Digitalization Development Agreement

THIS Digitalization Development for Duesenberg Heritage EV - Boat Tail Agreement (“Agreement”) is made and effective from 16^th Day of April, 2021 by and between HAMPSHIRE AUTOMOTIVE SDN BHD, a Company Incorporated under Malaysia Laws (“Contractor”) and DUESENBERG TECHNOLOGIES MALAYSIA SDN BHD a Company Incorporated under Malaysia Laws (“Client”).

WHEREAS, Client desires to have the Duesenberg Heritage EV Boat Tail to be digitalised by Contractor; and

WHEREAS, Contractor represents that it has the expertise to digitalised Duesenberg Heritage EV Boat Tail via CAD and others digital equipment’s; and

WHEREAS, Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement to provide the stated stages and to receive the periodically stated payments hereinafter set forth;

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1.The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”): 

oCAD designs, chassis engineering, bodywork engineering, sketches, existing plans with modifications indicated, pictures, dimensions, and any other helpful guidelines for the Duesenberg Heritage EV Boat Tail 

ocreating, analyzing, modifying, optimizing and drafting product data, so as to achieve its design goal efficiently and effectively 

oCAD layouts of Design and digitalization development timeline of Duesenberg Heritage EV - Boat Tail (please refer to page 10 of 11 and Page 11 of 11: APPENDIX 1) 

2.Any other tasks which are not stated in this Agreement (Digitalization Development of the Duesenberg Heritage EV Boat Tail in APPENDIX 1) the Parties will have to mutually agree on, and will lead to an extension of this agreement. 

THE DRAWINGS' SPECIFICATIONS

The Client will supply the following:

3.Input in the form of sketches, existing plans with modifications indicated, pictures, dimensions, and any other helpful guidelines. 

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4.A completed checklist (provided by the Contractor and completed by the Client) detailing information necessary for the preparation of the Drawings. 

5.A review and revision of the first draft of the Drawings. 

The Contractor will provide the following services:

6.Sets of plans, each containing (if applicable) the car design structure plans, cross sections and preliminary layout structural. Detailed electrical plans and production drawings are not prepared as part of this service, but will be prepared in the event that the Client request for such a service. Types of materials usage, automotive parts (such as electrical motor/powertrain. Etc), electrical, and HVAC layouts are not provided as part of this service. Client is to provide such details for Contractor’s input and integration into the digitalization. 

7.The Contractor will create a first draft set of Drawings (“First Draft”). After the Client reviews and revises the First Draft, the Contractor will incorporate the revisions into the “Second Draft”. Any revisions beyond the Second Draft are subject to additional charges as outlined in Clause 16. 

8.The version of the CAD documentations provided to Client may not represent the final design and the Client have the sole responsibility to compare the CAD documentations provided with the documents and inputs provided by Client, if there are such, for accuracy.  In the event of a conflict between our CAD files/documents, if there are such, and the CAD documentations and inputs provided by Client drawings shall govern. It is the Client’s responsibility to determine if any conflicts exist. Client shall notify the Contractor of any errors or omissions in the CAD documentations that the Client discover so that the Contractor will have a reasonable amount of time within which to correct, in the Client’s sole and absolute discretion, any such errors or omissions.  

The fee charged in Clause 16 is based on the assumption that structural and subsections digital design is per the Contractor’s standard design criteria.

TERM OF AGREEMENT

9.The term of this Agreement (the 'Term”) will begin on the date of this Agreement and will remain in full force and effect until December 31,2021, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. 

10.In the event that either Party wishes to terminate this Agreement prior to December 31, 2021, that Party will be required to provide 30 days' written notice to the other Party. 

PERFORMANCE

11.The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 

CURRENCY

12.Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Malaysian Ringgit (MYR/RM). 

COMPENSATION

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13.The Contractor will charge the Client for the Services a total of $3,200,000.00 (the “Compensation”). 

14.Invoices submitted by the Contractor to the Client are due within 5 working days of receipt. 

15.The Client will be invoiced based on six (6) stages on service deliveries (Project timeline see: APPENDIX 2 Timeline Process): 

16.The fee for the Digitalization Development for Duesenberg Heritage EV - Boat Tail is MYR$3,200,000.00.  Any revisions beyond the Second Draft will be billed at MYR$250.00 per hour. 

21.Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 

22.The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely. 

23.All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. 

OWNERSHIP OF INTELLECTUAL PROPERTY

24.All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client once all agreed payments are received by The Contractor. The use of the Intellectual Property by the Client will not be restricted in any manner once all agreed payments are received. 

RETURN OF PROPERTY

25.Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. 

26.Within ten (10)days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process 

RIGHT OF SUBSTITUTION

27.Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. 

28.In the event that the Contractor hires a sub-contractor: 

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a.the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor. 

b.for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor. 

AUTONOMY

29.Except as otherwise provided in this Agreement. the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. 

30.The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. 

EQUIPMENT

31.Except as otherwise provided in this Agreement. the Contractor will provide at the Contractor's own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement. 

NO EXCLUSIVITY

32.The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 

NOTICES

33.Any written notice or demand required by this Agreement shall be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, or other guaranteed delivery to the other party at the address set forth herein. The notice shall be effective (a) as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier or other guaranteed delivery, and (b) as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail. 

TERM

34.This Agreement shall be effective as of the Effective Date and shall continue in effect until complete payment of the Digitalization Development Price or until earlier terminated as provided in this Agreement or until the contracted services as outlined in Clause 15 have been completed. 

TERMINATION FOR CAUSE

35.This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. 

EFFECT OF TERMINATION

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36.Client shall pay Contractor for all services rendered and work performed up to the effective date of termination for any reason subject to Client's rights to only pay fair value if Client terminates for cause. Contractor shall provide Client with an invoice for the foregoing fees within thirty (30) days of the effective date of the termination. Client shall pay the invoice within fourteen (14) days of receipt. 

LIMITED WARRANTIES:

37.SERVICES PROVIDED Contractor warrants that for a period of thirty (30) days from receiving of the Services Rendered, the Services will provided in accordance with all the material terms of the Services Specifications. All warranty claims not made in writing within such period shall be deemed waived. As the sole and exclusive remedy of Client for breach of the foregoing warranty, Contractor shall, at its option, either correct the nonconformity or refund to Client the amount attributable to the number of actual hours Contractor spent developing the defective portion of the Services Rendered. Contractor shall not be liable for failures caused by third party hardware or software (including Client's own systems), misuse of the Services provided, or the negligence or wilful misconduct of Client. 

PERFORMANCE OF PROFESSIONAL SERVICES

38.Contractor warrants that the professional services will be performed in a workmanlike and professional manner by appropriately qualified personnel. Notwithstanding the above, Client's exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which Client paid during the term of this Agreement. 

FORCE MAJEURE

39.Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; or foreign governmental actions; strikes; communications, network/internet connection, or utility interruption or failure; fire; flood; epidemic; and freight embargoes. 

INDEPENDENT CONTRACTOR STATUS

and warrants that Client has the right to use and install the third-party software, and have paid the applicable licensing fees for the third party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. Client agrees to defend, indemnify and hold harmless Contractor and its employees, officers and directors for, from and against any and all claims brought against Contractor and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party’s rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. Client agree that in such an event Client shall pay all resulting costs, damages, expenses and reasonable attorneys’ fees that a court awards and settlements incurred by Contractor in connection with any such claims.

LAW AFFECTING ELECTRONIC COMMERCE

43.The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Contractor and its sub-Contractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce. Contractor warrants that it will secure, as needed on e-commerce sites, a valid SSL certificate on any site which will transmit, receive, process or have access to sensitive data of any sort. 

DISPUTES

44.Client and CONTRACTOR agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Jefferson County, Alabama and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Alabama sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Alabama or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court. 

TRADEMARKS

including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

SEVERABILITY

46.In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force. 

WAIVER

47.Neither party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement. 

ASSIGNMENT

48.Neither party may not assign this Agreement or any of its rights or obligations or the license hereunder, without the prior written consent of the other. 

REMEDIES NOT EXCLUSIVE

49.The remedies available to the parties under this Agreement are cumulative and not exclusive to each other, and any such remedy will not be deemed or construed to affect any right which either of the parties is entitled to seek at law, in equity or by statute. 

CHOICE OF LAW AND JUSRISDICTION

50.This Agreement will be governed and interpreted by the laws of Malaysia, without regard to its conflicts of law provisions. The parties hereby irrevocably and unconditionally agree to the non-exclusive jurisdiction of the courts of the jurisdiction in Malaysia, and all courts competent to hear appeals there from. 

ENTIRE AGREEMENT

51.This Agreement and all exhibits, schedules, and Change Order(s) set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. This Agreement may be amended only by a written agreement signed by both parties. 

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

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APPENDIX 1

APPENDIX 1

PROCESS AND TIMELINE

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This Shares Reimbursement Agreement (the “Agreement”) is effective on 6th August 2021,

WHEREAS:

1)DTI is listed in OTCQB and a corporation duly organized, existing and in good standing under the laws of the Province of British Columbia and has the corporate power to conduct the business which it conducts and proposes to conduct. 

2)LK is an existing registered shareholder of DUSYF shares. 

Definitions and Interpretation

In this Agreement, the following terms shall have the following meanings:

“Agreement”means this Reimbursement Share Agreement, and all schedules and amendments to in the Agreement 

“DUSYF”Stock quote for Duesenberg Technologies Inc. Common Stock at the OTC Markets. 

“The Company”Shall mean Duesenberg Technologies Inc. 

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

“MI 51-105”means Multilateral Instrument 51-105 - Issuers Quoted in the U.S. Over-the-Counter Markets, as amended; 

“SEC”means the United States Securities and Exchange Commission; 

“Securities Act”means the United States Securities Act of 1933, as amended; and 

“Shares”means those common shares of the Company to be reimburse by DTI. 

“Related companies”Includes companies that are directly and indirectly related with the companies either by shares, common directors or licensed agreement and/or also includes directly or indirectly a subsidiaries or associates companies. 

“VCG”Shall mean Veritas Consulting Group Inc. 

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I.Words applicable to natural persons include any body of persons, company, corporation, firm or partnership corporate or incorporate and vice versa.  It shall also include such person’s heirs, personal representatives, successor-in-title, and permitted assigns.  All references to a company shall include such company’s successor-in-title and permitted assigns.  Words importing the masculine gender shall include the feminine and neuter genders and vice versa.  Words importing the singular number shall include the plural number and vice versa. 

II.Where two or more persons or parties are included or comprised in any expressions, agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such persons or parties be deemed to be made by and be binding upon such persons or parties jointly and severally. 

NOW IT IS HEREBY AGREED AS FOLLOWS:-

a)LK has signed an agreement (Appendix I) with VCG on LK’s share transfer for the general business development consultation services provided to DTI. 

b)LK agrees and acknowledge that DTI shall only reimburse LK after the services have been rendered to DTI by VCG. 

c)LK agreed with acknowledgment there are risk associated with the shares transfer to VCG and VCG has been informed of the shares transfers shall be restricted and comply with all regulators such as SEC and FINRA. 

d)LK agreed and acknowledged, LK may not receive any reimbursement should VCG does not provide or perform the services to DTI as per agreement between LK and VCG (Agreement as per Appendix I). 

e)LK agrees and acknowledged the reimbursement on new issues shares from DTI is subject to restrictions and will comply with all regulators’ such as SEC and FINRA before any shares can issue to LK. 

f)DTI and LK agreed the reimbursement of new shares to LK shall be at the basis of one (1) to one (1) shares exchange only regardless of the share price at the time of issue. 

g)LK agrees and acknowledged that there are no additional claims nor interest to DTI for LK’s shares transfer to VCG. DTI shall not bear nor responsible for any loss in value in any way, shape or form for the new shares reimbursed. 

h)DTI agreed and will only commence reimbursement by way of DUSYF new shares issue and cause to transfer of DUSYF shares to LK for a total of Three Hundred Thousand (300,000) shares after the completion of services provided by VCG. 

i)Upon completion and fulfillment of this Agreement, both parties shall have no further claims for shares due in to the other party in any way, shape or form. 

j)The stamp and legal costs of this Agreement will be borne by both parties. 

k)This Agreement is binding on the successors and assigns of the parties hereto. 

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1.REIMBURSEMENT OF SHARES 

1.1Upon the terms and subject to the conditions of this Agreement, the DTI hereby agrees to issue new shares to LK, and LK hereby agrees to the reimbursement of shares from the DTI, 300,000 (three hundred thousand) common shares (the “Company Shares”) of Duesenberg Technologies Inc., a British Columbia company (the “Company”), free and clear of all liens, charges, and encumbrances whatsoever. 

2.COVENANTS, REPRESENTATIONS AND WARRANTIES OF LK 

LK hereby covenants with and acknowledges, represents and warrants to DTI or as follows, and acknowledges that DTI is relying upon such covenants, acknowledgements, representations and warranties in connection with the reimbursement of the Company Shares to the LK:

2.1LK is not a “U.S. Person” as that term is defined in Rule 902 the United States Securities Act of 1933, as amended (the “Securities Act”), and is not acquiring the Company Shares for the account or benefit of any U.S. Person. 

2.2LK is a resident of that jurisdiction set forth in the LK’s address appearing on the first page of this Agreement and was not in the United States either at the time of the offer to reimburse with the Company Shares was received by LK or at the time of the LK’s decision to accept the Company Shares. 

2.3LK acknowledges and agrees that DTI has to adhere to the term defined in Rule 144 of the Securities Act and as such the Company Shares are “restricted securities” as defined in Rule 144 of the Securities Act. LK further acknowledges and agrees that the reimbursement of the Company Shares by DTI has not been registered under the Securities Act or any applicable state securities laws, and that all certificates representing the Company Shares will be endorsed with a restrictive legend substantially similar to the following: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN

ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

2.4LK agrees to resell the Company Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. LK further agrees that the Company will refuse to register any transfer of the Company Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. 

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2.5LK agrees not to engage in hedging transactions with regards to the Company Shares unless such hedging transactions are made in compliance with the provisions of the Securities Act. 

2.6LK is acquiring the Company Shares for investment purposes for LK’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that LK has no present intention of selling, granting any participation in, or otherwise distributing the same. LK does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Company Shares. 

2.7 LK possesses the financial and business experience to make an informed decision to acquire the Company Shares and has had access to all information relating to the Company and its business operations which would be necessary to make an informed decision to purchase the Company Shares.  LK has had full opportunity to review the Company’s periodic filings with the SEC pursuant to the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, the Company’s annual reports, quarterly reports, current reports and additional information regarding the business and financial condition of the Company.  LK has had full opportunity to ask questions and receive answers from the Company regarding this information, and to review and discuss this information with LK’s legal and financial advisors. LK believes he/she/it has received all the information he/she/it considers necessary or appropriate for deciding whether to accept the Shares and that LK has had full opportunity to discuss this information with LK’s legal and financial advisors prior to executing this Agreement. 

2.8 LK acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only persons who can afford the loss of their entire investment should consider investing in the Company. LK is an investor in securities of businesses in the development stage and acknowledges that LK is able to fend for himself/herself/itself, can bear the economic risk of LK’s investment, and has such knowledge and experience in financial or business matters such that LK is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement. 

2.9LK has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by LK will, when executed constitute, a valid and legally binding obligation of LK, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 

2.10LK has satisfied himself/herself/itself as to the full observance of the laws of LK’s jurisdiction in connection with accepting of the Company Shares, including (i) the legal requirements within LK’s jurisdiction for accepting of the Company Shares; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Company Shares; and (v) any restrictions on transfer applicable to any disposition of the Company Shares imposed by the jurisdiction in which LK is resident 

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3.COVENANTS, REPRESENTATIONS AND WARRANTIES OF DTI 

DTI covenants with and acknowledges, represents and warrants to LK as follows, and acknowledges that LK is relying upon such covenants, acknowledgements, representations and warranties in connection with accepting by LK of the Company Shares:

3.1DTI is the legal, beneficial and recorded owner of the Company Shares, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever. 

3.2No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for accepting of any of the Company Shares from DTI. 

3.3The Company Shares are validly issued, fully paid and non-assessable common shares of the Company. 

3.4Neither DTI, the Company, any of their respective affiliates, nor anyone acting on their behalf, has engaged in any in any directed selling efforts in the United States in connection with the offer or sale of the Company Shares. For purposes of this Agreement, “directed selling efforts” has the meaning set forth in Rule 902(c) of the Securities Act. 

3.5DTI has full power, capacity and authority to enter into this Agreement on the terms and conditions set forth herein, and this Agreement constitutes, and all other documents required to be executed and delivered by DTI will, when executed constitute, a valid and legally binding obligation of DTI, enforceable in accordance with their terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 

4.CLOSING AND POST-CLOSING ARRANGEMENTS 

4.1Closing of the reimbursement of the Company Shares shall take place on a date, at a time, and at a location mutually agreed upon by the parties hereto. 

4.2Upon closing: 

(a)DTI shall deliver to LK the certificates representing all of the Company Shares duly endorsed in blank for transfer or with a stock power of attorney (in either case with the signature guaranteed by an appropriate official), with any and all applicable security transfer taxes paid, and together with all other instruments, certificates or documents as may be required by the Company’s transfer agent to record the transfer of the Company Shares to LK or as may otherwise be required to transfer the Company Shares to LK free and clear of all liens, charges and encumbrances of any kind whatsoever; and 

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5.GENERAL PROVISIONS 

a.Time shall be of the essence of this Agreement. 

b.This Agreement contains the whole agreement between the parties hereto in respect of the reimbursement of the Company Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement. 

c.This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. LK may not assign this Agreement without the consent of DTI, which consent may be withheld for any reason whatsoever. 

d.Any notice to be given under this Agreement shall be duly and properly given if made in writing and delivered or telecopied to the addressee at the address as set out on page one of this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if telecopied, on the next business day after it was telecopied. Any party hereto may change its address for notice from time to time by providing notice of such change to the other parties hereto in accordance with the foregoing; 

e.This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. 

f.This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Malaysia, and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of Malaysia, 

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date of this Agreement

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APPENDIX I

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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is made effective as of the 30 day of August, 2021.

BETWEEN:

IAN GEORGE THOMPSON, with an address of

448 Wordsworth Street

Ferndale, Michigan 48220. USA

(the “Creditor”)

OF THE FIRST PART

AND:

DUESENBERG TECHNOLOGIES INC., a British Columbia company with a corporate office at Suite 810, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2

(the “Company”)

OF THE SECOND PART

WHEREAS:

A.As of the date of this Agreement, the Company was indebted to the Creditor in the amount of the Indebtedness for services provided by the Creditor; and 

B.The Creditor and the Company have agreed to settle the Indebtedness by issuance to the Creditor of common shares of the Company at a price of USD$0.38 per share on the terms and conditions set out herein, 

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.DEFINITIONS 

1.1The following terms will have the following meanings for all purposes of this Agreement. 

(a)“Agreement” means this Debt Settlement Agreement, and all schedules and amendments to in the Agreement; 

(b)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended; 

(c)“Indebtedness” means the indebtedness of the Company to the Creditor in the amount of USD$50,322.58; 

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(d)“MI 51-105” means Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets of the Canadian Securities Administrators, as amended; 

(e)“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators, as amended; 

(f)“Offered Securities” means the Shares; 

(g)“Offering” means the offering of the Offered Securities being made by the Company pursuant to this Agreement; 

(h)“Purchase Price” means the purchase price payable by the Creditor to the Company in consideration for the purchase and sale of the Shares in accordance with Section 2.1 of this Agreement; 

(i)“SEC” means the United States Securities and Exchange Commission; 

(j)“Securities Act” means the United States Securities Act of 1933, as amended; 

(k)“Shares” means common shares of the Company. 

1.2All dollar amounts referred to in this agreement are in United States funds, unless expressly stated otherwise. 

2.PURCHASE AND SALE OF SHARES 

2.1Subject to the terms and conditions of this Agreement, the Creditor hereby subscribes for and agrees to purchase from the Company 132,428 Shares at a price equal to USD$0.38 per Share (the “Purchase Price”).  Upon execution, the subscription by the Creditor for the Shares will be irrevocable. 

2.2Notwithstanding any other provision of this Agreement, the Company’s obligation to issue Shares to the Creditor under the terms of this Agreement is conditional upon the Offering and the sale of the Shares to the Creditor complying with all securities laws and other applicable laws of the jurisdiction in which the Creditor is resident.  The Creditor agrees to deliver to the Company all other documentation, agreements, representations and requisite government forms required by the lawyers for the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Creditor. 

2.3The Creditor hereby authorizes and directs the Company to deliver the securities to be issued to such Creditor pursuant to this Agreement to the Creditor’s address indicated on the first page of this Agreement. 

3.SETTLEMENT OF INDEBTEDNESS 

3.1The Company and the Creditor agree to offset the full amount of the Purchase Price against the full amount of the Indebtedness. 

3.2Forthwith upon the execution of this Agreement by the Creditor and the Company, the Company agrees to deliver to the Creditor a share certificate representing the Shares issuable under this Agreement. 

3.3Upon the delivery by the Company of the share certificate representing the Shares issuable under this Agreement, the Creditor agrees to remise, release and forever discharge the Company and its  

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respective directors, officers, servants and agents (collectively the “Releasees”) from any and all debts, obligations, claims, demands, dues, actions and causes of action whatsoever, at law or in equity, and whether known or unknown, suspected or unsuspected which the Creditor has or may in the future have against the Releasees or any of them with respect to any matter relating to the Indebtedness, whether on account of principal, interest or otherwise.

4.U.S. RESTRICTED SHARE AGREEMENTS OF THE CREDITOR 

4.1The Creditor represents and warrants to the Company that the Creditor is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.  A copy of the definition of a US Person as set out in Regulation S is attached as Schedule A to this Agreement. 

4.2The Creditor acknowledges, represents and warrants to the Company that the Creditor was not in the United States both at the time the offer to purchase the Shares was received and at the time the Creditor’s decision to purchase the Shares was made. 

4.3The Creditor acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Creditor in accordance with Regulation S of the Securities Act. 

4.4The Creditor agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. 

4.5The Creditor agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws.  The Creditor further agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable state securities laws. 

4.6The Creditor acknowledges and agrees that all certificates representing the Shares will be endorsed with restrictive legends substantially similar to the following in accordance with Regulation S of the Securities Act and MI 51-105: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.   SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

“THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION IN CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET.”

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5.ADDITIONAL AGREEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE CREDITOR 

The Creditor agrees, covenants, represents and warrants with and to the Company as follows, and acknowledges that the Company is relying upon such agreements, covenants, representations and warranties in connection with the sale of the Shares to such Creditor:

5.1The Creditor is an “accredited investor” as that term is defined in NI 45-106 and the Creditor has completed, signed, and delivered with this Agreement, a copy of the Canadian Accredited Investor Certificate and Risk Acknowledgement Form attached as Schedules A and B to this Agreement. 

5.2The Creditor acknowledges and agrees that (i) the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, (ii) the Offered Securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met, (iii) the Creditor will comply with such conditions in making any trade of the Offered Securities in or from a jurisdiction in Canada and (iv) the Company will refuse to register any transfer of the Offered Securities made in connection with a trade of the Offered Securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105: 

(a)A four month period has passed from the later of (i) the date that the Company distributed the Offered Securities, and (ii) the date the Offered Securities were distributed by a control person of the Company; 

(b)If the person trading the Offered Securities is a control person of the Company, such person has held the Offered Securities for at least 6 months; 

(c)The number of Offered Securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; 

(d)The trade is made through an investment dealer registered in a jurisdiction in Canada; 

(e)The investment dealer executes the trade through any of the over-the-counter markets in the United States; 

(f)There has been no unusual effort made to prepare the market or create a demand for the Offered Securities; 

(g)No extraordinary commission or other consideration is paid to a person for the trade; 

(h)If the person trading the Offered Securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and 

(i)All certificates representing the Offered Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. 

5.3The Creditor represents and warrants that it is a resident of the jurisdiction specified in the Creditor’s address as set out in the first page to this Agreement and that it does not presently intend to trade any of the Offered Securities in or from a jurisdiction in Canada.  If the Creditor does, in the future, intend to trade the Offered Securities in or from a jurisdiction in Canada, it will, in addition to complying with the provisions of Section 4.2, re-submit all certificates representing the Offered Securities to the Company for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates. 

5.4The Creditor acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may  

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require substantial funds in addition to the proceeds of this private placement, and that only creditors who can afford the loss of their entire investment should consider investing in the Company.  The Creditor is an investor in securities of businesses in the development stage and acknowledges that the Creditor is able to fend for himself/herself/itself, can bear the economic risk of the Creditor's investment, and has such knowledge and experience in financial or business matters such that the Creditor is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement.

5.5If the Creditor is not an individual, was not organized for the purpose of acquiring the Offered Securities. 

5.6The Creditor has had full opportunity to review the Company’s periodic filings with the SEC pursuant to the Exchange Act, and the Company’s filings on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), including, but not limited to, the Company’s annual reports, quarterly reports, current reports and additional information regarding the business and financial condition of the Company.  The Creditor has had full opportunity to ask questions and receive answers from the Company regarding this information, and to review and discuss this information with the Creditor's legal and financial advisors.  The Creditor believes he/she/it has received all the information he/she/it considers necessary or appropriate for deciding whether to purchase the Shares and that the Creditor has had full opportunity to discuss this information with the Creditor’s legal and financial advisors prior to executing this Agreement. 

5.7The Creditor acknowledges that the offering of the Offered Securities by the Company has not been reviewed by the SEC or any other securities commission or regulatory body, and that the Offered Securities are being issued by the Company pursuant to an exemption from registration under the Securities Act and an exemption from the prospectus requirements under applicable Canadian securities laws. 

5.8The Creditor understands that the Offered Securities will be characterized as “restricted securities” under the Securities Act as they are being acquired from the Company in a transaction not involving a public offering and that, under the Securities Act and the regulations promulgated thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Creditor represents that the Creditor is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 

5.9The Offered Securities will be acquired by the Creditor for investment for the Creditor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Creditor has no present intention of selling, granting any participation in, or otherwise distributing the same.  The Creditor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Offered Securities. 

5.10The Creditor is not aware of any advertisement or general solicitation regarding the offer or sale of the Company’s securities. 

5.11This Agreement has been duly authorized, validly executed and delivered by the Creditor. 

5.12The Creditor acknowledges that this Agreement and the Schedules hereto require the Creditor to provide certain personal information to the Company.  Such information is being collected by the Company for the purposes of completing the Offering, which includes, without limitation, determining the Creditor's eligibility to purchase the Offered Securities and any other securities issuable hereunder under applicable securities laws, or preparing and registering certificates representing the Offered Securities to be issued to the Creditor, as the case may be, and completing filings required by any stock exchange or securities regulatory authority. The Creditor's personal information may be disclosed by the Company to stock exchanges or securities  

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or other regulatory authorities, and any of the other parties involved in the Offering, including the Company’s legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the Creditor is deemed to be consenting to the foregoing collection, use and disclosure of the Creditor's personal information. The Creditor also consents to the filing of copies or originals of any of the Creditor's documents described herein as may be required to be filed with any stock exchange or securities or other regulatory authority in connection with the transactions contemplated hereby.

5.13The Creditor has satisfied himself/herself/itself as to the full observance of the laws of the Creditor's jurisdiction in connection with any invitation to subscribe for the Offered Securities or any use of this Agreement, including (i) the legal requirements within the Creditor's jurisdiction for the purchase of the Offered Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Offered Securities; and (v) any restrictions on transfer applicable to any disposition of the Offered Securities imposed by the jurisdiction in which the Creditor is resident. 

6.REPRESENTATIONS BY THE COMPANY 

6.1The Company represents and warrants to the Creditor that: 

(a)The Company is a corporation duly organized, existing and in good standing under the laws of the Province of British Columbia and has the corporate power to conduct the business which it conducts and proposes to conduct. 

(b)The Shares, when issued in accordance with the terms and conditions of this Agreement, will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company. 

7.MISCELLANEOUS 

7.1Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, at its corporate office at Suite 810, 789 West Pender Street, Vancouver, British Columbia V6C 1H2, and to the Creditor at his/her/its address indicated on the last page of this Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received. 

7.2The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. 

7.3The Creditor agrees that the representations, warranties and covenants of the Creditor herein will be true and correct both as of the execution of this Agreement and as of the date of this Agreement will survive the closing of the transactions contemplated in this Agreement.  The representations, warranties and covenants of the Creditor herein are made with the intent that they be relied upon by the Company in determining the eligibility of a purchaser of Offered Securities and the Creditor agrees to indemnify the Company and its respective trustees, affiliates, shareholders, directors, officers, partners, employees, advisors and agents against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur which are caused or arise from a breach thereof.  The Creditor undertakes to immediately notify the Company at the address set out above of any change in any statement or other information relating to the Creditor set forth herein. 

7.4Time shall be of the essence hereof. 

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7.5This Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. 

7.6The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Creditor and the Company and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Creditor who is acting as nominee or agent to the beneficial owner and as otherwise herein provided, this Agreement shall not be assignable by any party without prior written consent of the other parties. 

7.7The Creditor, on his/her/its own behalf and, if applicable, on behalf of others for whom he/she/it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Creditor, on his/her/its own behalf and, if applicable, on behalf of others for whom he/she/it is contracting hereunder. 

7.8Neither this Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought. 

7.9The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision hereof. 

7.10The headings used in this Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. 

7.11Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the province of British Columbia. 

7.12This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart. 

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IN WITNESS WHEREOF, this Agreement is executed as of the day and year first written above.

by Creditor:

/s/ Ian George Thompson

Name: Ian George Thompson

Passport No: [redacted]

DUESENBERG TECHNOLOGIES INC.

by its authorized signatory:

/s/ Lim Hun Beng

Name: Lim Hun Beng

Title: Executive Chairman/President

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SCHEDULE A

U.S. ACCREDITED INVESTOR CONFIRMATION

TO: Duesenberg Technologies Inc.

The undersigned hereby certifies that undersigned is an “accredited investor” (an “Accredited Investor”) as that term is defined in Rule 501(a) of Regulation D of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) as a result of satisfying the requirements of the paragraphs below to which the undersigned has affixed his or her initials.  ALL REFERENCES TO DOLLAR AMOUNTS IN THIS CERTIFICATE ARE TO THE LAWFUL CURRENCY OF THE UNITED STATES.

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	Category 13.	A natural person whose individual net worth, or joint net worth with that person’s spouse excluding the value of his or her primary residence, net of any mortgage obligation secured by such property, at the date hereof exceeds $1,000,000 (for purposes of this section, if the mortgage or other indebtedness secured by primary residence  exceeds its value, and the mortgagee or other lender has recourse to the undersigned personally for any deficiency, the amount must be deducted from net worth); or
	Category 14.	A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
	Category 15.	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or
	Category 16.	Any entity in which all of the equity owners meet the requirements of at least one of the above categories.
	Category 13A or 14A.	An Individual Retirement Account (or ‘IRA’), the beneficial owner of which is an Accredited Investor under paragraph(s) _____________ [insert one or both of Category 13 or 14].
	Category 15A.	A revocable trust which does not satisfy Category 15, which may be revoked or amended at any time by its settlors (grantors) and each of its settlors is an Accredited Investor under Category 13.

All capitalized terms not defined herein shall have the meaning assigned to them in the Declaration to which this Appendix “A” is attached.

Dated:  30th August, 2021

/s/ Ian George Thompson

Signature of Subscriber

(or authorized signatory of Subscriber if not a natural person)

Ian George Thompson

Name of Subscriber

_______________________________

Name and Title of Authorized Signatory (if not a natural person)

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