the Purchaser is the registered and beneficial owners of 375,000 Class A Shares of Decision Zone Inc. (representing 15% of the issued and outstanding Class A Shares in the capital stock of Decision Zone Inc.) (the “ DZ Shares ”);

the Purchaser wishes to sell the DZ Shares to an unrelated third party at arms-length for proceeds to be determined, in regards to their fair market value (the “ Sale of the DZ Shares ”); and

upon the terms and subject to the conditions set forth in this Agreement, the Purchaser and Pubco have agreed that Pubco shall issue the Pubco Shares (as defined herein) to the Purchaser in exchange for one third (1/3) of the net proceeds that are received by the Purchaser from the Sale of the DZ Shares (the “ One Third of Proceeds ”).

DEFINITIONS

Definitions . The following terms have the following meanings, unless the context indicates otherwise:

“ Agreement ” shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

“ Closing ” shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;

“ Closing Date ” shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser of the conditions precedent set out in Sections 5.1 and 5.2, respectively;

“ Closing Documents ” shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

“ Exchange Act ” shall mean the United States Securities Exchange Act of 1934 , as amended;

“ Liabilities ” shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;

“ Pubco Shares ” shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing.

“ SEC ” shall mean the Securities and Exchange Commission;

“ Securities Act ” shall mean the United States Securities Act of 1933 , as amended;

“ Taxes ” shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and

“ Transaction ” shall mean the purchase of the Pubco Shares by the Purchaser in consideration for the One Third of Proceeds payable to Pubco from the Purchaser.

Schedules . The following schedules are attached to and form part of this Agreement:

Currency . All references to currency referred to in this Agreement are in United States Dollars (USD$), unless expressly stated otherwise.

THE OFFER, PURCHASE AND SALE OF SHARES

Consideration . As consideration for the sale of the One Third of Proceeds by the Purchaser to Pubco, Pubco shall allot and issue the Pubco Shares to the Purchaser or his nominees. The Purchaser acknowledges and agrees that the Pubco Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Purchaser agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Pubco Shares issued on Closing will be endorsed with the following legend pursuant to the Securities Act in order to reflect the fact that the Pubco Shares will be issued to the Purchaser pursuant to an exemption from the registration requirements of the Securities Act:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Restricted Securities . The Purchaser acknowledges that the Pubco Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Authority . The Purchaser has all requisite power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ Purchaser Documents ”) to be signed by the Purchaser and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been, and the other Purchaser Documents when executed and delivered by the Purchaser as contemplated by this Agreement will be, duly executed and delivered by the Purchaser and this Agreement is, and the other Purchaser Documents when executed and delivered by the Purchaser as contemplated hereby will be, valid and binding obligations of the Purchaser enforceable in accordance with their respective terms except:

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

as limited by public policy.

Title and Authority of Purchaser .

Non-Contravention . Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser, or any of his respective material property or assets;

violate any applicable laws; or

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to the Purchaser or any of his respective material property or assets.

No Brokers . The Purchaser has incurred any independent obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

Completeness of Disclosure . No representation or warranty by the Purchaser in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Pubco pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

REPRESENTATIONS AND WARRANTIES OF PUBCO

Organization and Good Standing . Pubco is duly incorporated, organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Pubco is qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of Pubco.

Authority . Pubco has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ Pubco Documents ”) to be signed by Pubco and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Pubco Documents by Pubco and the consummation by Pubco of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Pubco is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Pubco Documents when executed and delivered by Pubco as contemplated by this Agreement will be, duly executed and delivered by Pubco and this Agreement is, and the other Pubco Documents when executed and delivered by Pubco, as contemplated hereby will be, valid and binding obligations of Pubco enforceable in accordance with their respective terms, except:

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

as limited by public policy.

Non-Contravention . Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets;

violate any provision of the applicable incorporation or charter documents of Pubco; or

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Validity of Pubco Common Stock Issuable upon the Transaction . The Pubco Shares to be issued to the Purchaser upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

Filings, Consents and Approvals . No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Pubco of the Transaction contemplated by this Agreement to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

No Brokers . Pubco has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

Completeness of Disclosure . No representation or warranty by Pubco in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to the Purchaser pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

CLOSING CONDITIONS

Conditions Precedent to Closing by Pubco . The obligation of Pubco to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Pubco and may be waived by Pubco in its sole discretion.

Representations and Warranties . The representations and warranties of the Purchaser set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and the Purchaser will have delivered to Pubco a certificate dated as of the Closing Date, to the effect that the representations and warranties made by the Purchaser in this Agreement are true and correct.

Performance . All of the covenants and obligations that the Purchaser is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

Transaction Documents . This Agreement, the Purchaser Documents, and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to Pubco, will have been executed and delivered to Pubco.

Third Party Consents . Pubco will have received duly executed copies of all third party consents and approvals contemplated by this Agreement, in form and substance reasonably satisfactory to Pubco.

No Action . No suit, action, or proceeding will be pending or threatened which would:

prevent the consummation of any of the transactions contemplated by this Agreement; or

cause the Transaction to be rescinded following consummation.

Due Diligence Generally. Pubco and its solicitors will be reasonably satisfied with their due diligence investigation of the Purchaser that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction, including:

materials, documents and information in the possession and control of the Purchaser which are reasonably germane to the Transaction; and

a physical inspection of the DZ Shares and the documents related to the Sale of the DZ Shares to be sold by the Purchaser.

Compliance with Securities Laws . Pubco will have received evidence satisfactory to Pubco that the Pubco Shares issuable in the Transaction will be issuable without registration pursuant to the Securities Act in reliance on an exemption from the registration requirements of the Securities Act provided by Regulation S and/or Regulation D.

Sale of the DZ Shares . The Purchaser will have closed the Sale of the DZ Shares with an unrelated third party at arms-length for fair market value.

Conditions Precedent to Closing by the Purchaser . The obligation of the Purchaser to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser in their discretion.

Representations and Warranties . The representations and warranties of Pubco set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Pubco will have delivered to the Purchaser a certificate dated the Closing Date, to the effect that the representations and warranties made by Pubco in this Agreement are true and correct.

Performance . All of the covenants and obligations that Pubco are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. Pubco must have delivered each of the documents required to be delivered by it pursuant to this Agreement.

Transaction Documents . This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered by Pubco.

No Action . No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would:

prevent the consummation of any of the transactions contemplated by this Agreement; or

cause the Transaction to be rescinded following consummation.

Due Diligence Generally . The Purchaser will be reasonably satisfied with their due diligence investigation of Pubco that is reasonable and customary in a transaction of a similar nature to that contemplated by the Transaction.

ADDITIONAL COVENANTS OF THE PARTIES

Notification . Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.

CLOSING

Closing . The Closing shall take place on the Closing Date at the offices of the lawyers for Pubco or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and Pubco, provided such undertakings are satisfactory to each party’s respective legal counsel.

Closing Deliveries of the Purchaser . At Closing, the Purchaser will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco:

an executed Certificate of Non-U.S. Shareholder in the form of Schedule 1 attached hereto;

if the Purchaser appoints any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Purchaser, a valid and binding power of attorney or equivalent from the Purchaser;

the executed agreement regarding the Sale of the DZ Shares and all related closing documents as requested by Pubco;

a cheque or receipt of a valid electronic wire to Pubco representing the One Third of Proceeds;

all certificates and other documents required by 5.1 of this Agreement;

the Purchaser Documents and any other necessary documents, each duly executed by the Purchaser, as reasonably required to give effect to the Transaction; and

copies of all agreements and arrangements required by this Agreement.

Closing Deliveries of Pubco . At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to the Purchaser:

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;

all certificates and other documents required by Section 5.2 of this Agreement;

share certificates representing the Pubco Shares; and

the Pubco Documents and any other necessary documents, each duly executed by Pubco, as reasonably required to give effect to the Transaction.

TERMINATION

Termination . This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

mutual agreement of Pubco and the Purchaser;

Pubco, if there has been a material breach by the Purchaser or the Purchaser of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of the Purchaser or the Purchaser that is not cured, to the reasonable satisfaction of Pubco, within ten business days after notice of such breach is given by Pubco (except that no cure period will be provided for a breach by the Purchaser or the Purchaser that by its nature cannot be cured);

the Purchaser, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of the Purchaser, within ten business days after notice of such breach is given by the Purchaser (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured);

Pubco or the Purchaser, if the Transaction is not closed by December 31, 2016, unless the parties hereto agree to extend such date in writing; or

Pubco or the Purchaser if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable.

Effect of Termination . In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.

INDEMNIFICATION, REMEDIES, SURVIVAL

Certain Definitions . For the purposes of this Article 9, the terms “ Loss ” and “ Losses ” mean any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Pubco or the Purchaser including damages for lost profits or lost business opportunities.

Agreement of the Purchaser to Indemnify . The Purchaser will indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:

the breach by the Purchaser of any representation or warranty of the Purchaser contained in or made pursuant to this Agreement, any the Purchaser Document or any certificate or other instrument delivered pursuant to this Agreement; or

the breach or partial breach by the Purchaser of any covenant or agreement of the Purchaser made in or pursuant to this Agreement, any the Purchaser Document or any certificate or other instrument delivered pursuant to this Agreement.

Agreement of the Purchaser to Indemnify . The Purchaser will indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:

any breach by the Purchaser of Section 2.1 of this Agreement; or

any misstatement, misrepresentation or breach of the representations and warranties made by the Purchaser contained in or made pursuant to the Certificate executed by the Purchaser.

Agreement of Pubco to Indemnify . Pubco will indemnify, defend, and hold harmless, to the full extent of the law, the Purchaser from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser by reason of, resulting from, based upon or arising out of:

the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or

the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

MISCELLANEOUS PROVISIONS

Effectiveness of Representations; Survival . Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one year after the Closing Date.

Further Assurances . Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

Amendment . This Agreement may not be amended except by an instrument in writing signed by each of the parties.

Expenses . Pubco will bear all costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of agents, representatives, legal and accountants.

Entire Agreement . This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

Notices . All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses (or at such other address for a party as will be specified by like notice) on the first page of this Agreement.

in the case of personal delivery, on the date of such delivery;

in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery;

in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and

in the case of mailing, on the fifth business day following mailing.

Headings . The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

Benefits . This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

Assignment . This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein.

Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

Gender . All references to any party will be read with such changes in number and gender as the context or reference requires.

Business Days . If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall be a Saturday, Sunday or a legal holiday in the State of Nevada, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday, Sunday or such a legal holiday.

Counterparts . This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Fax and PDF Execution . This Agreement may be executed by delivery of executed signature pages by fax or PDF document via Email and such execution will be effective for all purposes.

Independent Legal Advice . The Purchaser acknowledges that:

this Agreement was prepared by the W.L. Macdonald Law Corporation for Pubco;

W.L. Macdonald Law Corporation received instructions from Pubco and does not represent the Purchaser in regards to this Agreement;

the Purchaser has been requested by Pubco and W.L. Macdonald Law Corporation to obtain independent legal counsel and advice on this Agreement prior to signing this Agreement;

the Purchaser has been given adequate time to obtain independent legal advice;

by signing this Agreement, the Purchaser confirms that the Purchaser fully understands this Agreement; and

by signing this Agreement without first obtaining independent legal advice, the Purchaser waives his rights to obtain independent legal advice.

Schedules and Exhibits . The schedules and exhibits are attached to this Agreement and incorporated herein.

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”