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.

EXHIBIT 'B' This Exhibit B is entered into as of the 26th day of March 2020 by and between Kubient, Inc. (Kubient), and The Associated Press (Customer). This Exhibit is hereby incorporated into and made a part of the Master Services Agreement (the Agreement) between the Parties (Effective Date: February 5, 2020). NATURE OF ENGAGEMENT: Customer has retained Kubient to help increase revenue from its consumer offerings, including but not limited to its websites, apps, videos, and podcasts. SERVICES: Kubient shall provide to Customer advertising and related business revenue consultation with respect to the AP News site, AP News mobile app, AP DNE sites and widgets. This includes all categories identified in the threshold table in Schedule 1 to Exhibit B. REVENUE SHARE/FEE: Commencing on March 1, 2020 and thereafter, the Parties shall share revenue generated from Customer's consumer offerings, including but not limited to its content, technology, traffic, data, websites, apps, videos and podcasts, without offset and regardless of which Party is responsible for securing such revenue, as per the attached Schedule 1. RECONCILIATION/PAYMENT TERMS: The Parties agree to reconcile revenue numbers and the revenue share calculations no later than 10 days following the end of each calendar month during which the Services were rendered. Subject to the doctrine of sequential liability, payment shall be made to the appropriate Party net 30 days from the end of the calendar month. NON-CIRCUMVENT: As part of the Services provided under the Agreement and any applicable exhibits, Kubient will be working with and introducing certain third-party advertisers, sponsors, agencies, media buyers, service providers, vendors, publishers, affiliates and/or media partners (collectively Third-Party) with whom Customer does not have a pre-existing relationship. During the Term and any renewal terms of the Agreement, and for a period of one (1) year following the expiration or earlier termination thereof, Customer agrees not to work with, directly or indirectly, any Third-Party that Customer comes to know through disclosure by Kubient as part of the Services, without the express written consent of Kubient and compensation to Kubient under the applicable exhibit and/or schedule. Provided however, this provision shall not apply in the event Customer can establish, in writing, that it had a preexisting working relationship with such Third-Party prior to the Agreement and without Kubient's assistance. Customer acknowledges that this provision is reasonable and necessary for the protection of Kubient and that Kubient will be irrevocably damaged if such covenant is not specifically enforced. Customer further agrees that Kubient will be entitled to seek injunctive relief for the purpose of restraining Customer from violating this covenant (and no bond or other security shall be required in connection therewith) in addition to any other relief to which Kubient may be entitled under the Agreement. NON-SOLICITATION: During the Term and any renewal terms of the Agreement, and for a period of one (1) year following the expiration or earlier termination thereof, Customer shall not, without Kubient's prior written consent, directly or indirectly (i) solicit or encourage any person to leave the employment or other service of Kubient; or (ii) hire, on behalf of Customer or any other person or entity, any person who has left the employment of Kubient within the one (1) year period following the termination or end of that person's employment. During the Term and any renewal terms of the Agreement, and for a period of one (1) year following the expiration or earlier termination thereof, Customer shall not, whether for its own account or for the account of any other person or entity, interfere with the relationship of Kubient with, or endeavor to entice away from Kubient, any person or entity who was or is a an employee or Third-Party of Kubient. CONFLICTING TERMS: The Schedule 1 shall supersede the flat fee and Initial Revenue Share set forth in Exhibit A. The payment term provision above shall supersede the payment term provision set forth in Exhibit A. IN WITNESS WHEREOF, the parties hereto have caused this Exhibit A to be executed by their duly authorized representatives as of the 26th day of March, 2020. Kubient Signature: By: /s/ Paul Roberts Its: President Date: 3/27/2020 Customer Signature: By: /s/ Ted Mendelsohn Its: VP, Commercial Mkts Date: 3/27/2020





SCHEDULE 1 TO EXHIBIT 'B' This Schedule 1 to Exhibit B (Schedule 1) is entered into as of the 26th day of March, 2020 by and between Kubient, Inc. (Kubient), and The Associated Press (Customer). This Schedule 1 is hereby incorporated into and made a part of Exhibit B to the Master Services Agreement between the Parties (Effective Date: February 5, 2020). Monthly Revenue* Below Threshold Above Threshold Type Threshold Customer Kubient Customer Kubient Programmatic/Display $ 300,000.00 90% 10%** 50% 50% Video $ 30,000.00 100% 0 % 50% 50% Direct Deals*** Undertone 100% 0 % 50% 50% Native**** $ 100,000.00 100% 0 % 50% 50% Data/Newsletter $ - 0 % 0 % 50% 50% Podcasts $ - 0 % 0 % 50% 50% Other $ - 0 % 0 % 50% 50% *All Revenue calculations shall refer to gross revenue actually received by the collecting party less client credits and allowances for returns, but without any deduction or offset for costs incurred by either Party, except for Direct Deals. For Direct Deals, Revenue shall refer to Net Revenue, defined as gross revenue actually received by the collecting party less client credits and allowances for returns and less any agreed upon costs incurred by either Party in support of a Direct Deal for such things as production, photography, video, content creation and/or media buying (i.e. Nativo). Programmatic/Display refers to revenue generated by the following clients and any additional clients that AP adds during the term: Google Adexchange, Index Exchange, OpenX, Smaata, Rhythm One; Rubicon; TripleLift; Amazon; DistrictM; AppNexus; Xandr; Media.net; Criteo; Sovm; Saamba; AOL Marketplace **Kubient Below Threshold monthly compensation shall act as a guaranteed draw against any Kubient Above Threshold monthly compensation generated from any/all Types of Revenue. This compensation shall expire on September 1, 2020, such that Kubient shall not be entitled to or receive after the month of August. ***Direct Deals shall refer to any sort of sponsorship or customized off-platform opportunity (e.g., via AP's native or social media channels) introduced by Kubient. Kubient shall have no right to or interest in Revenue generated from Direct Deals with Regions Bank, Undertone, or Healthgrades. Kubient shall have no right to or interest in Revenue generated from Nativo, except for new Direct Deals introduced by Kubient that generate Net Revenue. ****Native ad-based revenue is generated by Taboola. Kubient shall have no right to or interest in any Above Threshold Native ad- based revenue generated by Taboola. ACKNOWLEDGEMENT: Customer acknowledges and agrees that the above calculations are based on its own revenue reports and present a fair, reasonable and accurate representation of its monthly average digital revenue. IN WITNESS WHEREOF, the parties hereto have caused this Exhibit B to be executed by their duly authorized representatives as of the 26th day of March, 2020. Kubient Signature: By: /s/ Paul Roberts Its: President Date: 3/27/2020 Customer Signature: By: /s/ Ted Mendelsohn Its: VP, Commercial Mkts Date: 3/27/2020 
Question: Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
Monthly Revenue* Below Threshold Above Threshold Type Threshold Customer Kubient Customer Kubient Programmatic/Display $ 300,000.00 90% 10%** 50% 50% Video $ 30,000.00 100% 0 % 50% 50% Direct Deals*** Undertone 100% 0 % 50% 50% Native**** $ 100,000.00 100% 0 % 50% 50% Data/Newsletter $ - 0 % 0 % 50% 50% Podcasts $ - 0 % 0 % 50% 50% Other $ - 0 % 0 % 50% 50%

EXHIBIT 10.2

                             DISTRIBUTOR AGREEMENT

EXHIBIT 10.2

                         EXCLUSIVE DISTRIBUTOR AGREEMENT

         THIS  EXCLUSIVE   DISTRIBUTOR  AGREEMENT  (the  Agreement)  shall  be effective as of _Dec. 8, 2005  (hereinafter  Effective  Date),  by and between LifeUSA/  Envision  Health,  Inc.,  a  corporation   (hereinafter   collectively ENVISION), and Sierra Mountain Minerals, Inc., a Canadian company (hereinafter SIERRA), is made with reference to the following facts:

                                    Recitals

A.       SIERRA is the manufacture and producer of a joint health product called          SierraSil (hereinafter the Product) for human use.

B.       ENVISION is the manufacturer of certain nutritional  supplements and is          desirous of becoming an  exclusive  distributor  for the Product in any          blend  with  Krill Oil  (hereinafter  the  Finished  Product)  in all          distribution  channels in the Territory on the terms and conditions set          forth herein.

C.       SIERRA is desirous of having ENVISION act as its exclusive  distributor          for the Product in any blend with Krill Oil in all distribution          channels in the Territory on the terms and conditions set forth herein.

NOW, THEREFORE, it is hereby agreed as follows:

1.       Incorporation  of Recitals.  The  Recitals  set forth  in  Paragraphs A          through C, above, are  incorporated herein as though set forth in full.

2.       Appointment.   SIERRA  hereby   appoints   ENVISION  as  its  exclusive          distributor  for the  Product  in any blend  with  Krill Oil within the          Territory  subject to ENVISION  fulfilling  the terms and conditions of          the best efforts marketing requirements set forth herein in Sections 4,          5,  and  9.  SIERRA  shall  cease  making  sales  to  any  customer  or          distributor who, during the term of this Agreement, violates ENVISION's          exclusivity.

3.       Territory.  The Territory shall be the entire world.

4.       Prices and Terms.  The price for the  Product as set forth in Section 9          herein,  sold by SIERRA to ENVISION,  shall be subject to change due to          changes  in  manufacturing  costs and so as to  maximize  profits;  any          changes in price for the Product  shall not be applicable to previously          accepted  orders  and  shall be made  with at least  ninety  (90)  days          advance  notice  in  writing  and in good  faith by  conference  of the          parties.  ENVISION shall not resell the Product alone. Terms of payment          will be 1/3 upon  placement  of order and 2/3  balance  net thirty (30)          days  or as  mutually  agreed  upon in  writing  between  the  parties.          Delivery will be F.O.B.  ENVISION shall be responsible for all costs of          shipping from SIERRA to ENVISION.

5.       Product Support. ENVISION will use  its best efforts to market and sell          the Finished Product throughout  the Territory.  The parties also agree          that:

         o     If SIERRA  customers are  interested in purchasing the Product in                any blend with Krill Oil, SIERRA will refer them to ENVISION.

         o     ENVISION  will be  responsible  for  all  costs  associated  with                developing and manufacturing the Finished Product.

6.       Sales Disclosures. ENVISION will provide SIERRA with demand projections          for the  Product and SIERRA will  produce  enough  Product to meet such          demand projections.  ENVISION will inform SIERRA of committed sales and          SIERRA  will  increase  or  scale  up its  production  of  the  Product          accordingly.  SIERRA will not  unreasonably  withhold the Product,  but          shall not be liable for unfulfilled or partially fulfilled orders given          just cause for such action.

7.       Term.  The  term of this  Agreement  shall  be two (2)  years  from the          Effective  Date with  automatic  annual  renewals  thereafter  provided          either  party does not provide  sixty (60) days  notice of  termination          prior to the renewal date or the Agreement is not otherwise  terminated          as set forth in Section 8.

8.       Termination.          (a) Upon the  occurrence  of a  material  breach or  default  as to any          obligation,  term or provision contained herein by either party and the          failure of the breaching  party to promptly  pursue (within thirty (30)          days after  receiving  written  notice  thereof from the  non-breaching          party) a reasonable remedy designed to cure (in the reasonable judgment          of the  non-breaching  party) such  material  breach or  default,  this          Agreement  may be  terminated  by the  non-breaching  party  by  giving          written notice of termination to the breaching party,  such termination





         being  immediately   effective  upon  the  giving  of  such  notice  of          termination.

         (b) Upon the  occurrence of  bankruptcy  of the other party,  breach of          confidentiality,  government legislative interference, or force majeure          extending  beyond  sixty  (60)  days,   either  party  may  immediately          terminate the Agreement.

9.       Purchase  Requirements.  During the  term of this  Agreement,  ENVISION          will  exclusively  purchase  the  Product  from   SIERRA.  The  parties          mutually agree to the Purchase Price of:

         Product                          Purchase Price          -----------------------------------------------          A.  SierraSil                    Per Sierra Sil's wholesale price list.

10.      Intellectual Property.  SIERRA is responsible for all Patent costs  for          the Product.  SIERRA  warrants it  owns pending patents for the Product          in the  U.S. and  internationally.  SIERRA  hereby  grants  ENVISION an          exclusive,  royalty-free  sub-license of  the Product's future patents,          and patent  applications  to distribute,  sell  and market the Finished          Product.  SIERRA hereby agrees to indemnify,  defend  and hold ENVISION          harmless  from any claims  that the Product  infringes  upon  any other          patent.

11.      Trademarks  SIERRA  is the  owner of the  trademark&sbsp; SierraSil.  This          Agreement  grants  ENVISION a  non-exclusive  and  non-royalty  bearing          license to use the mark  SierraSil.  SIERRA shall at all times be the          owner of the  trademark and ENVISION  shall acquire no rights  thereto.          Upon  termination,  ENVISION shall have eighteen (18) months to exhaust          any  inventories,  packaging  and  advertising  materials  bearing  the          SierraSil  trademark  and SIERRA  shall have first option to buy back          any inventory at ENVISION's net purchase price.

12.      Independent Contractor Status. The parties acknowledge that ENVISION is          an  independent contractor and  shall  not be deemed to be an employee,          agent, or joint venturer of SIERRA  for any  purpose, including federal          tax purposes.

13.      Warranty.  SIERRA warrants that  the Product shall be free from defects          in  material  and  workmanship  for  the  reasonable  shelf life of the          Product.  In the event of any breach  of this  warranty or in the event          any user of Product  makes a claim that  the  Product  was the cause of          personal injury or property damage  (product  liability claim),  SIERRA          shall indemnify,  defend and hold  ENVISION harmless from any liability          occasioned  by a breach  of  warranty  or  a product  liability  claim.          SIERRA  warrants  that it carries  general  liability  insurance of not          less than $2 million  per occurrence and product liability insurance of          not less than $5 million  per occurrence  and that,  upon the execution          of this Agreement,  it  will name ENVISION as an additional  insured on          such policies.  SIERRA  further  warrants  that the Product will not be          adulterated or misbranded within the meaning  of any federal, state, or          local law or  regulation  or other  applicable  law.  SIERRA  agrees to          promptly notify ENVISION of any problem,  anomaly, defect or  condition          which would reasonably cause ENVISION's concern relative to  stability,          reliability, form, fit, function or quality of the Product.

         ENVISION  warrants that the Finished Product will not be adulterated or          misbranded  within the meaning of any federal,  state,  or local law or          regulation or other  applicable law. In the event of any breach of this          warranty or in the event any user of the Finished Product makes a claim          that the Finished  Product was the cause of personal injury or property          damage (product liability claim), ENVISION shall indemnify, defend, and          hold  SIERRA  harmless  from any  liability  occasioned  by a breach of          warranty  or a  product  liability  claim.  ENVISION  warrants  that it          carries  general  liability  insurance of $1 million per occurrence and          product liability  insurance of not less than $2 million per occurrence          and that, upon execution of this  Agreement,  it will name SIERRA as an          additional insured on such policies.

14.      Confidential  Information.  The  parties  acknowledge  that, during the          term  of  this  Agreement,   each   may  receive  certain   Proprietary          Information of the other.  Proprietary  Information  includes,  without          limitation,    formula,    scientific   studies,    processes,   plans,          formulations,  technical information, new  product information, methods          of product delivery, test procedures,  product samples, specifications,          scientific,  clinical,  commercial  and   other  information  or  data,          customer lists,  customer contacts,  and  other distributors within the          Territory   which  are  considered   confidential   in  nature  whether          communicated  in writing or orally.  The parties  agree that  each will          treat such information as  confidential.  Neither party shall  have the          right to  disclose  the  Proprietary  Information  to any  third  party          without the express written consent  of the disclosing  party.  Neither          party may use the proprietary information  except in furtherance of the          goals of this  Agreement and is further  prohibited  from utilizing the          Proprietary  Information  directly  nor  indirectly  to  engage  in any          business activity which is competitive with the other.

15.      Force  Majeure.  In no event  shall  any party be  responsible  for its          failure to fulfill any of its  obligations  under this  Agreement  when          such  failure  is  due  to  fires,  floods,  riots,  strikes,   freight          embargoes,  acts  of  God or  insurrection.  In the  event  of a  force          majeure, the party affected thereby shall give immediate written notice          to the other.  If the event of force majeure  continues for longer than





         sixty  (60)  days,  the party not so  affected  shall have the right to          terminate this Agreement.

16.      Non-Waiver  of  Default.  The  failure  of either  party at any time to          require the  performance  by a party of any provision of this Agreement          shall in no way  affect the right to  require  performance  at any time          after  such  failure.  The  waiver of  either  party of a breach of any          provision  of this  Agreement  shall not be taken to be a waiver of any          succeeding  breach of the  provision  or as a waiver  of the  provision          itself.

17.      Attorney's  Fees.  In the event  either  party is required to institute          litigation to enforce any provision of this  Agreement,  the prevailing          party in such  litigation  shall  be  entitled  to  recover  all  costs          including without limitation,  reasonable  attorney's fees and expenses          incurred in connection with such enforcement and collection.

18.      Venue. This Agreement is deemed to have been entered into  in the State          of Colorado,  and its  interpretation,  construction,  and the remedies          for its  enforcement  or breach  are to be applied  pursuant  to and in          accordance with the laws of the State of Colorado.

19.      Notices.  Any  and all  notices  or  other  communication  required  or          permitted to be given  pursuant to this  Agreement  shall be in writing          and shall be construed as properly given if mailed first class, postage          prepaid to the address specified herein. Either party may designate, in          writing,  a change of address or other  place to which  notices  may be          sent.

         If to SIERRA:                               If to LIFEUSA/ENVISION:          Mr. Michael Bentley                         Mr. Michael Schuett          Sierra Mountain Minerals Inc.               Envision Health, Inc.          1501 West Broadway, Suite 500               2475 Broadway, Suite 202          Vancouver  BC  V6J4Z6                       Boulder, CO 80304          Canada

20.      Amendment.  This Agreement shall not be modified or amended except by a          written agreement executed by both parties.

21.      Entire  Agreement.  This Agreement  constitutes  the  entire  agreement          between the parties  with  respect to the subject  matter  thereof  and          supersedes all prior agreements, whether written or oral.

22.      Assignment. The parties shall have the right to assign all, or part, of          its  rights under  this  Agreement  to any  wholly owned  subsidiary or          affiliate  without the consent of the other Party. Any other assignment          by the parties, requires the prior written consent of the other Party.

ACKNOWLEDGEMENTS

         Each party acknowledges that he or she has had an adequate  opportunity to read and study this Agreement.  The  understanding of the aforesaid  articles causes no  difficulty  whatsoever  and each  party has  retained  a copy of this agreement immediately after the signing of it by all parties.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective as of the date and year first written above.

SIERRA MOUNTAIN MINERALS                LIFEUSA/ENVISION HEALTH

By:    /s/ Michael Bentley              By: /s/ Michael Schuett        -----------------------              -------------------------        Michael Bentley                      Michael Schuett

       December 8, 2005                 December 7, 2005        -----------------------          ------------------------------        Date                             Date 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
ENVISION  warrants  that it          carries  general  liability  insurance of $1 million per occurrence and          product liability  insurance of not less than $2 million per occurrence          and that, upon execution of this  Agreement,  it will name SIERRA as an          additional insured on such policies.

EXHIBIT 4.1 CONSULTING AGREEMENT THIS AGREEMENT is dated for reference the 1st day of February, 2020 (the Effective Date). BETWEEN: CORAL GOLD RESOURCES LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its head office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3Pl (the Company) AND: INTERMARK CAPITAL CORP., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3PI (the Consultant) WHEREAS: A. The Company is a mining and exploration company, whose common shares are listed on the TSX Venture Exchange and OTCQX;

B. The Consultant provides management and financial consulting services to exploration and development companies, and the principal shareholder of the Consultant, David Wolfin (the Principal), has been the President and Chief Executive Officer and a director of the Company; and

C. The Company wishes to engage the management and financial services of the Consultant, and the Consultant wishes to be engaged by the Company, to perform the functions of a management consultant to the Company as set forth herein below. NOW THEREFORE, in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows: 1. ENGAGEMENT OF CONSULTANT

1.1 The Company hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) and the Consultant hereby accepts such appointment and engagement by the Company, all upon and subject to the terms and conditions of this Agreement.

2. SERVICES OF CONSULTANT

2.1 During the Term (as defined below), the Consultant shall provide to the Company advisory and consulting services as more particularly set forth in Schedule A or as the Company may request from time to time (collectively, the Services).

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2.2 The Consultant shall at all times and in all respects do its utmost to enhance and develop the business interests and welfareof the Company.

2.3 The Consultant shall be subject to such supervision as may be imposed by the Company in its sole discretion, and the Consultant shall furnish regular reports and any other data and information relating to the Services as may, from time to time, be requested by the Company.

2.4 The Consultant shall provide its services to the Company.

3. FEES

3.1 The Company will pay the Consultant basic remuneration for its services in the sum of $10,000 per month (the Consulting Fee) commencing on the 1st day of February, 2020, and payable on the last day of each month thereafter up to and including the 31st day of January, 2025, together with any such increments thereto as the Compensation Committee of the Board of Directors of the Company may from time to time determine. In addition, the Company will pay to the Consultant all reasonable expenses of the Consultant as agreed to from time to time which are incurred by the Consultant in delivery of the Services, based on monthly invoices submitted to the Company, including copies of all paid receipts; plus harmonized sales taxes or goods and services taxes, as the case may be, in addition to the Consulting Fees, which taxes will be remitted by the Consultant to the Canada Revenue Agency.

4. TERM AND RENEWAL

4.1 During the term of this Agreement, the Consultant shall provide its Services to the Company through its Principal, and the Consultant shall ensure that the Principal will be available to provide such Services to the Company in a timely manner.

4.2 The term of this Agreement is for a period of five (5) years (the Term) commencing on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Agreement, ending on January 31, 2025.

5. TERMINATION

5.1 This Agreement can be terminated at any time prior to the expiry of the Term, as follows: (a) by the Consultant electing to give the Company not less than 3 months prior notice of such termination;

(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;

(c) by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to CDN$750,000; and

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(d) For the purpose of this clause, a Change of Control shall be deemed to have occurred when: (i) any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

(ii) completion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than: (A) a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1 % of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

(B) a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor. 5.2 On any termination of this Agreement under Section 5.l (a), (b), or (c) all outstanding stock options granted to the Consultant shall be exercisable in accordance with the terms of the option agreements covering such grants. If there is any inconsistency between the terms of this Agreement and the terms of any stock option agreement governing the grant of any stock options to the Consultant or the Principal, then the terms of such stock option agreement shall prevail.

5.3 This Agreement and the Term shall terminate automatically, without any prior notice or any payment to the Consultant, inthe event that: a. the five year Term expires on January 31, 2025;

b. the Consultant should no longer be able to provide the Services through the Principal for any reason;

c. upon the death or permanent incapacity of the Principal; or

d. The Consultant commits any material breach of this Agreement which breach is not remedied within 30 days after notice to the Consultant of such breach. 6. CONFIDENTIALITY

6.1 The Consultant acknowledges and agrees that in the performance of its obligations under this Agreement, it may obtain knowledge of Confidential Information (as defined below) relating to the business or affairs of the Company or its affiliated companies (the Affiliated Companies).

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The Consultant and the Principal shall not, without the prior written consent of the Company, either during the Term or at any time thereafter: (a) use or disclose any Confidential Information outside of the Company or the Affiliated Companies;

(b) except in undertaking the Services, remove or aid in the removal from the premises of the Company or any of the Affiliated Companies any Confidential Information or any property or material relating thereto; or

(c) use the Confidential Information for any purpose other than in performing the Services. 6.2 The Consultant shall exercise a reasonable degree of care in safeguarding the aforementioned Confidential Information against loss, theft, or other inadvertent disclosure, and further agrees to take all reasonable steps necessary to ensure the maintenance of confidentiality.

6.3 Upon the termination of this Agreement, or upon the Company's earlier request, the Consultant and the Principal shall promptly deliver to the Company all of the Confidential Information that the Consultant and the Principal may have in their possession or control.

6.4 In this Agreement, Confidential Information shall mean any information or knowledge including, without limitation, any document, materials, know how, discovery, strategy, method, idea, client list, marketing strategy or employee compensation, or copies or adaptations thereof, that relates to the business or affairs of the Company and I or the Affiliated Companies; and is private or confidential in that it is not generally known or available to the public. Without limiting the generality of the forgoing Confidential Information will include: (a) information regarding the Company and the Affiliated Companies' business operations, methods and practices, including marketing strategies, product pricing, margins and hourly rates for staff, costs and all information regarding the financial affairs of the Company and the Affiliated Companies;

(b) all information related to the mineral exploration interests of the Company and the Affiliated Companies including maps, data, records, reports, technical studies, drill hole logs, calculations, opinions, charts, drawings, sketches, plans, documents, summaries, memoranda, analysis and all geological or technical information;

(c) all information related to the properties, projects, facilities, equipment and other assets used in the business of the Company and the Affiliated Companies, and all information related to the exploration or development of (or potential exploration or development of) the Company and the Affiliated Companies' properties or projects, including without limitation any properties or projects in respect of which the Company has made any application or is in any negotiations for the acquisition of an ownership, leasehold or other interest in;

(d) terms of the Company and the Affiliated Companies' relationship with, its investors, (if not otherwise publically available), partners, clients, suppliers of products or services, and the Company and the Affiliated Companies' referral sources;

(e) all information concerning exploration, financing or other business opportunities of the Company and the Affiliated Companies, including all projects, ventures or joint ventures considered by the Company and the Affiliated Companies, whether or not pursued; and

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(f) all trade secrets or other confidential or proprietary information of the Company and the Affiliated Companies including, business plans, concepts, techniques, processes, designs, data, software programs, formula, development or experimental work, work in process or other know-how.

(g) Confidential Information shall specifically not include anything that:

(h) is in or enters lawfully into the public domain other than as a result of a disclosure by the Consultant or the Principal;

(i) becomes available to the Consultant on a non-confidential basis from a source other than the Company or the affiliated Companies, or any of its representatives, and that source was not under any obligation of confidentiality; or

(j) the Consultant is required to disclose pursuant to an order of a court of competent jurisdiction or by the operation of law; provided that, the Consultant provides prompt prior written notice to the Company of such required disclosure and of the action which is proposed to be taken in response. In such an event, and only after the Consultant shall have made a reasonable effort to obtain a protective order or other reliable assurance affording such information confidential treatment, the Consultant shall furnish only that portion of the Confidential Information which it is required to disclose. 7. NON-SOLICITATION

7.1 The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.

7.2 The Consultant acknowledges and agrees that the above restriction on non-solicitation is reasonable and necessary for the proper protection of the businesses, property and goodwill of the Company and the Affiliated Companies.

8. DISCLOSURE AND ASSIGNMENT OF PROJECTS AND WORKS

8.1 The Consultant agrees that all discoveries, maps, technical studies, plans, spreadsheets, documents, inventions, copyright, software, improvements, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Consultant during the Term of this Agreement pertaining to any service, matter, thing, process or method related to this Agreement (the Works) will be the sole and absolute property of the Company. The Consultant will keep and maintain adequate and current written records of all Works made, which records will be available at all times to the Company and will remain the sole property of the Company.

8.2 The Consultant will assist the Company in obtaining and enforcing, for the Company's own benefit, patents, copyrights and any other protections in any and all countries for any and all Works made by the Consultant (in whole or in part) the rights to which belong to or have been assigned to the Company. The Consultant agrees, upon request, to execute all applications, assignments, instruments and papers and perform all acts that the Company or its counsel may deem necessary or desirable to obtain any and all patents, copyrights or other protection in such Works and otherwise to protect the interests of the Company therein.

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9. COMPLIANCE WITH LAWS

9.1 The Services undertaken by the Consultant under this Agreement shall be in full compliance with all applicable laws andconsistent with a high degree of business ethics.

10. INDEMNIFICATION

10.1 The Consultant shall indemnify and save harmless the Company for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Company arising out of third party claims relating to the presence or activities of the Consultant or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by: (a) any breach of the Consultant's obligation in Section 9 herein; and

(b) any negligence, willful misconduct or fraud on the part of the Consultant in performing the Services. 10.2 Subject to the Consultant's obligation to indemnify the Company under this Section 10, and provided that the Consultant has not breached Section 9, the Company shall indemnify and save harmless the Consultant for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Consultant arising out of third party claims relating to the presence or activities of the Consultant and/or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by the negligence, willful misconduct or fraud on the part of the Company.

10.3 Neither the Company nor the Consultant shall be liable for any consequential loss, including but not limited to, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down-time cost, service interruption, cost of money, injury or damage of any character whatsoever.

11. REMEDIES

11.1 The Consultant acknowledges and agrees that any breach of this Agreement by it could cause irreparable damage to the Company and I or the Affiliated Companies and that in the event of a breach by the Consultant, the Company shall have in addition to any and all other remedies at law or in equity, the right to an injunction, specific performance or other equitable relief to prevent any violation by the Consultant of any of the provisions of this Agreement. In the event of any such dispute, the Consultant agrees that the Company shall be entitled, without showing actual damages, to a temporary or permanent injunction restraining conduct of the Consultant pending a determination of such dispute and that no bond or other security shall be required from the Company in connection therewith. The Consultant acknowledges and agrees that the remedies of the Company specified in this Agreement are in addition to and not in substitution for any other rights and remedies of the Company at law or in equity and that all such rights and remedies are cumulative and not alternative or exclusive of any other rights or remedies and that the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

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12. RELATIONSHIP

12.1 The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of a contractor, and all persons employed or engaged by the Consultant, including David Wolfin in connection herewith shall for all purposes be considered to be employed or engaged, as applicable, by the Consultant and not by the Company. The Company shall have no obligation whatsoever to pay or compensate the Consultant and/or any representative of the Consultant including David Wolfin, for taxes of any kind whatsoever that arise out of or with respect to any Consulting Fee, or any other fee, remuneration or compensation provided to the Consultant under this Agreement.

12.2 The Consultant shall fully indemnify and hold harmless the Company from and against all assessments, claims, liabilities, costs, expenses and damages that the Company and I or any of the Affiliated Companies may suffer or incur with respect to any such taxes or benefits. For greater clarity, the Consultant is solely responsible for the deduction and remissions of income tax, pension and employment insurance in respect of any employees retained by the Consultant to perform the services under this Agreement. Furthermore, if these amounts are not remitted, the Consultant will, in addition to any other provision under this Agreement, indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective directors and officers from and against any claim for taxes, penalties and for withholding of funds by the applicable tax, worker's compensation, employment standards and insurance agencies or any other government agency with respect to any amount found to be payable by the Company to such agency or commission in respect of the Consultant's provision of services under this Agreement, including any legal fees incurred by the Company in defending such claims.

13. SURVIVAL OF TERMS

13.l Sections 6 through 12, inclusive, and this Section 13, shall survive and remain in force notwithstanding the expiration or other termination of this Agreement for any reason whatsoever. Any expiration or termination of this Agreement shall be without prejudice to any rights and obligations of the parties hereto arising or existing up to the effective date of such expiration or termination, or any remedies of the parties with respect thereto.

14. LIMITED AUTHORITY AS AGENT

14.1 Unless otherwise agreed to in writing by the parties, the Consultant may not act as an agent of the Company; however, this does not and is not intended to restrict the powers of the Principal to act as President and Chief Executive Officer of the Company in any way. Without limiting the generality of the foregoing, the Consultant shall not commit or be entitled to commit the Company to any obligation whatsoever nor shall the Consultant incur or be entitled to incur any debt or liability whatsoever on behalf of the Company, except as otherwise agreed to by the Company.

15. NO ASSIGNMENT

15.1 Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without thewritten consent of all the parties.

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16. SUCCESSORS AND ASSIGNS

16.1 The Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors,administrators, successors and permitted assigns, as the case may be.

17. WAIVER

17.1 Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by indulgence, delay or other act, omission or conduct. Any waiver shall only apply to the specific matter waived and only in the specific instance i n which it is waived.

18. GOVERNING LAWS

18.1 Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Province of British Columbia.

19. FURTHER ASSURANCES

19.1 Each of the parties shall, on request by the other party, execute and deliver or cause to be executed and delivered all such further documents and instruments and do all such further acts and things as the other party may reasonably require to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement and to ensure the completion of the transactions contemplated hereby.

20. NOTICES

20.1 All notices required or permitted under this Agreement shall be in writing and shall be given by delivering such notice or mailing such notice by pre-paid registered mail, by facsimile transmission or electronic mail to the addresses provided under the names of each party on the first page to this Agreement. Any such notice or other communication shall, if delivered, be deemed to have been given or made and received on the date delivered (or the next business day if the day of delivery is not a business day), and if mailed, shall be deemed to have been given or made and received on the fifth business day following the day on which it was so mailed and if faxed (with confirmation received) shall be deemed to have been given or made and received on the day on which it was so faxed (or the next business day if the day of sending is not a business day). The parties may give from time to time written notice of change of address in the manner aforesaid.

21. CONSTRUCTION

21.1 In this Agreement, unless otherwise indicated: (a) Agreement means this Consulting Agreement;

(b) the words include, including or in particular, when following any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

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(c) herein, hereby, hereunder, hereof', hereto and words of similar import, refer to this Agreement as a whole and not to any particular Section of this Agreement;

(d) a reference to a statute means that statute, as amended and in effect as of the date hereof, and includes each and every regulation and rule made thereunder and in effect as of the date hereof, and includes all amendments thereof given effect from time to time;

(e) a reference to a Section means, unless the context otherwise requires, that specific Section in Agreement;

(f) a reference to a consent, notice or agreement means a consent, notice or agreement, as the case may be, by an authorized representative of the party or parties thereto;

(g) where a word, term or phrase is defined herein, its derivatives or other grammatical forms have a corresponding meaning;

(h) all words, other than defined terms, used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include the singular or the plural and the masculine, feminine or body corporate, as the context may require;

(i) time is of the essence;

(j) in the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day, such action shall be required to be taken on the next succeeding day which is a business day;

(k) references to a party or parties are references to a party or parties to this Agreement;

(l) the headings in this Agreement form no part of this Agreement and shall be deemed to have been inserted for convenience only;

(m) unless otherwise agreed to in writing by the parties, all dollar amount referred to herein are expressed in Canadian dollars; and

(n) the Effective Date of this Agreement shall be February 1, 2020, despite the actual date of execution of this Agreement. 22. SEVERABILITY

22.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then tothe fullest extent permitted by law: (a) all other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible; and

(b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. 23. COUNTERPARTS AND FACSIMILE

23.l This Agreement may be executed in one or more counterparts and delivered by facsimile, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

24. INDEPENDENT LEGAL ADVICE

24.1 The Company has recommended to the Consultant that it obtain independent legal advice prior to signing this Agreement. The Consultant acknowledges that it has received independent legal advice or have waived the opportunity to do so and have elected to proceed without benefit of same.

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IN WITNESS WHEREOF this Agreement has been executed as of the Effective Date. CORAL GOLD RESOURCES LTD. Per: Ronald Andrews Authorized Signatory INTERMARK CAPITAL CORP. Per: David Wolfin Authorized Signatory

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THIS IS SCHEDULE A TO THE CONSULTING AGREEMENT BETWEEN CORAL GOLD RESOURCES LTD. AND lNTERMARK CAPlTAL CORP. Description of Consulting Services: The Consultant shall provide management and financial consulting services, including the supervision of the senior management, all staff, and all field personnel of the Company, whether employees or consultants, strategic planning and property acquisitions, strategic financial planning and annual budget reviews, as well as the implementation and monitoring of the Company's compliance with continuous reporting requirements, internal controls over accounting systems and financial reporting to the Company. Duties and Responsibilities: The Executive shall serve the Company as an executive officer in the position of President and Chief Executive Officer. The Executive shall report to the Board and shall undertake and perform the following duties and responsibilities: · actively engage with the Board to ensure that the initiatives of the management team are aligned with the strategic direction and objectives for the Company that have been established by the Board;

· provide overall direction for the Company in order for it to implement agreed strategies in order to meet Company goals and objectives;

· provide shareholder and investor communication and manage key investment banking and institutional relationships;

· make decisions in line with organizational goals, leading to desired results, and will be responsible and accountable for results;

· create and sustain the organizational culture and environment needed to achieve objectives and results and recruit and retain a high-performance operating team;

· oversee the implementation and monitoring of internal controls, reporting compliance obligations, sign off on CEO Certificates for the interim and annual financial statements and setting environmental protection policies; and

· such other duties and responsibilities as may be assigned or vested in him by the Board from time to time and which are consistent with the duties and responsibilities of a President and Chief Executive Officer. The Executive agrees, during the continuance of his employment, to devote sufficient working time, services, skill and ability to such employment and to serve at all times with loyalty and honesty in the best interests of the Company. The Executive acknowledges that the position of President and CEO will involve significant travel for business development and for investor relations.

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Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;

(c) by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to CDN$750,000;