taken as a whole; (w) Material Agreement means any note, indenture, mortgage or other form of indebtedness and any contract, commitment, agreement (written or oral), joint venture instrument, lease or other document to which the Corporation is a party and which is material to the Corporation on a consolidated basis; (x) notice has the meaning given to it in Section 21; 3





(y) Offered Shares has the meaning given to it above; (z) Offering has the meaning given to it above; (aa) Offering Price has the meaning given to it above; (bb) Person means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, limited liability company and unlimited liability company; (cc) Public Record means the public disclosure of the Corporation filed on SEDAR; (dd) SEC means the United States Securities and Exchange Commission; (ee) SEDAR means the System for Electronic Document Analysis and Retrieval; (ff) Securities Commissions means the securities commissions or similar regulatory authorities in the Selling Jurisdictions; (gg) Selling Jurisdictions means all of the provinces of Canada, the United States and such other jurisdictions as the Agents and the Corporation may agree; (hh) Subscriber means, for the purposes of this Agreement, the person who executes a Subscription Agreement or, if such person executes a Subscription Agreement as a duly authorized agent of one or more principals, the principal or principals of such person; (ii) Subscription Agreements means the agreements entered into by each Subscriber and the Corporation in respect of the Subscriber's subscription for Offered Shares in the form and on terms and conditions satisfactory to each of the Corporation and the Agents, each acting reasonably; (jj) TSX-V means the TSX Venture Exchange; (kk) United States means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia; and (ll) U.S. Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In this Agreement, affiliated, misrepresentation, material change, material fact and subsidiary have the meanings ascribed thereto under the Applicable Securities Laws of the Selling Jurisdictions in Canada, and distribution means distribution or distribution to the public, as the case may be, as defined under the Applicable Securities Laws of the Selling Jurisdictions in Canada, and distribute has a corresponding meaning. In this Agreement, unless there is something in the subject matter or context inconsistent therewith: 4





(a) words used herein importing the singular number include the plural and vice versa, words importing the use of any gender include all genders, and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations, and the rest of the sentence is construed as if the necessary grammatical and terminological changes had been made; (b) references herein to any agreement or instrument, including this Agreement, are deemed to be references to the agreement or instrument as varied, amended, modified, supplemented or replaced from time to time, and any specific references herein to any legislation or enactment are deemed to be references to such legislation or enactment as the same may be amended or replaced from time to time; and (c) all dollar amounts in this Agreement are expressed in Canadian dollars except where expressly indicated otherwise. The division of this Agreement into sections, subsections, paragraphs, subparagraphs and clauses and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms this Agreement, hereof', herein, hereunder and similar expressions refer to this Agreement and the schedules hereto and not to any particular section, paragraph, subparagraph, clause or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. 2. Restrictions on Sale Each of the Agents severally and not jointly covenants and agrees with the Corporation that it will: (a) not solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canada, the Agents will only offer and sell the Offered Shares to persons resident in Canada who are: (i) accredited investors (as defined in National Instrument 45-106 - Prospectus Exemptions or, in Ontario, Section 73.3 of the Securities Act (Ontario)), and (ii) purchasing as principals; and (c) not advertise the proposed sale of the Offered Shares in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Shares any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in Canada. 5





The parties hereto acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any U.S. state. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be made only to accredited investors within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection with the Offering shall contain the restrictions in Schedule A hereto. 3. Delivery of Subscription Agreements The Agents agree to obtain from each Subscriber executed Subscription Agreements (including the execution of applicable Schedules to such Subscription Agreements) and deliver such Subscription Agreements (including applicable Schedules) to the Corporation at or prior to the Closing Time. In addition, the Agents agree to obtain from each Subscriber such forms and other documents as may be required by the Securities Commissions and by the Corporation's registrar and provided by the Corporation to the Agents for delivery under this Agreement. The Corporation and the Agents shall agree on the allocation of the Offered Shares amongst the Subscribers. 4. Representations and Warranties of the Corporation The Corporation represents, warrants and covenants to the Agents, and acknowledges that the Agents are relying upon such representations, warranties and covenants, that: (a) the Corporation (i) is duly amalgamated under the Business Corporations Act (Ontario) (the Act) and is up-to-date in respect of all material corporate filings and is in good standing under such Act; (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets (including as described in the Public Disclosure); and (iii) has all requisite corporate power, authority and capacity to create, issue and sell the Offered Shares, to enter into this Agency Agreement and the Compensation Option Certificates, and to carry out the provisions contained in hereunder and thereunder; (b) the Corporation does not have any material subsidiaries; (c) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation; (d) the Corporation has conducted its business in compliance, in all material respects, with all applicable laws, rules and regulations (including all applicable federal, national, provincial, municipal, and local environmental anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could reasonably be expected to have a Material Adverse Effect and all such licences, registrations and qualifications are valid, subsisting and in good standing; 6





(e) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Corporation so as to validly issue and sell the Offered Shares and to issue the Compensation Options; (f) except for the approval of the TSXV and any post-closing notice filings required under applicable United States federal or state securities laws, all consents, approvals, authorizations and corporate action have been taken and all necessary documents have been delivered and executed with respect to the Offering; (g) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the performance of the transactions contemplated hereby and thereby, including the issuance and sale of the Offered Shares, have been duly authorized by all necessary corporate action of the Corporation and this Agency Agreement has been executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions thereof relating to indemnity, contribution and waiver of contribution may be unenforceable under applicable law and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario); (h) except for any post-closing notice filings required under applicable United States federal or state securities laws, the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or such as may be required (and shall be obtained prior to the Closing Time) under Applicable Securities Laws or stock exchange regulations; (i) the Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and, upon receipt by the Corporation of the purchase price for the Offered Shares, will be validly issued as fully paid and non-assessable Common Shares; 7





(j) the Compensation Options have been, or prior to the Closing Time will be duly and validly authorized and created; (k) the Compensation Option Shares to be issued upon exercise of the Compensation Options, including payment in full of the applicable exercise price, will be validly issued as fully paid and non-assessable Common Shares; (l) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which, as of May 20, 2015, 100,675,988 Common Shares were outstanding as fully paid and non-assessable Common Shares; (m) the Corporation is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation on a consolidated basis; (n) no order ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares or the trading of any of the Corporation's issued securities has been issued and no proceedings for such purpose are threatened or, to the best of the Corporation's knowledge, pending; (o) except as disclosed to the Agents, no person now has any agreement or option or right or privilege (whether at law, pre- emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation; (p) since December 31, 2013, except as disclosed in the Public Record: (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation on a consolidated basis; (ii) there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis; and (iii) the Corporation has carried on its business in the ordinary course; (q) the Financial Statements of the Corporation present fairly, in all material respects, the financial condition of the Corporation on a consolidated basis for the periods then ended; (r) the Corporation does not have any liabilities, direct or indirect, contingent or otherwise, not disclosed in the Public Record which could reasonably be expected to have a Material Adverse Effect; (s) except as disclosed in the Public Record (and certain other matters disclosed in writing to the Agents that the Corporation believes are without merit and/or would not have a Material Adverse Effect), there are no threats of actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) that have been made to the Corporation or, to the knowledge of the Corporation, that are pending or affecting the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect; 8





(t) the execution and delivery of this Agency Agreement and the Compensation Option Certificates, and the fulfilment of the terms hereof and thereof by the Corporation, including the issuance and sale of the Offered Shares, do not and will not (as the case may be) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Corporation, including Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation; (C) the terms of any Debt Instrument, Material Agreement, mortgage, note, indenture, instrument, lease or any other material agreement to which the Corporation is a party or by which they are bound; or (D) any judgment, decree or order binding the Corporation or the respective property or assets of the Corporation; (u) to the knowledge of the Corporation, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation; (v) the Corporation is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Corporation has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions and the Corporation is in all material respects in compliance with the rules and regulations of the TSXV; (w) the Corporation has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents that it is required to file under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the SEC Reports) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the respective requirements of the U.S. Exchange Act and the rules and regulations of the SEC promulgated thereunder. The financial statements of the Corporation included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (GAAP), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments; 9





(x) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation of the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the FCPA), and the Corruption of Foreign Public Officials Act (Canada) (the CFPOA) including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign public official (as such term is defined in the CFPOA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA; and the Corporation will monitor its respective businesses to ensure compliance with the FCPA and the CFPOA, as applicable, and, if violations of the FCPA or the CFPOA are found, will take remedial action to remedy such violations; (y) the operations of the Corporation are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened; (z) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department (OFAC); and the Corporation will not directly or indirectly use the proceeds of this Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC; 10

(aa) all filings and fees required to be made and paid by the Corporation pursuant to Applicable Securities Laws have been paid or will be promptly paid by the Corporation following the Closing Time; (bb) the Corporation's Auditors who audited the consolidated financial statements of the Corporation for the year ended December 31, 2014 and delivered their auditors' report thereto are independent public accountants as required by the Canadian Securities Laws; (cc) there has not been any reportable event (within the meaning of National Instrument 51- 102 - Continuous Disclosure Obligations with the Corporation's Auditors; (dd) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, Taxes) due and payable by the Corporation have been paid, except for where the failure to pay such taxes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect. No examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation or result in a Material Adverse Effect; (ee) neither the Corporation or to the knowledge of the Corporation any other person, is in default in the observance or performance of any term, covenant or obligation to be performed by the Corporation or such other person under any Debt Instrument, Material Agreement, agreement, or arrangement to which the Corporation is a party or otherwise bound which could reasonably be expected to have a Material Adverse Effect, and all such contracts, agreements or arrangements are in good standing, and to the knowledge of the Corporation no event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or any other party; (ff) Equity Financial Trust Company at its principal transfer office in the City of Toronto, Ontario has been duly appointed as the registrar and transfer agent for the Common Shares; (gg) except as disclosed in the Public Record, none of the directors or officers of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any transaction during the three most recently completed financial years or during the current financial year, or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation on a consolidated basis; 11





(hh) each Debt Instrument to which the Corporation is a party is in good standing and the Corporation is not in default of any obligation or covenant under such Debt Instruments and, except for intercompany debt, the Corporation is not party to any material Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with them; (ii) the Corporation is in compliance, in all material respects, with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the Environmental Laws) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (Hazardous Substances); (jj) the Corporation has collectively, obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the Environmental Permits) necessary as at the date hereof for the operation of the business carried by the Corporation; (kk) the Corporation has not used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (ll) the Corporation has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation which are material to the Corporation, nor has the Corporation received notice of any of the same; (mm) the Corporation has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws and the Corporation has not received any request for information in connection with any federal, state, provincial, municipal or local inquiries as to disposal sites; 12





(nn) except as disclosed in the Public Record, the Corporation is the sole and exclusive owner of all right, title and interest in and to, or has a valid and enforceable right to use pursuant to a written license, all trademarks, trade names, service marks, patents, patent applications, other patent rights, copyrights, domain names, software, inventions, processes, databases, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights, whether registered or unregistered and in any jurisdiction (collectively, Intellectual Property Rights) reasonably necessary to conduct its business as now conducted or proposed to be conducted. To the knowledge of the Corporation, the Corporation's business as now conducted or proposed to be conducted as described in the Public Record, does not infringe, conflict with or otherwise violate any Intellectual Property Rights of others, and the Corporation has not received, and has no reason to believe that it will receive, any notice of infringement or conflict with asserted Intellectual Property Rights of others, or any facts or circumstances which would render any Intellectual Property Rights invalid or inadequate to protect the interest of the Corporation therein. Except as disclosed to the Agent, to the knowledge of the Corporation, there is no infringement by third parties of any Intellectual Property Rights owned by the Corporation. Except as disclosed in the Public Record, there is no pending or, to the knowledge of the Corporation, threatened action, suit, proceeding or claim relating to Intellectual Property Rights owned by the Corporation. Except as disclosed in the Public Record, the Corporation is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity. All licenses for Intellectual Property Rights owned or used by the Corporation are valid, binding upon and enforceable by or against the Corporation and, to the Corporation's knowledge, against the parties thereto in accordance with their terms. To the knowledge of the Corporation, none of the technology employed by the Corporation has been obtained or is being used by the Corporation in violation of any contractual obligation binding on the Corporation or, to the Corporation's knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any third party. All assignments from inventors to the Corporation have been obtained and filed with the appropriate patent offices for all of the Corporation's patent applications. Except as disclosed in the Public Record the Corporation does not have knowledge of any claims of third parties to any ownership interest or lien with respect to the Corporation's or its licensors' patents and patent applications. The Corporation does not know of any facts which would form a basis for a finding of unenforceability or invalidity of any of the patents, trademarks or service marks of the Corporation. The Corporation does not know of any material defects of form in the preparation or filing of the patent applications of the Corporation. To the knowledge of the Corporation, the Corporation has complied with the U.S. Patents and Trademark Office duties and Canadian equivalent duties of candor and disclosure for each patent and patent application of the Corporation. The Corporation does not know of any fact with respect to the patent applications of the Corporation presently on file that (i) would preclude the issuance of patents with respect to such applications, (ii) would lead the Corporation to conclude that such patents, when issued, would not be valid and enforceable in accordance with applicable regulations or (iii) would result in a third party having any rights in any patents issuing from such patent applications. The Corporation has taken all commercially reasonable steps to protect, maintain and safeguard its rights in all material Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements; 13





(oo) except as disclosed to the Agents, the Corporation (or parties under contractual obligation to the Corporation) holds all licenses, certificates, approvals and permits from all provincial, federal, state, United States, foreign and other regulatory authorities, including but not limited to the United States Food and Drug Administration (the FDA), Health Canada (HC), the European Medicines Agency (the EMA) and any foreign regulatory authorities performing functions similar to those performed by the FDA, HC and the EMA, that are material to the conduct of the business of the Corporation as such business is now conducted or proposed to be conducted as described in the Public Record, all of which are valid and in full force and effect and there is no proceeding pending or, to the knowledge of the Corporation, threatened which may cause any such license, certificate, approval or permit to be withdrawn, cancelled, suspended or not renewed. Nothing has come to the attention of the Corporation that has caused the Corporation to believe that the completed studies, tests, preclinical studies and clinical trials conducted by or on behalf of the Corporation that are described in the Public Record were not conducted, in all material respects, in accordance with experimental protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Corporation; or that the drug substances used in the clinical trials have not been manufactured, under current good manufacturing practices, when required, in the United States, Canada and other jurisdictions in which such clinical trials have been and are being conducted. No filing or submission to the FDA, HC, the EMA or any other regulatory body, that was or is intended to be the basis for any approval of the Corporation's products or product candidates, to the knowledge of the Corporation, contains any material omission or material false information. The Corporation is not in violation of any material law, order, rule, regulation, writ, injunction or decree of any court or governmental agency or body, applicable to the investigation of new drugs in humans and animals, including, but not limited to, those promulgated by the FDA, HC or the EMA; (pp) the descriptions in the Public Record of the results of the clinical trials referred to therein are consistent in all material respects with such results and no other studies or other clinical trials whose results are known to the Corporation are materially inconsistent with or otherwise materially call into question the results described or referred to in the Public Record. To the Corporation's knowledge, the studies, tests and preclinical and clinical trials conducted by or on behalf of the Corporation were and, if still pending, are, in all material respects, being conducted in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all applicable laws and authorizations; (qq) the Corporation possesses such valid and current certificates, authorizations or permits issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct its business, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, result in a Material Adverse Change, and the Corporation has not received, nor has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavourable decision, ruling or finding, could result in a Material Adverse Change; 14





(rr) neither the Corporation or, to the best of its knowledge, any employee or agent thereof, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, governmental officer or official, or other Person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws; (ss) there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course; (tt) each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the Employee Plans) has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws; (uu) all material accruals for unpaid vacation pay, premiums for employment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Corporation; (vv) there has never been, there is not currently and the Corporation does not anticipate any labour disruption with respect to the employees or consultants of the Corporation which is adversely affecting or could adversely affect the carrying on of the business of the Corporation; (ww) the minute books of the Corporation made available to the Agents contain copies of all constating documents and all proceedings of security holders and directors (and committees thereof) and are complete in all material respects; (xx) the Corporation is not aware of any circumstances presently existing under which liability is or could reasonably be expected to be incurred under Part XXIII.1 - Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) or analogous securities laws in the other Qualifying Jurisdictions; 15





(yy) other than the Agents, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder's fee in connection with the transactions contemplated by this Agency Agreement; (zz) the Corporation will use the proceeds from the Offering for acquisitions and working capital; and (aaa) the Corporation has complied and will comply with the representation, warranties and covenants applicable to it in Schedule A and Schedule A is true and correct in all material respects. 5. Agents' Fee In consideration for the Agents' services hereunder, the Corporation will pay to the Agents the Agents' Fee and the Corporation shall issue to the Agents that number of Compensation Options equal to 3.5% of the number of Offered Shares sold pursuant to the Offering. Unless otherwise stated herein, the Offered Shares shall also refer to the Compensation Options. The Agents' Fee shall be apportioned among the Agents as follows: Dundee Securities Ltd. 40% Kes 7 Capital Inc. 30% Bloom Burton & Co. Ltd. 30% 100% 6. Closing The sale of the Offered Shares shall be completed at the Closing Time at the offices of Corporation's Counsel in Toronto, Ontario or at such other place as the Corporation and the Agents may agree. At the Closing Time, the Corporation shall deliver to the Agents: (a) the opinions, certificates and agreements referred to in Section 9 and all other documents required to be provided by the Corporation to the Agents pursuant to this Agreement and the Subscription Agreements; (b) except for any Offered Shares offered or sold in the United States which shall be represented by individual definitive share certificates, one or more definitive share certificate(s)/and or book-entry only securities, duly registered as the Lead Agent may direct the Corporation; (c) the Corporation's receipt for payment by the Agents of an amount equal to the aggregate purchase price for the Offered Shares sold pursuant to the Offering; and (d) such further documentation as may be contemplated by this Agreement or as Agents' Counsel or the applicable regulatory authorities may reasonably require; against delivery by the Agents of: 16





(e) all duly completed Subscription Agreements tendered by the Subscribers for the Offered Shares being issued and sold and, where applicable, all completed forms, schedules and certificates contemplated by such Subscription Agreements; (f) a wire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Offered Shares sold pursuant to the Offering, less an amount equal to the Agents' Fee and the costs and expenses of the Agent provided for in Section 14; and (g) the Agents' receipt for the Agents' Fee and the definitive certificates delivered to the Agents in accordance with Section 6(b). 7. Delivery of Offered Shares The Corporation shall, prior to the Closing Date, make all necessary arrangements for the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Offered Shares) of the Offered Shares on the Closing Date in the City of Toronto. The Corporation shall pay all fees and expenses payable to its transfer agent in connection with the preparation and delivery (and, in the case of definitive certificates, execution of such definitive certificate(s) representing the Offered Shares) of the Offered Shares contemplated by this Section 7 and the fees and expenses payable to its transfer agent as may be required in the course of the distribution of the Offered Shares. 8. Agency Basis The Corporation agrees that the Agents are acting as agents of the Corporation in seeking purchasers of Offered Shares without underwriter liability, and nothing in this Agreement or any other agreement shall require the Agents to purchase any of the Offered Shares in connection with the Offering. 9. Conditions to Closing The sale of the Offered Shares shall be subject to the representations, warranties and covenants of the Corporation contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date, to the Corporation having performed all of its obligations under this Agreement and to the following additional conditions, and the Agents shall have the right on the Closing Date on behalf of Subscribers for Offered Shares to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers unless such conditions have been satisfied: (a) Delivery of Opinions (i) The Agents shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents (and, if required for opinion purposes, counsel to the Agents) from Corporation's Counsel as to the laws of Canada and the Selling Jurisdictions in Canada, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws other than those of Canada and such provinces in Canada where Corporation's Counsel is licensed to practice law (or alternatively make arrangements to have such opinions directly addressed to the Agents) and as to matters of fact, on certificates of Governmental Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to customary corporate, securities law and other matters requested by the Agents. (ii) The Agents shall have received at the Closing Time an opinion of U.S. counsel to the Corporation, Troutman Sanders LLP, in form and substance satisfactory to the Agents, acting reasonably, to the effect that the offer and sale of the Offered Shares in the United States do not require registration under the U.S. Securities Act. 17





(iii) The Agents having received at the Closing Time such further opinions, certificates and other documentation from the Corporation as may be contemplated herein or as the Agents may reasonably require, provided, however, that the Agents shall request any such opinion, certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate or document. (b) Delivery of Certificates (i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement and the transactions contemplated by this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request. (ii) The Agents shall have received at the Closing Time a certificate of good standing of the Corporation. (iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer or other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry: (A) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; 18





(B) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (C) the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Due Diligence Session were held immediately prior to the Closing Time; (D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound, required for the execution and delivery of this Agreement, the offering and sale of the Offered Shares in the Selling Jurisdictions in Canada and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); (E) no order, ruling or determination having the effect of suspending the sale of or cease trading the Offered Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and (F) such other matters as may be reasonably requested by the Agents or the Agents' Counsel. (c) Exchange Approval The Corporation shall have obtained the conditional approval of the TSX-V and any other applicable exchange in respect of the issuance and sale of the Offered Shares and all other necessary regulatory approvals prior to the Closing. (d) Consents All required third party consents and waivers necessary for the Corporation to enter into this Agreement and to consummate the transactions contemplated by this Agreement shall have been received at or prior to the Closing Time. 19





The foregoing conditions contained in this Section 9 are for the sole benefit of the Agents and may be waived in whole or in part by the Agents at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Agents may terminate their obligations under this Agreement without prejudice to any other remedies they may have and the Agents shall have the right on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers. 10. Rights of Termination (a) Regulatory Proceedings Out If, after the date hereof and prior to the Closing Time, any enquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted or announced or any order is made by any federal, provincial or other Governmental Authority in relation to the Corporation which, in the opinion of any of the Agents, operates to prevent or restrict the distribution or trading of the Offered Shares, then such Agent shall be entitled, at its option and in accordance with Section 10(e), to terminate its obligations under this Agreement by notice to that effect given to the Corporation any time at or prior to the Closing Time. (b) Disaster Out If prior to the Closing Time there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which, in the opinion of any of the Agents, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole, then such Agent shall be entitled, at its option and in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time. (c) Material Change or Change in Material Fact Out If, after the date hereof and prior to the Closing Time, there shall occur any material change or change in a material fact which, in the reasonable opinion of any of the Agents, would be expected to have a significant adverse effect on the business, affairs, prospects or financial condition of the Corporation and its subsidiaries taken as a whole or the market price or value of the securities of the Corporation, then such Agent shall be entitled, at its option, in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation any time at or prior to the Closing Time. (d) Non-Compliance with Conditions The Corporation agrees that all terms and conditions in Section 9 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its best efforts to cause such conditions to be complied with, and that any breach or failure by the Corporation to comply with any such conditions shall entitle any of the Agents, in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. Each Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non- compliance, provided that any such waiver or extension shall be binding upon an Agent only if such waiver or extension is in writing and signed by the Agent. 20

(e) Exercise of Termination Rights The rights of termination contained in Sections 10(a), (b), (c) and (d) may be exercised by any of the Agents and are in addition to any other rights or remedies any of the Agents may have in respect of any default, act or failure to act or non- compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen prior to or arise after such termination under Sections 11, 12 and 14. A notice of termination given by an Agent under Section 10(a), (b), (c) or (d) shall not be binding upon any other Agent who has not also executed such notice. 11. Indemnity (a) Rights of Indemnity (1) The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Agents and their respective affiliates, and each and every one of the directors, officers, employees, partners and agents of the Agents (individually, an Indemnified Party and collectively, the Indemnified Parties) harmless from and against any and all expenses, losses (excluding loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (a) any information or statement contained in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; 21





(b) the omission or alleged omission to state in in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation's publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation's securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation's non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. 22





(4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party's behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation's right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent. 23





(b) Notification of Claims If any matter or thing contemplated by Section 11(a) (any such matter or thing being referred to as a Claim) is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the Indemnified Party) will notify the Corporation as soon as possible of the nature of such Claim (but the omission so to notify the Corporation of any potential Claim shall not relieve the Corporation from any liability which they may have to any Indemnified Party and any omission so to notify the Corporation of any actual Claim shall affect the Corporation's liability only to the extent that the Corporation is materially prejudiced by that failure). The Corporation shall assume the defence of any suit brought to enforce such Claim, provided, however, that (i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and (ii) no settlement of any such Claim or admission of liability may be made by the Corporation without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party. (c) Right of Indemnity in Favour of Others With respect to any Indemnified Party who is not a party to this Agreement, the Agents shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such Indemnified Party. (d) Retaining Counsel In any such Claim, the Indemnified Party shall have the right to retain one separate counsel to act on his or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed in writing to the retention of the other counsel; (ii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation and the Indemnified Party shall have been advised in writing by counsel to the Indemnified Party that the representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between the Corporation and the Indemnified Party; or (iii) the Corporation shall not have retained counsel within seven Business Days following receipt by the Corporation of notice of any such Claim from the Indemnified Party; provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. 24





12. Contribution (a) Rights of Contribution In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 11 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agents or enforceable otherwise than in accordance with its terms, the Corporation and the Agents shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits) of a nature contemplated by Section 11 in such proportions so that the Agents shall be responsible for the portion represented by the percentage that the aggregate Agents' Fee hereunder bears to the aggregate offering price of the Offered Shares being sold by the Corporation and the Corporation shall be responsible for the balance, whether or not they have been sued together or sued separately, provided, however, that (i) the Agents shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Agents' Fee actually received by the Agents from the Corporation under this Agreement; (ii) each Agent shall not in any event be liable to contribute, individually, any amount in excess of such Agents' portion of the aggregate Agents' Fee actually received from the Corporation under this Agreement; and (iii) no party who has engaged in any fraud, fraudulent misrepresentation, wilful misconduct or negligence shall be entitled to claim contribution from any person who has not engaged in such fraud, fraudulent misrepresentation, wilful misconduct or negligence. (b) Rights of Contribution in Addition to Other Rights The rights to contribution provided in this Section 12 shall be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise at law. (c) Right of Contribution in Favour of Others With respect to this Section 12, the Corporation acknowledges and agrees that the Agents are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents. For purposes of this Section 12, each person, if any, who controls an Agent within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act and each Agents' affiliates and selling agents shall have the same rights to contribution as such Agent and each person, if any, who controls the Corporation within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act shall have the same rights to contribution as the Corporation. The Agents' respective obligations to contribute pursuant to this Section 12 are several in proportion to the percentages of Agents' Fee set forth opposite their respective names in Section 5(a) hereof and not joint. 25





(d) Remedy Not Exclusive The remedies provided for in this Section 12 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any party at law or in equity. 13. Severability If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement. 14. Expenses (a) Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Shares and all expenses of or incidental to all other matters in connection with the offering of the Offered Shares shall be borne by the Corporation including, without limitation, all fees and disbursements of all legal counsel to the Corporation (including U.S., foreign and local counsel), all fees and disbursements of the Corporation's accountants and auditors, all expenses related to road shows and marketing activities, all printing costs incurred in connection with the offering of the Offered Shares, including certificates, if any, representing the Offered Shares, all filing fees, all fees and expenses relating to listing the Offered Shares on any exchanges, all transfer agent fees and expenses, and all reasonable out-of-pocket expenses of the Agents incurred in connection with the offering of the Offered Shares, including without limitation the fees of Canadian counsel to the Agents which shall not exceed $50,000 (not including applicable taxes and disbursements and $10,000 USD plus tax and disbursements for U.S. Counsel), and any advertising, printing, courier, telecommunications, data search, presentation, travel and other expenses incurred by the Agents together with all related taxes (including, without limitation, provincial sales taxes and HST). (b) All expenses payable by the Corporation to the Agent in accordance with this Agreement shall be payable whether or not the Offering is completed. 15. Survival of Representations and Warranties The representations, warranties, obligations and agreements of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Shares shall survive the payment by the Agents for the Offered Shares, if any, and the distribution of the Offered Shares, and shall continue in full force and effect unaffected by the termination of the Agents' obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the distribution of the Offered Shares. 26





16. Entire Agreement This Agreement, including any schedules hereto, represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, warranties, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. This Agreement shall not be amended or varied in its terms by oral agreement or by representations or otherwise except by instrument in writing executed by the duly authorized representatives of the parties hereto or their respective successors or assigns. It is understood that the terms and conditions of this Agreement supersede any previous verbal or written agreement between the Agents and the Corporation relating to the subject matter hereof. 17. Amendment No modification or amendment to this Agreement may be made unless agreed upon by the Corporation and the Agents in writing. 18. Assignment and Enurement No party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other parties and any transfer or assignment or purported transfer or assignment in contravention of this Section 18 shall be void and without force or effect. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. 19. Time Time is of the essence in the performance of the parties' respective obligations under this Agreement. 20. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. 21. Notice Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a notice) shall be in writing addressed as follows: If to the Corporation, addressed and sent to: Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris Facsimile No.: 519.434.4382 e-mail: rob.harris@tributepharma.com 27





with a copy to (which copy shall not constitute notice): Fogler, Rubinoff LLP 77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, Ontario M5K 1G8 Attention: Eric Roblin Facsimile No.: 416.941.8852 e-mail: eroblin@foglers.com to the Agents at: Dundee Securities Ltd. 1 Adelaide Street East, Suite 2000 Toronto, Ontario M5C 2V9 Attention: Aaron Unger Facsimile No.: 416.849.1380 e-mail: aunger@dundeecapitalmarkets.com Kes 7 Capital Inc. 2 Bloor Street East, Suite 2102 Toronto, Ontario M4W 1A8 Attention: Marc Lustig e-mail: marcl@kes7capital.com Bloom Burton & Co. Ltd. 65 Front Street West Suite 300 Toronto, Ontario M5E 1B5 Attention: Jolyon Burton Facsimile No.: 416.640.7573 e-mail: jburton@bloomburton.com with a copy to (which copy shall not constitute notice): Dentons Canada LLP 77 King Street West, Suite 400, TD Centre Toronto, Ontario M5K 0A1 28





Attention: Andrew Elbaz Facsimile No.: 416.863.4592 email: andrew.elbaz@dentons.com or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 21. Each notice shall be personally delivered to the addressee or sent by fax or e-mail to the addressee. A notice which is personally delivered or delivered by fax or e-mail shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered. 22. Authority of the Lead Agent The Lead Agent is hereby authorized by each of the other Agents to act on its behalf, except in respect of any consent to a settlement pursuant to Section 11(b) which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 10 which notice may be given by any of the Agents, or any waiver pursuant to Section 10(d), which waiver must be signed by all of the Agents. 23. Agents as Trustee The Corporation acknowledges and agrees that it is the intention of the parties to this Agreement and the Corporation hereby constitutes the Agents as trustees for each of the Subscribers in respect of each of the representations and warranties of the Corporation contained in this Agreement and the Agents shall be entitled, as trustees, in addition to any rights of the Subscribers, to enforce such representations and warranties on behalf of the Subscribers. 24. Counterparts This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement. [The remainder of this page has been left blank intentionally.] 29





If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Lead Agent upon which this letter as so accepted shall constitute an Agreement among us. Yours very truly, DUNDEE SECURITIES LTD. By: /s/ Aaron Unger Name: Aaron Unger Title: Managing Director KES 7 CAPITAL INC. By: /s/ Mark Christensen Name: Mark Christensen Title: President and CEO BLOOM BURTON & CO. LTD. By: /s/ Jolyon Burton Name: Jolyon Burton Title: CEO 30





The foregoing offer is accepted and agreed to as of the date first above written. TRIBUTE PHARMACEUTICALS INC. By: /s/ Rob Harris Name: Rob Harris Title: President and CEO 31

SCHEDULE A COMPLIANCE WITH UNITED STATES SECURITIES LAWS As used in this Schedule and related exhibits, the following terms shall have the meanings indicated: (a) Accredited Investors means institutions that are accredited investors meeting the criteria set forth in Rule 501(a) of Regulation D; (b) Directed Selling Efforts means directed selling efforts as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares; (c) Foreign Issuer means foreign issuer as that term is defined in Rule 902(e) of Regulation S; (d) General Solicitation and General Advertising means general solicitation and general advertising, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising; (e) Offshore Transaction means an offshore transaction as that term is defined in Rule 902(h) of Regulation S; (f) Regulation D means Regulation D adopted by the SEC under the U.S. Securities Act; (g) Regulation S means Regulation S adopted by the SEC under the U.S. Securities Act; (h) SEC means the United States Securities and Exchange Commission; (i) Substantial U.S. Market Interest means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S; (j) U.S. Affiliate of any Lead Agent means the U.S. registered broker-dealer affiliate of the Lead Agent; (k) U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and (l) U.S. Subscriber means a Subscriber located in the United States, who was offered Offered Shares in the United States, who originated their purchase at or from the United States or who executes a Subscription Agreement while in the United States.





All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings assigned to them in the Agency Agreement to which this Schedule is attached. Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and acknowledges to and with the Agents and the U.S. Affiliates that: 1. The Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the common shares of the Corporation. 2. The Corporation is not, and after giving effect to the Offering and the application of the proceeds as contemplated hereby, will not be, required to register as an investment company as such term is defined under the United States Investment Corporation Act of 1940, as amended. 3. Except with respect to offers and sales to Accredited Investors identified by the Agents in reliance upon Regulation D, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Subscriber is outside the United States. 4. None of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment), has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause the registration exemption and exclusion afforded by Rule 506(b) of Regulation D or Rule 903 of Regulation S, respectively, to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement. 5. None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 2





6. For the period commencing six months prior to the date hereof and ending six months following the completion of the Offering, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has sold, offered for sale or solicited any offer to buy or will sell, offer to sell or solicit any offer to buy any of the Corporation's securities in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemption from registration afforded by Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Shares. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. None of the Corporation, its affiliates or any person on any of their behalf (other than the Agents, the U.S. Affiliates, or any members of the banking and selling group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, covenant or acknowledgment) has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the Offering. 9. The Corporation will cause a Form D to be filed with the SEC within 15 days of the first sale of the Offered Shares to a U.S. Subscriber, and will, within the prescribed time periods, prepare and file any other forms or notices required under any state securities laws in connection with the offer and sale of Offered Shares. 10. With respect to Offered Shares to be offered and sold in reliance on Rule 506(b) of Regulation D, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the Offering, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale (each, an Issuer Covered Person and, together, Issuer Covered Persons) is subject to any of the Bad Actor disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a Disqualification Event), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agents a copy of any disclosures provided thereunder. 11. The Corporation is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D. 3





12. The Corporation will notify the Agents, in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. Representations, Warranties and Covenants of the Agents Each of the Agents represents, warrants, covenants and acknowledges to and with the Corporation that: 1. The Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Offered Shares except: (a), in case of all Agents, offers and sales in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b), in the case of the Lead Agent, offers in the United States to Accredited Investors as permitted by this Agreement. Accordingly, none of the Agent, its affiliates or any persons acting on any of their behalf, has made or will make (except as permitted in this Agreement): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to any person in the United States; (ii) any sale of Offered Shares to any Subscriber unless, at the time the buy order was or will have been originated, the Subscriber was outside the United States, or such Agent, affiliate or person acting on any of their behalf reasonably believed that such Subscriber was outside the United States. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its reasonable best efforts to ensure that its U.S. Affiliate and each selling group member complies with, the provisions of this Schedule applicable to the Agent as if such provisions applied to such U.S. Affiliate and such selling group members. 3. All offers of Offered Shares in the United States shall be made only by the Lead Agent through its U.S. Affiliate, which on the dates of such offers and subsequent sales by the Corporation was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws (unless exempt from the registration requirements thereof) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. The U.S. Affiliate will make all offers and arrange for all sales by the Corporation of Offered Shares in compliance with all applicable United States federal and state broker-dealer requirements and this Schedule. 4





4. None of the Agent, its affiliates, or any person acting on behalf of any of them, have engaged in any Directed Selling Efforts or have solicited or will solicit offers to buy, or have offered to sell or will offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 5. Any offer to sell or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States by the Lead Agent through the U.S. Affiliate was or will be made only to Accredited Investors in transaction that in compliance with Rule 506(b) of Regulation D and to be exempt from registration under and in compliance with applicable state securities laws. 6. Immediately prior to soliciting any U.S. Subscriber, the Lead Agent, its U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them, had reasonable grounds to believe and did believe that each such U.S. Subscriber was an Accredited Investor, based upon a pre-existing relationship, and at the time of completion of each sale by the Corporation to such U.S. Subscriber, the Lead Agent, its U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them will have reasonable grounds to believe and will believe, that each U.S. Subscriber designated by the Lead Agent or its U.S. Affiliate to purchase Offered Shares from the Corporation is an Accredited Investor. 7. Prior to arranging for any sale by the Corporation of Offered Shares to U.S. Subscribers, the Lead Agent shall cause each such U.S. Subscriber to duly complete and execute a Subscription Agreement to be used for U.S. Subscribers. 8. At least one business day prior to the Closing Date, the transfer agent for the Corporation will be provided with a list of all U.S. Subscribers. 9. At the Closing Time, the Lead Agent, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit I to this Schedule A relating to the manner of the offer of the Offered Shares in the United States or will be deemed to have represented and warranted to the Corporation that neither it nor its U.S. Affiliate has offered or sold Offered Shares in the United States. 10. Prior to arranging any sale by the Corporation of Offered Shares to a U.S. Subscriber, each such person will be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such U.S. Subscriber in reliance on an exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. 11. None of the Agent, the U.S. Affiliate, or any person acting on its or their behalf has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with the Offering. 12. Other than Lead Agent and the U.S. Affiliate, it has not made and will not make any offers or sales of Offered Shares in the United States in connection with the Offering. 5





13. The Lead Agent represents and warrants that with respect to Offered Shares to be sold in reliance on Rule 506(b) of Regulation D, none of it, or the U.S. Affiliate, or any of its or the U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the Offering, or any other person associated with the Lead Agent who will receive, directly or indirectly, remuneration for solicitation of Subscribers of Offered Shares pursuant to Rule 506(b) of Regulation D (each, a Dealer Covered Person and, together, Dealer Covered Persons), is subject to any Disqualification Event (as defined below) except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. 14. The Lead Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Shares pursuant to Rule 506(b) of Regulation D. It will notify the Corporation, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale. 15. The Lead Agent will notify the Corporation, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation in accordance herewith, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. 6 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
Example Output: With respect to any Indemnified Party who is not a party to this Agreement, the Agents shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such Indemnified Party.

Example Input: SOFTWARE LICENSE AND MAINTENANCE AGREEMENT     THIS SOFTWARE LICENSE AND MAINTENANCE AGREEMENT (Agreement) is made and entered into as of this 27th day of April  2009 by and between SFG Financial Corp, a/k/a E-Path FX, a Delaware Corporation whose principal address is 575 Madison Avenue, 8th Floor, New  York, NY 10022 (Licensor), and 551 FX IB Associates, LLC a Delaware Limited Liability Company, whose principal address is located at 575 Madison Avenue, 8th Floor, New York, NY 10022 (Licensee).     WHEREAS, Licensor is the owner of a certain proprietary trading software known as the E-Path FX Trading Platform, specifically, and  variations thereof, along with documentation and related information, including the intellectual property rights pertaining thereto: and     WHEREAS, Licensor is the owner of the computer equipment (the Hardware) required for the operation of the Platform that is located  at a single centralized location, specifically at Internap Inc,76 Ninth Avenue, New York, New York10011; and     WHEREAS, Licensee desires to obtain from licensor a Non Exclusive, Non Transferrable license rights and licenses granted herein to the  Platform, for purposes of implementing and marketing an over-the-counter, (OTC) Foreign Currency Exchange Service utilizing the Platform; and     WHEREAS, Licensor shall convey a Non Exclusive license to the Licensee solely for Licensee's use in the field of foreign exchange  transactions only; and     WHEREAS, Licensor is willing to grant such rights, licenses and options under the terms and conditions of this agreement;     NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt  and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:        ARTICLE I  CERTAIN DEFINITIONS     For the purposes of this Agreement:





1.1 AFFILIATE means, in the case of any corporation, partnership, limited liability company or other business or investment entity, a  different business entity or other individual that directly or indirectly, through one or more intermediaries controls, or is controlled by, or  is under common control with the business entity.

1.2 CONFIDENTIAL INFORMATION shall mean, all existing and future information, including but not limited to Software documentation,  Software training and instruction manuals, data, reports, programs, methods, tapes, recorded notes, computer-generated data, tests,  studies and other written documents, computer programs, proprietary trade secrets and know-how, Software, Intellectual Property Rights  and any and all other information embodied in a tangible form relating to and disclosed to the Licensee in connection with this  Agreement, including but not limited to those related to the Licensed Technology. The foregoing items referenced in the preceding  sentence shall be deemed to be confidential within the meaning hereof when, and so long as it is not in possession of the Licensee  prior to the disclosure thereof (except in the event same wrongfully obtained by, or wrongly disclosed to the Licensee); or is not then and  does not become part of the public knowledge and literature through the fault of the Licensee.



















1.3 DERIVATIVE WORK means any additions, modifications, improvements or enhancements based upon or incorporating the Licensed  Technology, such as modifications, enhancements or any other form in which the Licensed Software may be recast, transformed or adapted.

1.4 DOCUMENTATION means documentation developed by Licensor from time to time in printed or computer file format relating to the  installation or use of the Licensed Software.

1.5 FIELD OF USE means, and is limited to, the utilization of the Licensed Technology by the Licensee for the exclusive purpose of  fulfilling Spot FX transactions by transmitting market data and orders. The Field of Use shall not include any functions or applications  not expressly described in the preceding sentence, but shall include functions or applications developed by Licensor to enhance the  performance within the Field of Use.

1.6 INTELLECTUAL PROPERTY RIGHTS means, collectively, all of the following intellectual and similar property rights of Licensor,  whether or not filed, perfected, registered, issued or recorded and whether now or hereafter existing including, but not limited to, all: (i)  patents, patent applications, and patent rights, including any and all continuations, divisions, reissues, reexaminations, or extensions  thereof; (ii) rights associated with works of authorship, including but not limited to copyrights, copyright applications and copyright  registrations. Moral Rights (as defined below) trademarks, trademark applications, service marks, trade dress and mask works; (iii) rights  relating to the protection of trade secrets, know-how and other confidential information including, but not limited to, rights in industrial  property and all associated information and confidential or proprietary information; (iv) industrial design rights; (v) utility models,  inventions, and/or discoveries; (vi) know-how or other data or information, software, databases and all embodiments or fixations thereof; (vii) Licenses, documentations, registrations and franchises, and all additions, improvements and accessions to , and books and records describing or used in connection with, any of the items set forth in the preceding clause and (viii) any rights analogous to those set forth  in the preceding clauses and any other proprietary rights relating to intangible property.

1.7 LICENSED KNOW-HOW means the proprietary know-how and trade secrets related to the Licensed Software and all Intellectual  Property Rights with respect to the Licensed Software.

1.8 LICENSED SOFTWARE means the Platform Software.













      ARTICLE II  LICENSE GRANT AND RESTRICTIONS       I. Licensee acknowledges and agrees that:





1.9 LICENSED TECHNOLOGY means the Licensed Know-How and the Licensed Software, collectively.

1.10 MORAL RIGHTS means and right of paternity or integrity, any right to claim authorship of, to object to or prevent and distortion,  mutilation or modification of, or other derogatory action in relation to, the subject work, whether or not such would be prejudicial to the  author's honor or reputation, to withdraw from circulation or control the publication or distribution of the subject work, or similar right,  existing under judicial or statutory law of any county in the world, or under and treaty, regardless of whether or not such right is  denominated or generally referred to as a moral right.

1.11 PLATFORM SOFTWARE means all Software owned, licensed and/or controlled by Licensor necessary for the Licensee to operate E- Path FX Trading Platform (Platform), which provides real-time consolidation of multiple Electronic Communication Networks (ECN)  markets, exchanges, and other pools of liquidity for Spot FX (collectively the Pools of Liquidity) via proprietary processes and front- end user interface for viewing market data and trading Spot FX.

1.12 SOFTWARE means computer programs and systems, whether embodied in software , firmware or otherwise, including, software  compilations, software, software implementations of algorithms, software tool sets, compilers, and software models and methodologies  (regardless of the stage of development or completion) including any and all: (a) media on which any of the foregoing is recorded; (b)  forms in which any of the foregoing is embodied (whether in Source Code, Object Code, executable code or human readable form); (c)  translation, ported versions and modifications or any of the foregoing. Source Code means fully documented human-readable source  code form of the Software, including programmer's notes and materials and documentation, sufficient to allow a reasonably skilled  programmer to understand the design, logic, structure, functionality, operation and features and to use, operate, maintain, modify,  support and diagnose errors. Object Code means Software in machine-readable form that is substantially or entirely in binary form or  otherwise directly executable by a computer after processing or linking.

i. The Licensed Technology is comprised of Licensor's trade secrets and other proprietary, confidential information; and

ii. Licensee will not sell, lease, lend, transfer, assign, hypothecate, or otherwise distribute the licensed programs to  any third party for use in the field of foreign exchange transactions unless the Licensee receives specific approval  of the Licensor.













   The licensee will not use the Licensed Technology or permit the use of the Licensed Technology for any illegal  purpose, and will use the Licensed Technology only in accordance with the terms of this License Agreement.

   Licensor, specifically and without limiting any of the foregoing assumes neither, responsibility or liability for the  availability, timeliness or accuracy of the system or any equipment, regardless of whether or not the equipment was recommended, selected, is contained for, or is located on the Licensor's premises.     The Licensee has independently evaluated the system, and has concluded that use of the system confers a  significant benefit to the Licensee. Accordingly the Licensee hereby assumes all liabilities and risks associated  with the use of the system and equipment, except for direct damages arising from gross negligence or willful  misconduct of the Licensor.

iii. Licensor hereby, subject to the terms and conditions of this Agreement and provided that Licensee makes  payments to Licensor as required under this Agreement, grants to Licensee a non-exclusive license to utilize  Licensed Technology solely in the Field of Use and subject to the additional restrictions set forth below and otherwise in this License Agreement.

iv. It is hereby acknowledged by Licensor, that Licensee desires to make use of the Licensed Technology to access  consolidated market data and to enter orders for trading Spot FX.

v. The Licensee's rights to access and use the Licensed Technology is limited to Licensor's operating hours, on days  that the foreign exchange markets are open for trading (FX) (Market Day). At the end of the Licensor's  operating hours or each market day the system will automatically transmit cancellation messages for each open  ticket that is processed on the system or on any of the Pools of Liquidity at that time. There is no guarantee that  these cancellations of the open tickets, nor that such tickets will not result in executions outside of the Licensor's  operating hours. The Licensee will be responsible for immediately reporting to the Licensor any apparent failure of  either transmissions or other system failure or delays.

vi. The Licensee will use the Licensed Technology only for (i) receiving market data, and (ii) entering trading tickets in  the ordinary course of the Licensee's business activities.

vii. The Licensee acknowledges and understands neither, the Licensor, nor any of its respective affiliates, employees,  officers or agents shall assume any responsibility or liability for the system's operations, involving the operations  of any equipment, (including but not limited to computer equipment or peripherals, server equipment,  communication equipment and data lines, all such equipment, collectively referred to herein as the Equipment).











   The foregoing shall apply regardless of whether a claim arises in contract, tort, negligence, strict  liability or otherwise.     II. Additional Restrictions. The Licensee expressly agrees and acknowledges that, notwithstanding anything herein to the contrary,  Licensee is not licensed to, and Licensee expressly agrees that it shall not(and shall not permit any third party to);







viii. The Licensee acknowledges and understands that accessing the Licensed Technology triggers and constitutes a  renewed assumption of such liabilities and risk.

i. The Licensee agrees that neither the Licensor, nor any of its respective affiliates, employees, officers,  or agents, shall be liable for any loss, damage, cost or expense, (direct or indirect) except for direct  damages arising from the gross negligence of willful misconduct of the Licensor.

ii. Licensor shall assume no liability, both contingent and otherwise, which may arise out of or be in any  way related to the following; (a) furnishing, performance, maintenance, use of, or inability to use all or  any part of the system, (b) any fault in the delivery or operation of the system, (c) suspension or  termination of the Licensee's ability to use all or part of the system, or any inaccuracies or omissions  in any information or documentation provided, (d) any failure or delay suffered or allegedly suffered  by Licensee in initiating and terminating trades, (e) the termination of all or part of this Licensee  Agreement by the Licensor, (f) the termination or modification of any and all parts of the License.

(a) use the Licensed Technology (all or any portion thereof) other than within the scope of the license granted by Licensor  under this Agreement;

(b) disclose any Licensed Technology to, or permit the use or access of any Licensed Technology by, any third party for any  reason without the prior written consent of Licensor;

(c) sublicense, assign, lease, transfer or distribute any Licensed Technology, or operate and Licensed Technology for  timesharing, rental, outsourcing, or service bureau operations, or to train persons (other than employees of the Licensee on  the use of any Licensed Technology solely in the Field of Use);













   In addition, Licensor acknowledges and agrees that, except to the extent necessary for Licensee to exercise its rights under  the license granted in this Agreement, Licensee is not being granted, and will not hold, any other intellectual property rights  of Licensor whatsoever. Licensee's rights in the Licensed Technology are hereby limited to the license rights expressly  granted to Licensee under this Agreement and all rights not expressly granted to Licensee herein are expressly reserved and  retained by Licensor. Licensee acknowledges that the grant of the license set forth in this Section is a non-exclusive license  and that the Licensor shall have the right to use and to license to other parties the Licensed Technology for any purpose  and in any manner as Licensor may determine in its sole discretion.     Licensee acknowledges and agrees that the restrictions set forth in this Section, constitute a material inducement and  consideration for Licensor's willingness to grant the license set forth herein. Any failure of Licensee to adhere to these restrictions will constitute a material failure of consideration and material breach of this Agreement that will entitle Licensor  to terminate this Agreement and all Licensee's rights and licenses hereunder upon written notice to Licensee in accordance  with the provisions of this Agreement.

(d) create or develop, and/or allow any third party to create or develop, any Derivative Work of any Licensed Technology;

(e) disclose any Licensed Technology to, or permit the use or access of any Licensed Technology by any individuals other  than the employees of the Licensee for use in the Field of Use.

(f) directly or indirectly, reverse engineer, reverse assemble, disassemble or decompile all and/or part of the Licensed  Technology, or otherwise attempt to discover any source code, algorithms, trade secrets or other proprietary rights  embedded in or relating to the Licensed Technology by any means whatsoever (except and solely to the extent that applicable law prohibits reverse engineering restrictions), nor shall it knowingly permit any other individual or corporation,  association, partnership, limited liability Licensee, joint venture, joint stock or other Licensee, business trust, trust,  organization, governmental authority or other entity of any kind to do so.

(g) Modify, alter, improve and/or change in any manner all and/or any portion of the Licensed Technology in any manner  without the prior written consent of Licensor.





   ARTICLE III  OWNERSHIP    Licensee acknowledges that Licensor owns all right, title, and interest in and to the Licensed Technology and all Intellectual Property  Rights therein. Licensee will not delete or in any manner alter the copyright, or other proprietary rights, notices of Licensor appearing on or in the  Licensed Technology as delivered to Licensee. Licensee will not copy or reproduce the Licensed Technology (including Derivative Works of  Licensed Technology), in whole or in part without the prior written consent of Licensor. To the extent Licensee is provided reproduction rights  pursuant to such written consent, Licensee must reproduce on each copy of any Software related to the Licensed Technology, all copyrights,  patent, or trademark notice, and any other proprietary legends that were provided in the originals. In addition, Licensee will use its reasonable  efforts to protect Intellectual Property Rights in the Licensed Technology and will report promptly to Licensor any infringement of such rights of  which the Licensee becomes aware. Licensor reserves the right at its discretion to assert claims against third parties for the infringement or  misappropriation of Licensor's Intellectual; Property Rights in the Licensed Technology and to retain all compensation, damages and other  amount payable to Licensor with regard to such infringement or misappropriation therein.       ARTICLE IV  TERM    I Subject to termination pursuant to this Agreement, the Non Exclusive license granted by Licensor to Licensee shall be for an initial  period of 36 months, commencing from the acceptance date, (the Initial Period). The Agreement may be renewed for an additional period of  seven (7) years at the option of the Licensor. Upon any breach by Licensee of any representation, warranty, covenant and/or obligation  hereunder, the Licensor may immediately terminate this Agreement and prohibit the Licensee's use of any and/or all of the Licensed Technology.  In the event of such immediate termination Licensor shall retain all of it rights under this Agreement and applicable law including but not limited to  the right to receive payments for all trades performed using the Licensed Technology.     II The Initial Period shall be extended by mutual written of the parties within 45 days of the close of the Initial Period.     III Any additional extension of this License Agreement will be by mutual agreement in writing.     ARTICLE V  LICENSEE FEE, TAXES, AND TERM     I As consideration for the Licensee to use the licensed programs and software system as set forth in this agreement, Licensee shall pay to  Licensor the Non Exclusive license fee as set forth below.





   (a) Form of Payment:     Licensee shall remit to Licensor, contemporaneous with the execution of this Agreement, a n  Initial Payment of  $35,000.00 which has previously been advanced by Licensee to the Licensor.     All payments provided for in this Agreement are exclusive of, (and Licensee shall pay) all taxes, customs, duties,  insurance, shipping, and other charges. Payments made to Licensor shall be in United States Dollars.     (b) Taxes:     All taxes in connection with this Agreement including foreign or domestic sales, use, personal property, excise, or other  similar taxes, duties, and charges that may become due as a result of sales of the Platform, however, designated, which charges shall be paid directly by Licensee.



   USER FEES - Non-Exclusive User Fee and Pay Periods

   Charges and Payment Terms



(c) Option

The Licensor shall grant to the Licensee a six month option (the Option) to purchase up to 3,333,333 shares of its  common stock. If the Option is exercised in part or in whole on or before June 30, 2009, the exercise price of the Option  shall be $0.15. However, if the Option is exercised after July 1, 2009, the exercise price of the Option shall be $0.20. The Licensor acknowledges that to date the Licensee has advanced the aggregate sum of $63,309, of which $28,309 shall be  applied against the partial exercise of the Option. Additional sums advanced to SFG, prior to the execution of this  Agreement, and subsequent to the execution of this Agreement shall be detailed in Schedule A and annexed hereto  and will be applied consistent with the terms of the Option granted pursuant to this section.

II. As compensation for the Licensee to use the Licensed Technology during the Initial Period, Licensee shall pay to Licensor, the  following user fees:

Monthly Notional  Volume bands  (US$bn) traded on  Platform by Licensee

Payments to Licensor  Fee rate per US$1million  traded  (for each one-way part  of the trade)

0-10 US$7.50

10-20 US$7.00

20-30 US$6.00

30-50 US$5.50

50+ US$5.00























   The cost of the audit will be borne by Licensor unless a discrepancy of more than five-percent (5%) is discovered, in which  case the cost of the audit shall be borne by Licensee.

i. For the purpose of this Agreement:

(i) Monthly Notional Volume  means the US$ (US Dollar) equivalent of the primary currency traded Client turnover,  provided that US$ (US Dollar) conversion should be made based upon the monthly revaluation rate (last business day) and volume should be rounded to the nearest million; and

(ii) For the avoidance of doubt, if any of the Monthly Notional Volume is reached in one relevant month, the fee rate per  trade applicable to the highest Monthly Notional Volume band reached in that month shall apply to all trades (each  way) in that month; not just to the trades within a particular band. For example, if in any given month the Monthly  Notional volume traded is (US$10.1 billion), the fee rate per (US$1 million trade will be US$7 for the entire amount of  US$10.1 billion.

III. Time of Payment

(a) Each payment for a particular calendar month shall be due no later than the (20th) day of the subsequent calendar month.

(b) The Licensee shall calculate the license fee payable to the Licensor for each month based on the Monthly Notional Volume  bands for that pay period and shall pay the Licensor accordingly. In no event shall the amount payable by the Licensor be  less than the amount recorded by the Licensee as being traded with the Licensed Technology multiplied by the applicable  Fees set forth above.

IV. Record Keeping and Reports

(a) As a condition of Licensee receiving the grant of a license herein, Licensee agrees to maintain reasonable records relating to  all trades conducted through the Licensed Technology and all other uses of the Licensed Technology by the Licensee  under this Agreement. Licensee shall prepare and submit summary quarterly reports to Licensor no later than 20 days  following the last business day of each calendar quarter, which reports must specify a complete record of usage of the  Licensed Technology by the Licensee and shall accompany the payments made to Licensor.

(b) Licensee agrees to allow an independent Certified Public Accountant or other Audit Professional, (selected by mutual  agreement) to audit and analyze appropriate accounting records to ensure compliance with all terms of this Agreement. Any  such audit shall be permitted by Licensee within 30 days of Licensee's receipt of a written request of Licensor.



















   Supplemental Payments will be paid by the Licensee to the Licensor within (10) days of receipt of said payments by the Licensee from third parties

   (a) Simultaneously with the execution hereof, the Licensor shall issue to the Licensee 350,000 shares of its common stock as a bonus.

(b) Rebate Shares. During the period commencing on the Acceptance Date through the thirty six (36th) month anniversary of this  Agreement, the Licensor shall remit to Licensee a series of rebates based upon the amount of Notional Volumes traded on the EPath FX  Trading Platform by Licensee. The computation of the rebates received by Licensee shall be expressed as a fixed percentage (15%) of  Billable Platform Fees paid by Licensee to Licensor. The rebates shall be payable in shares of Licensor's Common Stock; priced at $.25  cents per share. The amount of rebates earned by Licensee shall be calculated for each tranche of 30 Billion of Notional Volume traded in  the EPath FX Platform by Licensee. The amount of shares earned by Licensee shall terminate at the earlier of, the expiration of the term of  this Agreement or the receipt of Six (6,000,000) Million shares of Licensor's common stock by Licensee.    By way of illustration, if the Licensee trades 30 Billion of Notional Volume on the Platform, with a Billable Platform Fee of $279,000. The  rebate to Licensee will be calculated as follows:  Rebate = 15% of $279,000 = $41,850;  Shares of Licensor representing $41,850/$.25 = 167,400 shares of Licensor.

V. Enhancements: Supplemental Payments

I. During the term of the non-exclusive license agreement, Licensor shall receive from Licensee one third (33%) of the gross  amounts earned by the Licensee from third parties applicable to the following areas of the Licensed Technology usage (if any),  (Supplemental Payments):

(a) Clearing fees

(b) Banking Rebates (give-up fees)

(c) Processing of half pips

(d) Swap rates (swap interest rate differential)

(e) Currency spreads

II. Shares





  ARTICLE VI  SUB LICENSE AGREEMENT        Licensee agrees it shall not exchange, lease, sublease, distribute, assign, sell or otherwise transfer in any manner any right and/or interest  incident to the License Technology to any third party under any circumstances, without the prior written consent of the Licensor.          ARTICLE VII  TECHNICAL SUPPORT SERVICES       (a) The Licensor shall provide Technical Support Services relating to the maintenance and support of the Software and the Licensee shall pay  the Licensor $2,500 per month for such Technical Support Services.     (b) The Licensee may request that the Licensor performs further development and customization work for creating a unique client front end  and other enhancements to the Platform Software after the effective date. In the event the Licensee desires such services, the Licensee must agree  in writing to a price and the terms for such services based upon the scope of the work requested by Licensee. Until such an agreement is entered  into in writing, the Licensor shall have no obligation to perform such work.     (c) The parties agree that (except for the customization work) (above) all future enhancements to the Software, including any new Revisions,  Versions, updates to, or any other non-customized development work regarding the Software (which the Licensee may accept or decline) shall be  provided to the Licensee during the term of this Agreement at no additional cost.     (d) Except for the Charges set forth above, there shall be no additional fees payable by the Licensee to the Licensor for technical support  services pursuant to this Agreement, unless the parties agree to the contrary in writing.     (e) Licensee and Licensor Responsibilities





i. The Licensor shall provide customer support to Licensee on terms and conditions set forth herein below.

ii. The Licensee agrees to notify the Licensor in writing (including by email) or telephone promptly following the  discovery of any Error. Further, upon discovery of such an Error, Licensee agrees, if requested by the Licensor, to  submit to the Licensor a list of output and any other data that the Licensor may reasonably require to reproduce the  Error (to the extent reasonably available to the Licensee) and the operating conditions under which the Error occurred  or was discovered.









   (f) Error Corrections. During the term of this Agreement, the Licensor shall use commercially reasonable efforts to provide Error  Corrections for Errors in the Software reported by Licensee to the Licensor.     (g) Revisions. During the term of this Agreement, the Licensor shall make available to Licensee any Revisions of the Software or  Documentation at no extra charge, subject to limitations explicitly set forth in this Agreement. The Licensor will make such available to the  Licensee when the Licensor makes such Revisions generally available to its other licensees.     (h) Limitations. The Licensor shall have no obligation under this Agreement to make any modifications, Revisions, or Error Corrections,  other than those required to conform to the requirements of the Specifications and this Agreement. Notwithstanding the foregoing, the Licensor  shall have no obligation under this Agreement to correct Errors which result from the breach by Licensee of this Agreement, or which cannot be  remedied due to any modifications of the Software made by Licensee or any third party without authorization from the Licensor. If the Licensor  agrees to remedy any errors or problems not covered by the terms of this Agreement, Licensee shall pay the Licensor for all such work performed  at the Licensor's then-current standard rates. Licensee acknowledges that the Licensor is under no obligation to perform services with respect to  any hardware or any software which is not the Software.        ARTICLE VIII

CONTACT INFORMATION





Licensor Information:







iii. If required by the Licensee, the Licensor product managers and engineers will host free Web-based training seminars  covering a variety of topics to facilitate the use of the Software. These seminars will be broadcast on a periodic basis,  provided, however, that the Licensor is under no obligation to provide them on any specific schedule.

iv. Any software, modules, or other methods of communication developed by the Licensor in performing duties under this  Agreement shall be kept secure from access by the unauthorized third parties. Any failure of such security shall be  deemed, notwithstanding anything to the contrary, a failure of the Primary Function of the Software.

Account Manager: Michael C. Caska  Telephone: 917-226-9630  Fax: 646-607-9711  E-mail: mcaska@caskaco.com

Billing: Michael C. Caska  Telephone: 917-226-9630  Fax: 646-607-9711  E-mail: mcaska@caskaco.com

Tech Support: Michael C. Caska  Telephone: 917-226-9630  Fax: 646-607-9711  E-mail: mcaska@caskaco.com

Written Notices: SFG Financial Corporation

575 Madison Avenue, 8th Floor,

New York, NY 10022  Att: Michael C. Caska







Licensee Information:









   ARTICLE VIX

WARRANTY DISCLAIMER



THE LICENSED TECHNOLOGY IS PROVIDED ON AN AS IS BASIS WITHOUT WARRANTY OF ANY KIND AND LICENSOR HEREBY

DISCLAIMS ALL WARRANTIES CONCERNING THE LICENSED TECHNOLOGY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE ,

COMPLETENESS, USE, ACCURACY AND/OR TITLE. LICENSOR DOES NOT WARRANT THAT THE LICENSED TECHNOLOGY IS ERROR-

FREE OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED TECHNOLOGY WILL BE

UNINTERRUPTED,TIMELY SECURE OR ERROR-FREE, OR THAT ERRORS IN THE LICENSED TECHNOLOGY OR NONCONFORMITY TO ITS

DOCUMENTATION CAN OR WILL BE CORRECTED.



Account Manager: Name: Fred Miller  Telephone 212-605-0200  Fax: 212-605-0222  E-mail:_____________________________

Billing: Name: Fred Miller  Telephone 212-605-0200  Fax: 212-605-0222  E-mail:_____________________________

Written Notices: 551 FX IB Associates LLC

575 Madison Avenue, 8th Floor,

New York, NY 10022  Att: Fred Miller





   ARTICLE X

CONFIDENTIAL INFORMATION/NON SOLICITATION

   (a) NONDISCLOSURE. The Licensee shall not disclose, publish, or disseminate the Confidential Information to anyone other than the  Licensee's employees with a need to know and who have agreed in writing to be bound by the confidentiality provisions of this Section, or as may  be required by legal process. The Licensee agrees to use the same degree of care with respect to the Confidential Information that it takes to hold  in confidence its own most valuable proprietary information, but not less than reasonable care, to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information. The Licensee agrees to accept and use the Confidential Information only for the  purpose of carrying out its authorized activities under this Agreement. In the event the Licensee is required to disclose the Confidential  Information by an order of a court or governmental agency, then the Licensee shall first give written notice to Licensor to allow Licensor to make a  reasonable effort to obtain a protective order or other confidential treatment for the Confidential Information.     (b) NON SOLICITATION. During the Term of this Agreement and during the three year period after the expiration or termination of this  Agreement, the Licensee will not solicit any person employed by Licensor and/or its Affiliates to leave his or her employment with Licensor. For  purpose of this Article the term Solicit means any affirmative recruitment specifically aimed at one or more individuals identified by name, title or  affiliation, but shall not mean generally advertising job openings or any activities that constitute follow-up to individuals who respond to job  opening advertisements or who voluntarily initiate employment inquiries.        ARTICLE XI  INJUNCTIVE RELIEF    Licensee acknowledges that (i) any breach of its obligations under this Agreement with respect to the Licensed Technology, the  Licensed Know-How Rights, , the disclosure of Confidential Information and/or the Non Solicitation of Licensor Employees; (ii) any failure by  Licensee to use Licensed Technology strictly in accordance with the license rights granted to Licensee under this Agreement and/or (iii) any breach of its obligations under the additional restrictions contained in this Agreement, will cause Licensor irreparable injury for which there are inadequate remedies at law, and therefore, Licensor will be entitled to equitable relief without the posting of any bond or indemnity (including but  not limited to injunctive relief and the remedy of specific performance) in addition to all other rights and remedies provided by this Agreement or  available at law.





   ARTICLE XII  INDEMNITY    Licensee will be solely responsible for any commercial or legal liability that may arise as a result of Licensee's exercise of any of the  license rights granted by Licensor to Licensee under this Agreement, and Licensee shall defend, indemnify, and hold Licensor harmless from and  against any and all suits, claims, proceedings, judgments, awards, damages, loss, liability, cost and expenses (including without limitation  reasonable attorney's fees and other related costs) that are incurred or suffered by Licensor or any of its affiliates, directors, officers, employees, or  agents to the extent they arise or result, directly or indirectly, from (i) Licensee's exercise of any license or other rights granted to Licensee under  this Agreement; (ii) the conduct of Licensee's business directly or through any affiliate of Licensee and/or (iii) the breach by the License of any representation, warranty, obligation, restriction, term and/or covenant under this Agreement.

   ARTICLE XIII  EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY       (a) IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT,  INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS)  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF ANY OF THE  LICENSED TECHNOLOGY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT  (INCLUDING NEGLIGENCE), PRODUCT LIABILITY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR CONDITION,  MISREPRESENTATION OR OTHERWISE, AND WHETHER OR NOT LICENSORHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS  OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE LICENSED TECHNOLOGY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OR OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT,  MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE     UNDER NO CIRCUMSTANCE SHALL LICENSOR BE LIABLE FOR ANY ACTIONS, CLAIMS OR THE LIKE BY LICENSEE OR ANY THIRD  PARTY THAT THE USE OF THE LICENSED TECHNOLOGY HAS RESULTED, RESULTS OR MAY RESULT IN ANY INFRINGEMENT,  DEPRIVATION OR VIOLATION OF THE INTELLECTUAL PROPERTY, CONSTITUTIONAL, STATUTORY, CONTRACTUAL, COMMON LAW  OR OTHER RIGHTS OF ANY PERSON     (b) IN NO EVENT SHALL LICENSOR'S AGGREGATE CUMULATIVE TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED ONE  HALF OF THE AMOUNT PAID BY THE LICENSEE TO Licensor HEREUNDER.     (c) THIS SECTION IS A MATERIAL INDUCEMENT TO AND CONDITION FOR LICENSOR ENTERING INTO THIS AGREEMENT.





   ARTICLE XIX  INSOLVENCY    Either party shall have the right to terminate this Agreement immediately upon notice to the other party if the other party: (a) becomes the  subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the  benefit of creditors; or (b) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency,  receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.     ARTICLE XX  CERTAIN OTHER EVENTS OF TERMINATION    (a) Upon the occurrence of any Change of Control (as defined below) this Agreement and all Licensee's rights and licenses hereunder  shall automatically terminate unless, prior to the occurrence of such Change of Control, Licensor has consented to such Change of Control in a  writing executed by an officer of Licensor; provided that Licensor will not unreasonably withhold its consent to the consummation of a Change of  Control. For purposes of the preceding sentence, Licensor will be deemed to have reasonably withheld its consent to a Change of Control if any  person or entity who would acquire direct or indirect control (as defined below) of Licensee pursuant to such Change of Control then conducts a  business that is directly or indirectly competitive with a business then conducted by Licensor or any of its Affiliates and/or Licensor reasonably believes that Licensor's interests will be adversely effected by the continuing of this Agreement upon such a Change in Control. As used herein,  the term CHANGE OF CONTROL means: (i) a transaction or series of related transactions that results in the sale or other disposition of all or substantially all of Licensee's assets; or (ii) a merger or consolidation in which Licensee is not the surviving corporation or in which, if Licensee is  the surviving corporation, the shareholders of Licensee immediately prior to the consummation of such merger or consolidation do not,  immediately after consummation of such merger or consolidation, own stock or other securities of Licensee that possess a majority of the voting  power of all Licensee's outstanding stock and other securities and the power to elect a majority of the members of Licensee's board of directors; or  (iii) a transaction or series of related transactions (which may include without limitation a tender offer for Licensee's stock or the issuance, sale or  exchange of stock of Licensee) if the shareholders of Licensee immediately prior to the initial such transaction do not, immediately after  consummation of such transaction or any of such related transactions, own stock or other securities of Licensee that possess a majority of the  voting power of all Licensee's outstanding stock and other securities and the power to elect a majority of the members of Licensee's board of  directors. As used herein, the term CONTROL (including, with correlative meanings, the terms, CONTROLS CONTROLLING,  CONTROLLED BY or UNDER COMMON CONTROL WITH) with respect to a designated person means the possession, directly or indirectly,  of the power to vote a majority of the securities having voting power for the election of directors (or other persons acting in similar capacities) of  such person or otherwise to direct or cause the direction of the management and policies of such person, whether through the ownership of voting  securities, by contract or otherwise.     (b) In the event Licensee winds up, dissolves or otherwise ceases doing business, Licensor shall be entitled to terminate this Agreement  immediately upon written notice to Licensee.





   ARTICLE XXI  EFFECT OF TERMINATION    Upon termination of this Agreement: for any reason (a) the rights and licenses granted to Licensee pursuant to this Agreement will  automatically terminate, and (b) Licensee shall, within five (5) days, ship to Licensor all Licensed Technology, API's Documentation with respect  to the Licensed Technology and other Confidential Information in Licensee's possession or control, and an officer of Licensee shall certify in  writing that Licensee as complied with the provisions of this Section. All of the Licensor's rights under this Agreement shall survive termination of  this Agreement.



   ARTICLE XXII  RIGHT OF FIRST REFUSAL    During the term of this Agreement, the Licensor shall have the right (the Right of First Refusal), for a period (the Exercise Period)  expiring at 11:59 PM (Eastern Time) on the fifth (5th) business day after the giving of written notice by the Licensee that it has received a bonafide  offer from a third party to (ii) purchase all or substantially all of the assets of Licensee; or (ii) to engage in a merger or consolidation in which  Licensee is not the surviving corporation or in which, if Licensee is the surviving corporation, the owners of Licensee immediately prior to the  consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other  securities of Licensee that possess a majority of the voting power of all Licensee's outstanding stock and other securities and the power to elect a  majority of the members of Licensee's board of directors.

   In the event the Licensor declines or fails to exercise in full the Right of First Refusal before the expiration of the Exercise Period, the

Licensee shall have the right to consummate the transaction with the third party.

   ARTICLE XXIII  NON EXCLUSIVE REMEDY    Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or  remedy of such party.    NO DAMAGES FOR TERMINATION. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING  WITHOUT LIMITATION INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR THE LOSS OF GOODWILL, PROSPECTIVE  PROFITS OR ANTICIPATED INCOME, OR DAMAGES RESULTING FROM ANY EXPENDITURES, INVESTMENTS, LEASES OR  COMMITMENTS MADE BY EITHER PARTY ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.





  ARTICLE XXIV

GENERAL PROVISIONS

   (a) GOVERNING LAW. The parties agree that it is to their mutual benefit that their respective rights and obligations under this Agreement  are guided by, and their disputes hereunder are determined in accordance with, a well developed body of law. Accordingly, the parties agree that  the validity, interpretation and legal effect of this Agreement shall be governed by the internal laws of the State of New York, U.S.A., applicable to  contracts entered in and performed entirely within the State of New York, U.S.A. without regard to any conflict of law principles. The parties agree  that any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the City of New York, State of New York,  and the parties each (i) irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or  any court of the State of New York, and (ii) waives any objection to the venue of any such suit, action or proceeding and any claim relating to  forum non conveniens. In any such suit, action, or proceeding, any summons, order to show cause, writ, judgment, decree or other process may be  delivered to the parties outside the State of New York or outside the United States and when so delivered, such party shall be subject to the  jurisdiction of such court, and amenable to the process so delivered as though the same had been served within the State of New York but outside  the county in which such suit, action or proceeding is pending.    (b) COMPLIANCE WITH LAWS. Licensee agrees to comply in all material respects with all applicable laws, rules, and regulations in connection  with its activities under this Agreement, including without limitation, any applicable export controls imposed by the U.S. Export Administration Act  of 1978, as amended (the ACT) and the regulations promulgated under the Act.    (c) ASSIGNMENT. Licensee may not assign this Agreement or assign, sublicense and/or transfer in any manner its license rights hereunder in  whole or in part without Licensor's prior written consent. Any attempt to assign this Agreement or assign, sublicense and/or transfer in any  manner Licensee's license rights hereunder without such consent will be void and of no effect. For purposes of this Agreement, any Change of  Control (as defined in Section 13.4(a)) shall be governed by the provisions of the section entitled Change Of Control and not the provisions of this  Section Subject to the terms of this Section, this Agreement will bind and inure to the benefit of the parties and their respective successors and  permitted assigns.    (d) ATTORNEYS' FEES. In the event that any action or proceeding is brought in connection with this Agreement, the prevailing party shall be  entitled to recover its costs and reasonable attorneys' fees following a final judgment.    (e) SEVERABILITY. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, then that  provision of the Agreement will not be voided, but rather will be enforced to the maximum extent legally permissible and the other provisions of  this Agreement will remain in full force and effect.





  (f) INDEPENDENT CONTRACTOR. The parties to this Agreement are independent contractors and this Agreement will not establish any  relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the  other or incur obligations on the other's behalf without the other's prior written consent.    (g) NOTICES. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission,  by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All communications to a party  will be sent to the address of the party set forth in the preamble above or to such other address as may be specified by such party to the other in  accordance with the Section called Contact Information. Either party may change its address for notices under this Agreement by giving written  notice to the other party by the means specified in this Section.    (h) COUNTERPARTS. This Agreement may be executed in counterparts, each of which will be deemed an original, but both of which  together will constitute one and the same instrument.    (e) ENTIRE AGREEMENT. This Agreement, constitutes the complete and exclusive agreement between the parties with respect to the  subject matter hereof, superseding and replacing any and all prior and contemporaneous agreements, communications, and understandings (both  written and oral) regarding such subject matter.    (h) MODIFICATION. No modification to this Agreement, nor any waiver of any rights, shall be effective unless consented to in writing  and the waiver of any breach or default shall not constitute a waiver of any other right or of any subsequent breach or default.    (i) FORCE MAJEURE. Except for the obligations to make payments hereunder, each Party shall be relieved of the obligations hereunder to  the extent that performance is delayed or prevented by any cause beyond its reasonable control, including without limitation, acts of God, public  enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority.    (j) CONSTRUCTION. The parties agree that no ambiguity (if any) found in this Agreement shall be resolved against any party by virtue  of its participation in the drafting of this Agreement.    (k) REPRESENTATION BY COUNSEL. Each party acknowledges that it has had the opportunity to be represented by separate  independent counsel in the negotiation of this Agreement, that any such respective attorneys were of its own choosing, that each authorized  representative has read this Agreement and that it understands its meaning and legal consequences to each party. Each Party warrants and  represents that it has consulted with its attorney of choice, or voluntarily chose not to do so, concerning the execution, the meaning and the import of this Agreement, and has read this Agreement and fully understands the terms hereof as signified by its signature below, and is executing  the same of its own free will for the purposes and consideration herein expressed. Each Party warrants and represents that it has had sufficient time  to consider whether to enter into this Agreement and that it is relying solely on its own judgment and the advice of its own counsel, if any, in  deciding to execute this Agreement. Each Party warrants and represents that it has read this Agreement in its entirety and has consulted with its  attorney, if any concerning the execution of this Agreement. If any or all Parties have chosen not to seek counsel, said party or parties hereby  acknowledge that it or they refrained from seeking counsel entirely of its or their own volition and with full knowledge of the consequences of  such a decision.





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized  representatives.









SFG FINANCIAL CORP. 551 FX IB ASSOCIATES LLC

By: /s/ Michael C. Caska By: /s/ Fred Miller

Name: Michael C. Caska Fred Miller

Title: Chief Executive Officer Title: Member Manager 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output:
Licensor shall assume no liability, both contingent and otherwise, which may arise out of or be in any  way related to the following; (a) furnishing, performance, maintenance, use of, or inability to use all or  any part of the system, (b) any fault in the delivery or operation of the system, (c) suspension or  termination of the Licensee's ability to use all or part of the system, or any inaccuracies or omissions  in any information or documentation provided, (d) any failure or delay suffered or allegedly suffered  by Licensee in initiating and terminating trades, (e) the termination of all or part of this Licensee  Agreement by the Licensor, (f) the termination or modification of any and all parts of the License.