UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 16, 2018

 

iMine Corporation

(Exact name of registrant as specified in Charter)

 

Nevada

 

000-55233

 

27-3816969

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(IRS Employee

Identification No.)

 

8520 Allison Pointe Blvd Ste. 223 #87928

Indianapolis, Indiana 46250

(Address of Principal Executive Offices)

 

(877) 464-6388

(Registrant’s Telephone number)

 

Diamante Minerals, Inc.

203-1634 Harvey Avenue

Kelowna, British Columbia, Canada V1Y 6G2

(former name and address of registrant)

 

Copies to:

Asher S. Levitsky PC

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas; Suite 1100

New York, New York 10105-0302

Phone: (646) 895-7152

Fax: (212) 370-7889

E-mail: alevitsky@egsllp.com

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 
 

Item 3.02. Unregistered Sales of Equity Securities.

 

On March 19, 2018, the Company issued of 17,500,000 shares of common stock, valued at $350,000, to Daniel Tsai, its newly-elected chief executive officer, pursuant to an employment agreement dated March 19, 2018. The employment agreement is described in Item 5.02.

 

On March 19, 2018, the Company issued 7,500,000 shares of common stock to a consultant pursuant to a consulting agreement dated March 19, 2018.

 

The issuance of the shares to the chief executive officer and the consultant was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The shares are being held for investment and the certificates will bear the Company’s standard investment legend.

 

On March 20, 2018, the Company authorized the issuance of its 5% two-year convertible secured promissory notes in the principal amount of $500,000. The notes are convertible into common stock at a conversion price of $0.02 per share. The proceeds of the notes are being used to purchase equipment to be used in the mining of crypto currency, and, to the extent that the proceeds of the loan are being used to purchase such equipment, the Company will grant the lender a security interest in the purchased equipment. As of the date of this report, the Company has received $200,000 from the lender and the Company issued notes in the principal amount of $100,000 dated March 16, 2018 and March 20, 2018. The issuance of the notes and, upon conversion of the notes, the common stock is exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The shares are being held for investment and the certificates will bear the Company’s standard investment legend.

 

On March 22, 2018, the Company entered into a release agreement pursuant to which the Company agreed to issue to Chad Ulansky, its former director and chief executive officer, 1,500,000 in satisfaction of any obligations the Company had to Mr. Ulansky, including obligations under his employment agreement and deferred stock agreement. The issuance of the shares to Mr. Ulansky was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The shares are being held for investment and the certificates will bear the Company’s standard investment legend.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 16, 2018:

 

 

i. Daniel Tsai was appointed as a director by the existing board.

 

ii. Upon the election of Mr. Tsai, Chad Ulansky, the Company’s sole director, resigned as director and officer.

 

iii. Jennifer Irons resigned as chief financial officer

 

iv. Daniel Tsai was appointed as chief executive officer, chief financial officer, president and secretary.

 

Mr. Tsai, age 38, has been a consultant to privately-owned crypto currency mining operations based in various countries since 2013, and he has been involved in blockchain crypto currency based mining since late 2009. In 2004 he founded and from 2004 until 2009, he operated a China-based virtual-currency “play-money workshop” for massively multiplayer online role-playing games. The company’s business model was to have its employees play massively multiplayer online games to acquire in-game currencies while later selling the in-game currencies for real-world currencies. Mr. Tsai has extensive experience in crypto currency mining, mining pools and mining hardware equipment and design.

 

On March 19, 2018, the Company entered into a one-year employment agreement with Mr. Tsai, pursuant to which the Company issued to Mr. Tsai 17,500,000 shares of common stock, valued at $350,000, and agreed to pay Mr. Tsai $164,706 to cover the federal income tax on the value of the stock and the tax payment. The shares are fully vested.

 

In connection with the resignations of Mr. Ulansky and Ms. Irons, the Company entered into release agreements with them pursuant to which the Company agreed to issue 1,500,000 shares of common stock to Mr. Ulansky and pay $25,000 to Ms. Irons in full satisfaction of any obligations, including obligations under employment agreements and deferred stock agreements, the Company has to them.

 

None of the former officers or directors resigned because of a disagreement on any matter relating to the Company’s operations, policies or practices.

 

 

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

 

On March 20, 2018, the Company changed its corporate name to iMine Corporation through the merger of the Company with its wholly-owned subsidiary, iMine Corporation, a Nevada corporation (the “Subsidiary”). Pursuant to an agreement and plan of merger between the Company and the Subsidiary, the Subsidiary was merged with and into the Company and the Company’s name was changed to iMine Corporation. The only change to the Company’s articles of incorporation was the change of the Company’s corporate name to iMine Corporation. Pursuant to Section 92A,180 of the Nevada Revised Statutes, the merger did not require stockholder approval. The change of name will take place in the marketplace upon approval by FINRA.

 

Item 8.01 Other Events .

 

The Company has been engaged in development of mining assets. However, the Company never generated any revenue from such business and has discontinued such business which will be treated as a discontinued operations. The Company, with new management, intends to engage in the mining for crypto currency which it intends to sell on one or more of the exchanges that have developed for crypto currency. The crypto currency business is highly speculative and the Company can give no assurance that it can or will ever operate profitably.

 

Item 9.01. Financial Statements and Exhibits .

 

Exhibits

 

 

 

 

 

2.1

 

Plan and agreement of merger dated March 19, 2018 between the Company and iMine Corporation.
3.1

 

Articles of merger of iMine Corporation into the Company
99.1

 

Form of Loan and Security Agreement dated March 20, 2018

99.2

 

Form of 5% secured convertible promissory note.
99.3

 

Employment agreement dated March 19, 2018 between the Company and Daniel Tsai.
99.4

 

Consulting agreement dated March 19, 2018 between the Company and Iconic Private Equity Partners.
99.5

 

Release agreement between the Company and Chad Ulansky.

 

 

3

 
 

 

 

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 hereunto duly authorized.

 

IMine Corporation
       
Date: March 22, 2018 By: /s/ Daniel Tsai

 

 

Daniel Tsai

 
   

Chief Executive Officer

 

 

 

 

EXHIBIT 2.1

 

AGREEMENT AND PLAN OF MERGER

 

AGREEMENT AND PLAN OF MERGER dated as of March 19, 2018 by and between Diamante Minerals, Inc., a Nevada corporation (“Diamante”), and iMine Corporation, a Nevada corporation (“Subsidiary”)

 

WHEREAS, Subsidiary is the wholly-owned subsidiary of Diamante; and

 

WHEREAS, the board of directors Diamante deems it advisable and in the best interests of its stockholders that Subsidiary be merged with and into Diamante, with Diamante remaining as the surviving corporation under the name “iMine Corporation”; and

 

WHEREAS, the board of directors of Diamante have approved the plan of merger embodied in this Agreement pursuant to NRS 92A.180; and

 

WHEREFORE, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

 

1. The Merger

 

(a) The Merger . Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Subsidiary shall be merged with and into Diamante in accordance with the laws of the State of Nevada (the “Merger”). The separate existence of Subsidiary shall cease, and Diamante shall be the surviving corporation under the name “iMine Corporation” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.

 

(b) Effective Date . The Merger shall become effective on the date and at the time (the “ Effective Date ”) that:

 

(i) the Articles of Merger, in substantially the form approved by the Board of Directors of Diamante, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada;

 

(ii) after satisfaction of the requirements of the laws of the State of Nevada.

 

(c) Articles of Incorporation . On the Effective Date, the Articles of Incorporation of Diamante, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article I of the Articles of Incorporation of Diamante, as the Surviving Corporation, shall be amended to state that the name of the corporation is “iMine Corporation.”

 

(d) Bylaws . On the Effective Date, the Bylaws of Diamante, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

 

(e) Directors and Officers . The directors and officers of Diamante immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

 

 

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2. Effect of the Merger upon Shares

 

(a) Common Stock of Diamante . The capital stock of Diamante shall not affected by the Merger. Each share of common stock of Diamante, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall continue to represent one fully paid and non-assessable share of the common stock, par value of $0.001 per share, of Diamante, as the Surviving Corporation.

 

(b) Common Stock of Subsidiary . Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Subsidiary, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

 

3. Effect of the Merger

 

(a) Rights and Privileges . On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Subsidiary and Diamante; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Subsidiary and Diamante on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Subsidiary or Diamante, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Subsidiary and Diamante shall be preserved unimpaired, and all liens upon the property of Subsidiary or Diamante shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

 

(b) Further Assurances . From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Subsidiary such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Subsidiary and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Subsidiary or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

 

4. General

 

(a) Abandonment . Notwithstanding any approval of the Merger or this Agreement by Diamante, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by Diamante.

 

 

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(b) Amendment . At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of Diamante.

 

(c) Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

 

(d) Counterparts . In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

 

(e) Electronic Means . Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

 

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

 

 

IMINE CORPORATION
     
By: /s/ Daniel Tsai

 

Daniel Tsai  
  Chief Executive Officer  
     

 

 

 

DIAMANTE MINERALS, INC.

 

 

 

 

By:  

/s/ Daniel Tsai 

 

 

Daniel Tsai

 

 

Chief Executive Officer

 

 

 

 

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EXHIBIT 3.1

 

 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 

 

EXHIBIT 99.1

 

LOAN AND SECURITY AGREEMENT

 

This loan and security agreement made and entered as of the 20 th day March, 2018, by and between iMine Corporation, a Nevada corporation formerly known as Diamante Minerals, Inc. (the “Company”), iMine Corporation, an Indiana corporation and wholly-owned subsidiary of the Company (the “Subsidiary”), and [investor] (the “Lender”).

 

W I T N E S S E T H:

 

WHEREAS, the Lender has agreed to make loans (the “Loans”) to the Company in the total amount of $500,000, of which $200,000 has been advanced as of the date of this Agreement; and

 

WHEREAS, the Company intends to use the proceeds of the Loan (i) for the purchase by the Subsidiary of equipment to be used by the Subsidiary for the mining of crypto currency and (ii) by the Company for working capital including the expenses of incurred in connection with this Agreement; and

 

WHEREAS, the Company and the Subsidiary are issuing to the Lender their joint and several promissory notes (the “Notes”) in the form attached as Exhibit A to this Agreement; and

 

WHEREAS, to the extent that the proceeds of the loan by Lender are being used to purchase equipment; the Company’s and Subsidiary’s obligations under the Note will be secured by a security interest in the Collateral, as hereinafter defined;

 

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

 

1. Definitions .

 

(a) “ Affiliate ” means a Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person(s) in question. The term “control,” as used in the immediately preceding sentence, means, with respect to a Person that is a corporation, the right to the exercise, directly or indirectly, of more than 50% of the voting rights attributable to the shares of such controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such controlled Person.

 

(b) “ Articles of Incorporation ” means the articles of incorporation of the Company or the Subsidiary, as the same may be amended from time to time.

 

(c) “ Bylaws ” means the bylaws of the Company and the Subsidiary, as the same may be amended from time to time.

 

(d) “ Collateral ” shall mean the equipment purchased by the Subsidiary using the proceeds of the Notes provided that no other borrowed funds are used to purchase the equipment and the Proceeds of the Collateral. In the event that the Subsidiary uses the proceeds of the Notes as well as the proceeds of other borrowed funds to purchase equipment, both the Lender and the other lender(s) shall have a security interest in the equipment and the UCC shall be filed on behalf of Lender and the other lender(s).

 
 
 
 

 

(e) “ Common Stock ” means the Company’s common stock, par value $0.001 per share.

 

(f) “ Conversion Shares ” mean the shares of Common Stock issuable upon conversion of the Notes.

 

(g) “ Governing Documents ” means the Certificate of Incorporation and Bylaws.

 

(h) “ Lien ” shall means any claim, lien, pledge, option, charge, easement, security interest, mortgage, hypothecation, encumbrance, right of first refusal or first offer, rent or royalty, restriction or other similar right or interest of any nature of any third party, marital or spousal right, whether contractual or statutory.

 

(i) “ Material Adverse Effect ” means any adverse effect on the business, operations, properties or financial condition of the Company or the Subsidiary, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company or the Subsidiary to perform any of its material obligations under this Agreement or the Notes to perform its obligations under any other material agreement.

 

(j) “ Nevada Law ” shall mean the corporation law of the State of Nevada.

 

(k) “ Notes ” mean the 5% secured convertible promissory notes jointly and severally issued by the Company and the Subsidiary in respect of Loans made by the Lender, which shall be in substantially the form of Exhibit A to this Agreement.

 

(l) “ Permitted Liens ” means, with respect to any item of Collateral, liens held by other lenders whose funds were used to purchase such item of Collateral.

 

(m) The term “ Person ” shall be broadly construed to include any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental body.

 

(n) “ Proceeds ” shall have the meaning set forth in the UCC.

 

(o) “ Secured Obligations ” shall mean all of the Company’s and the Subsidiary’s obligations under this Agreement and the Note.

 

(p) “ Securities Act ” means the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder.

 

(q) “ SEC ” means the Securities and Exchange Commission.

 

(r) “ Transaction Documents ” means this Agreement, all Exhibits attached hereto, the Note and the Security Agreement and all other documents and instruments to be executed and delivered by the parties in order to consummate the transactions contemplated hereby.

 
 
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(s) “ UCC ” means the Uniform Commercial Code as the same may from time to time be in effect in the State of Indiana (and each reference in this Agreement to an Article thereof shall refer to that Article as from time to time in effect); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Lender’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Indiana, the term “UCC” shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions. All terms defined in the UCC and not otherwise defined in this Agreement shall have the meanings set forth in the UCC.

 

(t) References . All references in this Agreement to “herein” or words of like effect, when referring to preamble, recitals, article and section numbers, schedules and exhibits shall refer to this Agreement unless otherwise stated.

 

2. Issuance of Notes .

 

(a) Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company and the Subsidiary shall issue their Notes in the aggregate principal amount of $200,000 with respect to the Loans of $200,000 previously made. As the Lender makes additional Loans, up to a total of $500,000, the Company shall issue additional Notes in the principal amount equal to the Loan. The Lender agrees to make the Loans not later than March 31, 2018 or such other date as may be acceptable to the Company.

 

(b) The Notes shall be convertible into Common Stock on the terms set forth in the Note.

 

(c) Payment of the Note shall be secured by a security interest in the Collateral, all as set forth in Section 6 of this Agreement.

 

3. Representations and Warranties of the Company and the Subsidiary . The Company and the Subsidiary jointly and severally represents and warrants to the Lender as follows:

 

(a) The Company is a corporation organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently and proposed to be conducted. The Subsidiary is a corporation organized, validly existing and in good standing under the laws of the State of Indiana, has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently and proposed to be conducted. Neither the Company nor the Subsidiary has failed to qualify to transact business as a foreign corporation in any jurisdiction where the failure to be so qualified would have a Material Adverse Effect.

 

(b) This Agreement and the Notes have been authorized by boards of directors of the Company and the Subsidiary and, when executed by the Company, the Subsidiary and the Lender, will constitute the valid and binding agreements of the Company and the Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies and except that remedies that the grant equitable relief are in the discretion of the court.

 

(c) The issuance of the Conversion Shares has been authorized by the Company’s board of directors and the Conversion Shares, when issued pursuant to the terms of the Notes will be free of restrictions on transfer other than restrictions on transfer under the Securities Act and other applicable state and federal securities laws and restrictions incurred by the Lender or to the which the Lender is subject.

 
 
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(d) The Company and the Subsidiary have all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

 

(e) The execution, delivery and performance by the Company and the Subsidiary of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the passage of time or giving of notice, result in any such material violation or default or result in the creation of any material lien, charge or encumbrance upon any asses of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

 

(f) There is no action, suit, proceeding or investigation pending or, to the Company’s or the Subsidiary’s knowledge, currently threatened against the Company or the Subsidiary that questions the validity of this Agreement or the Notes or the right of the Company or the Subsidiary to enter into this Agreement, to issue the Notes or to consummate the transactions contemplated hereby, or that could reasonably be expected to result, if determined adversely to the Company, in a Material Adverse Effect. Neither the Company nor the Subsidiary is a party to, or to the Company’s and Subsidiary’s knowledge named in, any order, writ, injunction, judgment or decree of any court, government agency or instrumentality.

 

(g) Subject in part to the truth and accuracy of the Lender’s representations set forth in this Agreement, the offer, sale and issuance of the Notes as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

 

(h) The Company has provided the Lender with all the information reasonably available to the Company that the Lender has requested for deciding whether to make the Loans.

 

(i) Neither the Company nor any of its executive officers, directors, 10% of greater equity holders (nor any other Company-related person covered by the applicable statute) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act or disclosure requirements of Rule 506(e).

 

(j) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

 

4. Representations and Warranties of the Lender . The Lender represents and warrants to the Company that:

 

(a) The Lender understands that the offer and sale of the Notes is being made only by means of this Agreement. The Lender understands that the Company has not authorized the use of, and the Lender confirms that he is not relying upon, any other information, written or oral, other than material contained in this Agreement. The Lender is aware that the making of the Loans involves a high degree of risk and that the Lender may sustain, and has the financial ability to sustain, the loss of his entire investment and understands that no assurance can be given that the Company will ever be profitable . Furthermore, in making the Loans, the Lender is not relying upon any projections, forecasts or any statements of any kind relating to future revenue, earnings, operations or cash flow in purchasing the Units.

 
 
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(b) The Lender understands that, until recently, the Company was engaged in development of mining assets. However, the Company never generated any revenue from such business and has discontinued such business. The Company, with new management, intends to engage in the mining for crypto currency which it intends to sell on one or more of the exchanges that have developed for crypto currency. The crypto currency business is highly speculative and the Company can give no assurance that it can or will ever operate profitably. The Lender is familiar with the crypto currency business, and the Lender has the ability to evaluate such risks.

 

(c) The Lender is an accredited investor and the information set forth in the Accredited Investor Questionnaire, which is set forth as Exhibit B, is true and correct. The Lender has a pre-existing relationship with the Company or its sole director.

 

(d) The Lender has such knowledge and experience in financial and business matters as to enable the Lender to understand the nature and extent of the risks involved in making the Loans\. The Lender is fully aware that such investments can and sometimes do result in the loss of the entire investment. The Lender has engaged its own counsel, accountants and investment advisors to the extent that the Lender deems it necessary.

 

(e) The Lender has no registration rights with respect to the Conversion Shares.

 

(f) The Lender is acquiring the Notes and, upon conversion of the Notes, the Conversion Shares, for investment and not with a view to the sale or distribution thereof, for the Lender’s own account and not on behalf of others; has not granted any other person any interest or participation in or right or option to purchase all or any portion of the Notes or Conversion Shares; is aware that the Notes and Conversion Shares are restricted securities within the meaning of Rule 144 of the SEC under the Securities Act, and may not be sold or otherwise transferred other than pursuant to an effective registration statement or an exemption from registration; and understands and agrees.

 

(g) The Lender will not transfer any Notes or Conversion Shares except in compliance with all applicable federal and state securities laws and regulations, and, in such connection, the Company may request an opinion of counsel reasonably acceptable to it as to the availability of any exemption. The Lender acknowledges and agrees that the Company will refuse to register any transfer of any Notes or Conversion Shares that is not made pursuant to an effective registration statement or an available exemption from the registration requirements of the Securities Act and in accordance with applicable state securities laws.

 

(h) The Lender represents and warrants that no broker or finder was involved directly or indirectly in connection with the Lender’s purchase of the Units pursuant to this Agreement. The Lender shall indemnify the Company and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the Lender’s warranty contained in this Section 3(h).

 
 
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(i) No person has made to the Lender any written or oral representations:

 

(i) that any person will resell or repurchase any of the Note or Conversion Shares;

 

(ii) as to the future price or value of the Common Stock.

 

(j) The funds used to pay the Purchase Price were not and are not directly or indirectly derived from activities that contravene (i) United States federal, state, or international laws and regulations, including anti-money laundering laws and regulations and (ii) if the Lender is a citizen or resident of a country other than the United States, the anti-money laundering and similar laws of such country. United States federal regulations and Executive Orders administered by Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists.

 

(k) To the best of the Lender’s knowledge, none of: (i) the Lender; (ii) any person controlling or controlled by the Lender; (iii) any person having a beneficial interest in the Lender; or (iv) any person for whom the Lender is acting as agent or nominee in connection with the purchase of the Units:

 

(i) is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. The Lender agrees to promptly notify the Company should the Lender become aware of any change in the information set forth in these representations; or

 

(ii) is a senior foreign political figure 1 , or any immediate family 2 member or close associate 3 of a senior foreign political figure, as such terms are defined in the footnotes below.

 

(l) The Lender is not affiliated with a non-U.S. banking corporation.

 

(m) The Lender’s address set forth on the signature page is the Lender’s true and correct address.

 

____________________

1 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

 

2 The “immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

 

3 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

 
 
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(n) The Lender understands that the Company is relying upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties and agreements of the Lender set forth herein, and the Lender acknowledges that he is not relying on any representation or warranty by the Company except as expressly set forth in this Agreement.

 

(o) Neither the Lender nor any affiliate of the Lender is a “bad actor” as defined in Section 506(d) of the SEC pursuant to the Securities Act or is subject to the disclosure requirements of Rule 506(e).

 

(p) The Lender has the requisite power and authority to enter into and perform this Agreement and to purchase the Note. The execution, delivery and performance of this Agreement by the Lender and the consummation by the Lender of the transactions contemplated hereby have been duly authorized by all necessary action where appropriate.

 

(q) The Lender is (i) an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) experienced in making investments of the kind described in this Agreement, (iii) able, by reason of the business and financial experience of its manager and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the securities being purchased by the Lender from the Company.

 

5. Covenants of the Company .

 

(a) As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, the maximum number of shares of Common Stock for the purpose of enabling the Company to issue the Conversion Shares.

 

(b) At such time as the Subsidiary shall purchase equipment which constitutes Collateral using the proceeds of any Loan, the Company will provide the Lender with a description of and serial number for any equipment which constitutes Collateral, and the Lender may file a UCC-1 Financing Statement describing such collateral with the Secretary of State of the State of Indiana naming the Subsidiary as the debtor.

 

6. Security Agreement .

 

(a) As collateral security for the full, prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration, full conversion or otherwise) of all the Secured Obligations and in order to induce the Lender to make the Loans, the Subsidiary hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Lender a security interest in all of the Subsidiary’s right, title and interest in, to and under the Collateral.

 

(b) The Subsidiary shall not:

 

(i) sell, lease, transfer or otherwise dispose of any of the Collateral (each, a “Transfer”), or attempt or contract to do so, other than in the ordinary course of business;

 
 
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(ii) change its jurisdiction of organization or relocate its chief executive office, principal place of business or its records from such address(es) provided to the Lender without at least seven (7) days prior notice to the Lender.

 

(iii) directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any Lien on the Collateral, except (a) Permitted Liens and (b) the Lien granted to the Lender under this Security Agreement.

 

(c) The Subsidiary shall maintain insurance policies insuring the Collateral against loss or damage from such risks and in such amounts and forms and with such companies as are customarily maintained by businesses similar to the Subsidiary.

 

(d) At any time and from time to time, upon the written request of the Lender, and at the sole expense of the Subsidiary, the Subsidiary shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Lender may reasonably deem necessary or desirable to obtain the full benefits of this Agreement. The Subsidiary also hereby authorizes the Lender to file any financing or continuation statement under the UCC with respect to the security interest granted hereby without the signature of the Subsidiary.

 

(e) Subject to Section 6(f), the Subsidiary hereby irrevocably constitutes and appoints the Lender, and any agent of the Lender, with full power of substitution, as its true and lawful attorney-in-fact with full, irrevocable power and authority in the place and stead of the Subsidiary and in the name of the Subsidiary or in its own name, from time to time at the Lender’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Lender the power and right, on behalf of the Subsidiary, without notice to or assent by the Subsidiary to do the following:

 

(i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Collateral and, in the name of the Subsidiary, in its own name or otherwise to take possession of, endorse and collect any checks, drafts, notes, acceptances or other Instruments (as defined in the UCC) for the payment of monies due under any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such monies due under any Collateral whenever payable;

 

(ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of the Lender and not the Subsidiary;

 

(iii) to (1) direct any person liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to the Lender or as the Lender shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other Instruments and Documents constituting or relating to the Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against the Subsidiary with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as the Lender may deem appropriate and (7) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes; and

 
 
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(iv) to do, at the Lender’s option and the Subsidiary’s expense, at any time, or from time to time, all acts and things which the Lender may reasonably deem necessary to protect, preserve or realize upon the Collateral and the Lender’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as the Subsidiary might do.

 

(f) The Lender agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to the Lender pursuant to Section 6(e). The Subsidiary hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to Section 6(e) is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and the Lender no longer have any commitment to make any Loans to the Subsidiary.

 

(g) If the Subsidiary fails to perform or comply with any of its agreements contained herein and the Lender, as provided for by this Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of the Lender incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by the Subsidiary to the Lender within five (5) business days of demand and shall constitute Secured Obligations secured hereby.

 

(h) After any Event of Default shall have occurred and while such Event of Default is continuing:

 

(i) The Lender may exercise in addition to all other rights and remedies granted to it under this Agreement, all rights and remedies of a Lender under the UCC. Without limiting the generality of the foregoing, The Subsidiary expressly agrees that in any such event the Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Subsidiary or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral use any trademark, copyright, or process used or owned by the Subsidiary and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at the Lender’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Subsidiary further agrees, at the Lender’s request, to assemble the Collateral and make it available to the Lender at places which the Lender shall reasonably select, whether at the Subsidiary’s premises or elsewhere; it being understood that, because of the size of the Collateral, the Collateral may be assembled at the Subsidiary’s premises. The Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(i), with the Company and the Subsidiary remaining jointly and severally liable for any deficiency remaining unpaid after such application. The Subsidiary agrees that the Lender need not give more than twenty (20) days’ notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters.

 
 
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(ii) The Subsidiary also agrees to pay all reasonable fees, costs and expenses of the Lender, including, without limitation, attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder.

 

(iii) The Subsidiary hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

 

(i) The Proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be distributed by the Lender in the following order of priorities:

 

FIRST, to the Lender in an amount sufficient to pay in full the reasonable costs of the Lender in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by the Lender in connection therewith, including, without limitation, attorneys’ fees;

 

SECOND, to the Lender in an amount equal to the then unpaid Secured Obligations of the Lender; and

 

FINALLY, upon payment in full of the Secured Obligations, to the Subsidiary or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.

 

7. Miscellaneous .

 

(a) This Agreement (together with the any exhibits referred to herein or delivered pursuant to or in connection with this Agreement) constitutes the entire agreement between the parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by all parties with respect to a modification or amendment or the party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

(b) The Lender agrees to indemnify, defend and hold the Company (following the Closing Date) and its officers and directors harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of or result from any breach of this Agreement by the Lender or failure by the Lender to perform with respect to the representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement. The Company and the Subsidiary jointly and severally agree to indemnify, defend and hold the Lender and counsel harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of this Agreement or failure by the Company or the Subsidiary to perform with respect to the representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement. In no event shall the Company, the Subsidiary or the Lender be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement nor shall any party have any liability hereunder in the event of gross negligence or willful misconduct of the indemnified party. In the event of the failure of the Company to issue the Conversion Shares in violation of the provisions of this Agreement, the Lender, in addition to its right to obtain damages, shall be entitled to a remedy of specific performance.

 
 
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(c) Except as otherwise provided herein, each of the parties shall pay all of his or its costs and expenses (including attorney fees and other legal costs and expenses and accountants’ fees and other accounting costs and expenses) incurred by that party in connection with this Agreement.

 

(d) All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, mail or messenger against receipt thereof or sent by registered or certified mail, return receipt requested, or by facsimile transmission or similar means of communication if receipt is confirmed. Notices shall be deemed to have been received on the date of delivery or attempted personal delivery if sent by registered or certified mail, by messenger or by an overnight courier services which provides evidence of delivery or attempted delivery, of if sent by telecopier (if a telecopier number is provided) or e-mail, upon the date of receipt provided that receipt is acknowledge by the recipient. Notices shall be sent to the parties at their respective addresses set forth on the signature page of this Agreement. Any party may, by like notice, change the address, person or telecopier number or email to which notice shall be sent.

 

(e) This Agreement shall be governed and construed in accordance with the laws of the State of Indiana applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law. Each of the parties hereby (i) irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement may be brought in the federal or state courts located in the County of Indianapolis in the State of Indiana, (ii) by execution and delivery of this Agreement, irrevocably submits to and accepts the jurisdiction of said courts, (iii) waives any defense that such court is not a convenient forum, and (iv) consent that any service of process may be made (x) in the manner set forth in Section [9(d)] of this Agreement (other than by telecopier or e-mail), or (y) by any other method of service permitted by law. EXCEPT TO THE EXTENT PROHIBITED BY LAW, THE PARTIES WAIVE RIGHT TO A JURY TRIAL.

 

(f) Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

(g) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, 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 an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

 
 
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(h) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.

 

(i) This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation. In resolving any dispute regarding, or construing any provision in, this Agreement, there shall be no presumption made or inference drawn because of the drafting history of the Agreement, or because of the inclusion of a provision not contained in a prior draft or the deletion or modification of a provision contained in a prior draft.

 

(j) Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement.

 

(k) Counterparts or signature pages may be delivered via facsimile, electronic mail (including PDF) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes; provided, however, that manually signed copies of this Agreement shall be promptly delivered to the other Parties. If less than a complete copy of this Agreement is delivered to any Party, such Party is entitled to assume that the delivering Party accepts and agrees to all of the terms and conditions of the pages of this Agreement not delivered to the receiving Party unaltered.

 

(l) The representations, warranties, covenants and agreements made herein shall survive the Closing of the transaction contemplated hereby.

 

[Signatures on following page]

 
 
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IN WITNESS WHEREOF, the Lender and the Company have as of the date first written above executed this Agreement.

 

Address, email and telecopier

Signature

iMine Corporation

8520 Allison Pointe Blvd Ste. 223 #87928

Indianapolis, Indiana 46250

Email: danielt@iminecorp.com

IMINE CORPORATION

(a Nevada corporation)

  

By: /s/ Daniel Tsai                                               

  Daniel Tsai, Chief Exeuctive Officer

 

  

iMine Corporation

8520 Allison Pointe Blvd Ste. 223 #87928

Indianapolis, Indiana 46250

Email: danielt@iminecorp.com

IMINE CORPORATION

(an Indiana corporation)

 

By: /s/ Daniel Tsai                                               

  Daniel Tsai, Chief Executive Officer

 

  

/s/ [Investor]        

[Investor]

 

[Signature page to Loan and Security Agreement dated as of March 20, 2018 among iMine Corporation, a Nevada corporation, iMine Corporation, an Indiana corporation, and [Investor]

 

 
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Exhibit A

 

Form of Note

 

 

 

 

 

 

 

 

 

 
 
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Exhibit B

 

Accredited Investor Questionnaire

 

The following are tests for an accredited investor. Please initial which tests are applicable. Please initial all that apply.

 

_____ A natural person whose individual net worth or joint net worth with Subscriber’s spouse, at the time of this purchase exceeds $1,000,000 (PLEASE NOTE: In calculating net worth, you include all of your assets (other than your primary residence), whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than indebtedness secured by your primary residence, up to the estimated fair market value of the primary residence, unless the borrowing occurs in the 60 days preceding the purchase of the Units and is not in connection with the acquisition of the primary residence. In such cases, the debt secured by the primary residence must be treated as a liability in the net worth calculation.). In the event any incremental mortgage or other indebtedness secured by your primary residence occurs in the 60 days preceding the date of the purchase of the Units, the incremental borrowing must be treated as a liability and deducted from your net worth even though the value of your primary residence will not be included as an asset. Further, the amount of any mortgage or other indebtedness secured by your primary residence that exceeds the fair market value of the residence should also be deducted from your net worth);

 

_____ 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 Subscriber’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;

 

_____ A director or executive officer or manager of the Company.

 

_____ Any bank as defined in section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity.

 

_____ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934.

 

_____ Insurance company as defined in section 2(13) of the Securities Act.

 

_____ Investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act.

 

_____ Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.

 
 
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_____ Employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

 

_____ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

 

_____ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

 

_____ Any 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) of the Commission under the Securities Act.

 

_____ Any entity in which all of the equity owners are accredited investors (i.e., all of the equity owners meet one of the tests for an accredited investor*).

 

_____ Any Individual Retirement Account (IRA) for the benefit of an accredited investor*.

 

_______________

* The tests for an accredited investor who is an individual are the first three tests on this Exhibit C.

 

  
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EXHIBIT 99.2

 

NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

 

Original Issue Date: ________________________

Original Conversion Price (subject to adjustment): $0.02

 

$_______________

 

5% SECURED CONVERTIBLE NOTE DUE ____________

 

FOR VALUE RECEIVED, iMine Corporation, a Nevada corporation (the “Company”) and iMine Corporation, an Indiana corporation and wholly-owned subsidiary of the Company (the “Subsidiary”) jointly and severally promises to pay to [Investor] or his registered assigns (the “ Holder ”), the principal sum of $_______________ on [____________ (the “ Maturity Date ”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note and the other notes issued pursuant to the Purchase Agreement, as hereinafter defined, are collectively referred to as the “Notes.” This Note is subject to the following additional provisions:

 

Section 1 . Definitions . For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

 

Alternate Consideration ” shall have the meaning set forth in Section 5(b).

 

Bankruptcy Event ” means any of the following events: (a) the Company or the Subsidiary commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or the Subsidiary, (b) there is commenced against the Company or the Subsidiary any such case or proceeding that is not dismissed within 90 days after commencement, (c) the Company or the Subsidiary is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or the Subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 90 calendar days after such appointment, (e) the Company or the Subsidiary makes a general assignment for the benefit of creditors, (f) the Company or the Subsidiary calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or the Subsidiary admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or the Subsidiary, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

 

1

 

Beneficial Ownership Limitation ” shall have the meaning set forth in Section 4(d).

 

Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of Indiana are authorized or required by law or other governmental action to close.

 

Conversion ” shall have the meaning ascribed to such term in Section 4.

 

Conversion Date ” shall have the meaning set forth in Section 4(a).

 

Conversion Price ” shall have the meaning set forth in Section 4(b).

 

Conversion Schedule ” means the Conversion Schedule in the form of Schedule 1 attached hereto.

 

Conversion Shares ” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.

 

Note ” means this 5% Secured Convertible Note.

 

Notes ” means the notes issued pursuant to the Purchase Agreement, including this Note.

 

Note Register ” shall have the meaning set forth in Section 2.

 

Event of Default ” shall have the meaning set forth in Section 6(a).

 

Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

Fundamental Transaction ” shall have the meaning set forth in Section 5(b).

 

Indiana Courts ” shall have the meaning set forth in Section 7(d).

 

Notice of Conversion ” shall have the meaning set forth in Section 4(a).

 

Original Issue Date ” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of the number of instruments which may be issued to evidence this Note.

 

Purchase Agreement ” means the Loan and Security Agreement, dated as of March 20, 2018 among the Company, the Subsidiary and the original Holder, as amended, modified or supplemented from time to time in accordance with its terms.

 

Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

Share Delivery Date ” shall have the meaning set forth in Section 4(c)(ii).

 

Successor Entity ” shall have the meaning set forth in Section 5(b).

 

Trading Day ” means a day on which the principal trading market for the Common Stock is open for trading.

 

2

 

Section 2 . Interest . The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of 5% per annum on the Maturity Date. Interest shall be calculated on the basis of a 365-day year, based on the number of days elapsed. Interest will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “ Note Register ”).

 

Section 3. Investment Representation; Note Register .

 

(a) Investment Representations . This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

 

(b) Reliance on Note Register . Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

 

Section 4. Conversion .

 

(a) Conversion . At any time after the Original Issue Date until this Note is no longer outstanding, the principal of and accrued interest on this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “ Notice of Conversion ”), specifying therein the principal amount of and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

 

(b) Conversion Price . The conversion price in effect on any Conversion Date shall be equal to $0.02 , subject to adjustment as provided in Section 5 (the “ Conversion Price ”).

 

 
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(c) Mechanics of Conversion .

 

(i) Conversion Shares Issuable Upon Conversion of Principal Amount and Accrued Interest . The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus the amount of interest to be converted by (y) the Conversion Price. Unless otherwise instructed by the Holder, interest to, and including, Conversion Date shall be converted.

 

(ii) Delivery of Conversion Shares Upon Conversion . The Company shall deliver the Conversion Shares two Trading Days and after each Conversion Date (the “ Share Delivery Date ”).

 

(iii) Reservation of Shares Issuable Upon Conversion . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Notes and interest on this Notes, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.

 

(iv) Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

 

(v) Transfer Taxes and Expenses . The issuance of Conversion Shares on conversion of the principal or and interest on this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all transfer agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares if the Conversion Shares may be made by electronic delivery.

 

(d) Conversion Limitation . The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or warrants or other convertible securities) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates or Attribution Parties) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time he delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61 st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this Section 4(d) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

 

 
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Section 5 . Certain Adjustments .

 

(a) Stock Dividends and Stock Splits . If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.

 

(b) Fundamental Transaction . If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “ Fundamental Transaction ”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation on the conversion of this Note pursuant to Section 4(d)), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Note in accordance with the provisions of this Section 5(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

 

 
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(c) Calculations . All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

 

(d) Notice to the Holder .

 

(i) Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

 

(ii) Notice to Allow Conversion by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

Section 6 . Events of Default .

 

(a) “ Event of Default ” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

 

(i) any default by the Company or the Subsidiary in the payment of principal and interest on the Note when the same is due and such failure shall continue for a period of five days; Trading Days;

 

(ii) the failure by the Company or the Subsidiary to observe or perform its covenants set forth in Section 5 of the Purchase Agreement, which failure is not cured, if possible to cure, within five days;

 

(iii) the Company or the Subsidiary shall be subject to a Bankruptcy Event;

 

(b) Remedies Upon Event of Default . If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash, and the Holder shall have the rights set forth in Section 6 of the Purchase Agreement. Commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 12% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Company’s and the Subsidiary’s obligations under this Note, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

 

 
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Section 7 . Miscellaneous .

 

(a) Notices . Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address, or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of the Holder appearing on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date provided that transmission is acknowledged by the Company, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, or (iii) upon actual receipt by the party to whom such notice is required to be given.

 

(b) Absolute Obligation . Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company and the Subsidiary, which is absolute and unconditional, to pay the principal of and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct joint and several debt obligation of the Company and the Subsidiary. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

 

(c) Lost or Mutilated Note . If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company and, in the case of a Note which is lost, stolen or destroyed, the Company may request indemnity and/or a bond as to the value of the Note and the Conversion Shares.

 

(d) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Indiana, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of Indianapolis in the State of Indiana (the “ Indiana Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Indiana Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Indiana Courts, or such Indiana Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

 
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(e) Legal Action . If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

(f) Waiver . Any waiver by the Company, the Subsidiary or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

 

(g) Severability . If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.

 

(h) Usury Savings Clause . If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

 

(i) Remedies, Characterizations, Other Obligations, Breaches . The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

 

(j) Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

 

(k) Headings . The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

 

(l) Secured Obligation . The obligations of the Company and the Subsidiary under this Note are secured by the Collateral, pursuant to and as defined in, the Purchase Agreement.

 

(Signatures on Following Page)

 

 
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IN WITNESS WHEREOF, the Company and the Subsidiary have caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

 

 

  IMINE CORPORATION

a Nevada corporation

       
By:

 

 

Daniel Tsai, Chief Executive Officer

Email: for delivery of Notices:

danielt@iminecorp.com

 
     
       

 

IMINE CORPORATION

an Indiana corporation 

 

 

 

 

 

 

By:

 

 

 

 

Daniel Tsai, Chief Executive Officer

Email: for delivery of Notices:

danielt@iminecorp.com

 

 

 
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ANNEX A

 

NOTICE OF CONVERSION

 

The undersigned hereby elects to convert principal under the 5% Secured Convertible Note of iMine Corporation, a Nevada corporation (the “Company”), and iMine Corporation, an Indiana corporation, into shares of common stock (the “ Common Stock ”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

 

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

 

If the Conversion Shares are subject to an effective registration statement, the undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

 

Conversion calculations:

 

 

 

Date to Effect Conversion: ____________________

 

 

 

 

 

Principal Amount of Note to be Converted: ________________

 

 

 

 

 

Interest to be Converted: ________________

 

 

 

 

 

Conversion Price: $0.02 (subject to adjustment as provided in this Note)

 

 

 

 

 

Number of shares of Common Stock to be issued (The sum of the principal amount and interest to be converted divided by the Conversion Price): ________________

 

 

 

 

 

Signature: _____________________________                 

 

 

 

 

 

Name: _____________________________

 

 

 

 

 

Address for Delivery of Common Stock Certificates:

 

 

 

 

 

_______________________________________________________

 

 

 

 

 

_______________________________________________________

 

 

 

 

 

Or

 

 

 

 

 

DWAC Instructions:

 

 

 

 

 

Broker No: ________________

 

 

Account No: ________________

 

 
 
 

 

Schedule 1

 

CONVERSION SCHEDULE

 

The 5% Secured Convertible Notes in the aggregate principal amount of $____________ are issued by iMine Corporation, a Nevada corporation, and iMine Corporation, an Indiana corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.

 

 

Date of Conversion

 

Amount of Conversion
(principal/interest)

Principal Amount
Remaining Subsequent
to Conversion

 

Company Attest

 

 

 

 

EXHIBIT 99.3

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

AGREEMENT dated as the 19 th day of March, 2018, by and between iMine Corporation, a Nevada corporation with its principal office at 8520 Allison Pointe Blvd Ste 223 #87928 Indianapolis, Indiana 46250 (the “Company”), and Daniel Tsai, (the “Executive”), whose address is].

 

W I T N E S S E T H:

 

WHEREAS, the Company desires to engage Executive as its chief executive officer; and

 

WHEREAS, Executive desires to provide his services to the Company and to accept employment by the Company on the terms and conditions hereinafter set forth;

 

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:

 

1. Employment and Duties .

 

(a) Subject to the terms and conditions hereinafter set forth, the Company hereby employs Executive as its Chief Executive Officer, and Executive shall have the duties and responsibilities associated with the chief executive officer of a public corporation. Executive shall report to the Company’s board of directors (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board as long as such duties and responsibilities are consistent with those of the Chief Executive Officer; it being understood that, if requested, Executive shall also serve as Chief Financial Officer and Secretary. Additionally, during the Term, as hereinafter defined, the Company shall include Executive as one of the Board’s nominees for election as a director of the Company, and, if elected, Executive shall serve as chairman of the board.

 

(b) Executive shall serve as a director of the Company or any of its subsidiaries, if elected, and in such executive capacity or capacities with respect to any Affiliate of the Company to which he may be elected or appointed, provided that such duties are consistent with those of the Company’s Chief Executive Officer. Executive shall receive no additional compensation for services rendered pursuant to this Section 1(b).

 

(c) Unless terminated earlier as provided for in Section 5 of this Agreement, this Agreement shall have a term (the “Term”) commencing on the date of this Agreement and ending on March 31, 2019.

 

2. Executive’s Performance . Executive hereby accepts the employment contemplated by this Agreement. During the Term, Executive shall devote such time to the business of the Company as he deemed necessary in order to perform his during as Chief Executive Officer, and shall perform such duties diligently, in good faith and in a manner consistent with the best interests of the Company.

 

3. Compensation and Other Benefits .

 

(a) For his services to the Company during the Term, the Company shall pay Executive as follows:

 

(i) Base compensation in the amount of $350,000, which shall be paid through the issuance of 17,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, with a value of $0.02 per share. The Shares shall be issued as soon as practical after the execution of this Agreement. Executive’s rights to the Shares shall vest immediately and shall be deemed fully earned and vested on the date of this Agreement.

 

 
 
 
 

 

(ii) The sum of $164,706, representing the federal income tax on the value of the Shares plus the tax on such amount, using a federal income tax rate of 32%. Such payment shall be made to Executive during 2018 in a timely manner to enable Executive to make any required estimated tax payments. To the extent that the Company is required to make a withholding tax payment, the amount of such withholding tax payment shall reduce the amount due to Executive pursuant to this Section 3(a)(ii).

 

(b) Executive shall be entitled to such bonus compensation as may be determined by the Board or the Compensation Committee of the Board in its sole discretion.

 

(c) During the Term, Executive shall receive, at the Company’s full cost and expense:

 

(i) Such medical and dental insurance and long-term disability insurance as the Company offers to its executive employees from time to time.

 

(ii) Vacation in accordance with company policy; provided that any unused vacation shall be accrued without limitation or restriction.

 

(d) Executive shall also receive such other benefits as the Board may grant to its executive officers.

 

4. Reimbursement of Expenses . The Company shall reimburse Executive, upon presentation of proper expense statements, for all authorized, ordinary and necessary out‑of‑pocket expenses reasonably incurred by Executive during the Term in connection with the performance of his services pursuant to this Agreement in accordance with the Company’s expense reimbursement policy.

 

5. Termination of Employment .

 

(a) This Agreement and Executive’s employment shall terminate immediately upon the death of Executive.

 

(b) This Agreement and Executive’s employment may be terminated by Executive or by the Company on not less than thirty (30) days’ written notice in the event of Executive’s Disability. The term “Disability” shall mean any illness, disability or incapacity of Executive which prevents him from substantially performing his regular duties for a period of three consecutive months or four months, even though not consecutive, in any twelve-month period.

 

(c) The Company may terminate this Agreement and Executive’s employment for Cause, in which event no benefits shall be payable to Executive subsequent to the date of termination. The term “Cause” shall mean:

 

(i) a material breach of Sections 6, 7 or 8 of this Agreement;

 

(ii) fraud, dishonesty, gross misconduct or other breach of trust whereby Executive obtains personal gain or benefit at the expense of or to the detriment of the Company;

 

(iii) a conviction of or plea of nolo contendere or similar plea by Executive of any felony; or

 

(iv) a conviction of or plea of nolo contendere or similar plea by of any other crime involving theft or misappropriation of property.

 

 
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(d) Executive shall have the right to terminate his employment under this Agreement on not less than ten (10) days’ written notice to the Company for any material breach of this Agreement by the Company, which is not cured by the Company within thirty (30) days of the written notice of such breach by Executive. If Executive shall terminate this Agreement pursuant to this Section 5(d), (i) Executive shall be entitled to receive the insurance coverage provided in Section 3(c)(i) for the balance of the Term and (ii) the provisions of Section 7(b) shall terminate.

 

(e) No termination of this Agreement shall affect the obligation of the Company to make the payments required by Section 3(a)(ii), which shall continue in full force and effect regardless of the reason for termination.

 

6. Trade Secrets and Proprietary Information .

 

(a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “Confidential Information” of the Company for the purposes of this Agreement. In consideration of his employment, Executive agrees that he will not, during or after the Term, without the consent of the Board make any disclosure of Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the term here of, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the Board, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process as provided in Section 6(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and Affiliates.

 

(b) In the event that any Confidential Information is required to be produced by Executive pursuant to legal process, Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner, Executive shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is required by the court order, and Executive will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

 

 
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(c) Executive shall, upon expiration or termination of the Term, or earlier at the request of the Company, turn over to the Company all documents, papers, computer disks or other material in Executive’s possession or under Executive’s control which may contain or be derived from Confidential Information. To the extent that any Confidential Information is on Executive’s hard drive or other storage media, he shall, upon the request of the Company, cause such information to be erased from his computer disks and all other storage media.

 

7. Restrictive Covenants .

 

(a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated:

 

(i) Utilize the Company’s Confidential Information to persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or during the twelve (12) months preceding the termination of his employment;

 

(ii) Utilize the Company’s Confidential Information to solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or

 

(iii) Persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company.

 

(b) During the Term and for a period of six (6) months following the expiration of the Term, Executive will not engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged during the Term, unless, during the period that Employee is bound by the provisions of this Section 7(b), the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7(b) shall be construed to prohibit Employee from owning an passive interest of not more than 5% of any public company engaged in such activities.

 

(c) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

 

 
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8. Ownership of Intellectual Property .

 

(a) “Inventions” means all inventions, ideas, discoveries, developments, methods, data, information, improvements, original works, know-how, including, but not limited to, algorithms, technology, trade secrets, processes, codes and hardware (whether or not reduced to practice and whether or not protectable under the patent, copyright, trade secrecy or similar laws of the United States:

 

(i) relate to the Company’s business at the time of conception or reduction to practice or actual or demonstrably anticipated research or development of Company that were conceived, created or developed by Executive (whether alone or with others, whether or not during working hours or on the Company’s premises or whether or not using material or property provided by the Company) during the Term or having conceived, created or developed prior to the Term while Executive was employed by the Company; and/or

 

(ii) were conceived, created or developed by Executive (whether alone or with others) during the Term, even if having possibly been conceived, created or developed prior to the Term but completed while in the employ of the Company, or which result from any work performed by Executive for Company.

 

(b) All Inventions are, will be, and shall constitute “works-for-hire” and the exclusive property of the Company, and the Company may use and exploit them without restriction or additional compensation to Executive. Executive shall promptly and fully disclose to the Company any and all Inventions. Executive shall maintain complete written records of all Inventions and of all work or investigations done or carried out by Executive at all stages thereof, which records shall be the exclusive property of the Company and will be treated as Confidential Information for all purposes of this Agreement.

 

(c) Executive hereby irrevocably assigns and transfers to the Company, its successors, assigns or Affiliates, as the case may be, all of Executive’s right, title and interest in and to any Inventions without additional consideration therefor from the moment of their creation or inception, to be held and enjoyed by the Company, its successors, assigns or Affiliates, as the case may be, to the full extent of the term for which any intellectual property protection may be granted and as fully as the same would have been held by Executive had this Agreement, or such assignment or transfer not been made. In addition to the foregoing assignments of Inventions to the Company, Executive hereby irrevocably assigns and transfers to the Company: (i) all worldwide patents, trademarks, copyrights, mask works, trade secrets, applications for the foregoing and other intellectual property rights in any Inventions; and (ii) any and all “Moral Rights” (as defined below) that Executive may have in or with respect to any Inventions. Executive hereby forever waives and agrees never to assert any and all Moral Rights Executive may have in or with respect to any such Inventions, even after the termination of Executive’s employment.

 

(d) “ Moral Rights ” means any right to claim authorship of any Inventions, or to withdraw from circulation or control the publication or distribution of any Inventions, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a moral right.

 

 
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(e) Executive agrees to cooperate fully in obtaining patent, copyright or other proprietary protection for such Inventions, all in the name of the Company, its successors, assigns or Affiliates, as the case may be, and at the Company’s cost and expense, and shall execute and deliver all requested applications, assignments and other documents and take such other actions as the Company, its successors, assigns or Affiliates, as the case may be, shall request in order to perfect, enforce and exploit the Company’s, its successors,’ assigns’ or Affiliates,’ as the case may be, right in the Inventions (including transfer of possession to the Company, its successors, assigns or Affiliates, as the case may be, of all Inventions embodied in tangible materials), including granting Company a non-revocable, royalty-free license in any pre-existing works. Executive irrevocably designates and appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to execute and file any and all applications and other necessary documents and to do all other lawfully permitted acts to further perfect and enforce the Company’s, its successors,’ assigns’ or Affiliates’ (as the case may be) right in the Inventions and to further the prosecution, issuance or enforcement of patents, copyrights, trade secrets and similar protections related to the Inventions with the same legal force and effect as he had executed them himself. Executive shall receive no additional compensation for complying with Executive’s obligations under this Section 8. Executive agrees that, to the extent this Agreement shall be construed in accordance with any laws that limit the assignability to the Company, its successors, assigns or Affiliates (as the case may be) of the Inventions, this Agreement shall be interpreted not to apply to any Invention which a court rules or the Company agrees is subject to such state limitation.

 

(f) Any copyrightable work created by Executive in connection with or during the performance of his employment duties, whether published or unpublished, shall be the property of the Company as author and owner of copyright in such work.

 

(g) An “Affiliate” of the Company shall mean any person or entity which controls, is controlled by or is under common control with the Company.

 

9. Injunctive Relief . Executive agrees that his violation or threatened violation of any of the provisions of Sections 6, 7 or 8 of this Agreement shall cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of any of said provisions, Executive consents to the entry of preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of such provisions and compelling Executive to comply with such provisions. This Section 9 shall not affect or limit, and the injunctive relief provided in this Section 9 shall be in addition to, any other remedies available to the Company at law or in equity or in arbitration for any such violation by Executive. Subject to Section 7(b) of this Agreement, the provisions of Sections 6, 7, 8 and 9 of this Agreement shall survive any termination of this Agreement and Executive’s employment.

 

10. Indemnification . The Company shall provide Executive with payment of legal fees and indemnification to the maximum extent permitted by the Company’s Articles of Incorporation, By‑Laws, and Nevada law. The Company shall also provide officers and directors liability insurance of not less than $2,000,000, and the Company shall be responsible for any deductibles under such policy. The Company shall also provide so-called tail coverage for not less than five years in the amount of not less than $2,000,000 or such greater amount if, at that time, the Company maintained such liability insurance in a greater amount, following such date as Executive ceases to be an officer or director.

 

11. Key Man Insurance . Executive will cooperate with the Company in connection with any application by the Company to obtain key-man life insurance on his life, on which the Company will be the beneficiary. Such cooperation shall include the execution of any applications or other documents requiring his signature and submission of insurance applications and submission to a physical examination.

 

 
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12. Representations and Warranties of the Parties .

 

(a) Executive represents, warrants, covenants and agrees as follows:

 

(i) Executive has the right to enter into this Agreement, that he is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, and that he will not use in the performance of his obligations hereunder any proprietary information of any other party which he is legally prohibited from using; and

 

(ii) Executive understands that the Shares are restricted securities, as defined by Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Executive is acquiring the Shares for his own account for investment and not with a view to the sale or distribution thereof, and that he understands that the Shares may not be sold except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and that the certificates for the Shares will bear the Company’s standard investment legend.

 

(b) The Company represents, warrants and agrees that it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.

 

13. Miscellaneous .

 

(a) Any notice, consent or communication required under the provisions of this Agreement shall be given in writing and sent or delivered by hand, overnight courier or messenger service, against a signed receipt or acknowledgment of receipt, or by registered or certified mail, return receipt requested, or telecopier, email or similar means of communication (collectively “electronic communications”) if receipt is acknowledged or if transmission is confirmed by mail as provided in this Section 13(a), to the parties at their respective addresses set forth at the beginning of this Agreement or by electronic delivery to the telecopier or email set forth on the signature page of this Agreement, with notice to the Company being sent to the attention of the individual who executed this Agreement on behalf of the Company. Either party may, by like notice, change the person, address or electronic communications number or address to which notice is to be sent. If no telecopier number is provided for either party, notice to such party shall not be sent by telecopier.

 

(b) This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the State of Nevada applicable to agreements executed and to be performed wholly in such state without regard to principles of conflicts of laws.

 

(c) If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law, and any court or arbitrator having jurisdiction may reduce the scope of any provision of this Agreement, including the geographic and temporal restrictions set forth in Section 8 of this Agreement, so that it complies with applicable law.

 

(d) This Agreement constitutes the entire agreement of the Company and Executive as to the subject matter hereof, superseding all prior or contemporaneous written or oral understandings or agreements, with respect to the subject matter covered in this Agreement. This Agreement may not be modified or amended, nor may any right be waived, except by a writing which expressly refers to this Agreement, states that it is intended to be a modification, amendment or waiver and is signed by both parties in the case of a modification or amendment or by the party granting the waiver. No course of conduct or dealing between the parties and no custom or trade usage shall be relied upon to vary the terms of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

 
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(e) Neither party hereto shall have the right to assign or transfer any of its or his rights hereunder except in connection with a merger of consolidation of the Company or a sale by the Company of all or substantially all of its business and assets.

 

(f) Except for actions, suits, or proceedings taken pursuant to or under Section 6, 7, 8 or 9 of this Agreement, any dispute concerning this Agreement or the rights of the parties hereunder shall be submitted to binding arbitration in Indianapolis, Indiana under the rules of the American Arbitration Association. There shall be three arbitrators: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other party in connection with the arbitration proceedings. Arbitration shall be the sole, binding, exclusive and final remedy for resolving any dispute between the parties. The arbitrators shall have jurisdiction to determine any claim, including the arbitrability of any claim, submitted to them. The arbitrators may grant any relief authorized by law for any properly established claim. The award of the arbitrator shall be final, binding and conclusive on all parties, and judgment on such award may be entered in any court having jurisdiction. The arbitrator shall have the power, in his discretion, to award counsel fees and costs to the prevailing party. The arbitrator shall have no power to modify or amend any specific provision of this Agreement except as expressly provided in Section 13(c) of this Agreement.

 

(g) Notwithstanding the provisions of Section 13(f) of this Agreement, with respect to any claim for injunctive relief or other equitable remedy pursuant to Section 9 of this Agreement or any claim to enforce an arbitration award or to compel arbitration, the parties hereby (i) consents to the exclusive jurisdiction of the federal and state courts sitting in Indianapolis County, Indiana, (ii) agree that any process in any action commenced in such court under this Agreement may be served upon him personally, either (A) by certified or registered mail, return receipt requested, or by an overnight courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him in Hamilton County, Indiana, or (B) by any other method of service permitted by law, and (iii) waives any claim that the jurisdiction of any such court is not a convenient forum for any such action and any defense of lack of in personam jurisdiction with respect thereof.

 

(h) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, executors, administrators and permitted assigns.

 

(i) The headings in this Agreement are for convenience of reference only and shall not affect in any way the construction or interpretation of this Agreement.

 

(j) No delay or omission to exercise any right, power or remedy accruing to either party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach hereof shall be deemed to be a waiver of any other breach hereof theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in an applicable writing. All remedies afforded to either party under this Agreement, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by such party of any other rights or the seeking of any other rights or remedies against any other party.

 

[Signatures on following page]

 

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

 

Telecopier and Email

Signature

 

 

IMINE CORPORATION

       
By: /s/ Daniel Tsai

 

 

Daniel Tsai, Chief Executive Officer

 
     

 

 

/s/ Daniel Tsai

 

    Daniel Tsai  

 

[Signature page of Employment Agreement between iMine Corporation and Daniel Tsai]

 

 

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EXHIBIT 99.4

 

March 19, 2018

 

iMine Corporation

8520 Allison Pointe Blvd Ste. 223 #87928

Indianapolis, Indiana 46250

Attn: Daniel Tsai, Chief Executive Officer

 

Re: Consulting Agreement

 

This Consulting Agreement (this “Agreement”) confirms the understanding and agreement between iMine Corporation, a Nevada corporation (the “Company”), and Iconic Private Equity Partners (“Consultant”), as follows:

 

1. The Company hereby engages Consultant to provide advice and services concerning the Company’s business planning, financial strategy, financial strategy implementation, corporate structure as well as services relating to the Company’s filings with regulatory agencies, including the Securities and Exchange Commission (“Services”) in connection with the Company’s business development, financing and acquisition transactions, as the case may be. Consultant shall provide the Services in such form, manner and place as Consultant shall reasonably determine. Consultant and the Company agree that Danny Chan may perform the Services on behalf of Consultant.

 

2. Consultant agrees to perform the Services, on and subject to the terms of this Agreement. For the avoidance of doubt, it is agreed and understood that the Services shall not include, and under no circumstances shall Consultant render, any services relating to the raising of funds or any other services for which registration with the United States Securities and Exchange Commission, FINRA or any state securities commission or body is required.

 

3. As compensation for the Services, the Company shall pay to Consultant (i) $150,000, which shall be paid through the issuance of 7,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, with a value of $0.02 per share, which Shares shall be issued as soon as practical after the execution of this Agreement, and Consultant’s rights to the Shares shall vest immediately and shall be deemed fully earned and vested on the date of this Agreement, and (ii) the sum of $70,588, representing the federal income tax on the value of the Shares plus the tax on such amount, using a federal income tax rate of 32%. Such payment shall be made to Consultant during 2018 in a timely manner to enable Consultant to make any required estimated tax payments. To the extent that the Company is required to make a withholding tax payment, the amount of such withholding tax payment shall reduce the amount due to Consultant pursuant to this Section 3(a)(ii). Consultant understands that the Shares are restricted securities, as defined by Rule 144 of the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Consultant is acquiring the Shares for its own account for investment and not with a view to the sale or distribution thereof, and that Consultant understands that the Shares may not be sold except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, that Consultant has no registration rights with respect to the Shares and that the certificates for the Shares will bear the Company’s standard investment legend.

 

 
 
 

 

4. The term of Consultant’s engagement hereunder commences on the date of this Agreement and ends on March 31, 2019 (the “Term”).

 

5. The Company shall reimburse Consultant, upon request, for its reasonable expenses (including, without limitation, travel expenses and professional fees) incurred in connection with its engagement hereunder. Consultant agrees not to incur reimbursable expenses on behalf of the Company of more than $1,000 with respect to any single expense item or related expense items without prior approval by the Company.

 

6. Consultant will keep confidential all material non-public information provided to it by or on behalf of the Company which is clearly marked as confidential (“Confidential Information”), and Consultant will not disclose Confidential Information to any third party, other than to its employees and Consultants that are involved in providing Services pursuant to this Agreement, or without a signed non-disclosure agreement in form and substance reasonably acceptable to the Company or without the prior written permission of the Company; provided, however, that the provisions of this Section 6 shall not apply to any information which

 

(a) Is or becomes available to the public other than as a result of disclosure by Consultant in violation of this Agreement, or

 

(b) Was independently developed by Consultant or on his behalf without reference to any Confidential Information of the Company, or

 

(c) Was disclosed to Consultant or any of its representatives by a person who, to Consultant’s knowledge, was not under a legal or contractual obligation of confidentiality to the Company, or

 

(d) Is already in the possession of Consultant or any of its representatives.

 

The provisions of this Section 6 shall continue in full force and effect during the term of this Agreement and for a period of one year thereafter.

 

7. Nothing in this Agreement shall be construed in any manner to prevent, restrict or bar Consultant from rendering services, including, but not limited to, services of the type provided by Consultant pursuant to this Agreement, for, or on behalf of, persons, firms, or corporations other than the Company, including businesses which may offer goods and services similar to those provided by the Company or which otherwise compete with the Company.

 

8. The Company represents that any information concerning the Company which is provided by or on behalf of the Company shall be true and correct in all material respects and shall not contain any misstatement of a material fact or the omission of any fact necessary to make the information provided not misleading.

 

9. The Company and Consultant agree to the indemnification and other provisions set forth in Exhibit I attached hereto and incorporated by reference herein. The provisions of Exhibit I shall survive the termination of this Agreement, the completion of the Services and the consummation of any Transaction.

 

10. This Agreement may not be modified or amended nor may any right be waived except by a written instrument which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by both parties in the case of a modification or amendment or by the party granting the waiver in the case of a waiver. No course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by either party to contradict, explain or supplement any provision of this Agreement, it being acknowledged by the parties that this Agreement is intended to be, and is, the complete and exclusive statement of the agreement with respect to its subject matter. Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions at any other time or under any other circumstances. The failure of any party to exercise any right under this Agreement will not operate as a waiver of such right.

 
 
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11. All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, mail or messenger against receipt thereof or sent by registered or certified mail, return receipt requested or by telecopier (if telecopier number is provided) or email or other method of electronic communications (collectively, “electronic communication”). Notices shall be deemed to have been received on the date of delivery or attempted delivery; provided that notice by electronic communication shall only be deemed given if receipt is acknowledged. Notices shall be sent to the parties at the addresses set forth on the signature page of this Agreement to the attention of the person who executed this Agreement on behalf of such party. Either party may, by like notice, change the address, person, telecopier number or email to which notice shall be sent.

 

12. This Company and Consultant agree that any dispute or claim, whether based on contract, tort, discrimination, retaliation, or otherwise, relating to, arising from, or connected in any manner with this Agreement and the Services shall be resolved exclusively through final and binding arbitration under the rules then obtaining of the American Arbitration Association. The arbitration shall be held in Indianapolis County in the State of Indiana. There shall be three arbitrators: one arbitrator shall be chosen by each party to the dispute and those two arbitrators shall choose the third arbitrator. Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other party in connection with the arbitration proceedings. Arbitration shall be the sole, binding, exclusive and final remedy for resolving any dispute between the parties. The arbitrators shall have jurisdiction to determine any claim, including the arbitrability of any claim, submitted to them. The arbitrators may grant any relief authorized by law for any properly established claim. The arbitrators shall have no authority to modify any provision of this Agreement.

 

13. In all matters relating to this Agreement, Consultant and the Company shall act as independent contractors, neither shall be the employee, joint venturer, partner or agent of the other, and each shall assume any and all liability for its own acts. Neither Consultant, on the one hand, or the Company, on the other hand, shall have any authority to assume or create obligations, express or implied, on behalf of the other party or any subsidiary or affiliate of the other party, and neither party shall have any authority to represent the other party as its agent, employee, partner or in any other capacity.

 

14. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect.

 

15. This Agreement shall inure to the benefit of the parties hereto, their heirs, administrators and successors in interest.

 
 
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16. This Agreement may be executed in more than one counterpart, each of which will be deemed to be an original, or by facsimile or electronic signature, and all such counterparts together will constitute but one and the same instrument; provided, that if this Agreement is delivered by electronic means, the party signing this Agreement shall promptly deliver a manually signed agreement to the other party.

 

If the foregoing correctly sets forth the understanding and agreement between you and Consultant, please so indicate in the space provided for that purpose below, whereupon this letter will constitute a binding agreement as of the date hereof.

 

AGREED TO AND ACCEPTED

This 19 th day of March, 2018

 

ICONIC PRIVATE EQUITY PARTNERS

8th Floor,

Asia Standard Tower,

Nos. 59-65 Queen’s Road Central,

Hong Kong

E-mail: ec@icpep.com

 

By: /s/ Elliott Choi                                      

  Elliott Choi, Managing Director

 

 

 

IMINE CORPORATION

8520 Allison Pointe Blvd Ste. 223 #87928

Indianapolis, Indiana 46250

Email: danielt@iminecorp.com

 

By: /s/ Daniel Tsai                                       

  Daniel Tsai, Chief Executive Officer

 
 
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Exhibit I

Indemnification

 

The Company agrees to indemnify and hold harmless Consultant and its affiliates and their respective officers, directors, partners, employees, agents, counsel and controlling persons (Consultant and each such person being an “Indemnified Party”), from and against any losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable law, or otherwise, which relate to or arise in any manner out of any Services being provided by Consultant, including any breach of the representations of the Company contained in the agreement of which this Exhibit I forms a part (the “Agreement”), all of the foregoing being collectively referred to as the “Matters,” and will promptly reimburse each Indemnified Party for all reasonable expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company. Notwithstanding the foregoing, the Company shall not be liable under the foregoing to the extent that any loss, claim, damage, liability or expense is found by a final judgment by a court of competent jurisdiction to have resulted solely from Consultant’s gross negligence or willful conduct.

 

The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to, arising out of, or in connection with, any Matters, the engagement of Consultant pursuant to, or the performance by Consultant of the Services contemplated by, the Agreement, except to the extent any loss, claim, damage, liability if found in a final judgment by a court of competent jurisdiction to have resulted solely from Consultant’s gross negligence or willful conduct.

 

In connection with any legal action commenced against an Indemnified Party relating to any Matters as to which any Indemnified Party seeks indemnification pursuant to this Exhibit I, the Indemnified Party shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to promptly notify the Company shall not relieve the Company from its obligations hereunder, unless and to the extent the Company has been prejudiced by such failure. The Indemnified Parties shall have the right to retain one counsel of their own choice to represent them, and the Company shall pay the reasonable fees and expenses of such counsel, which fees shall be advanced as reasonably requested by such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company.

 
 
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If the indemnification of an Indemnified Party provided for this letter agreement is for any reason held unenforceable, although otherwise applicable in accordance with its terms, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Consultant, on the other hand, of any Matter (whether or not the Matter is consummated) or (ii) if (but only if) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and Consultant, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits to the Company and Consultant of any contemplated Matter (whether or not such Matter is consummated) shall be deemed to be in the same proportion that the total value paid or received or to be paid or received by the Company as a result of or in connection with any Matter, bears to the fees paid or to be paid to Consultant under the Agreement; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute an aggregate amount in excess of the aggregate fees actually received by Consultant under the Agreement. In no event shall the liability of Consultant exceed the lesser of $25,000 or the compensation actually received by the Company pursuant to the Agreement.

 

The Company agrees that it will not, without the prior written consent of Consultant, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification may be sought hereunder (whether or not Consultant or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of Consultant and each other Indemnified Party hereunder from all liability arising out of such claim, action or proceeding.

 

If Consultant or any other Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such party is not named as a defendant, the Company will reimburse Consultant for all reasonable expenses incurred in connection with such party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

 

The provisions of this Exhibit I shall continue to apply and shall remain in full force and effect regardless of any modification or termination of the Agreement or the completion of Consultant’s services thereunder.

 

 

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EXHIBIT 99.5

 

RELEASE

 

THIS RELEASE ( this “Release”) dated March 22, 2018, by and between iMine Corporation, a Nevada corporation formerly known as Diamante Minerals, Inc. (the “Company”), and Chad Ulansky (“Ulansky,” and, together with the Company, the “Parties” and each, a “Party”).

 

WHEREAS, prior to March 16, 2018, Ulansky served as sole director, chief executive officer, president and secretary of the Company; and

 

WHEREAS, on March 16, 2018, Ulansky resigned as a director and officer of the Company; and

 

WHEREAS, on October 16, 2014, the Company and Ulansky entered into an employment agreement, which, together with the deferred share unit plan dated October 16, 2014, is referred to as the “Employment Agreement”; and

 

WHEREAS, the Company has outstanding obligations to Ulansky pursuant to the Employment Agreement and otherwise; and

 

WHEREAS, the Company is willing to issue to Ulansky, as full compensation for and in full satisfaction and settlement of any obligations which the Company has or may have to Ulansky, his family members and his affiliates, as defined in the rules of the Securities and Exchange Commission (“SEC”), 1,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share; and

 

WHEREAS, Ulansky is willing to accept the Shares in full satisfaction and settlement of any obligation the Company has or may have to Ulansky, his family members and his affiliates; and

 

WHEREAS, Ulansky agrees to release the Company from any claim he has or may have against the other Party;

 

WHEREFORE, the parties do hereby agree as follows:

 

1. The Employment Agreement is hereby terminated with neither Party having any obligation to the other thereunder.

 

2. The Company agrees that, within ten business days from its receipt of this Release, executed by Ulansky, instruct its transfer agent to issue the Shares in the name of Ulansky. The Shares will be delivered to Ulansky at the address set forth on the signature page of this Agreement. Ulansky represents that he is an accredited investor, as defined in Rule 501 of the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Ulansky further acknowledges that the Company has made no representations or warranties to Ulansky with respect to its business, financial condition, prospects or the market or market price for the Company’s common stock and he further understands that the Shares are restricted securities, as defined in Rule 144 of the SEC pursuant to the Securities Act. The certificate for the Shares will bear the Company’s standard restricted stock language. Ulansky will not transfer the Shares or any interest therein except pursuant to an exemption from the registration requirements of the Securities Act, and, in connection with any transfer, will provide the Company with an opinion of counsel reasonably acceptable to the Company as to the availability of an exemption. Ulansky is acquiring the Shares for his own account, for investment and not with a view to the sale or distribution thereof.

 

 
 
 
 

 

3. Ulansky hereby represents and warrants that (a) neither he nor any of his family members or affiliates holds any lien or any encumbrance of any kind on any assets of the Company and, to the extent that he may be deemed to hold such a lien or encumbrance, Ulansky hereby releases any lien and encumbrance he may have, and (b) neither he nor any of his family members or affiliates is a party to any agreement with the Company other than the Employment Agreement and that the Company has no obligation of any kind to him, his family members and his affiliates other than pursuant to the Employment Agreement.

 

4. Ulansky will at his cost and expense, return to the Company any Company property which is in his possession.

 

5. Ulansky, on his own behalf and on behalf of his family members and affiliates, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby unconditionally and irrevocably releases and discharges the Company, and its offices, directors, counsel, predecessors, agents and employees and their respective heirs, executors, administrators, successors and assigns and from any and all actions, causes of action, suits, debts, sums of money, accounts, reckonings, notes, bonds, warrants, bills, specialties, covenants, contracts, controversies, agreements, liabilities, obligations, undertakings, promises, damages, claims and demands whatsoever, whether known or unknown, suspected or unsuspected, or in law, admiralty or equity, against them or any of them which Ulansky and his heirs, executors, administrators, successors and assigns ever had, now have or in the future can, shall or may have, for, upon or by reason of any matter, cause or thing arising from the beginning of the world to the date of this Release, except for any obligation of the Company pursuant to Section 2 of this Release.

 

6. Each Party agrees to execute and deliver such other documents, and do such other acts and things, as the other Party may reasonably request for the purpose of carrying out the intent of this Release.

 

7. This Release may not be amended, supplemented, or otherwise modified except in a writing signed by the person against whose interest such change will operate.

 

8. All matters relating to or arising out of this Release will be governed by and construed and interpreted under the laws of the State of Nevada, without regard to conflicts of laws principles that would require the application of any other law.

 

9. Ulansky represents and warrants that he is authorized to execute this Release on behalf of his family members and affiliates.

 

10. If any provision of this Release is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Release will remain in full force and effect. Any provision of this Release held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

 

[Signatures on following page]

 

 

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IN WITNESS WHEREOF , each of the Parties has executed and delivered this Release as of the date first written above.

 

Address

Signature

 

iMine Corporation

IMINE CORPORATION

 

8520 Allison Pointe Blvd Ste. 223 #87928

 

 

 

Indianapolis, Indiana 46250

By:

/s/ Daniel Tsai

 

Email: danielt@iminecorp.com

 

Daniel Tsai, Chief Executive Officer

 

 

 

 

 

 

/s/ Chad Ulansky

 

 

 

Chad Ulansky

 

 

 

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