MOBETIZE, CORP. (Form: 10-Q, Received: 02/15/2017 16:27:28)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934 for the quarterly period ended December 31, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from ______ to _______

Commission File No. 333-181747

MOBETIZE CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

7299

99-0373704

(Primary Standard Industrial Classification Number)

(IRS Employer Identification Number)

8105 Birch Bay Square St, Suite 205, Blaine WA 98230

(Address of principal executive offices)

Issuer’s telephone number: (778) 588-5563

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or

15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-

accelerated filer, or a smaller reporting company.

Large accelerated filer ☐

Accelerated filer

☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act). ☐ Yes ☒ No

At February 14, 2017, the number of shares outstanding of the registrant’s common stock, $0.001 par

value was 23,450,233, the number of shares outstanding of registrant’s Series A preferred stock, $0.001

par value was 4,565,000, and the number of shares outstanding of registrants Series B preferred stock,

$0.001 par value was 12,445,648.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Loss and Comprehensive Loss

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

Operations

Item 3 .

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings and Risk Factors

Item 2 .

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4 .

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

As used herein, the terms “Mobetize,” “we,” “our,” and “us” refer to Mobetize Corp., a Nevada

corporation, and its predecessors and subsidiaries, unless otherwise indicated. In the opinion of

management, the accompanying unaudited, consolidated financial statements included in this Form

10-Q reflect all adjustments necessary for a fair presentation of the results of operations for the

periods presented. The results of operations for the periods presented are not necessarily indicative of

the results to be expected for the full year.

MOBETIZE, CORP.

Consolidated Balance Sheets

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

DECEMBER 31,

MARCH 31,

2016

ASSETS

Current Assets:

Cash

49,482 $

210,341

Accounts receivable

44,723

43,729

Prepaid expenses and deposits

45,015

53,677

Prepaid expenses and deposits – related party (Notes 5(g) and (i))

6,549

11,080

Total Current Assets

145,769

318,827

Property and equipment, net (Note 3)

9,108

11,828

TOTAL ASSETS

154,877 $

330,655

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES

Current Liabilities:

Accounts payable and accrued liabilities

202,443 $

138,956

Accounts payable and accrued liabilities - related party (Note 5(e)

and (f))

208,520

75,749

Deposits due to customers

980

1,480

Promissory note – related party (Note 5(e))

43,620

50,000

Convertible debentures (Note 4 and 5(h))

340,000

275,000

Shareholder loans (Notes 5(d) and (e))

60,875

Total Current Liabilities

856,438

541,185

Shareholder loans

47,476

TOTAL LIABILITIES

856,438 $

588,661

STOCKHOLDERS' DEFICIENCY

Common stock, $0.001 Par Value: 525,000,000 authorized and

23,450,233 and 28,750,881 common shares issued and outstanding,

respectively (Note 6(a))

23,450 $

28,751

Preferred stock – Series A, $0.001 Par Value: 10,000,000 authorized

and 4,565,000 shares issues and outstanding (Note 6(b))

4,565

Preferred stock – Series B, $0.001 Par Value: 25,000,000 authorized

and 11,845,648 shares issues and outstanding (Note 6(c))

11,846

Share purchase warrants

676,964

Share options

924,557

757,524

Additional paid-in capital

4,737,142

4,608,487

Accumulated other comprehensive loss

(8,272)

(9,236)

Accumulated deficit

(7,071,813)

(6,325,061)

Total Stockholders' Deficiency

(701,561)

(258,006)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

154,877 $

330,655

The accompanying notes are an integral part of these consolidated financial statements.

MOBETIZE CORP.

Consolidated Statements of Loss and Comprehensive Loss

For the three and nine months ended December 31, 2016 and 2015

(Expressed in U.S. dollars)

(Unaudited)

THREE MONTHS ENDED

NINE MONTHS ENDED

DECEMBER 31,

2016

2015

2016

2015

OPERATING REVENUES

Revenues

149,138 $

74,383 $

365,386 $

81,460

OPERATING EXPENSES

Depreciation

777

918

2,377

2,349

Director compensation (Note 5(c))

3,000

30,000

General and administrative

51,278

76,211

178,988

189,627

General and administrative – related party (Note

5(a) and (b))

19,747

1,811

74,053

3,973

Investor relations and promotion

15,684

22,711

65,209

29,866

Listing fees

3,467

10,629

12,821

31,820

Consulting fees

104,444

21,000

278,289

Management fees – related party (Note 5(a) and

(b))

29,859

30,000

98,149

90,000

Professional fees

21,015

17,986

117,720

55,996

Research and development

65,834

93,643

232,431

330,259

Research and development - related party (Note

5(a))

38,977

32,986

97,027

45,822

Sales and marketing

861

15,248

8,130

69,009

Share compensation (Note 6(a))

7,200

Stock-based compensation expense (Note 8)

39,594

600,753

167,033

600,753

Total Operating Expenses

290,093

1,007,340

1,112,138

1,727,763

NET LOSS

(140,955) $ (932,957) $ (746,752) $ (1,646,303)

NET LOSS PER SHARE

Basic and Diluted

(0.01) $

(0.03) $

(0.05)

WEIGHTED AVERAGE NUMBER OF

COMMON SHARES OUTSTANDING

Basic and Diluted

23,450,233

33,261,154

24,638,381

31,594,441

COMPREHENSIVE LOSS

Net loss

(140,955) $ (932,957) $ (746,752) $ (1,646,303)

Other comprehensive loss:

Cumulative translation adjustment

1,184

1,212

964

(3,688)

Comprehensive loss

(139,771) $ (931,745) $ (745,788) $ (1,649,991)

The accompanying notes are an integral part of these consolidated financial statements.

MOBETIZE CORP.

Consolidated Statements of Cash Flows

For the nine months ended December 31, 2016 and 2015

(Expressed in U.S. dollars)

(Unaudited)

NINE MONTHS

ENDED DECEMBER 31,

2016

2015

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

(746,752)

(1,646,303)

Adjustments to reconcile net loss to net cash used in operating

activities:

Depreciation expense

2,377

2,349

Shares issued for services

61,200

10,753

Interest accrued on shareholder loans

2,859

Stock-based compensation

167,033

600,753

Changes in assets and liabilities:

Accounts receivable

(994)

(79,211)

Accounts receivable – related party

14,687

Prepaid expenses and deposits

8,662

18,690

Prepaid expenses and deposits – related party

1,031

Accounts payable and accrued liabilities

90,987

52,984

Accounts payable - related party

129,912

(30,448)

Deposits due to customers

(500)

Net cash used in operating activities

(284,185)

(1,055,746)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of computer equipment

(1,554)

Net cash used in investing activities

(1,554)

CASH FLOWS FROM FINANCING ACTIVITES

Proceeds from sale of common stock and warrant exercise, net of

financing costs

619,667

Proceeds from sale of common stock and warrant exercise, net of

financing costs - related party

228,240

Proceeds from related party promissory note, net of prepaid interest

44,188

Proceeds from convertible debenture, net of prepaid interest

65,000

Proceeds from shareholder loans, net of repayments

13,399

24,850

Net cash provided by financing activities

122,587

872,757

EFFECT OF EXCHANGE RATE CHANGES ON CASH

739

(2,711)

NET DECREASE IN CASH

(160,859)

(187,254)

CASH - BEGINNING OF PERIOD

210,341

312,899

CASH - END OF PERIOD

49,482

125,645

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Shares issued to settle accounts payable

27,500

Shares issued to settle promissory note – related party

46,500

SUPPLEMENTAL DISCLOSURES:

Interest paid

13,703

Income taxes paid

The accompanying notes are an integral part of these consolidated financial statements.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

1. Nature of Operations and Continuance of Business

Mobetize Corp. (“Mobetize”) was incorporated in the state of Nevada on February 23, 2012, as

Slavia, Corp. Mobetize’s name became “Mobetize Corp on August 13, 2013.

Mobetize provides Fintech solutions and services to enable and support the convergence of global

telecom and financial services providers (“Customers”) through its Global Mobile B2B Fintech and

Financial Services Marketplace (“Hub”). Mobetize’s activities are subject to significant risks and

uncertainties, including the need to secure additional funding to optimize Mobetize’s existing

technology to effective counter competitive products.

Mobetize’s unaudited consolidated financial statements are prepared in accordance with accounting

principles generally accepted in the United States. These unaudited consolidated financial statements

include the accounts of Mobetize and its wholly owned subsidiaries, Mobetize Canada Inc., and

Mobetize USA Inc. All significant intercompany transactions and balances have been eliminated.

The accompanying unaudited consolidated financial statements of Mobetize should be read in

conjunction with the financial statements and accompanying notes filed with the U.S. Securities and

Exchange Commission in Mobetize’s Annual Report on Form 10-K for the fiscal year ended March

31, 2016. In the opinion of management, the accompanying financial statements reflect all

adjustments of a recurring nature considered necessary to present fairly Mobetize’s financial position

and the result of its operations and its cash flows for the periods shown.

The preparation of financial statements in accordance with accounting principles generally accepted

in the United States requires management to make estimates and assumptions that affect the amounts

reported. Actual results could differ materially from those estimates. The results of operations and

cash flows for the periods shown are not necessarily indicative of the results to be expected for the

full year.

Going Concern

These unaudited consolidated financial statements have been prepared on a going concern basis,

which implies that Mobetize will continue to realize assets and discharge liabilities in the normal

course of business. As of December 31, 2016, Mobetize has an accumulated deficit of $7,071,813, a

history of net losses and a working capital deficiency of $710,669. These factors raise substantial

doubt regarding Mobetize’s ability to continue as a going concern. The continuation of Mobetizeas a

going concern is dependent upon continuing financial support from management, increasing sales,

securing debt or equity financing, cutting operating costs, launching viable products, and realizing

profitable operations. These financial statements do not include any adjustments to the recoverability

and classification of recorded asset amounts and classification of liabilities that might be necessary

should Mobetize be unable to continue as a going concern.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

Recent Accounting Pronouncements

a) Recently Adopted Accounting Standards

In June 2014, ASU guidance was issued to resolve the diversity of practice relating to the

accounting for stock based performance awards that the performance target could be achieved

after the employee completes the required service period. The update is effective prospectively or

retrospectively for annual reporting periods beginning after December 15, 2015. The Company

adopted this ASU on April 1, 2016, prospectively. The adoption of this ASU does not have a

material effect on Mobetize’s consolidated financial statements.

In January 2015, an ASU was issued to simplify the income statement presentation requirements

in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are

events and transactions that are distinguished by their unusual nature and by the infrequency of

their occurrence. Eliminating the extraordinary classification simplifies income statement

presentation by altogether removing the concept of extraordinary items from consideration. This

ASU is effective for annual periods beginning after December 15, 2015, including interim periods

within those annual periods. An entity may apply this ASU prospectively or retrospectively to all

prior periods presented in the financial statements. Early adoption is permitted. Mobetize

adopted this ASU on April 1, 2016, prospectively. The adoption of this ASU does not have a

material effect on Mobetize’s consolidated financial statements.

b) Recent Accounting Pronouncements

In May 2014, ASU guidance was issued related to revenue from contracts with customers. The

new standard provides a five-step approach to be applied to all contracts with customers and also

requires expanded disclosures about revenue recognition. The ASU is effective for annual

reporting periods beginning after December 15, 2017, including interim periods and is to be

retrospectively applied. Early application is permitted only as of annual reporting periods

beginning after December 15, 2016, including interim reporting periods within that reporting

period. Mobetize is currently evaluating this guidance and the impact it will have on its

consolidated financial statements.

In November 2015, an ASU was issued to simplify the presentation of deferred income taxes.

The amendments in this ASU require that deferred tax liabilities and assets be classified as non-

current on the balance sheet as compared to the current requirements to separate deferred tax

liabilities and assets into current and non-current amounts. This ASU is effective for annual

periods beginning after December 15, 2016, including interim periods within those annual

periods. Earlier application is permitted. This ASU may be applied either prospectively to all

deferred tax liabilities and assets or retrospectively to all periods presented. Mobetize is currently

evaluating this guidance and the impact it will have on its consolidated financial statements.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

2. Recent Accounting Pronouncements – continued

b) Recent Accounting Pronouncements

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840,

Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease

assets and lease liabilities by lessees for those leases classified as operating leases under previous

GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease

liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy

election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee

makes this election, it should recognize lease expense for such leases generally on a straight-line basis

over the lease term. The accounting applied by a lessor is largely unchanged from that applied under

previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December

15, 2018, including interim periods within those annual periods and is to be retrospectively applied.

Earlier application is permitted. Mobetize is currently evaluating this guidance and the impact it will

have on its consolidated financial statements.

In March 2016, an ASU was issued to reduce complexity in the accounting for employee share-based

payment transactions. One of the simplifications relates to forfeitures of awards. Under current

GAAP, an entity estimates the number of awards for which the requisite service period is expected to

be rendered and base the accruals of compensation cost on the estimated number of awards that will

vest. This ASU permits an entity to make an entity-wide accounting policy election either to estimate

the number of forfeitures expected to occur or to account for forfeitures in compensation cost when

they occur. This ASU is effective for annual periods beginning after December 15, 2016, including

interim periods within those annual periods. Earlier application is permitted. Mobetize is currently

evaluating this guidance and the impact it will have on its consolidated financial statements.

3. Property and Equipment

Property and equipment, net consisted of the following:

December 31, 2016

March 31, 2016

Computer equipment

14,285 $

14,787

Furniture

1,162

1,204

Total

15,447

15,991

Less: accumulated amortization

6,339

4,163

Property and equipment, net

9,108 $

11,828

During the nine months ended December 31, 2016, property and equipment cost decreased by $544 as

a result of foreign currency translation adjustments.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

4. Convertible Debentures

Date of issuance

Principal

Interest

Maturity

March 2016 ⁽¹⁾

275,000

12% per annum

March, 2017

July 25, 2016 ⁽²⁾

25,000

12% per annum

July 25, 2017

November 21, 2016 ⁽³⁾

40,000

6% per annum

November 21, 2017

⁽¹⁾ March, 2016 Issuance:

§ Convertible debentures issued net of $30,000 of prepaid interest, noting that $3,000 of

prepaid interest was paid by Mobetize to one Convertible Debenture holder during the period

ended December 31, 2016.

§ $50,000 is owed to a Director of Mobetize (Note 5(h)), issued on March 21, 2016.

§ The conversion feature is exercisable at the option of the holder (the “Conversion Feature”).

The Conversion Feature enables the holder to convert any portion of their outstanding

Convertible Debenture principal balance into Series B Preferred shares at a price of Fifty

Cents ($0.50) after 180 days from issue date, but no later than the maturity date.

§ The Conversion Feature represents an embedded contingent redemption feature and is

accounted for as a derivative. The fair value of the contingent redemption feature is

immaterial and therefore not recognized at inception, or at December 31, 2016.

⁽²⁾ July 25, 2016 Issuance:

§ Convertible debenture issued net of $3,000 of prepaid interest.

§ The Conversion Feature is exercisable at the option of the holder. The Conversion Feature

enables the holder to convert any portion of their outstanding Convertible Debenture

principal balance into Series B Preferred shares at a price of Fifty Cents ($0.50) after 180

days from issue date, but no later than the maturity date.

§ The Conversion Feature represents an embedded contingent redemption feature and is

accounted for as a derivative. The fair value of the contingent redemption feature is

immaterial and therefore not recognized at inception or at December 31, 2016.

⁽³⁾ November 21, 2016 Issuance:

§ Convertible debenture issued net of $2,400 of prepaid interest.

§ $20,000 is owed to a Director of Mobetize (Note 5(h)), issued on November 21, 2016.

§ The Conversion Feature enables the holder to convert any portion of their outstanding

Convertible Debenture principal balance into common shares at $0.25 per share after 180

days from issue date, but no later than the maturity date.

§ The Conversion Feature represents an embedded contingent redemption feature. The fair

value of the contingent redemption feature is immaterial and therefore not recognized at

inception or at December 31, 2016.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

5. Related Party Transactions

Nine months ended December 31,

Transactions with related parties

2 016

2015

(a) Transactions incurred with the CEO or companies controlled by the

CEO:

Management salaries and fees

91,039 $

90,000

Research and development

97,027

45,822

General and administration expenses

11,843

2,979

Conversion of promissory note ⁽¹⁾

46,500

246,409 $

138,801

(b) Transactions incurred with the former CFO’s or a company

controlled by a former CFO:

Management salaries and fees

7,110 $

General and administration expenses

62,210

994

Advances – applied to private placement ⁽²⁾

137,000

69,320 $

137,994

(c) Transactions incurred with the Chairman of Mobetize

Director compensation ⁽³⁾

30,000 $

December 31,

Related party balances, as at

2 016

March 31, 2016

(d) Amounts owed to companies controlled by the former CFO:

Shareholder loan ⁽⁴⁾

17,837

5,943

(e) Amounts owed to companies controlled by the CEO:

Shareholder loan ⁽⁴⁾

43,038

41,533

Management fees

82,500

30,000

Amounts payable - for services received and expenses incurred

123,020

45,749

Promissory note – June 2, 2017 ⁽⁵⁾

25,000

Promissory note – July 11, 2017 ⁽⁶⁾

18,620

Promissory note – February 14, 2017 ⁽⁷⁾

50,000

292,178

167,282

(f) Amounts owed to the Chairman of Mobetize

3,000

(g) Amounts prepaid to a company controlled by the CEO

Prepaid interest on promissory notes

2,450

5,241

(h) Amounts owed to a Director of Mobetize

Convertible debenture – March 21, 2017 (Note 4(1))

50,000

Convertible debenture – July 21, 2017 (Note 4(2))

25,000

Convertible debenture – November 20, 2017 (Note 4(3))

20,000

95,000

50,000

(i) Amounts prepaid to a Director of Mobetize

Prepaid interest on convertible debentures

4,099

5,839

⁽¹⁾ The promissory note was comprised of $50,000 principal, offset by $3,500 of prepaid interest. The promissory note

was converted into 4,650,000 Series B preferred shares of Mobetize.

⁽²⁾ The advances from the former CFO were later used as a subscription to a private placement which included

subscriptions by the former CFO and direct family members.

⁽³⁾ On July 15, 2016 the Chairman was compensated $24,000. On July 1, 2016, Mobetize entered into an agreement with

its Chairman where the Chairman would provide services to Mobetize at a monthly rate of $1,000 for a period of two

years ending on June 30, 2018.

⁽⁴⁾ Shareholder loan balances are unsecured and due on demand.

⁽⁵⁾ The promissory note maturing on June 2, 2017, was issued with a twelve-month term, comprises $25,000 principal, and

bears interest at 12% per annum. The principal balance includes prepaid interest of $3,000, due on maturity.

⁽⁶⁾ The promissory note maturing on July 11, 2017, was issued with a twelve-month term, comprises $18,620 (CAD

$25,000) principal, and bears interest at 12% per annum. The principal balance includes prepaid interest of $2,234

(CAD $3,000), due on maturity.

⁽⁷⁾ The promissory note maturing on February 14, 2017, was issued with a twelve-month term, comprised $50,000

principal, and bore interest at 12% per annum. The principal balance included prepaid interest of $6,000, due on

maturity. This promissory note was converted into 4,650,000 Series B preferred shares of Mobetize.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

6. Common Stock and Preferred Stock

a) Common Shares Issued for Services:

On August 1, 2016, Mobetize settled $7,200 in shares for services through the issuance of

120,000 common shares with a fair value of $0.06 per share and a par value of $0.001 per share,

resulting in $7,080 being recorded to additional paid-in capital.

b) Authorization and Issuance of Series A Preferred Shares:

During the year ended March 31, 2016, Mobetize authorized the issuance of 250,000,000 shares

of preferred stock with a par value of $0.001 per share and designated 10,000,000 of the preferred

stock as Series A preferred shares (“Series A Preferred Shares”). The Series A Preferred Shares

have the same rights and privileges as the common shares, with the exception that the Series A

Preferred Share holder has 10 votes per Series A Preferred Share versus one vote per common

share and does not have the right to convert the shares into common shares for a period of 2 years

from the date of issue.

c) Authorization and Issuance of Series B Preferred Shares:

During the nine months ended December 31, 2016, Mobetize designated 25,000,000 shares of the

authorized preferred stock as Series B preferred shares (“Series B Preferred Shares”). The Series

B Preferred Shares have the same rights and privileges as the common shares, with the exception

that the Series B Preferred Shares have an anti-dilution provision and the Series B Preferred

Share holder does not have the right to convert Series B Preferred Shares into common shares for

a period of 2 years from the date of issue.

On June 2, 2016, Mobetize converted 4,081,481 common shares held by a company controlled by

the CEO into 4,081,481 Series B Preferred Shares, 300,000 common shares held by its Chairman

and Director into 300,000 Series B Preferred Shares, and 1,039,167 common shares held by a

Mobetize Director into 1,039,167 Series B Preferred Shares.

On July 15, 2016, Mobetize issued 200,000 Series B Preferred Shares with a fair value of $0.15

per share to settle $30,000 in services payable. $200 was recorded to Series B Preferred Shares

and $29,800 was recorded to additional paid-in capital.

On July 15, 2016, Mobetize issued 1,300,000 Series B Preferred Shares with a fair value of $0.15

per share to a company controlled by the Chairman of Mobetize to settle $24,000 in services

payable. $1,300 was recorded to Series B Preferred Shares and $22,700 was recorded to

additional paid-in capital. This transaction is considered a capital transaction, as such, the excess

fair value of the Series B Preferred shares issued has a $nil effect on additional paid-in capital.

On July 15, 2016, Mobetize issued 4,650,000 Series B Preferred Shares with a fair value of $0.15

per share to a company controlled by its CEO to settle $46,500 in an outstanding promissory note,

which included a principal of $50,000 less prepaid interest of $2,500. $4,650 was recorded to

Series B Preferred Shares and $41,850 was recorded to additional paid-in capital. This transaction

is considered a capital transaction, as such, the excess fair value of the Series B Preferred shares

issued has a $nil effect on additional paid-in capital.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

6. Common Stock and Preferred Stock - Continued

c) Authorization and Issuance of Series B Preferred Shares:

On December 1, 2016, Mobetize issued 275,000 Series B Preferred Shares with a fair value of

$0.10 per share to a consultant of Mobetize to settle $27,500 in amounts owing for services

provided. $275 was recorded to Series B Preferred Shares and $27,225 was recorded to additional

paid-in capital.

7. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

Weighted

average exercise

Number of

price

warrants

Balance, March 31, 2015

1,581,084

0.90

Issued

1,555,322

1.00

Exercised

(189,500)

0.50

Expired

(310,500)

0.50

Balance, March 31, 2016 and December 31, 2016

2,636,406

1.04

As at December 31, 2016, the following share purchase warrants were outstanding:

Number of warrants

Exercise price

outstanding

Expiry date

694,414

1.00

June 24, 2018

386,670

1.25

December 10, 2018

1,555,322

1.00

September 1, 2018

2,636,406

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

8. Stock Options

On August 10, 2015, Mobetize’s directors adopted the 2015 Stock Option Plan (“Stock Option Plan”)

which permits Mobetize to issue stock options for up to 3,000,000 common shares of Mobetize to

directors, officers, employees and consultants of Mobetize with a maximum term of 5 years, and a

vesting schedule determined by the Board of Directors at the time of granting the options.

The following table summarizes the continuity of stock options:

Weighted

average exercise

Number of

price

stock options

Balance, March 31, 2016

2,381,262

0.60

Expired

(288,539)

0.60

Cancelled

(32,723)

0.60

Outstanding, December 31, 2016

2,060,000

0.60

Exercisable, December 31, 2016

1,469,500

0.60

As at December 31, 2016, the following share purchase options were outstanding:

Exercise

Number of options

price

outstanding

vested

Expiry date

2,060,000

1,469,500

0.60

September 30, 2020

The vested options are measured using the Black Scholes method, which included a dividend yield of

nil, risk-free interest rate of 0.68%, expected volatility of 76.7%, and expected term of 5 years.

During the nine months ended December 31, 2016, $167,033 (2015 - $600,753) in stock-based

compensation expense was recorded. The intrinsic value of the options was $nil at December 31,

2016 and March 31, 2016.

9. Concentration of Risk

Revenues are currently generated through licensing, professional services, and payment processing

services provided by Mobetize to our existing Customers. During the nine months ended December

31, 2016, Mobetize had revenues from four customers (2015 – revenues from four customers) with 56%

(2015 – 66%) of revenues generated from Mobetize’s largest customer.

MOBETIZE CORP.

Notes to Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. dollars)

(Unaudited)

10. Commitment

Mobetize has an obligation under a rental lease for its operating office. As of December 31, 2016, the

remaining term of the lease is 21 months with monthly payments of $4,995. Mobetize’s lease includes

a renewal option.

11. Segment Information

Mobetize has currently operating segments located in Canada and the United States of America

(“USA”). Revenues are generated in Canada and the USA while all assets are located in Canada. The

Mobetize’s chief operating decision maker reviews financial information presented on a consolidated

basis for purposes of allocating resources and evaluating financial performance.

12. Subsequent Events

Mobetize evaluated its December 31, 2016 financial statements for subsequent events through the

date the financial statements were issued. Mobetize is not aware of any subsequent events which

would require recognition or disclosure in the financial statements except as disclosed below.

Mobetize continues to seek recovery of 578,733 common shares and 101,726 share purchase warrants

issued as an overpayment to the Former CFO of Mobetize for consulting services and settlement of

expenses and liabilities.

On January 12, 2017, Mobetize entered into a Joint Venture Agreement (“Joint Venture”) with CPT

Secure, Inc. (“CPT”), to further develop certain payment processing technology (“CPT IP”) on a

50/50 basis. In connection with the Joint Venture, Mobetize agreed to issue 500,000 Series B

Preferred Shares to CPT in consideration for the license to the CPT IP which will be contributed to

the Joint Venture. The license to the CPT IP has a term to January 11, 2019, and can be automatically

renewed for successive two year periods unless either party elects not to renew 60 days prior to

expiration.

On January 20, 2017, the holders of Convertible Debentures holding an aggregate amount of three

hundred thousand ($300,000) in convertible debt elected to convert their respective debentures at

$0.50 a share into six hundred thousand shares of Series B Preferred Shares

On January 27, 2017, Mobetize issued twelve month Convertible Debentures in the aggregate amount

of $200,000 net of $176,000 of prepaid interest to four individuals that entitles each of them to

convert any portion of the principal into Series B Preferred Shares at a price of $0.50 per share, 180

days from issue date, but no later than the maturity date.

On February 1, 2017, dated effective December 15, 2016, the Company entered into a Software

Application License, Customization Development and Service Level Agreement with Tata

Communications (America) Inc. to govern the global deployment of our Services for its customers.

The parties agreed to a five-year strategic partnership.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the forward-

looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this report. Our fiscal year end is March 31. All

information presented herein is based on the three and nine month periods ended December 31, 2016 and

December 31, 2015.

DISCUSSION AND ANALYSIS

Mobetize is an emerging Fintech ( mobile delivery of banking and other financial services ) company that

digitizes bricks and mortar financial services to enable the convergence of global telecom and financial

services providers through its Global Mobile B2B Fintech and Financial as a Service Marketplace

(“Hub”). This Hub provides among other things, a mobile financial services (“MFS”) white label

technology platform, that includes an individual MFS application program interface (“API”) consumption

protocol that supports services such as personal loan applications, prepaid air-time and data top ups,

international money transfers, P2P transfers, Visa ™ /MasterCard ™ programs and bill payments on

personal computers and mobile devices (“Services”). The Hub seamlessly integrates with our customers

who can then offer our services to their own customers. Over the three and nine month period ended

December 31, 2016, we entered into the following agreements:

GF Financial Group – On September 27, 2016, effective September 20, 2016, we entered into a Software

Application License, Customization Development and Service Level Agreement with GF Financial Group

to partner in offering a mobile personal lending facility with omni-channel capabilities to its customers

built on our Fintech platform. GF Financial customers will be able to apply for and be approved for

personal loans initiated from their mobile devices. A roll out of the application is planned for the first

quarter of 2017.

CPT Joint Venture – On January 12, 2017, we entered into a Joint Venture Agreement with CPT Secure

Inc. to develop payment processing technology. Mobetize agreed to issue 500,000 Series B Preferred

Shares to CPT in consideration for the license of CPT technology to the joint venture. The license has a

two year term that can be automatically renewed for successive two year periods unless either party elects

not to renew 60 days prior to expiration. The joint venture will be formed in the first quarter of 2017.

Tata Communications – On February 1, 2017, dated effective December 15, 2016, we entered into a

Software Application License, Customization Development and Service Level Agreement with Tata

Communications (America) Inc. to govern the global deployment of our Services for its customers. The

parties agreed to a five-year strategic partnership from which we expect to generate revenue from service

level support fees and the sharing of transactional income; advance our technology alliance to accelerate

new Fintech revenue sharing opportunities; and focus our research and development partnership on

Fintech product innovation. The parties expect progress with the partnership in the first quarter of 2017.

Our business plan for the coming year is to complete the development and qualification of products under

development, and to increase sales of our existing products. Meanwhile, we will continue internal

research and development efforts and collaborate with development partners to ensure the continuity of

our product pipeline as we maintain our focus on the convergence of telecom and financial services.

RESULTS OF OPERATIONS

US $

Three Months Ended

Nine months Ended

December 31,

2016

2015

2016

2015

Revenues

149,138

74,383 $

365,386 $

81,460

Operating Expenses

290,093

1,007,340

1,112,138

1,727,763

Net Loss

(140,955)

(932,957)

(746,752)

(1,646,303)

Revenues

Mobetize generated $365,386 of revenue in the nine months ended December 31, 2016, compared to

revenues of $81,460 during the same period in 2015, an increase of 349%. For the three months ended

December 31, 2016, Mobetize generated $149,138 of revenue compared to $74,383 of revenue during the

same period in 2015, an increase of 100%. Revenues are generated from licensing our Services,

providing professional services, and payment processing for our customers. The increase in revenues over

the comparative three and nine month periods can be attributed to an increase in contract development

revenue and professional service receipts in the current three and nine month periods over the

corresponding prior periods.

We expect that revenues will continue to increase in future periods as Mobetize anticipates its first

transactional revenues in the first half of the calendar year 2017.

Operating Expenses

Operating expenses for the three and nine months ended December 31, 2016 and 2015 are outlined in the

following table:

US $

Three Months Ended

Nine months Ended

December 31,

2016

2015

2016

2015

Depreciation

777

918

2,377

2,349

Director compensation

3,000

30,000

General and administrative

51,278

76,211

178,988

189,627

General and administrative – related party

19,747

1,811

74,053

3,973

Investor relations and promotion

15,684

22,711

65,209

29,866

Listing fees

3,467

10,629

12,821

31,820

Consulting fees

104,444

21,000

278,289

Management fees – related party

29,859

30,000

98,149

90,000

Professional fees

21,015

17,986

117,720

55,996

Research and development

65,834

93,643

232,431

330,259

Research and development - related party

38,977

32,986

97,027

45,822

Sales and marketing

861

15,248

8,130

69,009

Share compensation

7,200

Stock-based compensation expense

39,594

600,753

167,033

600,753

Total Operating Expenses

290,093

1,007,340

1,112,138

1,727,763

NET LOSS

(140,955) $

(932,957) $ (746,752) $ (1,646,303)

NET LOSS PER SHARE

Basic and Diluted

(0.01) $

(0.03) $

(0.05)

For the nine months ended December 31, 2016, operating expenses were $1,112,138 compared with

$1,727,763 for the nine months ended December 31, 2015, a decrease of 36%. The $615,625 decrease is

primarily attributed to a $257,289 decrease in consulting fees, a $30,390 decrease in management fees

due to the departure of a former executive officer, a $97,828 decrease in research and development costs

as products under development matured to commercial application, a $60,879 decrease in sales and

marketing, and a $433,720 decrease in stock based compensation as Mobetize moves away from issuing

equity in lieu of cash compensation. The decrease in operating expenses was offset by an increase of

$30,000 in Director compensation, an increase in general and administrative expenses paid to a related

party due to the interest expense on promissory notes, a $35,343 increase in investor relations costs

related to a new investors relations contract, a $61,724 increase in professional fees most of which is

related to public company disclosure, and a $51,205 increase in research and development costs incurred

to a related party.

For the three months ended December 31, 2016, operating costs were $290,093 compared with

$1,007,340 for the three months ended December 31, 2015, a decrease of 71%. The $717,247 decrease is

primarily attributed to a $89,585 decrease consulting fees paid to a former executive officer, and a

$561,159 decrease in stock based compensation as Mobetize moves away from issuing equity in lieu of

cash compensation. The decrease in operating expenses was offset by a $17,936 increase in general and

administrative expenses paid to a related party due to interest expense on promissory notes.

We expect that operating expenses will increase over future periods as Mobetize expands its business to

focus on joint research and development activities, enhance its product pipeline, and grow its revenue

model to include transactional sales in 2017.

Net Losses

During the nine months ended December 31, 2016, Mobetize recorded a net loss of $746,752 compared

with a net loss of $1,646,303 for the nine months ended December 31, 2015, a decrease of 55%. The

$899,551 decrease in the net loss is primarily due to the $283,926 increase in revenues, and the $615,625

decrease in total operating costs.

During the three months ended December 31, 2016, Mobetize recorded a net loss of $140,955 compared

with a net loss of $932,957 for the three months ended December 31, 2015, a decrease of 85%. The

$792,002 decrease in the net loss is primarily attributed to a $74,755 increase in revenues and the

$717,247 decrease in total operating costs.

We believe that net losses will continue to diminish over future periods as revenue is expected to grow the

effect of operating efficiencies on our business are carefully monitored to ensure the most cost effective

realization of our business plan.

Liquidity and Capital Resources

US $

December 31, 2016

March 31, 2016

Current Assets

145,769 $

318,827

Total Assets

154,877

330,655

Current Liabilities

856,438

541,185

Total Liabilities

856,438

588,661

Working Capital Deficiency

710,669

222,358

Mobetize had a working capital deficit of $710,669 as of December 31, 2016, and has funded its cash

needs since inception with revenues generated from operations, debt instruments and private equity

placements. Existing working capital and anticipated cash flow are not expected to be sufficient to fund

operations over the next twelve months.

Total current assets as of December 31, 2016, were $145,769 which consisted of $49,482 in cash, $44,723

in accounts receivable, $45,015 in prepaid expenses and deposits and $6,549 in prepaid expenses to a

related party. Total assets were $154,877 which consisted of current assets, and property and equipment

of $9,108.

Total current liabilities as of December 31, 2016, were $856,438 which consisted of accounts payable of

$202,443, accounts payable to a related party of $208,520, deposits due to customers of $980, a

promissory note due to a related party of $43,620 and convertible debentures of $340,000. Total liabilities

were $856,438 which consisted entirely of current liabilities.

Stockholders’ deficit as of December 31, 2016, was $701,561.

Cash Flows

US $

Nine months Ended

December 31,

2016

2015

Cash flows used in Operating Activities

(284,185)

(1,055,746)

Cash flows used in Investing Activities

(1,554)

Cash flows provided by Financing Activities

122,587

872,757

Effect of exchange rate changes on cash

739

(2,711)

Net Increase in Cash During Period

(160,859)

(187,254)

Cash flows used in Operating Activities

During the nine months ended December 31, 2016, Mobetize used $270,786 in operating activities as

compared to $1,055,746 of cash used in operating activities during the nine months ended December 31,

2015. The $771,561 change in cash used in operating activities over the comparative periods, is primarily

attributed to a number of items that are book expense items which do not affect the total amount relative

to actual cash used including depreciation, share based compensation, interest accrued on shareholder

loans, and shares issued to settle a promissory note with a related party. Balance sheet accounts that

actually affect cash, but are not income statement related items that are added or deducted to arrive at net

cash used in operating activities, include accounts receivable, shareholder loans, accounts payable and the

related party promissory note.

Mobetize expects to continue to use cash flow in operating activities until such time as diminishing losses

transition to profit on the expectation that revenues will continue to increase.

Cash flows used in Investing Activities

During the nine months ended December 31, 2016, Mobetize used $nil in investing activities compared to

$1,554 in 2015. Cash used in investing activities during the nine months ended December 31, 2015 was

due to purchase of computer equipment.

Mobetize expects to use cash flow in investing activities in future periods as it will require additional

investment to increase revenue.

Cash flows provided by Financing Activities

During the nine months ended December 31, 2016, Mobetize realized $122,587 in proceeds provided by

financing activities compared to $872,757 during the nine months ended December 31, 2015. Proceeds

provided by financing activities during the nine months ended December 31, 2016, were primarily from

the issuance of convertible debentures in the amount of $65,000, the issuance of a promissory note to a

related party, net of prepaid interest in the amount of $44,188. Proceeds provided by financing activities

during the nine months ended December 31, 2015 consisted of proceeds from the sale of common stock

and the exercise of warrants in the amount of $619,667, proceeds from the sale of common stock and the

exercise of warrants by related parties in the amount of $228,240.

Mobetize expects to continue to realize cash flow from financing activities until such time as it can

increase revenue to the point at which it can maintain operations and fund business growth.

FINANCING

We have financed operations to date from the proceeds of private placements of common stock, the

exercise of warrants, the issuances of convertible debentures, and advances from directors and

shareholders. Our business plan does anticipate increases in operating expenses and capital expenditures

over the next twelve months in relation to: (i) product development; (ii) research and development to

enhance existing products and innovate new ones; and (iii) marketing expenses. We expect that our

working capital requirements will be funded over this period by a combination of revenue, shareholder

debt or equity private placements of our securities and if necessary, shareholder loans.

Despite our expectation, we have no agreements to obtain funds through bank loans, lines of credit or any

other sources. Since we have no financing committed, our inability to realize financing to maintain

operations and grow our business would materially restrict our business operations. Financing may not be

available upon acceptable terms, or at all. Should we be successful in securing future financing new

issuances of equity or convertible debt would dilute our current shareholders and might have rights,

preferences or privileges senior to our common or preferred stock. If financing is not available to us, such

severe limitation might cause us to consider a consolidation of existing common equity as a means to

attract financing and maintain our business.

Mobetize has adopted a stock option plan pursuant to which it can grant up to 3,000,000 options to

purchase shares of its common stock to employees, directors, officers, consultants or advisors on the

terms and conditions set forth therein. As of December 31, 2016, 2,060,000 options with an exercise price

of $0.60 had been granted, 1,469,500 of which have vested. Except for the 2015 Stock Option Plan,

Mobetize has no other defined benefit plan with any of its officers or directors.

Mobetize has no lines of credit or other bank financing arrangements in place.

Mobetize has no commitments for future capital expenditures that are material.

Mobetize has no current plans for the purchase or sale of any plant or equipment.

Mobetize has no current plans to make any changes in the number of employees.

Mobetize does not expect to pay cash dividends in the foreseeable future.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2016, we did not have any off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our March 31, 2016, financial statements contained an

explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

These consolidated financial statements have been prepared on a going concern basis, which implies that

Mobetize will continue to realize its assets and discharge its liabilities in the normal course of business.

As of December 31, 2016, Mobetize had an accumulated deficit of $7,071,813, a history of net losses and

cash used in operating activities, and a working capital deficiency of $710,669. These factors raise

substantial doubt regarding Mobetize’s ability to continue as a going concern. The continuation of

Mobetize as a going concern is dependent upon continued financial support from management, increasing

revenue, procuring additional debt or equity financing as necessary, decreasing operating costs, realizing

commercially viable products, and generating a profit. These financial statements do not include any

adjustments to the recoverability and classification of recorded asset amounts and classification of

liabilities that might be necessary should Mobetize be unable to continue as a going concern.

CRITITCAL ACCOUNTING POLICIES

Our significant accounting policies are summarized in Note 2 to our financial statements. While the

selection and application of any accounting policy may involve some level of subjective judgments and

estimates, we believe the following accounting policies are the most critical to our financial statements,

potentially involve the most subjective judgments in their selection and application, and are the most

susceptible to uncertainties and changing conditions.

Mobetize recognizes revenue from payment processing, licensing, and provision of professional services.

Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an

arrangement exists, the service has been provided, and collectability is reasonably assured.

Stock-Based Compensation

Mobetize records stock-based compensation in accordance with ASC 718, Compensation – Stock

Compensation, which requires the measurement and recognition of compensation expense based on

estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using

an option-pricing model. Mobetize uses the Black-Scholes option-pricing model as its method of

determining fair value. This model is affected by Mobetize’s stock price as well as assumptions regarding

a number of subjective variables. These subjective variables include, but are not limited to Mobetize’s

expected stock price volatility over the term of the awards, and actual and projected employee stock

option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is

recognized as an expense in the consolidated statement of loss and comprehensive loss over the requisite

service period. Options granted to consultants are valued at the fair value of the equity instruments issued,

or the fair value of the services received, whichever is more reliably measurable.

Embedded Conversion Features

Mobetize evaluates embedded conversion features within convertible debt under ASC 815 Derivatives

and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host

instrument and accounted for as a derivative at fair value with changes in fair value recorded in income

(loss). If the conversion feature does not require derivative treatment under ASC 815, the instrument is

evaluated under ASC 470-20, Debt with Conversion and Other Options for consideration of any

beneficial conversion feature.

Derivative Financial Instruments

Mobetize does not use derivative instruments to hedge exposures to cash flow, market, or foreign

currency risks. Mobetize evaluates all of it financial instruments, including stock purchase warrants and

stock options, to determine if such instruments are derivatives or contain features that qualify as

embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is

initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair

value reported as charges or credits to income (loss). For option-based simple derivative financial

instruments, Mobetize uses the Black-Scholes option-pricing model to value the derivative instruments at

inception and subsequent valuation dates. The classification of derivative instruments, including whether

such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

period.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, Mobetize records a

Beneficial Conversion Feature and related debt discount.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required of smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act

of 1934, as amended ("Exchange Act"), are designed to ensure that information required to be disclosed

in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in rules and forms adopted by the Securities and Exchange Commission

(“Commission”), and that such information is accumulated and communicated to management, including

the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required

disclosures.

Based on that evaluation, Mobetize’s management concluded, as of the end of the period covered by this

report, that our disclosure controls and procedures were not effective in recording, processing,

summarizing, and reporting information required to be disclosed, within the time periods specified in the

Commission’s rules and forms, and that such information was not accumulated and communicated to

management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely

decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

During the quarter ended December 31, 2016, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control over

financial reporting.

PART II. –- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any

other party involving us or our properties. As of the date of this report, no director, officer or affiliate is

(i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal

proceedings. Management is not aware of any other legal proceedings pending or that have been

threatened against us or our properties except as follows below:

Stephen J. Fowler

Mobetize received a Citation and Notice of Assessment dated October 14, 2016 (“Citation”), that Stephen

J. Fowler (“Fowler”), its former CFO, had initiated a complaint with the State of Washington Department

of Labor and Industries for amounts allegedly due to him for unpaid wages. The Citation declared that

Fowler is owed $45,000 in wages in addition to an assessed interest of $3,368.74, and a penalty of

$4,500. On November 8, 2016, Mobetize entered an appeal alleging that the calculation of amounts due

to Fowler was incorrect and that Fowler had improperly obtained shares of its common stock which it

intends to recover. Mobetize received a response from the Department of Labor and Industries dated

November 18, 2016, in which it was advised that Fowler’s claim had been transferred to the Office of the

Attorney General and that a hearing on the matter would be requested of the Office of Administrative

Hearings. A date for the hearing is yet to be assigned.

ITEM 1A. RISK FACTORS

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the

information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 21, 2016, our board of directors authorized the issuance of a convertible debenture to

Donald Duberstein convertible into shares of Mobetize’s common stock for an aggregate amount of

$20,000, net of $2,400 in pre paid interest of 6% over a one year term convertible at the option of holder

after 180 days of issuance at a $0.25 per share pursuant to the exemptions from registration provided by

Section 4(2) and Regulation D of the Securities Act of 1933, as amended (“Securities Act”).

Mobetize complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuance was an isolated private transaction by Mobetize that did not involve a

public offering; (2) the offeree had access to the kind of information which registration would disclose;

and (3) the offeree was a director of Mobetize and (4) the offeree was financially sophisticated.

Mobetize complied with the requirements of Regulation D of the Securities Act by: (i) foregoing any

general solicitation or advertising to market the securities; (ii) offering only to accredited offerees; (iii)

having not violated antifraud prohibitions with the information provided to the offerees; (iv) being

available to answer questions by the offerees; and (v) providing restricted common shares and warrants to

the offerees.

On December 1, 2016, our board of directors authorized the issuance of 275,000 Series B Preferred

Shares to Kent Carasquero at a price of $0.10 per share to settle $27,500 due for agreed services pursuant

to the exemptions from registration provided by Section 4(2) and Regulation S of the Securities Act.

Mobetize complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuance was an isolated private transaction by the Company that did not

involve a public offering; (2) the offeree had access to the kind of information which registration would

disclose; and (3) the offeree was financially sophisticated.

Mobetize complied with the requirements of Regulation S of the Securities Act by having directed no

offering efforts in the United States, by offering preferred shares and only to an offeree who were outside

of the United States at the time of the offering, and ensuring that the offeree to whom the securities were

offered and authorized was a non-U.S. offerees with an address in a foreign country.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on

page 27 of this Form 10-Q, and are incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

MOBETIZE CORP.

DATE

/s/ Ajay Hans

February 14, 2017

By: Ajay Hans

Its: Chief Executive Officer and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No. Exhibit Description

3.1*

Articles of Incorporation, incorporated hereto by reference to the Form S-1, filed with the Commission on

May 30, 2012.

3.1.1*

Certificate of Amendment filed on August 8, 2013 incorporated by reference to the Form 8-K filed with the

Commission on August 15, 2013.

3.1.2*

Certificate of Designation Series A Preferred filed on February 4, 2016, incorporated by reference to the

Form 8-K filed with the Commission on February 11, 2016.

3.1.3*

Certificate of Amended Designation Series A Preferred filed on May 20, 2016, incorporated by reference to

the Form 8-K filed with the Commission on June 3, 2016.

3.1.4*

Certificate of Designation Series B Preferred filed on May 23, 2016, incorporated by reference to the Form 8-

K filed with the Commission on June 3, 2016.

3.1.5*

Certificate of Amended Designation Series B Preferred filed on May 31, 2016, incorporated by reference to

the Form 8-K filed with the Commission on June 3, 2016.

3.2*

Bylaws, incorporated by reference to the Form S-1, filed with the Commission on May 30, 2012.

3.2.1*

Amended Bylaws, incorporated by reference to the Form 8-K filed with the Commission on February 11,

2016.

10.1*

Management Services Agreement between Mobetize and Alligato, Inc. dated June 1, 2013, incorporated by

reference to the Form 8-K filed with the Commission on September 16, 2013.

10.2*

Management Services Agreement between Mobetize and 053574 BC Ltd. dated June 1, 2013, incorporated

hereto by reference to the Form 8-K filed with the Commission on September 16, 2013.

10.3*

Consulting Agreement between Mobetize and Stephen Fowler dated July 15, 2013, incorporated hereto by

reference to the Form 8KA filed with the Commission on October 28, 2013.

10.4*

Assignment of Debt Agreement between Mobetize and Stephen Fowler dated April 4, 2012, incorporated by

reference to the Form 8-K/A filed with the Commission on November 22, 2013.

10.5*

License Assignment Agreement between Telepay, Inc. and Baccarat Overseas Ltd. dated August 21, 2012,

incorporated by reference to the Form 8-K filed with the Commission on September 16, 2013.

10.6*

Consulting agreement between Mobetize and Tanuki Business Consulting, Inc. dated September 23, 2013,

incorporated by reference to the Form 8-K filed with the Commission on October 1, 2013.

10.7*

Consulting Agreement between Mobetize and Hugo Cuevas-Mohr dated October 1, 2013, incorporated by

reference to the Form 8-K filed with the Commission on March 18, 2014.

10.8*

Consulting agreement between Mobetize and Institutional Marketing Services, Inc. dated November 13,

2013, incorporated by reference to the Form 8-K filed with the Commission on March 18, 2014.

10.9*

Form of Subscription Agreement with the Subscribers dated June 25, 2014, incorporated by reference to the

Form 10-K filed with the Commission on June 30, 2014.

10.10*

Management Consulting Agreement between Mobetize Corp. and Ajay Hans dated July 1, 2014, incorporated

by reference to the Form 10-K/A filed with the Commission on July 13, 2016.

10.11

Software Application License, Customization Development and Service Level Agreement dated September

20, 2016, between Mobetize and GF Financial Group (certain commercial terms have been omitted in

connection with an application pending with the Commission for confidential treatment).

10.12

Joint Venture Agreement dated January 17, 2017 between Mobetize and CPT Secure Inc.

10.13*

Software Application License, Customization Development and Service Level Agreement dated February 1,

2017, effective December 15, 2016, between Mobeitze USA Inc. and Tata Communications (America) Inc.

incorporated by reference to the Form 8-K filed with the Commission on February 6, 2017 (certain

commercial terms have been omitted in connection with an application pending with the Commission for

confidential treatment).

14 *

Code of Business Conduct and Ethics adopted by Mobetize Corp.’s Board of Directors on July 26, 2016,

incorporated by reference to the Form 10-Q filed with the Commission on August 12, 2016.

21*

Subsidiaries of Mobetize incorporated by reference to the Form 10-K/A filed with the Commission on July

13, 2016

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the

Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, attached.

32 .

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached.

99*

2015 Mobetize Stock Option Plan dated August 10, 2015, incorporated by reference to the Form 8-K filed

with the Commission on August 11, 2015.

101. INS

XBRL Instance Document ^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase ^†

101. LAB

XBRL Taxonomy Extension Label Linkbase ^†

101. DEF

XBRL Taxonomy Extension Label Linkbase ^†

101. CAL

XBRL Taxonomy Extension Label Linkbase ^†

101. SCH

XBRL Taxonomy Extension Schema ^†

Incorporated by reference to previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed”

or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933,

or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934,

and otherwise is not subject to liability under these section.

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY

ASTERISKS HAS BEEN OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

SOFTWARE APPLICATION LICENSE, CUSTOMIZATION DEVELOPMENT , AND SERVICE

LEVEL AGREEMENT

This Software Application License, Customization Development, and Service Level Agreement (the

“Agreement”) made as of September 20 , 2016 (the “Effective Date”) between Mobetize Canada

Inc .(“Mobetize”), a British Columbia corporation having an office at 1150-510 Burrard Street, Vancouver,

BC, V6C 3A8, Canada and G&F Financial Group , a British Columbia corporation with an office at 7375

Kingsway Street, Burnaby, BC V3N 3B5, Canada (herein “ G&F” or “Licensee) . MOBETIZE and Licensee

herein shall be referred collectively as the “Parties” and individually as a “Party”, hereby agree as follows:

SCOPE

1.1

Licensee and Mobetize desire to enter into this Agreement to govern the provision of smart lending

software (the “Software”) by Mobetize to Licensee in executable form regardless of the form of

delivery or the media upon which it is fixed as well as any related materials and documentation. The

software to be supplied (the “Software”) and the pricing schedule is set out in Schedule A and may

be amended from time to time by listing any additional software to be licensed to the Licensee by

Mobetize on an amended Schedule A signed by the parties.

This Agreement equally governs the Customization Development work (herein the “Customization”)

and the Software Module Development that might be required by Licensee from MOBETIZE,

from time to time in accordance with the terms contained in Schedule D. For each new

Customization and/or Software Module Development, requested by Licensee, a new Schedule D

will be created and added herein and shall be subject to all terms and conditions of this Agreement,

except where it conflicts with the Agreement, when then the terms contained in Schedule D shall

prevail.

2 .

GRANT OF LICENSE

2.1

MOBETIZE grants Licensee and its Affiliates a nonexclusive, irrevocable, perpetual license to use

an executable copy of the software product listed on the attached Schedule A.

2.2

Licensee may change the Designated Location to another location with prior written notice to

MOBETIZE and with the prior written consent of MOBETIZE not to be unreasonably withheld or

delayed.

2.3

Licensee shall not copy the Software, in whole or in part, except for disaster recovery, program error

verification, and for back-up purposes. Licensee shall maintain and furnish to MOBETIZE, upon

reasonable request, however no more than once every 12 months, competent records of the number

and location of all copies of the Software, in whole or in part.

2.4

Licensee must maintain all proprietary notices imposed by MOBETIZE in the Software, including

all copies thereof. Licensee shall not, directly or indirectly, reverse, assemble, or de-compile the

Software, in whole or in part.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

SCOPE OF USE

3.1

Concurrent Users - The Software license is a multi-server license and may be accessed through an

unlimited number of computers or mobile devices (mobile phones and tablets) as well as from

remote locations by designated Licensee users.

CHARGES AND PAYMENTS

4.1

Under this Agreement, MOBETIZE will provide Software, and Support Services (“Deliverables”) to

Licensee, all of which Deliverables are listed in Schedule A. MOBETIZE will also provide support

to Licensee under this Agreement as per Schedule C. All invoices for the Deliverables will be mailed

to Licensee and shall be paid by Licensee thirty (30) days upon receipt of such invoice. The charges

for Professional Services listed in Schedule A (“Professional Services”), are for the first year of this

Agreement and are subject to agreed upon annual increases equal to average inflation rate in Canada

during the past calendar year. In the event of an annual increase of the Professional Service charges,

MOBETIZE shall provide Licensee thirty (30) days prior written notification of the new charges.

All annual support payments travel and out of pocket expenses will be payable thirty (30) days upon

invoice by MOBETIZE to Licensee in the manner set forth herein. It is hereby agreed that Licensee

will only reimburse MOBETIZE for previously approved travel and out of pocket expenses.

4.2

The Licensee shall pay all applicable sales, use, withholding, property, customs and excise taxes, and

any other applicable assessments levied by authorities having jurisdiction against the Licensee in the

nature of taxes, duties or charges however designated on the Software licensed to the Licensee

hereunder or its license to or use by the Licensee, pursuant to the terms of this Agreement.

Notwithstanding the foregoing, Licensee shall not be responsible for the payment of MOBETIZE’s

income taxes.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

CONFIDENTIAL INFORMATION

5.1

Licensee understands and agrees that MOBETIZE considers the Software and any related

documentation provided by MOBETIZE (collectively "MOBETIZE Information") to be the proprietary

and confidential information of MOBETIZE and/or a third party which has granted marketing and

licensing rights to MOBETIZE. Licensee agrees to maintain the MOBETIZE Information in strict

confidence and, except for the right of Licensee to copy the Software for backup purposes pursuant to

Section 2.3 above, Licensee agrees not to disclose, duplicate or otherwise reproduce, directly or

indirectly, the MOBETIZE Information in whole or in part except for purposes of carrying out rights

and obligations under this Agreement. Licensee agrees not to disassemble, reverse engineer, or reverse

compile the Software in whole or in part. Licensee agrees to take all reasonable steps to ensure that no

unauthorized persons shall have access to the MOBETIZE Information and that all authorized persons

having access to the MOBETIZE Information shall refrain from any such disclosure, duplication or

reproduction. Licensee agrees not to remove any copyright notice or other proprietary markings from

the MOBETIZE Information, and any copy thereof made by Licensee for backup purposes shall

contain the same copyright notice and proprietary markings contained on the copy of the Software

furnished by MOBETIZE to Licensee hereunder. Licensee acknowledges that the MOBETIZE

Information is unique and that Licensee's failure to comply with the provisions of this Section 5.1 shall

result in irreparable harm to MOBETIZE and/or any third party from whom MOBETIZE has received

marketing and licensing rights, and that in the event of the breach or threatened breach by Licensee of

its obligations under this Section, MOBETIZE shall be entitled to equitable relief in the form of

specific performance and/or an injunction for any such actual or threatened breach, in addition to the

exercise of any other remedies at law and in equity. In the event that Licensee shall breach the terms of

this Section, and any such breach shall remain uncured for a period of five (5) days after the receipt by

Licensee of written notice from MOBETIZE of such breach, MOBETIZE may, at its option, terminate

all licenses granted to Licensee hereunder, in which event Licensee shall have no further right to use

any copies of such Software. In the event of any such termination or cancellation, Licensee shall,

within ten (10) days after the effective date of any such termination or cancellation, certify in writing to

MOBETIZE that such Software and all materials relating thereto in the possession of Licensee have

been destroyed.

5.2

MOBETIZE understands that in connection with the provision of the Deliverables, MOBETIZE may

become privy to certain non-public confidential information of the Licensee, which may be in tangible

or intangible form, and may include data, technical information, client information, services, products

and product applications, technology, inventions, discoveries, formulations, ideas, trade secrets,

performance targets, customers, suppliers, pricing, development plans, competitor information, and all

information concerning Licensee’s operations, affairs and business, its financial affairs and relations

with its customers, employees and service providers (collectively the "Licensee Information").

MOBETIZE agrees to maintain the Licensee Information in strict confidence and agrees not to

disclose, duplicate or otherwise reproduce, directly or indirectly, the Licensee Information in whole or

in part. MOBETIZE agrees to take all reasonable steps to ensure that no unauthorized persons shall

have access to the Licensee Information and that all authorized persons having access to the Licensee

Information shall refrain from any such disclosure, duplication or reproduction. Measures include but

are not limited to:

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

a. Encrypted Connection for Consumers (HTTPs)

b. VPN implementation for authorized internal users

c. Industry standard database user policy

d. Audited firewalls

e. Encrypted Sensitive Data

f. Abstracted Data Environment

g. Industry standard coding policies and practices (OWASP)

MOBETIZE acknowledges that the Licensee Information is unique and that MOBETIZE’s failure to

comply with the provisions of this Section 5.2 shall result in irreparable harm to Licensee and/or any

third party from whom Licensee has received marketing and licensing rights, and that in the event of

the breach or threatened breach by MOBETIZE of its obligations under this Section, Licensee shall be

entitled to equitable relief in the form of specific performance and/or an injunction for any such actual

or threatened breach, in addition to the exercise of any other remedies at law and in equity. In the

event of any termination of this Agreement, MOBETIZE shall, within ten (10) days after the effective

date of any such termination, certify in writing to Licensee that all Licensee Information in the

possession of MOBETIZE has been destroyed.

5.3

The parties agree that all information disclosed by one party to the other party will be designated

confidential information (“Confidential Information”), unless such information is independently

developed or previously known by the other party, or is in the public domain, or is furnished to the

other party by a third party who is under no obligation to keep such information confidential .

Confidential Information of the other party will be used by a party only for the purposes of

carrying out its rights and obligations of this Agreement.

WARRANTIES AND OWNERSHIP OF SOFTWARE

6.1

Warranty of Title - MOBETIZE warrants that it has all rights necessary to make the grant of license

herein by having all right, title and interest in and to the Software or as licensee of all such rights

from the owner thereof.

6.2

Retention of Rights by MOBETIZE - All proprietary and intellectual property rights, title and

interest including copyright in and to the original and all copies of the Software and the

documentation provided by MOBETIZE or any changes or modifications made to the Software or

related documentation shall be and remain that of MOBETIZE or its subsidiary as the case may be.

Licensee has no proprietary and intellectual property rights, title or interest in or to any of the

Software or related documentation except as granted herein and Licensee shall not at any time

whether before or after the termination of this Agreement contest or aid others in contesting, or

doing anything which otherwise impair the validity of any proprietary and intellectual property

rights, title or interest of MOBETIZE in and to any Software or related documentation of

MOBETIZE.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

6.3

Intellectual Property Indemnity - MOBETIZE shall defend or settle any claim made or any suit or

proceeding brought against Licensee insofar as such claim, suit or proceeding is based on an

allegation that any of the Software supplied to Licensee pursuant to this Agreement infringes the

proprietary and intellectual property rights of any third party in or to any invention, patent, copyright

or any other rights, provided that Licensee shall notify MOBETIZE in writing promptly after the

claim, suit or proceeding is known to Licensee and shall give MOBETIZE information and such

assistance as is reasonable in the circumstances. MOBETIZE shall have sole authority to defend or

settle the same at MOBETIZE's expense. MOBETIZE shall indemnify and hold Licensee and its

affiliates and each of their directors, officers, employees, and agents harmless from and against any

and all such claims and shall pay all liabilities, losses, costs, penalties, damages, expenses and costs

(including all legal fees and expenses) which Licensee, its affiliates, or any of their respective

directors, officers, employees or agents may incur or suffer as a result of such claim, suit or

proceeding. This indemnity does not extend to any claim, suit or proceeding based upon any

infringement or alleged infringement of copyright by the combination of the Software with other

software not under license by MOBETIZE pursuant to the terms hereof nor does it extend to any

Software altered by Licensee either by enhancement or by combination with product(s) of the

Licensee's design or formula. The foregoing states the entire liability of MOBETIZE for proprietary

and intellectual proprietary rights infringement related to the Software. If the Software in any claim,

suit or proceeding is held to infringe any proprietary or intellectual property rights of any third party

and the use thereof is enjoined or, in the case of settlement as referred to above, prohibited,

MOBETIZE shall have the option, at its own expense, to either (i) obtain for Licensee the right to

continue using the infringing item, or (ii) replace the infringing item or modify it so that it becomes

non-infringing; provided that no such replacement or modification shall diminish the performance of

the Software.

6.4

Notices - Licensee shall not obliterate, alter or remove any proprietary or intellectual property

notices from the Software and to the extent this Agreement permits Licensee to make copies of the

Software, Licensee shall reproduce such notices as they appear on the Software.

6.5

Archive Copies - Licensee shall ensure that all copies it makes of the Software under this section

include screen displays of MOBETIZE's proprietary or intellectual property notices as recorded on

the original copy provided by MOBETIZE, and Licensee shall affix a label to each disk, reel or other

housing for the medium on which each copy is recorded setting out the same proprietary or

intellectual property notices as such appear on the unit of Software from which the copy is made in

the same manner.

SOFTWARE SERVICES

7.1

None.

7.2

Software Training - MOBETIZE shall provide Licensee with training in the use of the Software. The

cost of training is included in the license acquisition price shown in Appendix A. Licensee shall

reimburse MOBETIZE for all pre- approved reasonable out-of-pocket expenses incurred in the

course of providing such training services. Approval by Licensee for pre- approved out-of-pocket

expenses shall not be unreasonably withheld or delayed. In the event that both parties agree that

additional training time is required, the licensee will reimburse MOBETIZE on a time and materials

basis as set out in Schedule A.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

7.3

Software Maintenance - Support or maintenance services pertaining to the Software under this

Agreement shall be as per Schedule C. Licensee acknowledges that all such Services are provided in

the nature of “After-sales service”. Such After-sale service is provided by installers, repair and

maintenance personnel, and supervisors possessing specialized knowledge essential to MOBETIZE's

contractual obligation.

WARRANTY

8.1

Limited Warranty of Services and Software - MOBETIZE warrants that all services shall be

performed in full conformity with the Agreement, with the skill and care which would be exercised

by those who perform similar services at the time the services are performed, and in accordance with

accepted industry practice.

8.2

SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN

SECTION 6.1, AND 8.1 ARE IN LIEU OF ALL OTHER WARRANTIES. THERE ARE NO

OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY

KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (in contract or tort) OR

CUSTOM,

INCLUDING,

BUT

NOT

LIMITED

THOSE

REGARDING

MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE,

DESIGN, CONDITION, OR QUALITY IN RELATION TO THE SOFTWARE.

8 .3

None.

8.4

NO INDIRECT DAMAGES - IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE

OTHERPARTY FOR INDIRECT DAMAGES OR LOSSES (in contract or tort) IN CONNECTION

WITH THE DELIVERABLES OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO

DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL,

EXEMPLARY, OR SPECIAL DAMAGES, EVEN IF CAUSED BY THE NEGLIGENCE OF THE

OTHER PARTY AND EVEN IF THE PARTY SEEKING SUCH DAMAGES HAS

KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

8.5

LIMITS ON LIABILITY - IF FOR ANY REASON, A PARTY BECOMES LIABLE TO THE

OTHER FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND

REGARDLESS OF THE FORM OF ACTION (in contract or tort), INCURRED IN CONNECTION

WITH THIS AGREEMENT THE DELIVERABLES HEREIN AND THE CUSTOMIZATION,

THEN, THE PARTIES AGREE THAT:

THE LIABILITY OF EACH PARTY FOR ALL DAMAGES, INJURY, AND LIABILITY

INCURRED BY THE OTHER IN CONNECTION WITH THIS AGREEMENT, SHALL

BE LIMITED TO AN AMOUNT EQUAL TO ALL FEES PAID UNDER THIS

AGREEMENT, BUT IN NO EVENT LESS THAN USD 750,000.00 ( SEVEN HUNDRED

AND FIFTY THOUSAND DOLLARS) PER EVENT, WHICHEVER IS GREATER AT

THE TIME OF THE EVENT GIVING RISE TO THE CLAIM; AND

NEITHER PARTY MAY BRING OR INITIATE ANY ACT OR PROCEEDING

AGAINST THE OTHER ARISING OUT OF THIS AGREEMENT OR RELATING TO

SOFTWARE MORE THAN TWO YEARS AFTER THE PARTY BRINGING OR

INITIATING ANY ACT OR PROCEEDING KNEW OR SHOULD HAVE KNOWN

THAT THE CAUSE OF ACTION HAS ARISEN.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

8.6

SEPARATE ENFORCEABILITY - SECTIONS 8.2, 8.3, 8.4, AND 8.5 ARE TO BE CONSTRUED

AS SEPARATE PROVISIONS AND SHALL EACH BE INDIVIDUALLY ENFORCEABLE.

TERM AND TERMINATION

9. 1

This Agreement is valid for a Five (5) year term commencing from the effective date of this

Agreement.

9. 2

Termination - This Agreement shall terminate in each of the following events:

At the option of either party if the other party materially defaults in the performance or

observance of any of its obligations hereunder and fails to remedy the default within 90 days

after receiving written demand therefor; or

At the option of either party if the other party becomes insolvent or bankrupt or makes an

assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed

for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is

instituted against the other party and is not dismissed within 30 days following

commencement thereof;

9.3

Notwithstanding the termination events above, either Party can terminate this agreement, without

cause, with a six (6) month prior written notice.

9.3a

In the event this agreement is terminated by MOBETIZE according to Section 9.3, ***.

9. 4

Rights Upon Termination – Upon expiration or termination of this Agreement for any reason, then,

in addition to any other rights which either party may have, Licensee will promptly return to

MOBETIZE all copies of the Software and any related documentation of MOBETIZE in Licensee’s

possession and completely erase the Software and all elements thereof from Licensee’s computer

system and upon MOBETIZE’s request, will execute and deliver to MOBETIZE a written

certification that Licensee has complied with the provisions of this Section and no longer retains any

material relating to the Software or related documentation.

10.

AUDIT

10.1

Upon 30 days prior’ written notice, but in no event less than every 12 months, Licensee shall have the

right to enter MOBETIZE's facilities for the sole purpose of verifying customer Software installations.

This Audit shall be performed on a business day, at business hours, shall not disturb MOBETIZE’s

regular business, and shall be fully paid for by Licensee.

________________________

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

11.

ARBITRATION

(a)

In the event of any dispute, controversy, or claim between the parties of any kind or nature,

including but not limited to disputes arising under or in connection with this Agreement

(including disputes as to the creation, validity, interpretation, breach, or termination of this

Agreement) (the “Claim”), the parties agree to submit such Claim to binding arbitration by a

single arbitrator pursuant to the Commercial Arbitration Act then in effect in the Province of

British Columbia, Canada. A party may demand such arbitration in accordance with the

procedures set out in those rules.

(b)

Discovery shall be controlled by the arbitrator and shall be permitted to the extent permitted by

the Province of British Columbia, Canada Law. The party seeking discovery shall reimburse

the responding party for the cost of the production of documents, including search time and

reproduction costs. The arbitration shall be held in the Province of British Columbia, Canada.

The arbitrator shall control the scheduling so as to process the matter expeditiously. The

parties may submit written briefs. The arbitrator shall rule on the Claim by issuing a written

opinion within thirty (30) calendar days after the close of the hearings. The time frames

specified in this Section 11 (b) may be extended upon mutual agreement of the parties or by

the arbitrator upon a showing of good cause.

(c)

If any legal action or other proceeding is brought for the enforcement of this Agreement, or

because of an alleged dispute, breach, default or misrepresentation in connection with any of

the provisions of this Agreement, the prevailing party will be entitled to recover reasonable

attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other

relief to which it may be entitled. The parties shall equally split the fees of the arbitration and

the arbitrator. The arbitrator may apportion the costs incurred by the prevailing party.

(d)

Any award rendered by the arbitrator will be final, conclusive, and binding upon the parties,

and any judgment thereon may be entered and enforced in any court of competent jurisdiction.

12.

GENERAL

12.1

Complete Agreement - This Agreement, including all Schedules and Appendices hereto, is the

complete and exclusive statement of the Agreement between the parties with respect to the subject

matter contained herein and supersedes and replaces all prior representations, proposals,

understandings and all other agreements, oral or written, express or implied, between the parties

relating to the matters contained herein. This Agreement may not be modified or altered except by

written instrument duly executed by both parties.

12.2

Force Majeure - Dates or times by which either party is required to perform under this Agreement

excepting the payment of any fees or charges past due hereunder shall be postponed automatically,

on a day to day basis for a time period equal to the period of the excusable delay, to the extent that

any party is prevented from meeting them as a result of force majeure. For the purposes of this

Section 12.2, “force majeure” means any occurrence beyond the reasonable control of a party which

cannot be avoided through reasonable contingency planning by such party, including acts of God,

fires, floods, earthquakes, explosions, riots, war, terrorism, sabotage, nuclear incidents, lockouts,

strikes or other organized labor disruptions, provided that lack of finances will in no event be

deemed to be such an occurrence.

Software License Agreement

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________________________________________________________________________________

12.3

Notices - All notices and requests in connection with this Agreement shall be given or made upon

the respective parties in writing and delivered by hand delivery, email or prepaid registered mail.

Such notice or communication shall be deemed given (or received by the other party) as of the date

when hand delivered or sent by email (if delivered or sent during the recipient’s regular business

hours on a business day, and otherwise on the next business day), or three business days after being

sent by prepaid registered mail to the other party and addressed as follows:

MOBETIZE : Mobetize Canada Inc.

1150-510 Burrard Street

Vancouver, BC V6C 3X8

Attention: Ajay Hans, CEO

Email: ahans@mobetize.com

Licensee :

G&F Financial Group

7375 Kingsway Street

Burnaby, BC V3N 3B5

Attention: Chris Goodman

Email: cgoodman@gffg.com

12.4

Governing Law - This Agreement and performance hereunder shall be governed by the laws of the

Province of British Columbia, Canada.

12.5

Enforceability - If any provision of this Agreement shall be held to be invalid, illegal or

unenforceable under any applicable statute or rule of law, the validity, legality and enforceability of

the remaining provisions shall in no way be affected or impaired thereby.

12.6

Non-Assignment – Neither party may assign this Agreement without the prior written consent of the

other, which consent will not be unreasonably withheld or delayed.

12.7

Non-Waiver - The waiver or failure of either party to exercise in any respect any right provided for

herein shall not be deemed a waiver of any further right hereunder.

12.8

No Agency - The parties acknowledge that each is an independent contractor and nothing herein

constitutes a joint venture or partnership and neither party has the right to bind or act for the other as

agent or in any other capacity.

12.9

Enurement - All covenants, representatives, warranties and agreements of the parties contained

herein shall be binding upon and shall enure to the benefit of the parties and their respective

successors and permitted assigns.

12.10 Survival – All provisions of this Agreement which, expressly or by their nature are intended to

survive termination hereof, including Subsections 5.1, 5.2, 5.3, 6.2, 6.3, 8.3, 8.4, 8.5 and 8.6 shall

survive termination and expiration of the Agreement and will continue in full force and effect until

such provisions are satisfied or by their nature terminate.

Software License Agreement

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12.11 Interlocutory Remedy - Both parties acknowledge that irreparable harm shall result to the other if

either breaches their obligations under sections 5 and 6 and both parties acknowledge that such a

breach would not be properly compensable by an award of damages. Accordingly, each party agrees

that remedies for any such breach may include, in addition to other available remedies and damages,

injunctive relief or other equitable relief enjoining such breach at the earliest possible date.

12.12 Compliance With Laws – The Parties warrant and represent that at all times they will comply with

all requirements of any applicable statute, rule, regulation, interpretation, judgment, order, and law

of any Governmental Authority having jurisdiction.

12.13 No Limitations on License or Service – Licensee acknowledges that MOBETIZE may license the

Software and may provide maintenance and/or annual support to other customers of MOBETIZE.

12.14 No Third Party Beneficiary – This agreement will be binding upon and inure to the benefit of the

parties to this Agreement and their respective successors and assigns. This Agreement is not

intended, nor will it be construed, to create or convey any right in or upon any person or entity not a

party to this Agreement.

12.15 Construction – The Article and Section headings used in this Agreement are for convenience of

reference only and in no way define, limit, extend or describe the scope or intent of any provisions of

this Agreement. In addition, as used in this Agreement, unless otherwise expressly stated to the

contrary, (a) all references to days, months or years are references to calendar days, months or years

and (b) any reference to a “Section,” “Article” or “Schedule” is a reference to a Section or Article of

this Agreement or a Schedule attached to this Agreement. A “business day” refers to a day that is not

a Saturday, Sunday or statutory holiday in the state of Washington , USA. The provisions of this

Agreement are qualified in their entirety by reference to the information and the terms set forth in the

Schedules. Except in respect of Sections 5.2, 6.3, 8.4 or 8.5 of the Agreement which shall prevail

over any inconsistent terms in any Schedule or Software Support Order, to the extent that the

provisions of this Agreement and the Schedules to this Agreement are inconsistent, the provisions of

the Schedules to this Agreement will govern and control. The drafting of a provision or provisions

by one party shall not result in that provision or provisions being construed against that party.

IN WITNESS WHEREOF the parties thereto have executed this Agreement, through their respective

officers, duly authorized for such purpose, as they so declare and represent, as the Effective Date.

Mobetize Canada Inc.

G&F Financial Group.

/s/ Ajay Hans

/s/ Chris Goodman

Authorized Signatory

Chief Executive Officer

Vice-President of Information Technology

Title

September 27, 2016

September 20, 2016

Date of Signature

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Schedule A – Mobetize Pricing Schedule

SMART LENDING SOFTWARE LICENSING

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

***:

***

Note: Pricing attributable to *** will be charged in US dollars.

________________________

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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TRANSACTION FEES

***:

 ***

***:

***

*** .

TIME AND MATERIALS FEES

Services outside of the scope of this agreement and attached Schedules A, B, C, and D ***.

________________________

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

Schedule B – Licensing *** Schedule

***.

***:

***

***:

***

***:

***

***.

________________________

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

Schedule C – Service and Support Level Agreement

1. Introduction

This Schedule C sets out the terms and conditions under which MOBETIZE will provide annual support

services (“Annual Support Services”) to Licensee.

2. Definitions

For the purpose of this Schedule C and all related documents, the terms listed below shall be defined as

follows:

“Bulletin” means written notification by MOBETIZE of information relating to Product uses or availability

that supplements the Documentation and is broadly applicable to MOBETIZE’s customer base.

“Confidential Information" means any information concerning either party’s software programs, including

without limitation, the source code, any specifications, flow charts, computer codes, documentation

formulae, or any part or component thereof. As well, as any business plans, financial information, customer

lists or product development information, that either party considers proprietary and confidential.

“Call Window” means the time of day availability of support services coverage as described in section 6.3.

“ Current Release” means the Software Release that MOBETIZE defines as current, and is normally

shopped on receipt of orders at that time.

“Customer” means Licensee and any entity with whom Licensee enters into an agreement for software

services or facilities management related to the Products or any representative of Licensee who may be

reasonably expected by MOBETIZE to act on Licensee’s behalf.

“Customizations” means enhancements, changes, or alterations to core product in order to address specific

Customer requirements.

“Documentation” means the written and graphical material relating to the design, installation, use, and

maintenance of the Product that is provided to Licensee as part of its Product license and that may be

updated by MOBETIZE from time to time to correct errors and omissions or to add clarification.

“End User” means a person who operates a computer that uses the Products in production to perform

regular business functions.

“Full Support Service” means software support service delivered by MOBETIZE to Licensee on a pre-paid

basis.

“Incompatible Configuration” means the integration and use of the products by the Licensee in relation to

the Licensee’s other computer and office systems and in a manner, as determined by MOBETIZE, that

deviated from MOBETIZE’s Required Configuration and which may cause malfunctions or difficulties in

the operation of the Products.

“Implement” means the process of first installation of Product or installation of a new Software Release,

which requires a major data conversion.

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

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“Locations” means all locations where Products are installed.

“Patch” means the computer file's, routines or code which when compiled with Products corrects problems

or errors in the Products.

“Problem Severity” means a classification of the business and technical impact on Licensee associated with

a Reported Issue and as described in detail in section 10.

“Production Database” means the stored collection of electronic transaction data as recorded by Licensee’s

live implementation of the Product as used by its End Users to satisfy the business requirements of its

customer.

“Products” means those Software as defined in the Agreement, which is further listed on the Software

Support Order (attachment I) and licensed to Licensee.

“MOBETIZE Products” means those Products that are owned or developed by MOBETIZE.

“Reported Issue” means a query, bug, error, or problem related to the Product and covered under the terms

of this Agreement that Licensee brings to MOBETIZE’s attention.

“Required Configuration” means the guidelines published by MOBETIZE, or as otherwise determined by

MOBETIZE and communicated to Licensee, which specify the acceptable configuration of computer

hardware, software, and related technologies needed to operate and support the Products.

“Site Certification” means the process of MOBETIZE examining and assessing the Licensee’s computing

environment culminating in a formal determination by MOBETIZE of whether or not the environment

complies with the Required Configuration.

“Software Release” means MOBETIZE’s definition of successive versions of software that have been

generally released by MOBETIZE to its customers and for greater certainty excludes specific custom

modified versions of its software in testing and new application developments. MOBETIZE defines release

through a numeric code, which follows a numbering convention as published from time to time in

MOBETIZE’s Software Release Methodology. The numeric code consists of three groups of numbers

separated by period’s (0.0.0). The first group defines the Major Release (X.0.0), the second group defines the

Version Release (0.X.0), and the third group defines the Maintenance Release (0.0.X).

“Major Release” means significant changes and enhancements to the software usually supplied with

new or additional documentation.

“Version Release” means accumulated maintenance releases and some minor functional

improvements to the software.

“Maintenance Release” means software issued to correct reproducible reported issues, anomalies,

errors, and problems in core product.

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

“Software Support Order” means the current respective Software Support Order(s) as signed by

MOBETIZE and Licensee and which specifically refers to this Agreement, and which sets out the Special

Terms and Conditions of the software support service to be provided to Licensee for the specific identified

supported Product. The terms and conditions of the Software Support Order are incorporated as part of the

Agreement specifically for the purpose only of services for Product encompassed by the particular Software

Support Order. An example of a Software Support Order is provided in Attachment I attached hereto.

“Special Terms and Conditions” means terms and conditions identified on a Software Support Order.

These terms and conditions supplement and supercede those in the Agreement for the purpose only of

services encompassed by the particular Software Support Order, provided that in the event of any

inconsistency between the provisions of a Software Support Order and any of Sections 5.2, 6.3, 8.4 or 8.5 of

the Agreement, the aforementioned sections of the Agreement shall prevail.

“Support Start Date” means the date identified on the Software Support Order when MOBETIZE begins

delivering support services to Licensee under the terms of this Agreement.

“Support Term” means the continuous length of time identified on the Software Support Order, and

beginning on the Support Start Date, during which Licensee agrees to procure MOBETIZE’s support

services under the terms of this Agreement.

“Time and Materials” means the conditions under which MOBETIZE delivers software support services

that are excluded from this Agreement or not on a pre-paid basis but are nonetheless requested by Licensee.

Such services are provided at MOBETIZE’s option, at its then prevailing time and materials charges.

“Third Party Products” means those products that are owned and produced by a company, or entity, other

than MOBETIZE and for which MOBETIZE provides Full Support Service as identified on Attachment II to

Schedule B.

3. Service Coverage

Annual Support Service: MOBETIZE shall provide the services listed in Section 6 of this Schedule C and

described in Attachment I as Level 3 Support Services. Licensee is responsible for acquiring and providing

for adequate technical and organizational competence to carry out the level 1 and level 2 responsibilities

independently of MOBETIZE, including without limitation, software management and facilities and

operational management functions. An indicative example of the scope of Licensee responsibilities is

provided in the Attachment I as level 1 and level 2 responsibilities. Annual Support Service is available for

MOBETIZE products and third party products. Annual Support Service for Third Party Products, is

provided under the same terms and conditions as for MOBETIZE Products where this is made possible by

MOBETIZE’s support agreement with the respective Third Party. MOBETIZE will assess interaction with

MOBETIZE Product and co-ordinate and track Reported Issues as they relate to Third Party Products. All

Annual Support Service shall be provided for a minimum time period of twelve (12) months (the “Annual

Support Period”). The initial term of the Annual Support Service shall be for a period of one (1) year (the

“Initial Annual Support Period”). Thereafter, the Annual Support Period shall automatically be renewed for

successive twelve (12) month periods unless the parties agree in advance to renew for some other period, or

if notice is given by either party to the other of their desire not to renew the Agreement at least 90 days prior

to the expiration of the then current term.

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

4. Subcontracting

MOBETIZE, with approval of G&F, shall be entitled to subcontract all or a portion of its software support

obligations to one or more subcontractors.

5. Ownership of Products

Each of the parties acknowledges and agrees that any and all rights to MOBETIZE products, including the

intellectual property rights relating thereto, shall remain the property of MOBETIZE. Further, any software

developed by MOBETIZE for Licensee whether on contract or otherwise shall remain the property of and be

owned by MOBETIZE. Licensee shall have a non-exclusive license to use said software in accordance with

the terms of this Agreement.

Each of the parties acknowledges and agrees that changes to any and all rights to Third Party Product shall

not be effected by this Agreement.

6. Annual Support Service

Annual Support Service is available for the current and immediately prior Major Releases of the supported

Product identified herein. Annual Support Service activities are described in detail in Attachment I. Under

Annual Support Services, MOBETIZE provides Licensee with the services and deliverables described herein

but is not responsible for the exclusions also described herein. Licensee is responsible for meeting the pre-

requisites described below in Section 6.1.

6.1 Prerequisites

a. Licensee shall make its computer environment available for Site Certification, participate in such Site

Certification, undertake necessary remedies as identified through the certification process to achieve Site

Certification, and have maintained the certified computing environment to Site Certification standards

until commencement of the Software Support Order. MOBETIZE will provide Professional Services at

its then current rates to perform the certification, such services not to be unreasonably withheld;

b. Licensee shall establish Communications channel and remote access software, both as specified by

MOBETIZE, in order that MOBETIZE support personnel have secure access to the Licensee’s computer

configuration related to the Product for the purpose of providing the support services contemplated

herein.

c. Licensee shall establish tape back-up facilities with appropriate formats and compatibility as specified by

MOBETIZE, suitable for producing copies of the Licensee’s Production Database and other related

computer files as needed to provide the support services contemplated herein.

Furthermore, Licensee agrees to meet these prerequisites by the Support Start Date and to maintain these

conditions throughout the Support Term.

6.2. Service Scope

a. Production: provides Licensee with the technical support and information needed to operate Product

applications for Licensee’s designated end user support personnel;

b. Services required by Licensee for implementation are excluded from the Annual Support Service and can

be requested as Time and Materials.

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

6.3. Call Windows

The standard Call Window is 7:00am to 5:00pm Pacific Standard Time or Pacific Daylight time when this

adjustment is in effect in the Pacific Time Zone. For critical production Reported Issues the critical

production Call Window is 24 hours for cell phone contact and call back service.

6.4 Problem Response

a. MOBETIZE will make all reasonable efforts necessary to achieve the response times indicated below for

Reported Issues. Reported Issues will be dealt with based on the Problem Severity and providing that

the Licensee supplies all inputs to MOBETIZE in accordance with Attachment I for the support level

services as agreed by MOBETIZE and the Licensee on the Software Support Order.

Problem/ Reported Issue Call Back/ Acknowledge Assigned

Severity

(based on Problem Severity

as defined in section 10)

Critical Production Impact

Immediate During

Immediate after call back

Standard Call Window

High Production Impact

Immediate During

Within 4 hours after call back

Standard Call window

Medium Production Impact

Within 1 Business day during Within 1 business days

Standard Call Window

Low Production Impact

Within 1 business day during As prioritized by MOBETIZE

Standard Call Window

b. Both parties shall engage in reporting, tracking and handling Reported Issues in accordance with

processes and procedures provided to Licensee in writing and published by MOBETIZE from time to

time and which includes the assignment of a unique number to the Reported Issue for tracking purposes.

c. MOBETIZE shall notify Licensee if any Reported Issue has been fixed by MOBETIZE in a more recent

software Release of the Product by providing Licensee with the Software Release number.

d. Where MOBETIZE deems it necessary to analyze a copy of the Licensee’s Product and its related

Production Database in order to recreate a Reported Issue, and subject to Section 5.2 of the Agreement,

Licensee will deliver to MOBETIZE promptly and at Licensee’s cost current backup tapes of Product

and its related Production Database, in accordance with published tape specifications provided to

Licensee in writing and published by MOBETIZE from time to time, provided that Mobetize will not

produce any copies of such tapes without the Licensee’s prior written consent and will return all such

tapes (including any copies thereof) to Licensee forthwith upon receipt of written notice by Licensee.

6.5. Remote Support Access

In the event that Licensee request MOBETIZE assistance, and in order to avoid an on-site visit where such

visit may not be required in order to resolve a Reported Issue, MOBETIZE’s technical support staff may

provide support through Licensee’s remote access to operate the applicable computer remotely in order to

diagnose and repair technical problems.

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

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6.6. Bulletins

MOBETIZE will publish bulletins, as it deems necessary from time to time, strictly as an advisory service

for those Licensees who may be affected by the information contained in the bulletin.

6.7. Patches

MOBETIZE will provide reasonable assistance to Licensee in Licensee’s efforts to correct software logic

errors in the Product by advising of suitable technical or operational process either to circumvent or avoid the

error (“work around”), or by releasing a Patch on the condition that:

a. Licensee describes with specificity the nature of the suspected error and the circumstances in which it

occurs; and,

b. MOBETIZE, using its reasonable efforts, is able to reproduce the Reported Issue; and,

c. The Reported Issue has not already been fixed by MOBETIZE in a more recent release of the Product

than the release used by the Licensee.

7. Maintenance Release

MOBETIZE will prepare Maintenance Release periodically and will prepare and implement Releases as they

are released for general availability.

8. Version Releases

Version Releases will be made available by MOBETIZE from time to time. MOBETIZE shall implement

Version Releases in their entirety as indicated by their sequential release number.

9. Exclusions

The following support activities are specifically excluded as part of the Annual Support Service and

MOBETIZE shall have no obligation to perform these activities on Licensee’s behalf. Should MOBETIZE

perform any of these services upon request by Licensee, it will be done on a Time and Materials basis:

a. Correction of problems and assistance regarding problems caused by operator errors such as entering of

incorrect data, use of incorrect data for posting, not following operating and backup procedures or other

errors resulting from nonconformance to the recommended usage of the Product as published by

MOBETIZE in its Documentation and as supplemented from time to time by Bulletins;

b. Correction of problems and assistance regarding problems with Customization, new application

development or with derivative products created by Licensee;

c. Changes required for Licensee to comply with new or amended regulations set by governments,

regulatory authorities or other third parties;

d. Correction of problems and assistance regarding problems resulting from breaches to Licensee security

of the Product from internal or external agents, known or unknown to the Licensee;

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

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e. End User education and training;

f. Consulting services;

g. Acceptance testing of changed software delivered to Licensee per sections 6.7, 7 or 8 of this Schedule C;

h. Support related to failure of the Licensee to meet and maintain the Full Support Service pre-requisites

described in Section 6.1 of this Schedule C;

i. Support related to Incompatible Configurations for:

1. Software support services provided by MOBETIZE for those parts of Products which are experiencing

malfunctions or difficulties in connection with the Incompatible Configuration, provided those parts of

Products are identifiable and can be so isolated

2. Correction of errors attributable to the computer configuration or deviations from standards used for the

Site Certification including, but not limited to, hardware products, third party software products or

services;

3. As long as Licensee continues to use the Incompatible Configuration.

10. Problem Severity Classifications

MOBETIZE shall make every effort to reduce the severity level so that system operations are restored or a

technical, operational or procedural method of working around the Reported Issue (“Work Around”) is

installed as soon as possible following receipt of notice from Licensee. Where appropriate, MOBETIZE will

work full time until the issue is resolved or the severity reduced; this may include or require a system Patch.

The following are MOBETIZE’s Problem Severity Classifications for Reported Issues encountered in

production use of Product:

Critical Production Impact

Reported Issue meets the following criteria:

 System is down;

 Basic fundamental capabilities necessary to run the business to be inoperable; rating, billing, invoicing

etc and there is no work around available;

 Caused incorrect financials data to be stored on the database and there is no work around available;

 Caused incorrect financial results to be visible to the Licensee and there is no work around available.

High Production Impact

Reported Issue meets the following criteria:

 System is down on an intermittent basis but there is a work around available;

 Basic fundamental capabilities necessary to run the business to be inoperable; rating, billing, invoicing

etc. and there is a workaround available.

 Caused incorrect financial data to be stored on the database and there is a work around available;

 Caused incorrect financial results to be visible to the Licensee and there is a work around available;

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

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Medium Production Impact

Reported Issue meets the following criteria:

 Internal reporting or financial data is incorrect but the data is accessible otherwise by a work around;

 Caused incorrect financial results to be visible to Licensee and the work around is corrective (does not

prevent the situation from occurring but corrects the situation afterwards).

Low Production Impact

Reported Issue meets the following criteria:

 A question related to business functionality and process;

 All other production related reported issues in routine maintenance priority.

In this context, resolution/disposition does not necessarily imply “fixing” the Reported Issue. MOBETIZE

may determine that a Reported Issue is not a malfunction of the Product, or may release the correction as part

of a Future Maintenance release.

11. Data Requirements

All data will be stored, replicated, and computed upon in Canada.

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

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Attachment I

MOBETIZE Product Annual Support Service

MOBETIZE Responsibilities:

Note: all Level 2 and 3 issues must be written and reported in English and reproduced in a supported

Language Product version (i.e. English) if necessary. Issues are reported to the MOBETIZE Support Desk by

way of emails, telephone calls and/or fax from Licensee.

Level 2 - Site Software Management

Site software management service includes responsibility for managing communication between Product

software users including Help Desk, Site Operations and Level 3 for all application software issues.

1. Technical advice, counsel and answers to appropriate questions on product usage and function;

2. System operation procedure and configuration advice;

3. Act as an escalation point for Help Desk and Site Operations;

4. Correction of technical problems (fixes) related to Product or to the enhancements and modifications;

5. Provide procedural, technical, operational and development work around to other teams;

6. Timely escalation to Level 3 Support for “critical” and “high” Production support issues that cannot be

resolved by level 1 and level 2 support personnel;

7. Timely assistance to Level 3 Support including but not limited to diagnosis, “fix” installation,

configuration management and data.

Level 3

This is the highest level of application support and maintenance and is provided by MOBETIZE’s Support

Team. The Licensee support team has priority access to MOBETIZE key technical specialists including

those in the Product Research and Development group. Level 3 Support provides last recourse technical

assistance to resolve End User problems. Level 3 Support encompasses:

1. Problem logging /prioritizing /monitoring /escalating and reporting;

2. Problem analyzing /recreating /resolving /dispatching and providing a work around when necessary;

3. New software releases of core product application (as applicable) to provide enhanced application

function, at mutually agreed upon terms, and problem correction;

4. Product correction and assistance with system work around. Core Product and engine problems will be

resolved through an appropriate combination of workaround, patches and Product Maintenance Releases;

5. Notification to users of special processes required by the system on an ongoing or periodic basis;

6. Priority access to the following services:

(a) Advanced operations, application production and maintenance assistance for “Critical” and “High”

production issues during system implementation;

(b) advanced operations, application production and maintenance assistance for “Critical” and “High”

non-core production issues once the system is in operation;

“High” application development issues; emergency environment support; on-site assistance.

Software License Agreement

[EXHIBIT1011001.JPG] EXHIBIT 10.11

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Licensee Responsibilities

Level 1 Licensee Responsibilities

The Customer is responsible for acquiring and providing their own adequate technical and organizational

competence to carry out the computer operations and software management responsibilities independently of

MOBETIZE. In some cases, Licensee may outsource these responsibilities to a qualified third party as

agreed upon by MOBETIZE. The following general descriptions of level 1 and 2 responsibilities are

provided as an indicative example only:

 Level 1 - Licensee Help Desk - Site Operations

Level 1 - Help Desk - Site Operations

Help Desk service is an operational interface between the End Users and the Computer Operations providers.

It may include such responsibilities as:

1. Help Desk initial Problem Determination;

 Inquiry handling and determination of materiality

 Problem logging/ tracking/ reporting;

 Problem dispatch as necessary;

2. Handle all End User issues including, report delivery, ordering of special reports, special runs, customer

data, input errors, and special circumstances as agreed upon by both parties;

3. Process Customer information maintenance items such as customer profiles and rate changes etc;

4. Coordinating all third party problem resolution.

Site Operation service includes the ongoing responsibility for operations of all equipment and facilities

required by the Customer to operate Product. It includes the following:

1. Operation and maintenance of the computing “configuration” including all hardware, network, local area

network, system software, database management software and all other environmental systems such as

power, air conditioning and security (physical and computer);

2. Tracking all operational and environment changes;

3. Initiating, monitoring and completion of all required computer operations tasks;

4. Completing all routine operating and semi routine operating steps including;

 Day end; month end, period end, year-end;

 Special runs (patches, special customer reports etc)

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Schedule D-Customized Software Development and Pricing Schedule

Mobetize Software Development Costs

Component

Category

Days

Cost

***

TOTAL

***

***.

***

________________________

*** Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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[EXHIBIT1011001.JPG] EXHIBIT 10.11

________________________________________________________________________________

Project Customization and Implementation Team

Mobetize is providing a project team of 8-10 highly skilled and experienced professionals, backed up by

solid payments and telecommunications and billing knowledge.

Project Manager

The Project Manager duties are:

 Initial business flow analysis;

 Project management and coordination of activities between G&F and MOBETIZE;

 Scheduling regular meetings;

 Project plan management;

 Project risk mitigation;

 Monitoring milestones.

User Requirements Engineer/Business Analysts

The User Requirements Engineer duties are:

 Definition of business requirements;

 Documentation of all configuration needs;

 Completion of analysis of any gaps;

 Managing timelines and deliverables;

 Completion of system analysis of table structures and reporting requirements

 Delivering detailed System Analysis for table structures and process flows

 Full documentation of all business Rules

 Definition of all use cases and testing scenarios

Solutions Architect/Engineers and Programmer Analysts/QA

The Software Engineers duties are:

 Designing overall solutions strategy/architecture;

 Gaps evaluation;

 Assessing all API integrations;

 Reviewing all input/output and table structures for data integrity

 Developing all business rules and table configurations based on specific requirements

 Testing and Quality Assurance

 System installation and implementation

 QA

 System Acceptance

 System go-live

Software License Agreement

EXHIBIT 10.12

JOINT VENTURE AGREEMENT

This Joint Venture Agreement, dated as of January 12, 2017 (“Agreement”), by and between Mobetize

Corp ., a U.S. corporation formed in the state of Nevada (“MPAY”), Mobetize Canada Inc. , a wholly

owned subsidiary of Mobetize Corp. with a business address located at #1150 – 510 Burrard St.

Vancouver, BC, V6C 3A8. (“MPAY Canada ”), and CPT Secure Inc., a British Columbia corporation with a

business address located at 325-3381 Cambie Street, Vancouver, British Columbia V5Z 4R3 (“CPT,” and

together with MPAY and MPAY Canada, the “Parties,” and individually a “Party”).

WHEREAS, CPT has developed certain payment processing technology (“CPT IP”); and

WHEREAS, MPAY is an emerging Fintech company that acknowledges it has previously received, tested

and integrated the CPT IP; and

WHEREAS, it is intended that the CPT IP will be utilized by MPAY and its subsidiaries; and

WHEREAS, CPT anticipates further development of the CPT IP though a joint venture with MPAY Canada;

and

WHEREAS , MPAY Canada and CPT have jointly agreed to form a JV Co. , the name of which is to be

determined and registered in British Columbia (“JV Co ” or “Company”), to further the development,

marketing, licensing and support of the CPT IP (“Joint Venture”); and

WHEREAS , CPT has agreed to enter into a Gateway License Agreement (“GLA”)” with the JV Co; and

WHEREAS , MPAY has agreed to issue to CPT, Five Hundred Thousand (500,000) shares of Series B

Preferred Stock (“Series B Stock”) as payment for a Fifty Thousand United States Dollar (USD $50,000)

License Fee as defined in the GLA; and

WHEREAS , this Agreement sets out the terms of the Joint Venture.

Article I

BUSINESS OF THE COMPANY

The Parties have entered into this Joint Venture for the purposes of facilitating the further development,

marketing, licensing and support of the CPT IP globally, whereby each Party will commit certain of its

respective corporate resources to the initiation and management of the Joint Venture.

Article II

STRUCTURE AND CAPITAL CONTRIBUTIONS

Section 2.01 The business of the Joint Venture will be conducted through the Company, but the

Parties may agree on a different structure if it becomes necessary or desirable for commercial or other

reasons.

EXHIBIT 10.12

Section 2.02 The headquarters of the Company will be based at the business address of MPAY.

Section 2.03 The authorized capital stock of the Company shall consist of 75,000 total shares

(“Shares”) further consisting of 50,000 shares of common stock, par value $0.0001 per share (“Common

Stock”) plus 25,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).

Section 2.04

MPAY Canada and CPT will own the initial share capital of the Company as follows:

Share Capital Percentage:

MPAY Canada (50%) 25,000 shares of Common Stock

CPT

(50%) 25,000 shares of Common Stock

Section 2.05 CPT agrees to license the CPT IP to the JV Co. subject to the terms of the Gateway

License Agreement (“GLA”)” attached as Exhibit A.

Section 2.06 MPAY agrees to issue to CPT, the Series B Stock as payment for a Fifty Thousand United

States Dollar (USD$50,000) License Fee defined in the GLA.

The issuance of the Series B Stock is duly authorized and, upon issuance in accordance with the terms of

the Agreement, will be validly issued, fully paid, non-assessable and free from all pre-emptive or similar

rights, taxes, liens, charges and other encumbrances.

Article III

CONTRIBUTIONS TO THE JOINT VENTURE

Section 3.01 As consideration for the Shares in the Company to MPAY Canada, MPAY and MPAY

Canada shall provide services to the Joint Venture (“MPAY Responsibilities”) including but not limited to

the following:

(a)

Management mentoring;

(b)

Technology development services;

(c)

Sales consulting;

(d)

Sales support;

(e)

Business advisory services;

(f)

Global Fintech market advisory services;

(g)

Introductions to global business contacts; and

(h)

Use of MPAY offices and business mailing address.

EXHIBIT 10.12

Section 3.02

As consideration for the Shares in the Company, CPT shall provide services to the Joint

Venture (“CPT Responsibilities”) including but not limited to the following:

(a)

Management mentoring;

(b)

Technology development services;

(c)

Client management;

(d)

Fintech development consulting; and

(e)

Business advisory services.

Section 3.03

In addition to the foregoing, the Company may pay the Parties for their respective

services rendered to the Joint Venture, as determined by the Company.

Article IV

CONDITIONS AND APPROVALS

The proposed Joint Venture will be conditional on:

(a) the board of directors of the respective Parties approving the Joint Venture;

(b) any third party, regulatory or tax consents required for the J V Co. being received on terms

satisfactory to the Parties;

(financial, trading or otherwise), or prospects of MPAY, MPAY Canada or CPT between the signing of this

Agreement and the formation of the Company; and

(d) no legislation or regulation being proposed or passed that would prohibit or materially restrict the

implementation of this Agreement or the participation in the Joint Venture of any Party.

Article V

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of MPAY. MPAY represents and warrants to CPT that:

(a) it is a corporation duly organized, validly existing and in good standing under the laws of its

formation;

(b) it is duly qualified to do business and is in good standing in every jurisdiction in which such

qualification is required for purposes of this Agreement, except where the failure to be so qualified, in

the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations

under this Agreement;

EXHIBIT 10.12

obligations hereunder;

(d) the execution of this Agreement by the individual whose signature is set forth at the end of this

Agreement, and the delivery of this Agreement by MPAY, have been duly authorized by all necessary

corporate action on the part of MPAY;

(e) the execution, delivery and performance of this Agreement by MPAY will not violate, conflict with,

require consent under or result in any breach or default under (i) any of MPAY’s organizational

documents (including its articles of incorporation and by-laws), (ii) any applicable Law or (iii) the

provisions of any contract or agreement to which MPAY is a party or to which any of its material assets

are bound;

(f) this Agreement has been executed and delivered by MPAY and (assuming due authorization,

execution and delivery by CPT, constitutes the legal, valid and binding obligation of MPAY, enforceable

against MPAY in accordance with its terms, except as may be limited by any applicable bankruptcy,

insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting

creditors' rights generally or the effect of general principles of equity;

(g) it is in material compliance with all applicable laws relating to this Agreement and the operation of its

business;

(h) it has all of the requisite resources, skill, experience and qualifications to perform all of the services

required of it under this Agreement;

Section 5.02 Representations and Warranties of MPAY Canada. MPAY Canada represents and

warrants to CPT that:

(a) it is a corporation duly organized, validly existing and in good standing under the laws of its

formation;

(b) it is duly qualified to do business and is in good standing in every jurisdiction in which such

qualification is required for purposes of this Agreement, except where the failure to be so qualified, in

the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations

under this Agreement;

obligations hereunder;

(d) the execution of this Agreement by the individual whose signature is set forth at the end of this

Agreement, and the delivery of this Agreement by MPAY Canada, have been duly authorized by all

necessary corporate action on the part of MPAY Canada;

EXHIBIT 10.12

(e) the execution, delivery and performance of this Agreement by MPAY Canada will not violate, conflict

with, require consent under or result in any breach or default under (i) any of MPAY Canada’s

organizational documents (including its articles of incorporation and by-laws), (ii) any applicable Law or

(iii) the provisions of any contract or agreement to which MPAY Canada is a party or to which any of its

material assets are bound;

(f) this Agreement has been executed and delivered by MPAY Canada and (assuming due authorization,

execution and delivery by CPT, constitutes the legal, valid and binding obligation of MPAY Canada,

enforceable against MPAY Canada in accordance with its terms, except as may be limited by any

applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles

related to or affecting creditors' rights generally or the effect of general principles of equity;

(g) it is in material compliance with all applicable laws relating to this Agreement and the operation of its

business;

(h) it has all of the requisite resources, skill, experience and qualifications to perform all of the services

required of it under this Agreement;

Section 5.02 Representations and Warranties of CPT. CPT represents and warrants to MPAY that:

(i) it is a corporation duly organized, validly existing and in good standing under the laws of its

formation;

(j) it is duly qualified to do business and is in good standing in every jurisdiction in which such

qualification is required for purposes of this Agreement, except where the failure to be so qualified, in

the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations

under this Agreement;

(k) it has the full right, corporate power and authority to enter into this Agreement, and to perform its

obligations hereunder;

(l) the execution of this Agreement by the individual whose signature is set forth at the end of this

Agreement, and the delivery of this Agreement by CPT, have been duly authorized by all necessary

corporate action on the part of CPT;

(m) the execution, delivery and performance of this Agreement by CPT will not violate, conflict with,

require consent under or result in any breach or default under (i) any of CPT’s organizational documents

(including its articles of incorporation and by-laws), (ii) any applicable Law or (iii) the provisions of any

contract or agreement to which CPT is a party or to which any of its material assets are bound;

(n) this Agreement has been executed and delivered by CPT and (assuming due authorization, execution

and delivery by MPAY and MPAY Canada, constitutes the legal, valid and binding obligation of CPT,

enforceable against CPT in accordance with its terms, except as may be limited by any applicable

bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to

or affecting creditors' rights generally or the effect of general principles of equity;

EXHIBIT 10.12

(o) it is in material compliance with all applicable laws relating to this Agreement and the operation of

its business; and

(p) it has all of the requisite resources, skill, experience and qualifications to perform all of the services

required of it under this Agreement.

Article VI

ACCOUNTS

Section 6.01 The financial year end of the Company will be March 31.

Section 6.02 The accounts of the Company will be prepared in accordance with U.S. generally

accepted accounting principles (GAAP) and the first auditors of the Company will be determined by the

Parties.

Section 6.03

The management of the Company will prepare an annual business plan for approval by

the Parties as shareholders (“Shareholders”) and quarterly management accounts, which will be sent to

the Parties as Shareholders (together with such other financial and operational information as they may

reasonably require from time to time). The first business plan will be prepared by the Company and

adopted by the Company within 90 days of the execution of this Agreement.

Article VII

MANAGEMENT

Section 7.01 The board of directors of the Company (“Board of Directors”) shall have three members,

one of whom shall be appointed by MPAY, one of whom shall be appointed by CPT, and one of whom

shall be appointed on the mutual agreement of MPAY and CPT to such appointment. No board

resolution will be passed without at least a majority of the board voting in favour of it.

Section 7.02 The Board of Directors shall appoint the executive officers of the Company.

Section 7.03 The executive officers will be responsible for the day to day management of the

Company, but the following issues will be reserved for agreement between the Shareholders, in

accordance with the bylaws of the Company:

(a) altering the name of the Company;

(b) altering any articles of incorporation or bylaws of the Company;

(d) other reserved matters.

EXHIBIT 10.12

Article VIII

RESTRICTIONS ON PARTIES

No Shareholder of the Company shall compete with the business of the Company or solicit its customers

without the written consent of the Company.

Article IX

TRANSFER OF SHARES

No Party may transfer, give, convey, sell, pledge, bequeath, donate, assign, encumber or otherwise

dispose of any Shares except pursuant to this Agreement.

Section 9.01 Transfer to Others . Any Shareholder desiring to dispose of some or all of its Shares may

do so only pursuant to a bona fide offer to purchase (“Offer”) and after compliance with the following

provisions. Such Shareholder (“Offering Shareholder”) shall first give written notice to the Company and

the other Shareholders (“Continuing Shareholders”) of its intention to dispose of its Shares, identifying

the number of Shares it desires to dispose of, the proposed purchase price per Share, the name of the

proposed purchaser and attaching an exact copy of the Offer received by such Shareholder.

(a) The Company's Right to Purchase. The Company shall have the exclusive right to purchase all of the

Shares which the Offering Shareholder proposes to sell at the proposed purchase price per Share. The

Company shall exercise this right to purchase by giving written notice to the Offering Shareholder with a

copy thereof to each of the Continuing Shareholders within thirty (30) days after receipt of the notice

from the Offering Shareholder (“30 Day Period”) that the Company elects to purchase the Shares subject

to the Offer and setting forth a date and time for closing which shall be not later than ninety (90) days

after the date of such notice from the Company. At the time of closing, the Offering Shareholder shall

deliver to the Company certificates representing the Shares to be sold, together with stock powers duly

endorsed in blank. The Shares shall be delivered by the Offering Shareholder free of any and all liens and

encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering Shareholder.

[Remainder of the page left intentionally blank]

EXHIBIT 10.12

(b) The Continuing Shareholders Right to Purchase. If the Company fails to exercise its right to purchase

pursuant to Section 9.01(a) above, the Continuing Shareholders shall have the right for an additional

period of thirty (30) days (“Additional 30 Day Period”) commencing at the expiration of the 30 Day

Period to purchase the Shares which the Offering Shareholder proposes to sell at the proposed purchase

price per Share. The Continuing Shareholders shall exercise this right to purchase by giving written

notice to the Offering Shareholder prior to the expiration of the Additional 30 Day Period that they elect

to purchase its Shares and setting forth a date and time for closing which shall be not later than ninety

(90) days after the expiration of the Additional 30 Day Period. Any purchase of Shares by all or some of

the Continuing Shareholders shall be made in such proportion as they might agree among themselves

or, in the absence of any such agreement, pro rata in proportion to their ownership of Shares of the

Company (excluding the Offering Shareholder's Shares) at the time of such offer, but in any event one or

more of the Continuing Shareholders must agree to purchase all of the Shares which the Offering

Shareholder proposes to sell. At the time of closing, the Offering Shareholder shall deliver to the

Continuing Shareholders who elect purchase all of the shares certificates representing the Shares to be

sold, together with stock powers duly endorsed in blank. Said Shares shall be delivered by the Offering

Shareholder free and clear of any and all liens and encumbrances. All transfer taxes and documentary

stamps shall be paid by the Offering Shareholder.

to purchase all of the Shares which the Offering Shareholder proposes to sell or fail to close on an

election to purchase all of the Shares which the Offering Shareholder proposes to sell, the Offering

Shareholder may accept the Offer which the Offering Shareholder mailed with its notice to the Company

and transfer all (but not less than all) of the Shares which he proposes to sell pursuant thereto on the

same terms and conditions set forth in such Offer, provided that any transferee of such Shares shall be

bound by this Agreement and further provided that such sale is completed within one hundred and

eighty (180) days after the date notice is first received by the Company.

Section 9.02 Right of First Refusal

(a) Except in the case of Excluded Securities (as defined below), the Company shall not issue, sell or

exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any: (i)

shares of Common Stock or any other equity security of the Company which is convertible into Common

Stock or any other equity security of the Company; (ii) any debt security of the Company which is

convertible into Common Stock or any other equity security of the Company; or (iii) any option, warrant

or other right to subscribe for, purchase or otherwise acquire any equity security or any such debt

security of the Company, unless in each case the Company shall have first offered to sell to each

Shareholder, pro rata in proportion to such Shareholder's then ownership of Shares of the Company,

such securities (“Offered Securities”) (and to sell thereto such Offered Securities not subscribed for by

the other Shareholders as hereinafter provided), at a price and on such other terms as shall have been

specified by the Company in writing delivered to such Shareholder (“Stock Offer”), which Stock Offer by

its terms shall remain open and irrevocable for a period of ten days (subject to extension pursuant to

the last sentence of Section 9.02(b) below) from the date it is delivered by the Company to such

Shareholder.

EXHIBIT 10.12

(b) Notice of each Shareholder's intention to accept, in whole or in part, a Stock Offer shall be evidenced

by a writing signed by such Shareholder and delivered to the Company prior to the end of the ten day

period of such Stock Offer, setting forth such portion of the Offered Securities as such Shareholder

elects to purchase (“Notice of Acceptance”). If any Shareholder shall subscribe for less than its pro rata

share of the Offered Securities to be sold, the other subscribing Shareholders shall be entitled to

purchase the balance of that Shareholder's pro rata share in the same proportion in which they were

entitled to purchase the Offered Securities in the first instance (excluding for such purposes such

Shareholder), provided any such other Shareholder elected by a Notice of Acceptance to purchase all of

its pro rata share of the Offered Securities. The Company shall notify each Shareholder within five days

following the expiration of the ten day period described above of the amount of Offered Securities

which each Shareholder may purchase pursuant to the foregoing sentence, and each Shareholder shall

then have ten days from the delivery of such notice to indicate such additional amount, if any, that such

Shareholder wishes to purchase.

Offered Securities, the Company shall have 120 days from the expiration of the foregoing ten day or 25

day period, whichever is applicable, to sell all or any part of such Offered Securities as to which a Notice

of Acceptance has not been given by the Shareholders (“Refused Securities”) to any other person or

persons, but only upon terms and conditions in all respects, including, without limitation, unit price and

interest rates, which are no more favorable, in the aggregate, to such other person or persons or less

favorable to the Company than those set forth in the Stock Offer. Upon the closing, which shall include

full payment to the Company, of the sale to such other person or persons of all the Refused Securities,

the Shareholders shall purchase from the Company, and the Company shall sell to the Shareholders the

Offered Securities in respect of which Notices of Acceptance were delivered to the Company by the

Shareholders, at the terms specified in the Stock Offer.

(d) The rights of the Shareholders under this Section 9.02 shall not apply to the following securities

(“Excluded Securities”):

(i) Common Stock issued as a stock dividend or upon any stock split or other subdivision or combination

of the outstanding shares of Common Stock;

(ii) Securities issued pursuant to the acquisition by the Company of another corporation to the

stockholders of such other corporation by merger or purchase of substantially all of the assets whereby

the Company owns not less than a majority of the voting power of such other corporation; and

(iii) Common Stock issued in connection with a firm underwritten public offering of shares of Common

Stock, registered pursuant to the Securities Act.

EXHIBIT 10.12

Article X

EXCLUSIVE RIGHT

During the term of this Agreement, MPAY shall have the exclusive world-wide right to market the CPT IP

pursuant to the terms of the Exclusive Marketing Agreement between JV Co. and MPAY attached as

Exhibit B.

Article XI

TERMINATION AND LIQUIDATION

Section 11.01 This Agreement may be terminated at any time upon the mutual agreement of the

Parties.

Section 11.02 If any Party materially breaches this Agreement, files for bankruptcy protection

(voluntary or involuntary), becomes insolvent or is subject to a change of control, the other Parties shall

be entitled to purchase its shares in the Company at a price to be determined by an independent expert.

Section 11.03 If the Company is wound up, the Parties will endeavour to ensure that assets

contributed by each Party will, so far as possible, be transferred back to that Party.

Article XII

MISCELLANEOUS

Section 12.01 Expenses . All costs and expenses incurred in connection with this Agreement and the

transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

Section 12.02 Attorneys' Fees . In the event that any Party institutes any legal suit, action or

proceeding, including arbitration, against another Party to enforce the covenants contained in this

Agreement (or obtain any other remedy in respect of any breach of this Agreement) arising out of or

relating to this Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to

receive in addition to all other damages to which it may be entitled, the costs incurred by such Party in

conducting the suit, action or proceeding, including actual attorneys' fees and expenses and court costs.

Section 12.03 Public Announcements . Unless otherwise required by applicable law or stock exchange

requirements (based upon the reasonable advice of counsel), no Party to this Agreement shall make any

public announcements in respect of this Agreement or the transactions contemplated hereby or

otherwise communicate with any news media without the prior written consent of the other Parties

(which consent shall not be unreasonably withheld or delayed), and the Parties shall cooperate as to the

timing and contents of any such announcement.

EXHIBIT 10.12

Section 12.04 Notices. All notices, requests, consents, claims, demands, waivers and other

communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the

addresses set forth on the first page of this Agreement (or to such other address that may be designated

by a receiving Party from time to time in accordance with this section). All Notices shall be delivered by

personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a

PDF document (with confirmation of transmission) or certified or registered mail (in each case, return

receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is

effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied

with the requirements of this Section.

Section 12.05 Interpretation. For purposes of this Agreement, (a) the words "include," "includes" and

"including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not

exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this

Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections,

schedules and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y)

to an agreement, instrument or other document means such agreement, instrument or other document

as amended, supplemented and modified from time to time to the extent permitted by the provisions

thereof; and (z) to a statute means such statute as amended from time to time and includes any

successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be

construed without regard to any presumption or rule requiring construction or interpretation against

the Party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits

referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent

as if they were set forth verbatim herein.

Section 12.06 Headings. T he headings in this Agreement are for reference only and shall not affect the

interpretation of this Agreement.

Section 12.07 Severability . If any term or provision of this Agreement is invalid, illegal or

unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other

term or provision of this Agreement or invalidate or render unenforceable such term or provision in any

other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or

unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect

the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the

transactions contemplated hereby be consummated as originally contemplated to the greatest extent

possible.

Section 12.08 Entire Agreement . This Agreement, together with any other documents incorporated

herein by reference and all related exhibits and schedules, constitutes the sole and entire agreement of

the Parties to this Agreement with respect to the subject matter contained herein and therein, and

supersedes all prior and contemporaneous understandings, agreements, representations and

warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency

between the statements in the body of this Agreement and any other agreement, the statements in the

body of this Agreement shall control.

EXHIBIT 10.12

Section 12.09 Amendment and Modification. This Agreement may only be amended, modified or

supplemented by an agreement in writing signed by each Party hereto.

Section 12.10 Waiver . No waiver by any Party of any of the provisions hereof shall be effective unless

explicitly set forth in writing and signed by any Party so waiving. No waiver by any Party shall operate or

be construed as a waiver in respect of any failure, breach or default not expressly identified by such

written waiver, whether of a similar or different character, and whether occurring before or after that

waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from

this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise

of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, remedy, power or privilege.

Section 12.11 Cumulative Remedies . The rights and remedies under this Agreement are cumulative

and are in addition to and not in substitution for any other rights and remedies available at law or in

equity or otherwise.

Section 12.12 Equitable Remedies . The Parties agree that irreparable damage would occur if any

provision of this Agreement were not performed in accordance with the terms hereof and that the

Parties shall be entitled to equitable relief, including injunctive relief or specific performance of the

terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 12.13 Assignment . No Party may assign any of its rights or delegate any of its obligations

hereunder without the prior written consent of the other Parties. Any purported assignment or

delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve

the assigning or delegating Party of any of its obligations hereunder.

Section 12.14 Successors and Assigns . This Agreement shall be binding upon and shall inure to the

benefit of the Parties hereto and their respective permitted successors and permitted assigns.

Section 12.15 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto

and their respective successors and permitted assigns and nothing herein, express or implied, is

intended to or shall confer upon any other person or entity any legal or equitable right, benefit or

remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.16 Governing Law. This Agreement shall be governed by and construed in accordance with

the internal laws of the Province of British Columbia without giving effect to any choice or conflict of law

provision or rule.

Section 12.17 Submission to Jurisdiction . Any legal suit, action or proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby or shall be instituted in the federal courts of

Canada or the courts of the Province of British Columbia in each case located in the City of Vancouver

British Columbia, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any

such suit, action or proceeding.

EXHIBIT 10.12

Section 12.18 Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy which

may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each

such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of

any legal action arising out of or relating to this Agreement.

Section 12.19 Counterparts. This Agreement may be executed in counterparts, each of which shall be

deemed an original, but all of which together shall be deemed to be one and the same agreement. A

signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission

shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 12.20 Force Majeure . No Party shall be liable or responsible to the other Party, nor be

deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or

performing any term of this Agreement, when and to the extent such failure or delay is caused by or

results from acts beyond the affected Party's reasonable control, including, without limitation: (a) acts of

God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or

not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions,

embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental

authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other

[Signatures on the next page]

EXHIBIT 10.12

IN WITNESS WHEREOF, the undersigned have executed this Joint Venture Agreement as of the date first

written above.

ACCEPTED AND AGREED:

MOBETIZE CORP.

By: /s/ Malek Ladki

By: /s/ Ajay Hans

MALEK LADKI

AJAY HANS

Print Title: CHAIRMAN AND DIRECTOR

Print Title: CEO AND DIRECTOR

Date:

MOBETIZE CANADA INC.

By: /s/ Malek Ladki

By: /s/ Ajay Hans

MALEK LADKI

AJAY HANS

Print Title: CHAIRMAN AND DIRECTOR

Print Title: PRESIDENT AND DIRECTOR

Date:

CPT SECURE INC.

By: /s/ Francisco K. Carasquero

FRANCISCO K. CARASQUERO

Print Title: PRESIDENT AND DIRECTOR

Date:

EXHIBIT 10.12

Exhibit A

GATEWAY LICENSE AGREEMENT

This Gateway License Agreement (“Agreement”) is entered into by and between CPT Secure Inc., a British

Columbia Corporation (“Licensor”), and JV Co, a corporation which name is to be determined and registered in

British Columbia with its principle address to be located at #1150 – 510 Burrard St. Vancouver, BC, V6C 3A8

(“Licensee”), as of January __, 2017 (“Effective Date”).

RECITALS

WHEREAS , Licensor is in the business of designing and developing payment processing technologies; and

WHEREAS Licensor has substantial and valuable technical knowledge, know-how, and experience in the design

and development of a payment processing system described in the API Documentation of the PayGoBilling

Version 4.11 attached hereto as Schedule A (“Gateway”); and

WHEREAS , Licensor and Licensee believe it is in their mutual interest for Licensee to integrate the Gateway.

NOW, THEREFORE , in consideration of the premises and the mutual covenants contained in this Agreement, the

parties agree as follows:

License Grant.

(a) Licensor hereby grants to Licensee and its sub-licensees, for the Term of this Agreement (as defined below), a

perpetual non-exclusive right and license to the Gateway.

(b) Licensor hereby grants Licensee for the Term of this Agreement (as defined below), a right to sublicense the

Gateway to third parties pursuant to the terms and conditions of this Agreement.

Term . This Agreement shall be effective as of the Effective Date and shall extend until January __, 2019

(“Term”) and thereafter shall be automatically renewed for successive two year periods unless, sixty days (60)

days prior to the date on which this Agreement would otherwise expire, either party hereto gives written notice

to the other party of its election not to renew.

Fees and Royalties. In consideration for the license rights granted herein, Licensee shall pay to Licensor a

one time license fee of Fifty Thousand United States Dollars ( USD$50,000)(“Fee”); and agrees to pay to Licensor

royalties according to the schedule set forth in Schedule B (“Royalty”) attached hereto based on Licensee’s

Payment Processing Transactions as described in section 3.3 below.

3.1

Calculation of Royalties.

The Royalties owed Licensor shall be calculated on a monthly basis (“Royalty Period”) and shall be payable no

later than five (5) calendar days after the last day of the Royalty Period covered by such payment, except that the

first and last Royalty Periods may be “short” depending on the Effective Date.

3.2

Royalty Statement.

EXHIBIT 10.12

For each Royalty Period, Licensee shall provide Licensor, contemporaneously with the applicable Royalty

payment, with a written royalty statement in a form acceptable to Licensor. Such royalty statement shall be

certified as accurate by a duly authorized officer of Licensee reciting Payment Processing Transactions.

3.3

Definition of Payment Processing Transactions.

“Payment Processing Transactions” shall mean all payment transactions executed and from which the Licensee

records revenue “Transactional Payment Processing Revenue”.

3.5

Accrual of Royalty Obligation.

A Royalty obligation shall accrue at the time of collection by Licensee of Transactional Payment Processing

Revenue.

3.6

Related Party’s.

If Licensee licenses the Gateway to any affiliated or related party the Royalty will remain applicable.

3.7

Right to Challenge.

The receipt or acceptance by Licensor of any royalty statement or payment shall not prevent Licensor from

subsequently challenging the validity or accuracy of such statement or payment.

3.8

Currency.

All payments due to Licensor shall be made in United States currency by check drawn on a United States bank

unless otherwise specified by Licensor.

3.9

Late Payments. Late payments shall incur interest at the rate of [0.05]% per month from the date such

payments were originally due.

Record Inspection and Audit.

4.1

Inspection.

Licensor shall have the right, upon reasonable notice, to inspect Licensee’s books and records and all other

documents and material in Licensee’s possession or control with respect to the subject matter of this Agreement.

Licensor shall have free and full access thereto for such purposes and may make copies thereof.

4.2

Inspection After Termination.

All books and records relating to Licensee’s obligations hereunder shall be maintained and made accessible to

Licensor for inspection at a location in the United States for at least five (5) years after termination of this

Agreement.

EXHIBIT 10.12

Licensor’s Obligations.

5.1

Delivery of Gateway.

The Licensee confirms as of the Effective Date, receipt of the Gateway.

5.2

Licensor’s Warranties.

Licensor represents and warrants that (a) it has the right and power to grant the license granted herein, (b) there

are no other agreements with any other party in conflict with such grant, and (c) it has no actual knowledge that

the Gateway infringes any valid rights of any third party.

5.3

Technical Assistance.

Licensor shall also provide Licensee, such technical and other qualified experts for developing the Gateway.

Licensee shall pay all salaries, travel and out-of-pocket expenses incurred by any such Licensor personnel.

Licensor covenants that such technical information and assistance shall be provided with reasonable care and

will, where applicable, be of the same types as currently relied upon by Licensor.

Improvements and Inventions. During the Term of this Agreement, each party shall advise the other

party of any technical improvements or inventions relating to the Gateway. All such improvements or inventions

shall become the property of Licensor, and Licensee agrees to execute any and all documents requested by

Licensor in order to perfect Licensor’s right in the same.

Licensee’s Obligations.

7.1

Ability and Willingness to Perform.

Licensee represents that it shall, during the Term of this Agreement and any renewal thereof, use its best efforts

to use the Gateway in good faith and with reasonable diligence, conduct all operations in accordance with the

highest standards of business customs of the industry.

7.2

Legal Compliance.

Licensee shall fully comply with the various regulations governing the payments industry in Canada, the United

States of America and all jurisdictions where the Licensee conducts business.

7.4

Expenses.

Licensee shall incur all costs and expenses related to operating the Gateway including but not limited to,

integration, promotion, marketing, advertising, and other costs.

EXHIBIT 10.12

Ownership of Intellectual Property; Conflicts.

8.1.

Ownership of Intellectual Property.

Licensee acknowledges and agrees that Licensor shall retain and own all right, title and interest and all

Intellectual Property Rights (including but not limited to routines, software design, and application protocol

interfaces (APIs) to all of the Gateway (collectively, “Licensor Materials”) and all copies thereof, and that nothing

herein transfers or conveys to Licensee any ownership right, title or interest in or to the Licensor Materials or to

any copy thereof or any license right with respect to same not expressly granted herein. Licensee agrees that it

will not, either during or after the termination of this Agreement, contest or challenge the ownership of the

intellectual property rights in the Licensor Materials by Licensor.

8.2 Modification and Reverse Engineering.

Licensee shall not modify, disassemble or reverse engineer the Gateway in any manner. Except as otherwise

permitted under this Agreement, Licensee shall not use the Gateway or any materials incidental thereto to

develop computer software, hardware or firmware that is competitive with the Gateway. Any such modifications

shall immediately become the sole and exclusive property of the Licensor and Licensor shall own all right, title

and interests to such modified Gateway and any and all copyrights, patents, trade secrets, routines, software

design, and APIs related thereto.

Legal Compliance. Licensee shall fully comply with the intellectual property laws of the applicable

jurisdictions in which the Licensee conducts business.

Notwithstanding anything contained in this Agreement to the contrary, the obligations of the parties hereto and

of the subsidiaries of the parties shall be subject to all laws, present and future of any government having

jurisdiction over the parties hereto or the subsidiaries of the parties, and to orders, regulations, directions or

requests of any such government. Each party shall undertake to comply with and be solely responsible for

complying with such laws applicable to such party.

10.

Taxes and Governmental Approvals. Licensee shall be solely responsible for the payment of any and all

taxes, fees, duties and other payments incurred in relation to the use of the Gateway.

11.

Termination. The following termination rights are in addition to the termination rights which may be

provided elsewhere in the Agreement:

11.1 Licensor’s Right of Terminate .

Licensor shall have the right, at its sole option, to immediately terminate this Agreement by giving written notice

to Licensee in the event that Licensee:

(a) files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit

of creditors or an arrangement pursuant to any bankruptcy law, or discontinues or dissolves its business or if a

receiver is appointed for Licensee or for Licensee’s business and such receiver is not discharged within thirty (30)

days;

(b) fails to pay any Royalties or other amounts due to Licensor within thirty (30) days of the due date of such

Royalties.

EXHIBIT 10.12

11.2

Right to Terminate on Notice.

Either party may terminate this Agreement on thirty (30) days written notice to the other party in the event of a

material breach of any provision of this Agreement by the other party, provided that during such notice period,

the breaching party fails to cure such breach.

11.3 Licensee’s Right to Terminate.

The Licensee shall have the right to terminate this Agreement on ninety (90) days written notice to Licensor for

any reason.

12.

Effects of Termination.

12.1 Payment Upon Termination.

Upon expiration or termination of this Agreement, all outstanding Royalty obligations and any other fees shall be

accelerated and shall immediately become due and payable.

12.2

Termination of License.

Upon the expiration or termination of this Agreement for any reason, all rights granted to Licensee under this

Agreement shall forthwith (a) terminate and immediately revert to Licensor and Licensee shall immediately

discontinue all use of the Gateway and the like, (b) discontinue all representations or statements from which it

might be inferred that any relationship exists between the parties; (c) discontinue any use of the Licensor’s name,

logo, trademarks, service marks and slogans; (d) cease to promote, solicit, distribute or otherwise procure orders

for the Gateway; and (e) promptly return all Confidential Information and related materials in accordance with

Section 16 (Intellectual Property Rights; Confidential Information).

12.3 Survival.

The following provisions shall survive the termination, expiration or assignment of this Agreement for any reason

and shall remain in effect after any such termination, or assignment: Section 3 (Fees and Royalties), Section 13

(Indemnification), Section 15 (Intellectual Property Rights; Confidential Information) and Section 20

(Miscellaneous Provisions).

13.

Indemnification.

13.1 Indemnification of Licensor.

Licensee agrees to defend, indemnify and hold Licensor and its officers, directors, agents and employees

harmless against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through

claims of third parties against Licensor made in connection with Licensee’s use of the Gateway.

13.2 Indemnification of Licensee.

Licensor agrees to defend, indemnify and hold Licensee and its officers, directors, agents and employees

harmless against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through

claims of third parties against Licensee made in connection with Licensor’s license of the Gateway.

EXHIBIT 10.12

14.

Independent Contractor.

14.1 No Employer-Employee Relationship.

It is expressly understood and agreed that during the Term of this Agreement, Licensee’s relationship to the

Licensor will be that of an independent contractor and that neither this Agreement nor the services to be

rendered hereunder shall for any purpose whatsoever or in any way or manner create any employer-employee

relationship.

14.2 Taxes.

Licensee shall have sole and exclusive responsibility for the payment of all federal, state and local income taxes,

for all employment and disability insurance and for social security and other similar taxes, in each case with

respect to any compensation or benefits provided by the Licensor hereunder.

14.3 Not Authorized to Bind the Licensor.

Licensee shall not hold itself out or permit itself to be described otherwise than as an independent contractor of

the Licensor, and unless specifically authorized in advance in writing by the Licensor, Licensee shall not enter

into, assume, or incur any obligation on the Licensor’s behalf or transact any business for the Licensor’s account.

15.

Intellectual Property Rights; Confidential Information.

15.1 Ownership.

Licensor shall retain ownership of all Licensor’s intellectual property rights. Intellectual property rights shall mean

(a) all inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto,

and all patents, patent applications, and patent disclosures, together with all reissuances, divisions,

continuations, continuations-in-part, revisions, renewals, extensions, and reexaminations thereof, (b) all works of

authorship, including all Gateway rights, database rights and copyrightable works, all copyrights, all applications,

registrations and renewals in connection therewith, and all moral rights, (c) all trade secrets, (d) all registered and

unregistered trademarks, service marks, trade dress, domain names, logos, trade names, and corporate names,

together with all translations, adaptations, derivations, and combinations thereof and including all goodwill

associated therewith, and all applications, registrations and renewals in connection therewith, (e) all derivative

works of any of the foregoing; (f) any other similar rights or intangible assets recognized under any laws or

international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights

of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or

reissues of the foregoing now or hereafter in force, and (g) all copies and tangible embodiments of all of the

foregoing (a) through (f) in any form or medium throughout the world (“Intellectual Property Rights”).

[Remainder of page left intentionally blank]

EXHIBIT 10.12

15.2 Confidential Information.

“Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”)

disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated

as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the

Receiving Party; provided that the following shall be deemed to be Confidential Information even if not so

marked or identified: the terms and conditions of this Agreement (including pricing and other terms reflected in

all schedules hereto), Intellectual Property Rights, the Disclosing Party’s business and marketing plans, Gateway

and technical information, product designs, and business processes, any information or materials with the name,

sign, trade name or trademark of the Disclosing Party and any information that a reasonable person would deem

confidential or proprietary given the nature of the information and the circumstances under which it is disclosed.

“Confidential Information” does not include any item of information which (a) is or becomes available in the

public domain without the fault of the Receiving Party; (b) is disclosed or made available to the Receiving Party

by a third party without restriction and without breach of any relationship of confidentiality; (c) is independently

developed by the Receiving Party without access to the disclosing party’s Confidential Information; or (d) is

known to the recipient at the time of disclosure. The Receiving Party shall not disclose or use any Confidential

Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the

Disclosing Party’s prior written permission; provided that a Receiving Party may disclose any Confidential

Information of the Disclosing Party to its employees, attorneys and accountants who have a need to know such

Confidential Information for purposes of this Agreement and who are bound to a written agreement protecting

such Confidential Information as required hereby.

15.3 Protection .

The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in

the same manner that it protects the confidentiality of its own proprietary and confidential information of like

kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential

Information.

15.4 Compelled Disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall

provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and

reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

15.5 Remedies.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the

Disclosing Party in breach of this Section 15, the Disclosing Party shall have the right, in addition to any other

remedies available to it, to seek injunctive relief to enjoin such acts, without the necessity of posting bond, it

being specifically acknowledged by the parties that any other available remedies are inadequate.

15.6 Disposition Upon Termination .

Upon the termination of this Agreement for any reason whatsoever, or upon request of a Disclosing Party, the

Receiving Party shall return to the Disclosing Party, or shall destroy, as the Disclosing Party shall specify, all copies

of all the Disclosing Party’s Confidential Information in the Receiving Party’s possession. Within five (5) days

thereafter, the Receiving Party shall provide the Disclosing Party with a certificate, executed by the Receiving

Party or by an officer of the Receiving Party, confirming that all copies of all such Confidential Information have

been returned to the Disclosing Party or destroyed, as the case may be.

EXHIBIT 10.12

16.

Disclaimer of Warranties .

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSOR MAKES NO

REPRESENTATION ABOUT THE SUITABILITY OF THE GATEWAY OR LICENSED PRODCUTS FOR ANY PURPOSE, AND

MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE OR THAT THE USE OF THE GATEWAY WILL NOT INFRINGE ANY THIRD PARTY PATENTS,

COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. THE GATEWAY IS PROVIDED "AS IS".

17.

Indemnification .

The parties agree to indemnify and hold harmless the other party, against any

loss or liability whatsoever, including reasonable attorney’s fees, caused by any action or proceeding before any

court or government agency, commission, division or department of any state, federal or local governing body,

which is brought by the other party or its successors-in-interest, if such action or proceeding arises out or is

related to any claim, demand or cause of actions released herein.

The parties will indemnify, defend and hold harmless the other party, and each of them, jointly and severally, for

any taxes, assessments, penalties or interest payments that they may at any time incur by reason of any demand,

proceeding, action or suit brought against them arising out of or in any manner related to local, state or federal

taxes allegedly due in connection with the indemnification set forth above.

18.

Warranty.

18.1 Limited Warranty of Services and Software

Licensor warrants that all services shall be performed in full conformity with the Agreement, with the skill and

care which would be exercised by those who perform similar services at the time the services are performed, and

in accordance with accepted industry practice.

18.2 Specific Exclusion of Other Warranties - There are no other warranties, representations, conditions, or

guarantees of any kind whatsoever, either express or implied by law (in contract or tort) or custom, including, but

not limited to those regarding merchantability, fitness for purpose, correspondence to sample, title, design,

condition, or quality in relation to the software.

18.3 No Indirect Damages

In no event shall either party be liable to the other party for indirect damages or losses (in contract or tort) in

connection with the deliverables or this Agreement, including but not limited to damages for lost profits, lost

savings, or incidental, consequential, exemplary, or special damages, even if caused by the negligence of the

other party and even if the party seeking such damages has knowledge of the possibility of such potential loss or

damage.

18.4 Limits on Liability

If for any reason, a party becomes liable to the other for direct or any other damages for any cause whatsoever,

and regardless of the form of action (in contract or tort), incurred in connection with this Agreement, the

deliverables herein and the customization, then, the parties agree that:

The liability of each party for all damages, injury, and liability incurred by the other in connection with

this Agreement, shall be limited to an amount equal to all fees paid under this Agreement, but in no event less

than Seven Hundred and Fifty Thousand United States Dollars (USD $750,000.00) per event; and

EXHIBIT 10.12

Neither party may bring or initiate any act or proceeding against the other arising out of this Agreement

or relating to the Gateway more than two (2) years after the party bringing or initiating any act or proceeding

knew or should have known that the cause of action had arisen.

19.

Force Majeure. It is understood and agreed that in the event that an act of the government, terrorism or

war conditions, or accident, fire, flood or disputes of Licensee’s employees, prevents the performance by

Licensee of the provisions of this Agreement, then such non-performance by Licensee shall not be considered as

grounds for breach of this Agreement and such non-performance shall be excused while such conditions prevail.

20.

Miscellaneous .

20.1 Governing Law.

This Agreement will be governed exclusively by, and construed exclusively in accordance with the laws of

Province of British Columbia.

20.2 Successors and Assigns.

Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to

the benefit of, the successors and permitted assigns of the parties to this Agreement. Nothing in this Agreement

is intended to confer upon any party other than the parties hereto or their respective successors and assigns any

rights or obligations under or by reason of this Agreement, except as expressly provided in this Agreement.

Licensee’s rights and obligations under this Agreement may not be assigned without the prior written consent of

Licensor.

20.3 Notices.

All notices and other communications required or permitted hereunder will be in writing and will be delivered by

hand or sent by overnight courier, e-mail to:

if to Licensor:

CPT Secure Inc.

325 – 3381 Cambie Street

Vancouver, B.C.

V5Z 4R3

Attention: Francisco K Carasquero

Kent@cptsecure.com

if to Licensee:

JV Co

#1150 – 510 Burrard St.

Vancouver, BC, V6C 3A8.

Attention: Ajay Hans

ahans@mobetize.com

Each party may furnish an address substituting for the address given above by giving notice to the other parties in

the manner prescribed by this Section 20.3. All notices and other communications will be deemed to have been

given upon actual receipt by (or tender to and rejection by) the intended recipient or any other person at the

specified address of the intended recipient.

EXHIBIT 10.12

20.4 Severability.

In the event that any provision of this Agreement is held to be unenforceable under applicable law, this

Agreement will continue in full force and effect without such provision and will be enforceable in accordance

with its terms.

20.5 Construction.

The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in

construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the

plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include

all genders, (c) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including” has

the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without

limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any

reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be

deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or

supplemented from time to time.

20.6

Entire Agreement.

This Agreement, including all schedules and exhibits attached hereto, embodies the entire agreement and

understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes

all prior or contemporaneous agreements and understandings other than this Agreement relating to the subject

matter hereof.

20.7 Amendment and Waiver.

This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of

this Agreement may be waived except by a written document executed by the party entitled to the benefits of

the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of

this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given,

and will not constitute a continuing waiver.

20.8 Cumulative Remedies.

Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any

other remedies of a party at law or in equity.

20.9 Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise,

without the prior express written consent of the other party. Any attempt by a party to assign its rights or

obligations under this Agreement in breach of this Section 20 shall be void and of no effect. Subject to the

foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and

permitted assigns.

20.10 Disputes.

Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled by binding

arbitration in Vancouver, British Columbia.

EXHIBIT 10.12

20.11 Compliance with Applicable Laws.

Each party shall, at its own expense, comply with all applicable laws and make, obtain, and maintain in force at all

times during the term of this Agreement, all filings, registrations, reports, licenses, authorizations required under

applicable law, regulation or order required for such party to perform its obligations under this Agreement.

20.12 No Benefit to Others.

There are no intended third party beneficiaries of this Agreement. The representations, warranties, covenants,

and agreements contained in this Agreement are for the sole benefit of the parties and their respective

successors and permitted assigns, and they are not to be construed as conferring any rights on any other persons

20.13 Counterparts.

This Agreement may be in any number of counterparts, each of which will be deemed an original, but all of which

together will constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Gateway License Agreement as of the date first

written above.

ACCEPTED AND AGREED:

LICENSEE

LICENSOR

JV CO

CPT SECURE INC.

By: _____________________

By: ____________________________

AJAY HANS

FRANCSICO K. CARASQUERO

Print Title: AUTHORIZED SIGNATORY

Print Title: PRESIDENT

Schedule A

EXHIBIT 10.12

[EXHIBIT1012001.JPG]

PayGoBilling API Version 4.11

First revision: 2009-12-07 – Last Revision 2016-01-15

Introduction

The PaygoBilling API interface allows Merchants to bill existing customers at any time, without

customer interaction.

At the time of the first (interactive) purchase by the customer, his PaygoBilling account is created

and an ID of that transaction is sent to the CP through during the callback process. That ID is then

used by the CP to subsequently bill the user through the API interface.

Requirements

The API interface must be enabled by PaygoBilling for each site the Merchant wishes to use the API

for. The IP address(es) of the machine(s) posting the requests must be individually configured by

PaygoBilling for each site.

The API interface is located at https://secure.paygobilling.com/api/api.php .

The customer must also have a credit card on file for his PaygoBilling account. Otherwise, an error

message will be generated by the API interface.

The parameters are sent with optional information such as – your own logo on the top left, your

own credit card descriptor.

You can see a sample of a site in action here;

https://secure.paygobilling.com/order/creditcard/cc_form.php?

site_id=76&type=subscription&session=YOURSESSIONID&sub_option=1

This is a recurring charge sample which can be set in your own account for each site id. This site ID

sample is site: 76. You would also need to pass the session – named here “YOURSESSIONID.”

Here is a single purchase example:

http://secure.paygobilling.com/order/creditcard/cc_form.php?

site_id=76&charge_amount=50&type=purchase&order_description=Sample_Payment&sessio

n=sample

Notice the charge amount is 50 for $50, the session information is "sample" and order

description is Sample Payment. This amount and description and session can all be sent

dynamically.

EXHIBIT 10.12

You will need to make a Postback API and tell us where it is located and we can put it into our system

for testing. Or if you are using our testing bed link you can dynamically put it in the postback url field

for testing.

----------------------------

Automatic form filling

----------------------------

The following fields can be filled on the /order page. The field data can be sent through either

POST or GET.

e mail - Email address - this will be used to automatically create the a ccount (described further below).

fi rst_name - Customer's first name

l ast_name - Customer's last name

a ddress - Full street address

c ity - City

s tate - State. Can be either the two-letter code or full state name

c ountry - Two-letter country code (ISO 3166-1 alpha-2)

z ip - Zip code

These will be automatically filled and can be edited by the customer.

Custom Integration Guide Overview

There are three different ways to integrate PayGoBilling with your site. Some sites may offer more

than one of these:

1) Time based subscriptions managed by PayGoBilling: your site offers paid access subscriptions, e.g.

$20 for 30 days of access; users are created and expired by PayGoBilling using a callback script

installed on your site. In order to perform this type of transaction.

This guide describes the following methods of PayGoBilling integration:

2) Self-managed time based subscriptions: your site offers paid access subscriptions that are

managed by your own back end infrastructure.

3) Tokens or other products: your site offers non-subscription products, for example tokens that can

be used to perform special actions on your site.

The integration steps are almost identical whether you are pursuing integration #2 or

integration #3:

A) Submit subscription/product information to PayGoBilling

B) Set up your callback scrip

C) Set up your member landing page

D) Install and test PayGoBilling badge on your site

EXHIBIT 10.12

Calling process

Following are the steps involved when a user purchases a subscription or product from a site that has

been integrated with PayGoBilling:

Your site PayGoBilling popup

Any page on your site

User launches PayGoBilling popup

1. PayGoBilling badge

session = <session information, e.g. user id, session id>

siteid = <your PayGoBilling site id>

optional: product_code = <specific product>

session code = <selected subscription or product code>

amount = <price of subscription or product>

description = <description of subscription or product> Your

callback script

<message>...

</rsp>

2. User purchases a product or subscription

<error>...

</rsp>

session

3. Member landing page - User leaves popup

A) Submit information to PayGoBilling

In order to enter your site(s) into our database, you need to submit the following information to

tech@PayGoBilling.com:

1) Site URL

EXHIBIT 10.12

2) For each subscription or product offered on the site:

i) Name - e.g. $30 for 20 days; 700 tokens for $20

ii) Unique identifier - this should be your internal identifier for the subscription or product. Later on

your callback script will use this identifier so it can tell what the user has purchased and act

accordingly.

3) Callback script URL - this is a URL that PayGoBilling will invoke when the user purchases a product

on your site. This script will return an XML-formatted response code (see part B)

4) Member landing page URL - after the user has successfully completed a purchase they will click on

a “Go to members area” button that leads them to this URL (see part C).

After receiving this information PayGoBilling will issue you your PayGoBilling site id(s).

B) Set up your callback script

Before you begin building a callback script you need to define your session variable. This variable is

submitted from your page via the PayGoBilling badge to the PayGoBilling popup. PayGoBilling itself

does nothing with this information - it simply passes the variable back to your callback script and

later your member landing page.

After the user selects a subscription or product from your site and purchases it, your callback script is

invoked. Here are the parameters that PayGoBilling passes to it: session - the session variable

initially passed from your badge into the PayGoBilling popup code - your code that corresponds to the

subscription or product that has been purchased amount - the value in dollars of the subscription or

product that has been purchased description - a description of the subscription or product that has

been purchased. Your callback script should perform whatever processing is necessary to update the

customer’s account information to reflect this purchase. For security reasons the script should only

be accessible from PayGoBilling’s server's ip – ping https://secure.paygobilling.com

The script should return one of two different responses to PayGoBilling. You should increment the

“version” attribute that is returned by your script whenever you make a change to the script, so if an

error occurs we know exactly which version of your script is in place (this is useful if the script is

deployed on multiple sites).

Success response:

<message id="100">Purchase successfully processed</message>

</rsp>

Receipt is an optional value that is specific to this transaction, e.g. an order number. It can be used in

the members URL that the popup redirects the user to after the transaction has been completed, and

is stored in the PayGoBilling transaction history.

EXHIBIT 10.12

Failure response:

<error id="102">Invalid session variable: 'XYZZY'</error>

</rsp>

Possible errors:

101 - Request from unauthorized IP xxx.yyy.zzz

102 - Invalid session variable: ‘XYZZY’

103 - Invalid product code: ‘2343’

104 - Unable to process purchase: <internal error message>

There may be more errors that are specific to your site - feel free to add them.

NOTE: In your callback script you should also implement support for a test session value. If the

incoming request’s session is set to this value your script should automatically return a success

result without actually performing any processing. This is for the purposes of PayGoBilling’s

automated test scripts, which report any malfunctioning PayGoBilling partner sites.

Please contact tech@PayGoBilling.com with your test session value.

Please contact tech@PayGoBilling.com if you have any questions about implementing your callback

script.

C) Set up your member landing page

This is simply a page that displays an acknowledgment of the user’s purchase. Some different forms

this page may take:

• The user’s account summary that reflects the new purchase

• A thank you page that displays offers or further information about how to use the new

subscription or product

• An order page that they can buy more products from

• Some combination of the above

The member landing page is passed the following information:

session - the session variable initially passed from your badge into the PayGoBilling popup receipt

- the optional order-specific value returned by your callback script

These values can be included in your member page’s query string by using $session and

$receipt. For example:

http://www.yoursite.com/members/index.php?sess=$session&orderid=$receipt

EXHIBIT 10.12

D) Install and test PayGoBilling badge

The final step is to install the PayGoBilling badge code on your join page, or wherever else on

your site you wish to allow users to purchase products.

There are two different ways to invoke the PayGoBilling popup:

a) Let the user select the subscription or product they want within the popup. This is the best

option if your site has 5 or less products.

b) Provide a product code to the badge. This could be selected by the user elsewhere on the

page or site, then passed into the badge code via php, javascript, etc.

c) Charge a total order amount with no specific product identified. Typically this is used when

a site supports shopping cart like purchases that can include more than one product.

a) Let the user select the subscription or product in the PayGoBilling popup

Copy or download the following badge code template, substituting all values in brackets [ ]

using the information gained in step 1. Make sure you remove the enclosing brackets too.

www.PayGoBilling.com/includes/[PayGoBilling SITE ID].js"></script>

Here is an example of a completed badge:

www.PayGoBilling.com/includes/304.js"></script >

b) Let the user select the subscription or product on your site Copy or download the following

badge code template, substituting all values in brackets [ ] using the information gained in

step 1. Make sure you remove the enclosing brackets too.

<a id="PayGoBilling" siteid="[PayGoBilling SITE ID]" session= "[Your session

value]" product_code="[PRODUCT CODE]"></a>

www.PayGoBilling.com/includes/[PayGoBilling SITE ID].js"></script>

<!-------------- END PayGoBilling BADGE -------------------

--> Here is an example of a completed badge:

EXHIBIT 10.12

www.PayGoBilling.com/includes/304.js"></script>

c) Charge a total order amount

Copy or download the following badge code template, substituting all values in brackets [ ]

using the information gained in step 1. Make sure you remove the enclosing brackets too.

<a id="PayGoBilling" siteid="[PayGoBilling SITE ID]" session="[Your session value]"

charge_amount="[CHARGE AMOUNT]" order_description="[ORDER_DESCRIPTION]"></a>

www.PayGoBilling.com/includes/[PayGoBilling SITE ID].js"></script>

<!-------------- END PayGoBilling BADGE ------------------

---> Here is an example of a completed badge:

<a id="PayGoBilling" siteid="304" session="XYZZY"

charge_amount="32.50" order_description="34 tea bags, teapot set"></a>

www.PayGoBilling.com/includes/304.js"></script>

Once you have completed your badge code you can add it to all the appropriate pages

on your site(s). Please contact tech@PayGoBilling.com to obtain test PayGoBilling

codes.

Also, please contact tech@PayGoBilling.com if you encounter any problems displaying your

badge, or if you need PayGoBilling codes to test your badge.

EXHIBIT 10.12

Parameters

The parameters must be sent by POST to the URL specified above. All parameters

are mandatory.

Parameter name Format

Description

integer

PayGoBilling-provided Content Partner ID

user

string

The username used to access the CP interface on the

PayGoBilling website

pass

string

The password used to access the CP interface on the

PayGoBilling website

site_id

integer

PayGoBilling-provided ID for the site

action

string

The action to be performed. Currently, the only

action available is “charge”.

tc_trans_id

integer

Transaction ID informed to the site by the PayGoBilling

callback at the time of the original transaction

amount

n.nn (ex: 10.99)

Amount (in USD) to be charged

description

string (max 255 chairs) Short text description of this transaction

EXHIBIT 10.12

Return

The API interface will output a XML string indicating success or failure. The XML structure is

described below.

In the case of success:

<message id =”0”>Success</message>

<transaction _ id>[transaction id for this operation]</transaction_ id>

<timestamp>[PayGoBilling server timestamp]</timestamp>

In case of failure:

<error id=”[error code]”>[error message]</error>

<timestamp>[PayGoBilling server timestamp]</timestamp>

Error Codes

Message

Code Description

INVALID_CP

101

The informed CP is invalid, or does not match the other

parameters as stored in the database

INVALID_USER

102

The username/password combination is invalid

INVALID_SITE

103

The provided site ID is invalid

IP_NOT ALLOWED

104

The IP from which the API was accessed is not authorized

to perform operations for the site

API _NOT ALLOWED

105

The API interface is not enabled for the provided site

INVALID ACTION

106

Action not specified or not valid

INVALID _TRANS_ID

201

The provided transaction is invalid

NO_CREDIT_CARD

202

The customer does not have a credit card associated with

his PayGoBilling account

TRANSACTION_MISMATCH

203

The transaction ID does not match the site or CP

AMOUNT_TOO_LARGE

204

The requested amount is larger than allowed for the site

CHARGE_NOT_AUTHORIZED 205

An error occurred during the financial transaction.

Additional details are given in the API output

INVALID_AMOUNT

206

The requested amount is invalid

SYSTEM_ERROR

301

An internal server error occurred

EXHIBIT 10.12

SCHEDULE B

FEES AND ROYALTY CALCULATION

In consideration for the license rights granted herein, Licensee shall pay to Licensor royalties as

follows:

$0.05 Per Payment Processing Transactions.

Definition of Payment Processing Transactions. “Payment Processing Transactions” shall mean

all payment transactions executed and from which the Licensee records revenue “Transactional

Payment Processing Revenue”.

EXHIBIT 10.12

Exhibit B

Exclusive Marketing Agreement

This Exclusive Marketing Agreement (hereinafter called the “Agreement”), to be effective as

of this __ day of January, 2017 (hereinafter “Agreement Date”), is by and between JV CO a

corporation which name is to be determined and registered in British Columbia (“Company”),

and Mobetize Corp, a corporation organized under the laws of Nevada having an office located

at #205 – 8105 Birch Bay Square St., Blaine, Washington 98230 (hereinafter, referred to as

(“MPAY”).

WHEREAS , The Company entered into a Gateway License Agreement with CPT Secure Inc.

on January __, 2017 (attached as Exhibit A) and is in the business of providing Payment

Processing Services, as more fully described in Exhibit B, attached hereto (“Company

Services”); and

WHEREAS , MPAY is an emerging Fintech company that has developed a global B2B Fintech

hub and financial services marketplace that is desirous of assisting the Company enter into

agreements with end users “Marketing Entities” (“MPAY Services”); and

WHEREAS , The Company is willing and able to grant MPAY an exclusive world-wide right to

market the Company Services on the terms set forth herein; and

WHEREAS , Subject to the terms of this Agreement, MPAY is desirous providing MPAY

Services to Company, and Company is desirous of utilizing MPAY Services.

Now therefore, for good and valuable consideration, the receipt and sufficiency which are duly

acknowledged, the parties agree as follows:

1. Engagement

The Company hereby engages MPAY to provide MPAY Services to the Company on an

exclusive basis subject to the terms and conditions of this Agreement.

2. Services Offered / Process .

(a)

MPAY shall cause certain Marketing Entities to enter into a “Marketing Agreement” with

Company, in the form prescribed by the Company (which from time to time may be updated by

the Company), pursuant to the following process:

(i)

MPAY by email (“Request Email”) shall inform Company of the Marketing Entities it

desires to facilitate entering into a Marketing Agreement with Company. Attached to the

Request Email shall be an Opportunity Assessment Form, in the format required by Company

outlined in Exhibit C, (“OAF"), completed by MPAY. The completed OAF will provide, at

minimum, as to each such Marketing Entity, whether MPAY will be compensated directly by

Company (“Revenue Share Model”) or by the Marketing Entity (“No Revenue Share Model”).

(ii)

By return email (“Return Email”), Company shall

(1)

Inform MPAY which specific Marketing Entity(ies) MPAY is authorized to market to

(”Approved Entities”),

EXHIBIT 10.12

(2)

As to each Approved Entity, and as to the Marketing Agreement for that Approved Entity,

whether the relationship is one of Revenue Share Model or No Revenue Share Model.

(3)

Provide the actual Marketing Agreement for each respective Approved Entity (“Approved

Marketing Agreement”).

(iii)

MPAY shall have the exclusive right for one hundred and twenty (120) days from the

date of the Return Email or as otherwise agreed to by both parties in the Return Email (“120

Day Exclusive Period”) to utilize its best efforts to:

(1)

To work with the Approved Entities, set forth on the particular Return Email, on behalf of

Company,

(2)

Provide regular updates on the progress of such marketing efforts as requested by the

Company,

(3)

Have each Approved Entity enter into with Company the particular Approved Marketing

Agreement for that particular Approved Entity.

At the end of the 120 Day Exclusive Period, the parties shall discuss the progress of the

marketing efforts of MPAY in connection with the Approved Entities, and Company, at its sole

discretion, may agree to extend the 120 Day Exclusive Period, which extension must be in

writing, and which extension may be revoked at any time.

(iv)

Notwithstanding clauses 1(i), (ii) and (iii) above, the parties agree that the Marketing

Entities identified in Exhibit D, have already been contacted by either the MPAY or the

Company. The MPAY agrees it will not contact those Marketing Entities listed in Exhibit D as

being contacted by the Company without the express written permission of the Company. The

Company agrees that for those Marketing Entities listed in Exhibit D as being contacted by

MPAY, MPAY will have a six (6) month exclusivity period to cause those Marketing Entities to

enter into a Marketing Agreement with Company under the other terms of this Agreement,

commencing on the effective date of this Agreement.

(b)

MPAY agrees that it will deliver to Company, during any 12 month period during the

Term of this Agreement, a minimum of three (3) Approved Marketing Agreements executed by

the respective Approved Entities.

(c)

Company shall provide marketing and promotional materials to MPAY for MPAY to

utilize for a particular Approved Entity.

(d)

Only Company shall negotiate any changes to a Marketing Agreement requested by an

Approved Entity. In addition, MPAY shall not change, modify and/or amend a Marketing

Agreement. Only Company may modify a Marketing Agreement, by Company actually making

the modification to the Marketing Agreement, and confirming in writing that the modification is

authorized by Company.

(e)

Only Company shall sign the Approved Marketing Agreement on behalf of Company.

Only the Approved Entity shall sign the Approved Marketing Agreement on behalf of the

Approved Entity. MPAY shall not sign in any capacity any Marketing Agreement.

EXHIBIT 10.12

(f)

Company has no obligation to enter into any agreement with any of the Approved

Entities nor provide any services to Approved Entities, regardless of any efforts made by MPAY

under this agreement, even if MPAY has presented to Company an Approved Marketing

Agreement signed by the applicable Approved Entity.

3. Compensation and Payment Terms.

Subject to this Agreement and MPAY’s strict compliance with this Agreement, for only

each Revenue Share Model Approved Marketing Agreement entered into by an Approved Entity

and Company, Company shall compensate MPAY as from time to time agreed between the

parties in a signed writing. Company shall not compensate MPAY for any No Revenue Share

Approved Marketing Agreement, or any other agreement.

Payment Disputes. Company may withhold payments for any item(s) that Company

reasonably disputes. Pending resolution of the dispute(s), Company's non-payment of disputed

items, will not constitute a default and will not entitle MPAY to suspend or delay furnishing

MPAY Services or terminate this Agreement, in whole or in part.

Taxes. Amounts payable for MPAY Services will not withhold any taxes, government

fees and/or government surcharges (collectively, "Taxes"), and MPAY will be solely responsible

for all Taxes, unless Company expressly agrees otherwise in a signed writing; provided

however, in no event will Company be liable for any income or employment or employment

related Taxes imposed on MPAY and/or related to Personnel , or any other Taxes or charges

assessed against MPAY or associated with the operation of MPAY’s business. MPAY agrees

that MPAY is obligated to report as income all compensation received by MPAY pursuant to this

Agreement, and agrees to and acknowledges the obligation to pay all Taxes on such income.

4. Staffing.

Personnel. MPAY agrees that its personnel, including MPAY itself, and its employees,

affiliates, contractors, subcontractors, agents, representatives, suppliers, vendors, and/or any

third party, engaged by MPAY or performing services on MPAY's behalf (collectively

"Personnel") will be supervised and controlled by MPAY. In addition, MPAY is solely responsible

for: (1) the acts and/or omissions of Personnel; (2) payment of all Personnel compensation,

including all legal and contractual benefits, (3) withholding, reporting and paying any and all

taxes (including employment taxes) and/or governmental fees relating to Personnel, and (4)

complying with any federal, state or local employment/contractor laws, rules and regulations, as

well as any other employer/contracting duties and obligations, including workers compensation

insurance. Without limiting the foregoing, MPAY agrees that Personnel (except for MPAY) shall

not seek payment (either directly or indirectly) from Company, and that MPAY and/or Personnel

will receive no Company-sponsored benefits from the Company, which benefits include, but are

not limited to, paid vacation, sick leave, medical insurance and 401k participation. If MPAY

and/or any Personnel are reclassified by a state, provincial or federal agency or court as the

Company's employee, MPAY and/or such Personnel will become a reclassified employee and

will receive no benefits from the Company, except those mandated by state, provincial or

federal laws, rules, and/or regulations, even if by the terms of the Company's benefit plans or

programs of the Company in effect at the time of such reclassification, MPAY and/or such

Personnel would otherwise be eligible for such benefits. MPAY will ensure that Personnel

comply with this Agreement. MPAY's use or provisioning of any Personnel will not relieve,

waive, or diminish any obligation MPAY has under this Agreement.

EXHIBIT 10.12

Removal. In the event that Personnel are acting in a fashion that is or may cause harm

to the Company, then the Company may request removal and/or replacement of any Personnel

upon notice to MPAY. Upon such request, MPAY will immediately remove such Personnel from

performing MPAY Services hereunder and, except if otherwise instructed by Company (which

may be by email), promptly replace such Personnel with other Personnel reasonably acceptable

to Company. Removal of any Personnel will not relieve, waive, excuse, or diminish any

obligations MPAY has under this Agreement.

5. Confidentiality.

Definition of Confidential Information. "Confidential Information" means any non-public

information that relates to the actual or anticipated business and/or products, research or

development of the Company or MPAY, as the case may be, or their respective affiliates,

including their respective technical data, trade secrets, know-how, research, product plans,

products and/or services and markets therefor, customer lists, customers, vendors, suppliers,

software, developments, inventions, processes, formulas, technology, designs, drawings,

engineering, hardware configuration information, marketing, finances, and other business

information disclosed either directly or indirectly, in writing, orally or by drawings or inspection of

premises, parts, equipment, or other property. Company Confidential Information includes

customers of the Company on whom MPAY called or with whom MPAY became acquainted

during the Term. Notwithstanding the foregoing, Confidential Information shall not include any

information which (i) was publicly known or made generally available prior to the time of

disclosure by the disclosing party (either Company or MPAY, as the case may be) to the

receiving party (either Company or MPAY as the case may be); (ii) becomes publicly known or

made generally available after disclosure to the receiving party through no wrongful action or

inaction of the receiving party; or (iii) is in the rightful possession of the receiving party, without

confidentiality obligations, at the time of disclosure as shown by receiving party's then-

contemporaneous written records.

[Remainder of page left intentionally blank]

EXHIBIT 10.12

Nonuse and Nondisclosure. During and after the Term of this Agreement, the receiving

party will hold in the strictest confidence, and take all reasonable precautions to prevent any

unauthorized use or disclosure of the disclosing party's Confidential Information, and (i) MPAY

will not use Company Confidential Information for any purpose whatsoever other than as

necessary for the performance of the MPAY Services on behalf of the Company, and (ii) the

receiving party will not disclose the Confidential Information of the disclosing party to any third

party without the prior written consent of an authorized representative of the disclosing party,

except that the receiving party may disclose the disclosing party's Confidential Information to

any third party on a need-to-know basis for the purposes of this Agreement; provided, however,

that such third party is subject to non-use and non-disclosure obligations at least as protective

of the disclosing party and the disclosing party's Confidential Information as set forth in this

Section 5. The receiving party may also disclose Confidential Information of the disclosing party

to the extent compelled by applicable law; provided however, prior to such disclosure, the

receiving party shall provide prior written notice to the disclosing party (if permitted by law)

permitting the disclosing party (if it desires) to seek a protective order or such similar

confidential protection as may be available under applicable law. Notwithstanding the foregoing,

each party may disclose the terms and conditions of this Agreement: (1) as required by

applicable securities laws, including requirements to file a copy of this Agreement (redacted to

the extent reasonably permitted by applicable law), or to disclose information regarding the

provisions hereof or performance hereunder to applicable regulatory authorities, (2) in

confidence, to legal counsel; (3) in confidence, to accountants, banks, and financing sources

and their advisors who are subject to reasonable confidentiality restrictions for the purposes for

which they are receiving the information; and (4) in connection with the enforcement of this

Agreement or any rights hereunder.

Rights. The receiving party agrees that no ownership of the disclosing party's

Confidential Information is conveyed to the receiving party. Without limiting the foregoing, MPAY

shall not use or disclose any Company property, intellectual property rights, trade secrets or

other proprietary know-how of the Company to invent, author, make, develop, design, or

otherwise enable others to invent, author, make, develop, or design any products and/or

services for any third party.

Third Party Confidential Information. MPAY recognizes that the Company has received

and in the future will receive from third parties their confidential or proprietary information

subject to a duty on the Company's part to maintain the confidentiality of such information and

to use it only for certain limited purposes. MPAY agrees that at all times during the Term and

thereafter, MPAY owes the Company and such third parties a duty to hold all such confidential

or proprietary information in the strictest confidence and not to use it or to disclose it to any

person, firm, corporation, or other third party except as necessary in carrying out the MPAY

Services for the Company consistent with the Company's agreement with such third party.

6. Press Releases . MPAY will not issue or make, directly or indirectly, any press releases or

other public announcements relating to this Agreement or the underlying transaction(s) between

Company and MPAY without the prior written approval of Company. Company reserves the

right to withhold approval in its sole discretion.

7. Return of Company Materials. Upon the termination of this Agreement, or upon Company's

earlier request, MPAY will immediately deliver to the Company, and will not keep in MPAY's

possession, or recreate, or deliver to anyone else, any and all Company property, including

Company Confidential Information, and any reproductions of any of the foregoing items that

MPAY may have in MPAY's possession or control.

EXHIBIT 10.12

8. Company Trademarks . MPAY will not use any Company trademark, logo, service mark,

and/or trade name (collectively, "Company Trademarks" ); provided however, in the event use

of any Company Trademark is required to perform the MPAY Services, subject to MPAY's

compliance with this Agreement, Company grants MPAY a limited, revocable, non-exclusive,

non-assignable, non-transferable, non-sublicensable, royalty-free license to use during the

Term, only to the extent essential and necessary to provide the MPAY Services, and only in the

United States and Canada, the Company Trademarks provided by Company to MPAY for

purposes of this Agreement. Upon Company's request, MPAY agrees to promptly remove or

replace any Company Trademark, but in no event later than three (3) days after receipt of any

such request. Upon termination of this Agreement, all use of any Company Trademark by

MPAY (and its Personnel) shall immediately cease. Each use, display (including the size, place,

and manner), and/or reproduction of the Company Trademarks by MPAY must be pre-approved

by Company in writing in advance and be in accordance with this Agreement. MPAY's use of

the Company Trademarks does not confer or imply any ownership, goodwill, or other rights in

the Company Trademarks. MPAY recognizes the unique value, goodwill, and secondary

meaning associated with the Company Trademarks. MPAY acknowledges that all rights, title,

and interests in the Company Trademarks and the goodwill pertaining thereto automatically

vests in Company, and at all times will remain owned by and in the name of Company. MPAY

shall not contest the validity of Company's and/or its affiliates' ownership of any Company

Trademark. MPAY shall not, in any jurisdiction, adopt, use, register, or apply for registration, any

Company Trademark or any word, symbol, device, or combination thereof confusingly similar,

whether or not as a corporate/entity name, trademark, domain name, bidded or paid keyword or

term (e.g., for the online search services of Google, Yahoo! or Bing), service mark, or other

indication of origin.

9. Obligations. MPAY represents and warrants that (i) it and its subcontractor(s): (a) is/are a

validly existing business entity and has/have all rights, licenses, permits, qualifications and

consents necessary to perform its and/or their respective obligations pursuant to this

Agreement, and (b) will comply with all laws, including as relates to the MPAY Services; (ii) it

and its Personnel will deliver and perform all MPAY Services in a professional and workmanlike

manner in accordance with standards generally accepted in MPAY's industry, (iii) neither the

MPAY Services nor the performance thereof, infringes, misappropriates, breaches or violates

any intellectual property and/or privacy right of any third party, and (iv) the MPAY Services will

conform with this Agreement and any documentation provided by or agreed to by MPAY.

10. Term and Termination.

Term. The term of this Agreement will begin on the Effective Date and will continue for

two (2) years thereafter ("Term"). The Parties agree that they will review performance under this

contract one month prior to termination and may agree to extend the contract further at that

point.

Termination. Company may terminate this Agreement, with cause, upon giving the MPAY

at least one (1) month prior written notice of such termination. Company may also terminate this

Agreement immediately and without prior notice if MPAY refuses to or is unable to perform the

MPAY Services or is in breach of any material provision of this Agreement. MPAY may

terminate this Agreement immediately by written notice to Company if Company is in breach of

any material provision of this Agreement and such breach is not cured within 30 days after

written notice thereof is received by Company.

EXHIBIT 10.12

Effect of Termination. Company will not be responsible for any penalties, or similar

charges resulting from termination of this Agreement, or part thereof. Upon termination of this

Agreement, MPAY will: (i) provide the MPAY Services until the effective date of termination

(except as otherwise instructed in writing by Company), (ii) terminate the MPAY Services in an

efficient, workmanlike and cost-effective manner, (iii) cooperate with Company in the transition

as requested by Company., (iv) MPAY will continue to make best efforts to have Approved

Entities which are in the 120 Exclusivity Period enter into Approved Agreements with Company

for the duration of those 120 Day Exclusivity Periods and the Company will respect the terms of

the 120 Day Exclusivity Periods.

11. Survival. All definitions, and Sections 2(d), 2(e), 3(a) (only as to any revenue share

amounts owed by Company to MPAY), 3(c), 4(a), 4(b) (last sentence only), 5 through 9, 10(c),

and 11 through 15, will survive termination or expiration of this Agreement.

12. Independent Contractor Relationship. MPAY is performing the MPAY Services as an

independent contractor to the Company. Nothing in this Agreement shall in any way be

construed to constitute MPAY and/or Personnel as an agent, employee or representative of the

Company. Without limiting the generality of the foregoing, neither MPAY nor Personnel are

authorized to bind the Company to any liability or obligation or to represent that MPAY or

Personnel has any such authority.

13. Indemnification. MPAY agrees to indemnify, defend and hold harmless the Company and

its affiliates and its and their shareholder's owners, directors, officers, employees, contractors,

agents, representatives, successors and assigns (collectively, "Indemnitees"), from and against

all actual or alleged taxes, losses, damages, liabilities, demands, claims, judgments, costs and

expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from

or in connection with (i) performance of the MPAY Services, (ii) any breach of this Agreement,

and/or any negligent, reckless or intentionally wrongful act or omission, by MPAY and/or

Personnel, and/or (iii) MPAY and/or Personnel not performing MPAY Services as independent

contractors to Company (collectively, "Claim"). Company will (at MPAY's sole expense)

reasonably cooperate to facilitate the settlement or defense of any Claim. MPAY is solely

responsible for defending any Claim against an Indemnitee, subject to such Indemnitee's right

to participate with counsel of its own choosing at its own expense. MPAY will not agree to any

settlement that imposes any obligation or liability on an Indemnitee without such Indemnitee's

prior express written consent.

14. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO MPAY OR TO

ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL

DAMAGES, OR DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS,

HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN

CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY,

REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY

LIMITED REMEDY. WITHOUT LIMITING THE PREVIOUS SENTENCE, IN NO EVENT SHALL

MPAY'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT

EXCEED THE AMOUNTS PAID BY COMPANY OR VENDOR TO MPAY UNDER THE

AGREEMENT FOR THE SERVICES GIVING RISE TO SUCH LIABILITY.

EXHIBIT 10.12

15. Miscellaneous.

Governing Law; Consent to Personal Jurisdiction. The Agreement shall be governed in

accordance with the laws of the Province of British Columbia without regard to the

conflicts/choice of law provisions of any jurisdiction. For purposes of this Agreement, the parties

hereby expressly consent to the personal and exclusive jurisdiction and venue of the Province

of British Columbia and the Provincial courts located in Vancouver, British Columbia, Canada.

Assignability/No Third Party Beneficiaries. The Agreement is binding upon MPAY's

administrators, and other legal representatives, and will be for the benefit of the Company, its

successors, and its assigns. There are no third-party beneficiaries to this Agreement, except as

may be expressly stated. MPAY may not sell, assign or delegate any rights or obligations under

this Agreement, by operation of law or otherwise (including by merger, consolidation,

reorganization, reincorporation, sale of assets or stock or change of control), and any such

attempted assignment, delegation or transfer shall be null and void. Notwithstanding anything to

the contrary herein, Company may assign this Agreement, and/or delegate its rights and

obligations under this Agreement, in whole or in part.

Entire Agreement/Conflict. The Agreement constitutes the entire agreement and

understanding between the parties with respect to the subject matter herein and supersedes all

prior written and oral agreements, discussions, or representations between the parties relating

to the subject matter herein. MPAY represents and warrants that it is not relying on any

statement or representation not contained in this Agreement.

Headings. Headings are used in this Agreement for reference only and shall not be

considered when interpreting this Agreement.

Severability. If a court of competent jurisdiction finds any provision of this Agreement, or

portion thereof, to be invalid or unenforceable, the remainder of this Agreement will continue in

full force and effect, and such provision will (a) be enforced to the maximum extent permissible

so as to effect the intent of the Parties, and (b) will be replaced by a valid and enforceable

provision that has a similar effect.

Modification, Waiver. No modification of or amendment to this Agreement, nor any

waiver of any rights under this Agreement, will be effective unless in a writing signed by the

parties. Waiver by the Company of a breach of any provision of this Agreement will not operate

as a waiver of any other or subsequent breach.

Notices. Unless this Agreement specifically permits communication by email for a

specific item, any notice or other communication required or permitted by this Agreement to be

given to a party shall be in writing and shall be deemed given (i) if delivered personally, when

delivered, (ii) if delivered by a nationally recognized overnight courier service, three(3) business

days after acceptance for overnight delivery by said courier, or (iii) if mailed by registered or

certified mail, return receipt requested, when signed, or when the giving of signature is refused.

All notices or other communications to a party shall be at the party's address set forth at the

beginning of this Agreement (provided that for Company the address shall have added to it

"Attn: CEO"), or at such other address as the party may have previously specified by notice as

set forth in this Section 15(g).

EXHIBIT 10.12

Other. As used in this Agreement, the word "including" is a term of enlargement meaning

"including without limitation" and does not denote exclusivity, and the words "will," "shall," and

"must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as

applicable. All definitions apply both to their singular and plural forms, as the context may

require. Executed counterparts of this Agreement will each be deemed originals, whether

exchanged via mail, facsimile, or electronically. The Agreement may be signed in two

counterparts, each of which shall be deemed an original, with the same force and effectiveness

as though executed in a single document. Any rights not expressly granted in this Agreement

are reserved by Company or MPAY, as applicable, and all implied licenses are disclaimed.

Each party acknowledges that it has had the opportunity to review this Agreement with legal

counsel of its choice, and there will be no presumption that ambiguities will be construed or

interpreted against the drafter, and no presumptions made or inferences drawn because of the

inclusion of a term not contained in a prior draft or the deletion of a term contained in a prior

draft.

ACCEPTED AND AGREED:

Company

MPAY

JV CORP.

MOBETIZE CORP.

By: _____________________

By: ____________________________

Print Name: ______________

Print Name: _____________________

Print Title: _______________

Print Title: ______________________

EXHIBIT 10.12

Exhibit A

Gateway License Agreement

Exhibit B

Company Services

Payment Processing Services

Exhibit C

Scope of Opportunity Assessment Form

The Opportunity Assessment Form will include at a minimum the following details:

 Marketing Entity Name and details

 Size of user base

 Description of user base (e.g. prepaid/postpaid, ethnicity, etc.)

 Contact at Marketing Entity

 Key decision maker at Marketing Entity

 Size of potential deal

 Mobetize products that interest Marketing Entity

 Whether MPAY will receive commission payments from Mobetize or Marketing Entity for

the deal

 Other solutions Marketing Entity is looking at

 Likelihood Marketing Entity will take Mobetize solution

 Timelines for closing deal and going live

Exhibit D

Approved and Exclusive Clients

The list below reflects current partners that Mobetize Corp. will immediately begin marketing

payment processing services

 Name of partner here

Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ajay Hans, certify that:

1. I have reviewed this report on Form 10-Q of Mobetize Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or

omit to state a material fact necessary to make the statements made, in light of the circumstances

under which such statements were made, not misleading with respect to the period covered by this

report;

3. Based on my knowledge, the financial statements, and other financial information included in this

report, fairly present in all material respects the financial condition, results of operations and cash

flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and

internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)

for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls

and procedures to be designed under our supervision, to ensure that material information relating to

the registrant, including its consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control

over financial reporting to be designed under our supervision, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and

presented in this report our conclusions about the effectiveness of the disclosure controls and

procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial

reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth

fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to

materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to

the registrant's auditors and the audit committee of the registrant's board of directors (or persons

performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of

internal controls over financial reporting which are reasonably likely to adversely affect the

registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who

have a significant role in the registrant's internal controls over financial reporting.

Date: February 14, 2017

/s/ Ajay Hans

Ajay Hans

Chief Executive Officer and Chief Financial Officer

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL

OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report on Form 10-Q of Mobetize Corp., for the quarterly period ended

December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof, I,

Ajay Hans, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the

Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

This report fully complies with the requirements of section 13(a) or 15(d) of the

Securities Exchange Act of 1934; and

(2)

The information contained in this report fairly presents, in all material respects, the

financial condition of the registrant at the end of the period covered by this report and results

of operations of the registrant for the period covered by this report.

Date: February 14, 2017

/s/ Ajay Hans

Ajay Hans

Chief Executive Officer and Chief Financial Officer

This certification accompanies this report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and

shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the

registrant for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This

certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date

of this report), irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by §906 has been provided to the registrant and

will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff

upon request.