United Royale Holdings Corp. (Form: 8-K, Received: 10/13/2021 06:03:23)

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

September 23, 2021

Date of Report (Date of earliest event reported)

United Royale Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada

333-208978

98-1253258

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2 Campbell Drive, Suite 307C

Uxbridge, Ontario, Canada

L9P 1H6

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (647) 400-6927

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 Securities Act (17 CFR 230.425)

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

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		URYL		NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Beginning on September 23, 2021, United Royale Holdings Corp., a Nevada corporation (the “Registrant” or “Company”), has initiated its plan to acquire at least majority interest in TrueNorth Quantum Inc. (the “Exchange”), an Ontario corporation (“TrueNorth”) via entry of several related agreements, including Exchange Agreements, a Support Agreement and Trust Agreement, each as described in more detail below. The structure of the acquisition is as follows:

TN ExchangeCo Inc., a corporation existing under the laws of the Province of Alberta, Canada (“ExchangeCo”) will acquire interests in TrueNorth via multiple Share Exchange Agreements (each an “Canadian Exchange Agreement,” and collectively, “Canadian Exchange Agreements”) between ExchangeCo, the Company and certain Canadian shareholders of TrueNorth (the “Canadian TrueNorth Shareholders”). Pursuant to the Canadian Exchange Agreements, the Canadian Truenorth Shareholders will exchange their shares in TrueNorth for newly-issued shares in ExchangeCo. The Canadian TrueNorth Shareholders will each receive fourteen (14) newly-issued, no par value, exchangeable shares of ExchangeCo (“Exchangeable Shares”) for every one (1) share of TrueNorth exchanged. The Exchangeable Shares are exchangeable on a one-for-one basis with shares of the Registrant’s common stock (“Common Shares”).

In addition to the Canadian Exchange Agreements; the Company will directly acquire interests in TrueNorth via multiple Share Exchange Agreements directly with non-Canadian TrueNorth Shareholders (each a “Non-Canadian Exchange Agreement,” and collectively, “Non-Canadian Exchange Agreements” and together with the Canadian Exchange Agreements as, “Exchange Agreements”) between the Company and certain non-Canadian shareholders of TrueNorth (the “Non- Canadian TrueNorth Shareholders”). Pursuant to the Non-Canadian Exchange Agreements, the Non-Canadian TrueNorth Shareholders will exchange their shares in TrueNorth directly with the Company for fourteen (14) newly-issued Common Shares of the Company.

The Exchange will not close until a date selected by ExchangeCo and the Company once TrueNorth Shareholders holding at least a majority of the shares of TrueNorth have executed Exchange Agreements. To date, TrueNorth Shareholders holding approximately 89% of the shares of TrueNorth have entered Exchange Agreements and the Exchange is expected to close shortly.

In connection with the Exchange, the Registrant and ExchangeCo also entered into (i) a Support Agreement (the “Support Agreement”) with TN Callco Inc., a company existing under the laws of the province of Alberta and wholly owned subsidiary of the Company (“Callco”) and certain TrueNorth Shareholders; and (ii) a Voting and Exchange Trust Agreement (the “Trust Agreement”) with TSX Trust Company, a trust company existing under the laws of Canada (“Trustee”) and certain TrueNorth Shareholders.

Pursuant to the Support Agreement, which was executed September 23, 2021, the Registrant agreed (i) to place certain limitations on its ability to declare dividends, issue additional securities, reclassify or reorganize its capital stock, and conduct certain transactions outside the ordinary course of business, (ii) to reserve sufficient unissued Common Shares to allow for the exchange of all Exchangeable Shares, and (iii) not to initiate or attempt to cause the voluntary liquidation, dissolution or winding up of ExchangeCo, until such time as there are no more Exchangeable Shares not held by the Registrant or its affiliates outstanding.

Pursuant to the Trust Agreement, which was executed September 23, 2021, the Registrant agreed to issue to Trustee one (1) Series A Preferred Share of the Registrant, par value $0.0001 per share (the “Super Voting Share”), to be held by Trustee until such time as ExchangeCo’s Exchangeable Shares shall have been fully exchanged for Common Shares, at which time the Super Voting Share shall be automatically cancelled. Until such time as the Super Voting Share is cancelled, it will have the number of votes equal to one (1) vote plus the number of Exchangeable Shares outstanding as of any given record date for determining stockholders entitled to vote. Trustee agreed to vote in accordance with instructions it receives from the TrueNorth Shareholders. The Super Voting Share is entitled to vote at all meetings of the stockholders of the Registrant at which the holders of the Registrant’s Common Shares are entitled to vote, and with respect to any written consents sought by the Registrant from the holders of such Common Shares. The Super Voting Share is not convertible nor entitled to receive dividends or distributions upon the liquidation or winding up of the Registrant.

The Exchange Agreement, Support Agreement, and Trust Agreement (collectively, the “Transaction Documents”) include customary representations, warranties and covenants of the parties thereto made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Transaction Documents and are not intended to provide factual, business, or financial information about the parties. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to stockholders or different from what a stockholder might view as material, (iii) may have been used for purposes of allocating risk among the parties, rather than establishing matters as facts, or (iv) may have been qualified by certain disclosures not reflected in the Transactions Documents that were made to the other party in connection with the negotiation of the Transaction Documents and generally were solely for the benefit of the parties to each agreement.

The Exchange is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. As a result of the Exchange, TrueNorth becomes a wholly owned subsidiary of ExchangeCo. TrueNorth Shareholders who are resident Canadians and not exempt from tax under Part I of the Income Tax Act (Canada) (or, in the case of a partnership, none of the partners of which is exempt from tax under Part I of the Income Tax Act (Canada)) may elect to receive consideration that includes the Registrant’s Common Shares. The Exchangeable Share structure is designed to provide an opportunity for such shareholders who make a valid tax election with ExchangeCo to defer all or part of the Canadian income tax on any capital gain that would otherwise arise on an exchange of their TrueNorth common shares for Common Shares under the Exchange.

Upon closing of the Exchange, the Company will own and control TrueNorth as follows: the Company owns 100% of Callco; Callco owns 100% of Exchangeco, and Exchangeco holds a majority of TrueNorth.

The description of the terms and conditions of the Transaction Documents and the transactions contemplated thereunder that are material to the Registrant contained in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Documents, copies of which are attached hereto as exhibits.

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

On October 4, 2021, the Company amended its Articles of Incorporation to (i) change its name to TrueNorth Quantum Inc. and (ii) designate the Super Voting Share discussed in Item 1.01 and 5.07, which descriptions are incorporated herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 4, 2021, United Royale Holdings Corp. (the “Company” or “URYL”) received the written consent of shareholders holding a majority of the issued and outstanding common stock of the Company to approve (i) changing the Company’s name to TrueNorth Quantum Inc., (ii) designating one (1) share of the Company’s preferred stock as Series A Preferred Stock, par value $0.0001 per share (the “Super Voting Share”), (iii) adopting and implementing an incentive stock option plan (“ISO Plan”), and (iv) adopting and implementing a deferred stock unit plan (“DSU Plan”). The Company’s Board has also approved the foregoing actions by written consent.

Until such time as the Super Voting Share is cancelled, it will have the number of votes equal to one (1) vote plus the number of shares of Class A Stock, par value $0.0001 per share (“Class A Shares”), of TrueNorth ExchangeCo Inc., a wholly-owned subsidiary of the Company existing under the laws of the Province of Alberta, Canada (“ExchangeCo”), outstanding as of any given record date for determining stockholders entitled to vote. The Super Voting Share will be entitled to vote at all meetings of the stockholders of the Company at which the holders of the Company’s common stock are entitled to vote, and with respect to any written consents sought by the Company from the holders of such common stock. The Super Voting Share will not be convertible nor entitled to receive dividends or distributions upon the liquidation or winding up of the Company. The Super Voting Share will be automatically cancelled at such time as ExchangeCo has no more Class A Shares issued or outstanding.

The ISO Plan will authorize the Company to issue to participants various kinds of securities, including incentive stock options, non-qualified stock options, stock appreciated rights, and shares of the Company’s common stock. The maximum number of shares of common stock that will be available for issuance under the ISO Plan shall be equal to fifteen percent (15%) of the Company’s issued and outstanding common stock at any given time.

The DSU Plan will authorize the Company to issue Deferred Share Units (“DSU’s”), which give participants the right to receive from the Company, after termination of employment with the Company, an amount in respect of each DSU that is equal to the average of the closing prices of common shares of the Company on OTCMarkets.com for the five (5) consecutive trading days immediately prior to the date that the DSU is exercised by the applicable participant. The number of DSU’s issuable pursuant to the DSU Plan shall be equal to twenty percent (20%) of the Company’s issued and outstanding common stock at any given time

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith.

Exhibit No.		Description
2.1		TrueNorth Canadian Exchange Agreement
2.2		TrueNorth Non-Canadian Exchange Agreement
3.1		Certificate of Amendment
9.1		TrueNorth Trust Agreement
10.1		TrueNorth Support Agreement
10.2		Incentive Stock Option Plan
10.3		Deferred Stock Unit Plan
104		Cover Page Interactive Data File formatted in IXBRL

Forward- Looking Statements

Certain statements contained in this Current Report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this Current Report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.

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.

	United Royale Holdings Corp.

Date: October 12, 2021	By:	/s/ Gary Bartholomew
		Gary Bartholomew, CEO

Exhibit 2.1

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made effective as of the day and month executed below.

BETWEEN:

Name

(the "Vendor")

and –

TN ExchangeCo Inc., a corporation existing under the laws of the Province of Alberta (the "Purchaser")

and -

United Royale Holdings, Inc., a corporation existing under the laws of the State of Nevada (the "Purchaser Parent")

WHEREAS:

the Vendor is the registered and beneficial owner of ______ common shares (the “Sold Shares”) in the capital stock of TrueNorth Quantum Inc. (“TNQ Shares”);

the Purchaser is the wholly owned subsidiary of Purchaser Parent, and is offering to purchase all of the issued and outstanding TNQ Shares, on the basis of 14 redeemable, retractable, exchangeable shares in the capital stock of the Purchaser (the “Exchangeable Shares”) for each TNQ Share outstanding;

each Exchangeable Share:

can be exchanged by a holder for one (1) common share in the capital stock of Purchaser Parent, subject to certain call rights granted to the Purchaser Parent and TN Callco Inc. (“CallCo”);

has the equivalent to one (1) vote in Purchaser Parent, as though the Exchangeable Share was a common share of Purchaser Parent;

has equivalent dissolution and dividend rights as though each Exchangeable Share was a common share of Purchaser Parent;

the Vendor is desirous of selling and the Purchaser is desirous of purchasing the Sold Shares in consideration for Exchangeable Shares upon the terms and conditions herein set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Vendor, the Purchaser and the Purchaser Parent (the “Parties”) covenant and agree as follows:

The recitations, preamble and schedules hereto are true and correct and form an integral part of this Agreement.

In this Agreement, unless the context otherwise requires, the following terms mean:

"Closing Date" shall mean the day which is 28 days after filing by Purchaser Parent, of a Super 8K with the U.S. Securities and Exchange Commission or such other earlier date as may be determined by the Purchaser acting reasonably.

“Purchase Price” for the Sold Shares shall be US$0.05357 at a deemed exchange rate of US / CDN $1.268 for a price of CDN$0.068 for every one (1) Sold Share.

On the Closing Date, the Vendor hereby agrees to sell and transfer to the Purchaser and the Purchaser agrees to purchase and accepts from the Vendor, the Vendor's entire right, title and interest in and to the Sold Shares for the Purchase Price. The Purchaser hereby agrees to pay the Purchase Price to the Vendor by issuing on the Closing Date, 14 Exchangeable Shares for every one (1) Sold Share.

The Parties agree that the Purchase Price is intended to be the fair market value thereof immediately before the Closing Date and declare it to the bona fide belief and agreement of the Parties as to such fair market value.

The Vendor and Purchaser agree to file a joint election under subsection 85(1) of the Income Tax Act (Canada) (the “Tax Act”) in prescribed form (CRA form T2057) and within the prescribed time period, electing that the agreed amount in respect of the transfer the Sold Shares shall be an amount equal to the cost to the Vendor of the Sold Shares for the purposes of the Tax Act immediately before the transfer. The Vendor and the Purchaser agree to file corresponding joint elections under any applicable provincial taxing statutes. Such tax elections shall be prepared by the Purchaser’s accountants. If at any time after filing a T2057 election form it is determined by a tribunal, court of competent jurisdiction, governmental revenue authority, agreement between the Vendor and the Purchaser or otherwise that the agreed amount set out in the filed T2057 election form in respect of the Sold Shares is something other than an amount equal to the cost to the Vendor of the Sold Shares for the purposes of the Tax Act immediately before the transfer (the “True ACB”), the Vendor and the Purchaser shall re-file an amended T2057 election form so that the agreed amount in respect of the Sold Shares is the True ACB, subject to the limitations in the Tax Act. The Vendor shall be liable for any taxes, interest, penalties, and reasonable expenses payable by the Purchaser in connection with such re-filing.

The Vendor represents and warrants to the Purchaser as follows:

That the Vendor is the registered and beneficial owner of the Sold Shares and the Vendor has good right to assign and transfer the same unto the Purchaser free and clear of all liens, charges and encumbrances except as such liens, charges and encumbrances are fully disclosed and agreed to by the Purchaser; and

That the Sold Shares are not subject to an option, or right capable of becoming an option, for the purchase of the Sold Shares and that any consents, approvals or waivers of rights of first refusal required to be obtained by the Vendor with respect to the transfer of the Sold Shares to the Purchaser has been or will be obtained and that any interests in the Sold Shares which cannot be transferred as contemplated by this Agreement shall be held in trust by the Vendor for the Purchaser until such transfer takes place.

The Vendor represents and warrants that the Vendor is a resident for taxation purposes at the address stipulated on the first page of this Agreement. If that residence is:

Canada, the vendor represents, warrants covenants and acknowledges:

That the Vendor is not a non-resident within the meaning of Tax Act.

ii.

Offers and sales of any of the Securities (as defined below) prior to the expiration of a period of six months after the date of the issuance of the Securities (such six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act (defined below) or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state securities laws, and the Vendor and any transferee of the Securities agree not to engage in hedging transactions involving the Securities unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state securities laws.

iii.

The issuer is not currently a reporting issuer in any Province or Territory of Canada and, as a result, the Canadian hold period to which the Securities are subject will be indefinite in every Canadian jurisdiction in which the Securities are issued, until the Issuer becomes a reporting issuer in such jurisdiction. There is no assurance that the Issuer will ever become a reporting issuer in any Province or Territory of Canada in the future. The Vendor further understands that these resale restrictions will be legended on the certificates representing the Securities and the Vendor agrees to comply with such resale restrictions.

iv.

The Vendor is a resident of Canada (or if not an individual has its head office) in the jurisdiction set forth herein. Such address was not created and is not used solely for the purpose of acquiring the Securities and the Vendor was solicited to purchase in such jurisdiction.

That:

The offer was not made to the Vendor when the Vendor was in the United States and, at the time the Vendor’s buy order was made, the Vendor was outside the United States, and this Agreement was not executed or delivered in the United States;

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the Securities Act; and

the Vendor has no intention to distribute either directly or indirectly any of the Securities in the United States or to a U.S. Person, except in compliance with the Securities Act and all applicable state securities laws.

vi.

The Vendor is not a U.S. Person (as defined in Regulation S of the Securities Act).

vii.

The Vendor is not and will not be purchasing Securities for the account or benefit of any U.S. Person.

viii.

The Vendor is not purchasing the Purchased Securities as a result of any Directed Selling Efforts (as defined in Regulation S of the Securities Act).

ix.

No prospectus or registration statement has been or is intended to be filed by the Issuer with the Canadian Securities Commissions in connection with the issuance of the Securities, the issuance is intended to be exempted from the prospectus requirements of the applicable legislation and as a consequence of acquiring the Securities pursuant to these exemptions: the Vendor is restricted from using most of the civil remedies available under the applicable legislation; the Vendor may not receive information that would otherwise be required to be provided to the Vendor under the Applicable Legislation; and the Purchaser and Purchaser Parent are relieved from certain obligations that would otherwise apply under the Applicable Legislation.

Neither the Purchaser or Purchaser Parent is currently a reporting issuer in any Province or Territory of Canada and, as a result, the Canadian hold period to which the Securities are subject will be indefinite in every Canadian jurisdiction in which the Securities are issued, until the Issuer becomes a reporting issuer in such jurisdiction. There is no assurance that the Issuer will ever become a reporting issuer in any Province or Territory of Canada in the future. The Vendor further understands that these resale restrictions will be legended on the certificates representing the Securities and the Vendor agrees to comply with such resale restrictions.

xi.

All of the representations and warranties in subsection (b) below are true and correct as to Vendor an all representations and warranties of vendor will be true and correct upon exchange of the Exchangeable Shares for shares of the Vendor Parent.

If that residence is in the United States, the Vendor represents, warrants covenants and acknowledges::

Vendor acknowledges and agrees that the Exchangeable Shares and the shares of Purchaser Parent for which they will be exchanged (collectively, “Securities”) are characterized as “restricted securities” under applicable U.S. federal and state securities laws, including Rule 144 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act, and that pursuant to these laws, Vendor must hold the Shares indefinitely unless subsequently registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Vendor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. It is further understood that the stock certificates to be issued pursuant to the terms of this Agreement may bear one or more legends restricting the transfer of the Securities or as otherwise required by applicable state law.

ii.

Vendor is acquiring the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.

iii.

Vendor represents and warrants to the Company that it is “Accredited Investor” as defined in Rule 501 under the U.S. Securities Act of 1933, as amended (“Securities Act”). Further, Vendor (i) understands that its investment in Securities involves a high degree of risk, (ii) is experienced in making investments of the kind described in this Agreement, (iii) is able to afford the entire loss of its investment in the Securities, and (v) has no need for liquidity in its investment in Securities. Vendor is not purchasing Securities in any manner as a representative of a charitable remainder unitrust or a charitable remainder trust.

iv.

If the Vendor is an entity, Vendor represents that: (i) it was not formed for the purpose of investing in Securities; (ii) each of the Vendor’s beneficial owners participates in investments made by Vendor pro rata in accordance with its interest in Vendor and, accordingly, the Vendor’s beneficial owners cannot opt-in or opt- out of investments made by the Vendor; and (iii) the Vendor’s beneficial owners did not and will not contribute additional capital (other than previously committed capital) for the purpose of purchasing the Securities. Further, either (x) all of the Vendor’s outstanding securities (other than short-term paper) are beneficially owned by one natural person, or (y) the Vendor is not an “investment company” under Section 3(a) of the U.S. Investment Company Act of 1940 or an entity which would be an “investment company” but for the exception provided for in Section 3(c)(1) or Section 3(c)(7) of such Act.

If the Vendor is an entity in which a holder of an interest in such entity may decide whether or how much to invest by means of such entity in various investment vehicles including Securities, then the Vendor shall notify the Purchaser and Purchaser Parent as to the number of holders of interests in the Vendor, the number of holders of iwould be an “investment company” but for the exception provided for in Section 3(c)(1) or Section 3(c)(7) of such Act.nterests in the Vendor that hold interests in the Purchaser and Purchaser Parent through the Vendor, whether all are categorized as “accredited investors” as that term is defined in Rule 501 under the Securities Act, and any changes to either such number.

vi.

Vendor has received and reviewed the Purchaser’s and Purchaser Parent’s governing documents including, but not limited to, its Articles of Incorporation, By- Laws and Shareholder Agreemewould be an “investment company” but for the exception provided for in Section 3(c)(1) or Section 3(c)(7) of such Act.nts, and hereby agrees to be bound thereto and abide by the provisions thereof. Vendor has been furnished with all materials relating to the business, finances and operations of the Purchaser and Purchaser Parent and materials relating to the offer and sale of the Securities which have been requested by the Vendor. Vendor has been afforded the opportunity to ask questions of the Purchaser and Purchaser Parent and has received complete and satisfactory answers to any such inquiries. If desired, Vendor has consulted its own advisors with respect to its proposed purchase of the Shares. Except as set forth herein, no representations or warranties have been made to Vendor by the Purchaser and Purchaser Parent, or any officer, partner, agent, representative, employee or affiliate thereof and, in entering into this transaction, the Vendor is not relying upon any information, other than that contained herein.

vii.

Vendor did not learn of the Securities by way of general solicitation and was not solicited by any person or entity without a pre-existing relationship with Vendor.

viii.

The Vendor represents and warrants that (i) the Securities are to be purchased with funds that are from legitimate sources in connection with its regular business activities and which do not constitute the proceeds of criminal conduct; (ii) the Shares are not being acquired, and will not be held, in violation of any applicable laws; (iii) the Vendor is not listed on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control (“OFAC”); and (iv) the Vendor is not a senior foreign political figure, or any immediate family member close associate of a senior foreign political figure.

ix.

The Vendor has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Vendor resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and of the fact that the Vendor may not be able to resell the Securities except in accordance with the applicable securities legislation and regulatory policies.

If required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Vendor will execute, deliver, file and otherwise assist the Purchaser Parent in filing, such reports, undertakings and other documents with respect to the issuance of the Securities as may be required.

xi.

The Vendor has no knowledge of a “material fact” in the affairs of the Purchaser Parent that has not been generally disclosed to the public, except knowledge of this particular transaction.

xii.

The Vendor has been advised and had the opportunity to consult with its own legal and tax advisors with respect to the execution, delivery and performance by it of this Agreement and the transactions contemplated herein and with respect to applicable resale restrictions and tax considerations, and it is solely responsible for compliance with applicable resale restrictions and applicable tax legislation.

xiii.

The Vendor has not received, nor has the Vendor requested, nor does the Vendor have any need to receive, any prospectus, offering memorandum or other document describing the business and affairs of the Purchaser and Purchaser Parent in order to assist the Vendor in making an investment decision in respect of the Securities and the Vendor has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Securities.

xiv.

The foregoing representations shall be true and correct upon Vendor’s exchange of Exchangeable Shares into shares of the Purchaser Parent.

The Purchaser represents and warrants that it has the corporate capacity to enter into and execute this Agreement and that it has taken the necessary steps to authorize the execution and completion of this Agreement and all documents related to this Agreement.

Each of the Parties shall at any time and from time to time hereafter, comply with all necessary reporting requirements and obtain all necessary approvals, take any and all steps to execute, acknowledge and deliver any and all further instruments and assurances that either party may reasonably require for the purpose of giving full force and effect to the provisions of this Agreement, including, without limiting the generality of the foregoing, any deeds, documents, election forms, applications, consents, transfers, assignments or novations that may be necessitated by or as a result of this Agreement.

10.

The representations and warranties contained in this Agreement shall survive the execution of this Agreement.

11.

The Vendor acknowledges that the transfer of the Sold Shares does not constitute a gift to or a benefit for any person or any other shareholder of the Purchaser.

12.

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective assigns and successors.

13.

Wherever the singular or masculine is used, the same shall be construed as meaning the plural or the feminine (or neuter in a case not involving an individual), wherever the context so requires.

14.

This Agreement shall be interpreted and construed in accordance with the laws of the Province of Alberta.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

15.

This Agreement may be validly executed in counterpart and electronically.

TN ExchangeCo Inc.

per:	*signed “Gary Bartholomew”*
	Gary Bartholomew


United Royale Holdings, Inc.

per:	*signed “Gary Bartholomew”*
	Gary Bartholomew

	NAME
	Name of Investor

	By: /s/ Name___________________________________
	Authorized Signatory

ACKNOWLEDGEMENT TO SUPPORT AGREEMENT

I, the undersigned, acknowledge that I have received and reviewed a copy of the Support Agreement effective as of September 23, 2021 between United Royale Holdings, Inc., TN Callco Inc., TN Exchangeco Inc. and Doug Beynon (the “Agreement”).

I agree that to be bound by the provisions of the Agreement as if I were an original signatory thereto.

	NAME
	Name of Investor

	By: /s/ Name___________________________________
	Authorized Signatory

ACKNOWLEDGEMENT TO VOTING AND EXCHANGE TRUST AGREEMENT

I, the undersigned, acknowledge that I have received and reviewed a copy of the Voting and Exchange Trust Agreement effective as of September 23, 2021 between United Royale Holdings, Inc., TN Exchangeco Inc., TSX Trust Company and Doug Beynon (the “Agreement”).

I agree that to be bound by the provisions of the Agreement as a Holder as if I were an original signatory thereto.

	NAME
	Name of Investor

	By: /s/ Name___________________________________
	Authorized Signatory

Exhibit 2.2

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made effective as of the day and month executed below.

BETWEEN:

[VENDOR]

(the "Vendor")

- and -

United Royale Holdings, Inc., a corporation existing under the laws of the State of Nevada (the "Purchaser ")

WHEREAS:

the Vendor is the registered and beneficial owner of [# SHARES] common shares (the “Sold Shares”) in the capital stock of TrueNorth Quantum Inc. (“TNQ Shares”);

the Purchaser, directly and indirectly through its wholly owned subsidiaries, is offering to purchase all of the issued and outstanding TNQ Shares, for common shares in the capital stock of the Purchaser (the “Consideration Shares”) on the basis of 14 Consideration Shares for each TNQ Share outstanding;

the Vendor is desirous of selling and the Purchaser is desirous of purchasing the Sold Shares in consideration for Consideration Shares upon the terms and conditions herein set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Vendor and the Purchaser (the “Parties”) covenant and agree as follows:

The recitations, preamble and schedules hereto are true and correct and form an integral part of this Agreement.

In this Agreement, unless the context otherwise requires, the following terms mean:

"Closing Date" shall mean the day which is 28 days after filing by the Purchaser, of an 8K with the U.S. Securities and Exchange Commission, announcing the closing of the purchase of TrueNorth Quantum by the Purchaser, or such other earlier date as may be determined by the Purchaser acting reasonably.

“Purchase Price” for the Sold Shares shall be US$0.05357 at a deemed exchange rate of US / CDN $1.268 for a price of CDN$0.068 for every one (1) Sold Share.

The Vendor represents and warrants to the Purchaser as follows:

The Vendor represents and warrants that the Vendor is a resident for taxation purposes in the jurisdiction stipulated on record by TrueNorth Quantum Inc. for the Sold Shares. If that residence is:

not in the United States, the vendor represents, warrants covenants and acknowledges:

ii.

The issuer is not currently a reporting issuer other than as reporting in the United States, as a result, the hold period to which the Securities are subject will be indefinite in every jurisdiction in which the Securities are issued, until the Issuer becomes a reporting issuer in such jurisdiction. There is no assurance that the Issuer will ever become a reporting issuer in any such jurisdiction in the future. The Vendor further understands that these resale restrictions will be legended on the certificates representing the Securities and the Vendor agrees to comply with such resale restrictions.

iii.

The Vendor is a resident of the jurisdiction on record with for the Sold Shares (or if not an individual has its head office) in the jurisdiction set forth herein. Such address was not created and is not used solely for the purpose of acquiring the Securities and the Vendor was solicited to purchase in such jurisdiction.

iv.

That:

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the Securities Act; and

The Vendor is not a U.S. Person (as defined in Regulation S of the Securities Act).

vi.

The Vendor is not and will not be purchasing Securities for the account or benefit of any U.S. Person.

vii.

The Vendor is not purchasing the Purchased Securities as a result of any Directed Selling Efforts (as defined in Regulation S of the Securities Act).

viii.

No prospectus or registration statement has been or is intended to be filed by the Issuer with any Securities regulators in connection with the issuance of the Securities, the issuance is intended to be exempted from the prospectus requirements of the applicable legislation and as a consequence of acquiring the Securities pursuant to these exemptions: the Vendor is restricted from using most of the civil remedies available under the applicable legislation; the Vendor may not receive information that would otherwise be required to be provided to the Vendor under the Applicable Legislation; and the Purchaser are relieved from certain obligations that would otherwise apply under the applicable legislation.

ix.

the Purchaser is not reporting in any jurisdiction other than the United States and, as a result, the hold period to which the Securities are subject will be indefinite in every jurisdiction in which the Securities are issued, until the Issuer becomes a reporting issuer in such jurisdiction. There is no assurance that the Issuer will ever become a reporting issuer in any such jurisdiction in the future. The Vendor further understands that these resale restrictions will be legended on the certificates representing the Securities and the Vendor agrees to comply with such resale restrictions.

All of the representations and warranties in subsection (b) below are true and correct as to Vendor an all representations and warranties of vendor will be true and correct upon exchange of the Consideration Shares for shares of the Vendor Parent.

If that residence is in the United States, the Vendor represents, warrants covenants and acknowledges:

Vendor acknowledges and agrees that the Consideration Shares for which they will be exchanged (collectively, “Securities”) are characterized as “restricted securities” under applicable U.S. federal and state securities laws, including Rule 144 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act, and that pursuant to these laws, Vendor must hold the Shares indefinitely unless subsequently registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Vendor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities. It is further understood that the stock certificates to be issued pursuant to the terms of this Agreement may bear one or more legends restricting the transfer of the Securities or as otherwise required by applicable state law.

ii.

iii.

iv.

If the Vendor is an entity, Vendor represents that: (i) it was not formed for the purpose of investing in Securities; (ii) each of the Vendor’s beneficial owners participates in investments made by Vendor pro rata in accordance with its interest in Vendor and, accordingly, the Vendor’s beneficial owners cannot opt-in or opt-out of investments made by the Vendor; and (iii) the Vendor’s beneficial owners did not and will not contribute additional capital (other than previously committed capital) for the purpose of purchasing the Securities. Further, either (x) all of the Vendor’s outstanding securities (other than short-term paper) are beneficially owned by one natural person, or (y) the Vendor is not an “investment company” under Section 3(a) of the U.S. Investment Company Act of 1940 or an entity which would be an “investment company” but for the exception provided for in Section 3(c)(1) or Section 3(c)(7) of such Act.

If the Vendor is an entity in which a holder of an interest in such entity may decide whether or how much to invest by means of such entity in various investment vehicles including Securities, then the Vendor shall notify the Purchaser as to the number of holders of interests in the Vendor, the number of holders of interests in the Vendor that hold interests in the Purchaser through the Vendor, whether all are categorized as “accredited investors” as that term is defined in Rule 501 under the Securities Act, and any changes to either such number.

vi.

Vendor has received and reviewed the Purchaser’s governing documents including, but not limited to, its Articles of Incorporation, By-Laws and Shareholder Agreements, and hereby agrees to be bound thereto and abide by the provisions thereof. Vendor has been furnished with all materials relating to the business, finances and operations of the Purchaser and materials relating to the offer and sale of the Securities which have been requested by the Vendor. Vendor has been afforded the opportunity to ask questions of the Purchaser and has received complete and satisfactory answers to any such inquiries. If desired, Vendor has consulted its own advisors with respect to its proposed purchase of the Shares. Except as set forth herein, no representations or warranties have been made to Vendor by the Purchaser, or any officer, partner, agent, representative, employee or affiliate thereof and, in entering into this transaction, the Vendor is not relying upon any information, other than that contained herein.

vii.

Vendor did not learn of the Securities by way of general solicitation and was not solicited by any person or entity without a pre-existing relationship with Vendor.

viii.

ix.

If required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Vendor will execute, deliver, file and otherwise assist the Purchaser in filing, such reports, undertakings and other documents with respect to the issuance of the Securities as may be required.

xi.

The Vendor has no knowledge of a “material fact” in the affairs of the Purchaser that has not been generally disclosed to the public, except knowledge of this particular transaction.

xii.

xiii.

The Vendor has not received, nor has the Vendor requested, nor does the Vendor have any need to receive, any prospectus, offering memorandum or other document describing the business and affairs of the Purchaser in order to assist the Vendor in making an investment decision in respect of the Securities and the Vendor has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Securities.

The representations and warranties contained in this Agreement shall survive the execution of this Agreement.

10.

The Vendor acknowledges that the transfer of the Sold Shares does not constitute a gift to or a benefit for any person or any other shareholder of the Purchaser.

11.

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective assigns and successors.

12.

Wherever the singular or masculine is used, the same shall be construed as meaning the plural or the feminine (or neuter in a case not involving an individual), wherever the context so requires.

13.

This Agreement shall be interpreted and construed in accordance with the laws of the Province of Alberta.

14.

This Agreement may be validly executed in counterpart and electronically.

United Royale Holdings, Inc.

per:   signed “Gary Bartholomew”      

Gary Bartholomew

                     [VENDOR]                                

Name of Vendor

_______________________________

Signature

           [VENDOR SIGNATORY]                 

Name and Capacity of Signatory (if applicable)

Exhibit 3.1

Filed in the Office of Secretary of State State Of Nevada Business Number E0325772015 - 4 Filing Number 20211803734 Filed On 10/4/2021 3:43:00 PM Number of Pages 4

DocuSign Envelope ID : 259839E6 - C82C - 44FA - A3D8 - 3D85DFBF6D39 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 4 T 5 C c 6 ( Profit Corporation: Certificate of Amendment cPuRsuANT TO NRs 78 . 380 & 78.385/78 . 390) Certificate to Accompany Restated Articles or Amended and Restated Articles cPuRsuANT TO NRs 78.403) Officer's Statement (PuRsuANT To NRs 80 . 030) . Effective Date and ime: (Optional) Date : Time : I --- (must not be later than 90 days after the certificate is filed) . Information Being hanged: (Domestic orporations only) Changes to takes the following effect: The entity name has been amended . D The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) D The purpose of the entity has been amended. Ƒ The authorized shares have been amended . D The directors , managers or general partners have been amended . D IRS tax language has been added . D Articles have been added . D Articles have been deleted. Other. The articles have been ame ded as follows: (provide article numbers , if available) The articles are amended as set forth on Exhibit A attached hereto. (attach additional page(s) if necessary) . Signature: Required) I Gar y Bartholomew , CE O Signature of Officer or Authorized Signer Title x _ Signature of Off i cer or Authorized Signer Title * If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote , in addition to the affirmative vote otherwise required , of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof . Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees . Page 2 of 2 Revised : 1 / 1 / 2019

Exhibit A.

Article 1 is hereby amended to read as follows:

The name of the corporation is TrueNorth Quantum, Inc.

Article 3 is hereby amended to read as follows:

3.1.	Total Authorized.

The total number of shares of all classes of capital stock that the corporation has authority to issue is 800,000,000 shares, consisting of: 600,000,000 shares of Common Stock, $0.0001 par value per share ("Common Stock") and 200,000,000 shares of Preferred Stock, $0.0001 par value per share ("Preferred Stock"). One (1) share of Preferred Stock is designated as "Series A Preferred Stock" with the rights, privileges and limitations set forth herein.

3.2.	Series A Preferred Stock.

3.2.1.

Voting Rights.

(a) The holder of record of the share of Series A Preferred Stock, except as otherwise required under applicable law or as set forth in subparagraph (b) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the Company.

(b) With respect to all meetings of the stockholders of the Company at which the holders of the Company's Common Stock are entitled to vote (each, a "Stockholder Meeting") and with respect to any written consents sought by the Company from the holders of such Common Stock (each, a "Stockholder Consent"), the holder of the share of Series A Preferred Stock shall vote together with the holders of such Common Stock as a single class except as otherwise required under applicable law, and the holder of the share of Series A Preferred Stock shall be entitled to cast on such matter a number of votes equal to one vote plus the number of Exchangeable Shares (the "Exchangeable Shares") of TrueNorth ExchangeCo Inc., a corporation existing under the laws of the Province of Alberta ("Canco"), outstanding as of the record date for determining stockholders entitled to vote at such Stockholder Meeting or in connection with the applicable Stockholder Consent (i) that are not owned by the Company or its affiliates and (ii) as to which the holder of the share of Series A Preferred Stock has received voting instructions from the holders of such Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement (the "Trust Agreement") to be entered into among the Company, Canco and the trustee thereunder (the "Trustee").

3.2.2. Dividend and Distribution Rights. The holder of record of the share of Series A Preferred Stock shall not be entitled to receive any dividends or distributions declared and paid by the Company.

3.2.3. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holder ofrecord of the Series A Preferred Stock shall not be entitled to receive any assets of the Company available for distribution to its stockholders.

3.2.4.

Other Provisions.

(a) The holder of record of the share of Series A Preferred Stock shall not have any rights hereunder to convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Company.

(b) The Trustee shall exercise the voting rights attached to the share of Series A Preferred Stock pursuant to and in accordance with the Trust Agreement. The voting rights attached to the share of Series A Preferred Stock shall terminate pursuant to and in accordance with the Trust Agreement.

(c) At such time as the share of Series A Preferred Stock has no votes attached to it, the Series A Preferred Stock shall be automatically cancelled.

3.2.5. No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series A Preferred Stock shall have no other rights, privileges or preferences.

3.3.	Designation of Preferred Shares

3.3.1. The Board of Directors is authorized, subject to any limitations prescribed by the laws of the State of Nevada, by resolution or resolutions, to provide for the issuance of the shares of Preferred Stock in one or more series, and, by filing a certificate of designation pursuant to the applicable law of the State of Nevada ("Certificate of Designation"), to establish from time to time the number of shares to be included in each such series, to fix the designation, powers (including voting powers), preferences and relative, participating, optional or other rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof, and to increase (but not above the total number of authorized shares of such class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series.

3.3.2. Except as otherwise expressly provided in any Certificate of Designation designating any series of Preferred Stock pursuant to the foregoing provisions of this Article 3, any new series of Preferred Stock may be designated, fixed and determined as provided herein by the Board of Directors without approval of the holders of Common Stock or the holders of Preferred Stock, or any series thereof, and any such new series may have powers, preferences and rights, including, without limitation, voting powers, dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to or pari passu with the rights of the Common Stock, the Preferred Stock, or any future class or series of Preferred Stock or Common Stock.

Exhibit 9.1

VOTING AND EXCHANGE TRUST AGREEMENT

AGREEMENT made as of September 23, 2021, between United Royale Holdings, Inc., a corporation existing under the laws of the State of Nevada (including any successors thereto) (hereinafter referred to as “United Royale”), TN Exchangeco Inc., a corporation existing under the laws of the Province of Alberta (hereinafter referred to as “Canco”), TSX Trust Company, a trust company existing under the laws of Canada (hereinafter referred to as the “Trustee”), and Doug Beynon, a holder of common shares of TrueNorth Quantum, Inc., and each other holder who becomes a party to this agreement by signing an Acknowledgment in substantially the form attached hereto in Schedule A (the “Holders”).

RECITALS:

A.	In connection with share exchange agreements among United Royale, Canco and the Holders, pursuant to which the Exchangeable Shares are to be issued to the Holders;

B.	United Royale beneficially owns all of the shares in the authorized share structure of Canco, other than the Exchangeable Shares;

C.	The special rights and restrictions of the Exchangeable Shares as set out in the articles of Canco provide, among other things, that the Exchangeable Shares be redeemable and retractable for United Royale Shares; and

D.	In furtherance of the transactions contemplated therein, United Royale and Canco are required to enter into this agreement.

In consideration of the foregoing recitals and statements of fact, which are and shall be deemed to be made by the United Royale and Canco, and not by the Trustee, and the mutual agreements contained herein (the receipt and sufficiency of which are acknowledged), the parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this agreement, each initially capitalized term used and not otherwise defined herein shall have the meaning ascribed thereto in the rights, privileges, restrictions and conditions (collectively, the “Share Provisions”) attaching to the Exchangeable Shares as set out in the articles of Canco and the following terms shall have the following meanings:

“Agency” means any domestic or foreign court, tribunal, federal, state, provincial or local government or governmental agency, department or authority or other regulatory authority (including the NASDAQ) or administrative agency or commission (including the Securities Authorities and the SEC) or any elected or appointed public official.

“Automatic Exchange Right” means the benefit of the obligation of United Royale to effect the automatic exchange of Exchangeable Shares for United Royale Shares pursuant to Section 5.12.

“Beneficiaries” means the registered holders from time to time of Exchangeable Shares, other than United Royale and its affiliates.

“Beneficiary Votes” has the meaning ascribed thereto in Section 4.2(1).

“Board of Directors” means the Board of Directors of Canco.

“Callco” means TN Callco Inc., a corporation existing under the laws of the Province of Alberta.

“Current Market Price” has the meaning has the meaning given to it in the Share Provisions.

“Exchange Right” has the meaning ascribed thereto in Section 5.1(1).

“Exchangeable Share Consideration” has the meaning ascribed thereto in Section 5.4.

“Exchangeable Shares” means the exchangeable shares in the capital of Canco.

“Indemnified Parties” has the meaning ascribed thereto in Section 6.5.

“Insolvency Event” means (i) the institution by Canco of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of Canco to the institution of bankruptcy, insolvency or winding-up proceedings against it, or (ii) the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including the Companies Creditors’ Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by Canco to contest in good faith any such proceedings commenced in respect of Canco within 30 days of becoming aware thereof, or the consent by Canco to the filing of any such petition or to the appointment of a receiver, or (iii) the making by Canco of a general assignment for the benefit of creditors, or the admission in writing by Canco of its inability to pay its debts generally as they become due, or (iv) Canco not being permitted, pursuant to solvency requirements of applicable law, to redeem any Retracted Shares pursuant to Section 6(6) of the Share Provisions.

“Liquidation Event” has the meaning ascribed thereto in Section 5.12(2).

“Liquidation Event Effective Date” has the meaning ascribed thereto in Section 5.12(3).

“List” has the meaning ascribed thereto in Section 4.6.

“OTC” means the OTCQB Venture Market in the United States.

“Officer’s Certificate” means, with respect to United Royale or Canco, as the case may be, a certificate signed by any officer or director of United Royale or Canco, as the case may be.

“Other Corporation” has the meaning ascribed thereto in Section 9.4(c).

“Other Shares” has the meaning ascribed thereto in Section 9.4(c).

“Privacy Laws” has the meaning ascribed thereto in Section 6.14.

“SEC” means the U.S. Securities and Exchange Commission.

“Support Agreement” means an agreement dated the date hereof to be made among United Royale, Canco, Callco and the Holders.

“Trust” means the trust created by this agreement.

“Trust Estate” means the United Royale Special Voting Share, any other securities, the Automatic Exchange Right, the Exchange Right and any money or other property which may be held by the Trustee on behalf of the Trust from time to time pursuant to this agreement.

“Trustee” means TSX Trust Company, or such other trust company existing under the laws of Canada, as may be appointed by United Royale (acting reasonably), and, subject to the provisions of Article 8, includes any successor trustee.

“Voting Rights” means the voting rights attached to the United Royale Special Voting Share.

1.2	Interpretation Not Affected by Headings, etc.

The division of this agreement into Articles, sections and other portions and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this agreement. Unless otherwise specified, references to an “Article” or “section” refer to the specified Article or section of this agreement.

1.3	Number, Gender, etc.

Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4	Date for any Action

If any date on which any action is required to be taken under this agreement is not a business day, such action shall be required to be taken on the next succeeding business day.

ARTICLE 2

PURPOSE OF AGREEMENT

2.1	Establishment of Trust

The purpose of this agreement is to create the Trust for the benefit of the Beneficiaries as herein provided. United Royale, as the settlor of the Trust, hereby establishes and creates the Trust pursuant to the terms and conditions of this agreement, and hereby appoints the Trustee to act as trustee of the Trust. The delivery by United Royale of $1.00 for the purpose of settling the Trust is hereby acknowledged by the Trustee. The Trustee shall hold the United Royale Special Voting Share (as issued to the Trustee under Section 3.1 below) in order to enable the Trustee to exercise the Voting Rights and shall hold the Automatic Exchange Right and the Exchange Right in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this agreement.

ARTICLE 3

UNITED ROYALE SPECIAL VOTING SHARE

3.1

Issue and Ownership of the United Royale Special Voting Share

Immediately following execution of this agreement, United Royale shall issue to the Trustee the United Royale Special Voting Share (and shall deliver the certificate representing such share to the Trustee) to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this agreement. United Royale hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of $1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the United Royale Special Voting Share by United Royale to the Trustee. During the term of the Trust and subject to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the United Royale Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the United Royale Special Voting Share provided that the Trustee shall:

(a)

hold the United Royale Special Voting Share and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this agreement; and

(b)

except as specifically authorized by this agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the United Royale Special Voting Share and the United Royale Special Voting Share shall not be used, sold, transferred, voted, dealt with or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to United Royale Special Voting Shares) other than the purposes for which this Trust is created pursuant to this agreement and in accordance with this agreement.

3.2	Legended Share Certificates

Canco shall cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying each Beneficiary of their right to instruct the Trustee in respect of the exercise of their portion of the Voting Rights in respect of the Exchangeable Shares held by each such Beneficiary.

3.3	Safe Keeping of Certificate

The certificate representing the United Royale Special Voting Share shall at all times be held in safe keeping by the Trustee or its duly authorized agent.

ARTICLE 4

EXERCISE OF VOTING RIGHTS

4.1

Voting Rights

The Trustee, as the holder of record of the United Royale Special Voting Share, shall be entitled to exercise all of the Voting Rights, including the right to consent to or vote in person or by proxy, attaching to the United Royale Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the holders of United Royale Shares at a United Royale Meeting or in connection with a United Royale Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee on behalf of the Beneficiaries subject to the terms of this agreement. Subject to Section 6.12:

(a)

the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries on the record date established by United Royale or by applicable law for such United Royale Meeting or United Royale Consent who are entitled to instruct the Trustee as to the voting thereof;

(b)

to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights; and

(c)

without prejudice to paragraph (b) above, under no circumstances shall the Trustee exercise or permit the exercise of a number of Voting Rights which is greater than the number of Exchangeable Shares outstanding and not owned by United Royale and its affiliates at the relevant time.

4.2	Number of Votes

(1)

With respect to all meetings of shareholders of United Royale at which holders of United Royale Shares are entitled to vote (each, a “United Royale Meeting”) and with respect to all written consents sought from holders of the United Royale Shares (each, a “United Royale Consent”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise that number of votes comprised in the Voting Rights attached to the United Royale Special Voting Share equal to that number of votes which would attach to the United Royale Shares receivable upon the exchange of the Exchangeable Shares owned of record by such Beneficiary on the record date established by United Royale or by applicable law for such United Royale Meeting or United Royale Consent (collectively, the “Beneficiary Votes”), in respect of each matter, question, proposal or proposition to be voted on at such United Royale Meeting or consented to in connection with such United Royale Consent.

(2)

The aggregate Voting Rights on a poll at a United Royale Meeting shall consist of a number of votes equal to one vote per outstanding Exchangeable Share from time to time not owned by United Royale and its affiliates on the record date established by United Royale or by applicable law for such United Royale Meeting or United Royale Consent, and for which the Trustee has received voting instructions from the Beneficiaries in accordance with this agreement. Pursuant to the terms of the Special Voting Share, the Trustee or its proxy is entitled on a vote on a show of hands to one vote in addition to any votes which may be cast by a Beneficiary (or its nominee) on a show of hands as proxy for the Trustee. Any Beneficiary who chooses to attend a United Royale Meeting in person, and who is entitled to vote in accordance with Section 4.8(2), shall be entitled to one vote on a show of hands.

4.3	Mailings to Shareholders

(1)

With respect to each United Royale Meeting or United Royale Consent, the Trustee, Canco or United Royale shall use commercially reasonable efforts to promptly mail or cause to be mailed (or otherwise communicate in the same manner as United Royale utilizes in communications to holders of United Royale Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List to the extent practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by United Royale to its shareholders:

(a)

a copy of such notice, together with any related materials, including any circular, proxy or information statement or listing particulars, to be provided to shareholders of United Royale;

(b)

a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such United Royale Meeting or United Royale Consent or, pursuant to Section 4.7, to attend such United Royale Meeting and to exercise personally the Beneficiary Votes thereat;

(c)

a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give:

(i)

a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or

(ii)

a proxy to a designated agent or other representative of United Royale to exercise such Beneficiary Votes;

(d)

a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised;

(e)

a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and

(f)

a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a United Royale Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions.

(2)

The materials referred to in this Section 4.3 shall be provided to the Trustee by United Royale if the materials are to be sent to Beneficiaries by the Trustee, and the materials referred to in Section 4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, United Royale shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of United Royale Shares. United Royale agrees not to communicate with holders of United Royale Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, United Royale may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case United Royale delivers a certificate to the Trustee stating that United Royale has undertaken to and will perform the obligations set forth in this Section 4.3.

(3)

For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any United Royale Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by United Royale or by applicable law for purposes of determining shareholders entitled to vote at such United Royale Meeting or in respect of such United Royale Consent. United Royale shall notify the Trustee of any decision of the board of directors of United Royale with respect to the calling of any United Royale Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

4.4	Copies of Shareholder Information

United Royale shall deliver to the Trustee copies of all proxy materials (including notices of United Royale Meetings but excluding proxies to vote United Royale Shares), information statements, reports (including all interim and annual financial statements) and other written communications that, in each case, are to be distributed by United Royale from time to time to holders of United Royale Shares in sufficient quantities and in sufficient time so as to enable the Trustee to send or cause to send those materials to each Beneficiary at the same time as such materials are first sent to holders of United Royale Shares. The Trustee shall mail or otherwise send to each Beneficiary, at the expense of United Royale, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by United Royale) received by the Trustee from United Royale contemporaneously with the sending of such materials to holders of United Royale Shares. The Trustee shall also make available for inspection by any Beneficiary during regular business hours at the Trustee’s principal office in Toronto, Ontario, Canada all proxy materials, information statements, reports and other written communications that are (a) received by the Trustee as the registered holder of the Special Voting Share, and (b) made available by United Royale generally to the holders of its shares or specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by United Royale.

Notwithstanding the foregoing, United Royale at its option may exercise the duties of the Trustee to deliver copies of all such materials to each Beneficiary as required by this Section 4.4 so long as in each case United Royale delivers a certificate to the Trustee stating that United Royale has undertaken to and will perform the obligations set forth in this Section 4.4.

4.5	Other Materials

As soon as reasonably practicable after receipt by United Royale or holders of United Royale Shares (if such receipt is known by United Royale) of any material sent or given by or on behalf of a third party to holders of United Royale Shares generally, including dissident proxy and information circulars (and related information and material) and tender offer, take-over bid and securities exchange take-over bid circulars (and related information and material), provided such material has not been sent to the Beneficiaries by or on behalf of such third party, United Royale shall use its reasonable efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter. As soon as reasonably practicable after receipt thereof, the Trustee shall mail or otherwise send to each Beneficiary, at the expense of United Royale, copies of all such materials received by the Trustee from United Royale. The Trustee shall also make available for inspection during regular business hours by any Beneficiary at the Trustee’s principal office in Toronto, Ontario, Canada copies of all such materials.

Notwithstanding the foregoing, United Royale at its option may exercise the duties of the Trustee to deliver copies of all such materials to each Beneficiary as required by this Section 4.5 so long as in each case United Royale delivers a certificate to the Trustee stating that United Royale has undertaken to and will perform the obligations set forth in this Section 4.5.

4.6	List of Persons Entitled to Vote

Canco shall, (a) prior to each annual, general, special, extraordinary or other United Royale Meeting or the seeking of any United Royale Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and addresses of the Beneficiaries arranged in alphabetical order and showing the number of Exchangeable Shares held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a United Royale Meeting, or United Royale Consent at the close of business on the record date established by United Royale or pursuant to applicable law for determining the holders of United Royale Shares entitled to receive notice of and/or to vote at such United Royale Meeting or to give consent. Each such List shall be delivered to the Trustee promptly after receipt by Canco of such request or the record date for such meeting or seeking of consent, as applicable, and in any event within sufficient time as to permit the Trustee to perform its obligations under this agreement.

United Royale agrees to give Canco notice (with a copy to the Trustee) of the calling of any United Royale Meeting, together with the record date therefor, sufficiently prior to the date of the calling of such meeting so as to enable Canco to perform its obligations under this Section 4.6.

4.7	Entitlement to Direct Votes

Subject to Section 4.8 and Section 4.11, any Beneficiary named in a List prepared in connection with any United Royale Meeting or United Royale Consent shall be entitled (a) to instruct the Trustee in the manner described in Section 4.2 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled, (b) to attend such meeting and personally exercise thereat, as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled, or (c) appoint a third party as the proxy of the Trustee to attend such meeting and exercise thereat the Beneficiary Votes to which such Beneficiary is entitled except, in each case, to the extent that such Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.

4.8	Voting by Trustee and Attendance of Trustee Representative at Meeting

(1)

In connection with each United Royale Meeting or United Royale Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Beneficiary pursuant to Section 4.7, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions) other than any Beneficiary Votes that are the subject of Section 4.8(2); provided, however, that such written instructions are received by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such instruction in the notice given by the Trustee to the Beneficiary pursuant to Section 4.7.

(2)

To the extent so instructed in accordance with the terms of this agreement, the Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights enabling a Beneficiary to attend each United Royale Meeting. Upon submission by a Beneficiary (or its designee) named in the List prepared in connection with the relevant meeting of identification satisfactory to the Trustee’s representative, and at the Beneficiary’s request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either: (i) has not previously given the Trustee instructions pursuant to Section 4.7 in respect of such meeting; or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Beneficiary (or its designee) exercising such Beneficiary Votes in accordance with such proxy shall have the same rights in respect of such Beneficiary Votes as the Trustee to speak at the meeting in favour of any matter, question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition.

4.9	Distribution of Written Materials

Any written materials distributed by the Trustee pursuant to this agreement shall be sent by mail (or otherwise communicated in the same manner as United Royale utilizes in communications to holders of United Royale Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of Canco. United Royale agrees not to communicate with holders of United Royale Shares with respect to such written materials otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Canco shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

(a)

a current List; and

(b)

upon the request of the Trustee, mailing labels to enable the Trustee to carry out its duties under this agreement.

Canco’s obligations under this Section 4.9 shall be deemed satisfied to the extent United Royale exercises its option to perform the duties of the Trustee to deliver copies of materials to each Beneficiary and Canco provides the required information and materials to United Royale.

4.10	Termination of Voting Rights

All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to United Royale or Callco, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the occurrence of the automatic exchange of Exchangeable Shares for United Royale Shares, as specified in Article 5 (unless United Royale shall not have delivered the requisite United Royale Shares issuable in exchange therefor to the Trustee pending delivery to the Beneficiaries), or (ii) the retraction or redemption of Exchangeable Shares pursuant to Section 6 or 7 of the Share Provisions, or (iii) the effective date of the liquidation, dissolution or winding-up of Canco pursuant to Section 5 of the Share Provisions, or (iv) the purchase of Exchangeable Shares from the holder thereof by United Royale or Callco pursuant to the exercise by United Royale or Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares form the holders thereof by United Royale or Callco pursuant to the exercise by United Royale or Callco of the Change of Law Call Right (as defined in the Plan of Arrangement) (unless, in any case, United Royale or Callco, as the case may be, shall not have delivered the requisite consideration in exchange therefor).

4.11	Disclosure of Interest in Exchangeable Shares

The Trustee and/or Canco shall be entitled to require any Beneficiary or any person who the Trustee and/or Canco know or have reasonable cause to believe to hold any interest whatsoever in an Exchangeable Share to confirm that fact or to give such details as to whom has an interest in such Exchangeable Share as would be required (if the Exchangeable Shares were a class of “voting or equity securities” of Canco and Canco were a reporting issuer in any jurisdiction in Canada) under Section 5.2 of National Instrument 62-104 Take Over Bids and Issuer Bids, as amended from time to time, or as would be required under the articles of United Royale or any laws or regulations, or pursuant to the rules or regulations of any Agency, if the Exchangeable Shares were United Royale Shares.

ARTICLE 5

EXCHANGE AND AUTOMATIC EXCHANGE

5.1

Grant of Exchange Right and Automatic Exchange Right

(1)

United Royale hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries the right (the “Exchange Right”), upon occurrence and during the continuance of an Insolvency Event, to require United Royale to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary and the Automatic Exchange Right, all in accordance with the provisions of this agreement. United Royale hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by United Royale to the Trustee.

(2)

During the term of the Trust and subject to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the Automatic Exchange Right and the Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Automatic Exchange Right and the Exchange Right, provided that the Trustee shall:

(a)

hold the Automatic Exchange Right and the Exchange Right and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this agreement; and

(b)

except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Automatic Exchange Right or the Exchange Right, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this agreement.

(3)	The obligations of United Royale to issue United Royale Shares pursuant to the Automatic Exchange Right or the Exchange Right are subject to all applicable laws and regulatory or stock exchange requirements.

5.2	Legended Share Certificates

Canco shall cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of:

	(a)	their right to instruct the Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by a Beneficiary; and

	(b)	the Automatic Exchange Right.

5.3	General Exercise of Exchange Right

The Exchange Right shall be and remain vested in and exercisable by Trustee. Subject to Section 6.12, the Trustee shall exercise the Exchange Right only on the basis of instructions received pursuant to this Article 5 from Beneficiaries entitled to instruct the Trustee as to the exercise thereof. To the extent that no instructions are received from a Beneficiary with respect to the Exchange Right, the Trustee shall not exercise or permit the exercise of the Exchange Right.

5.4	Purchase Price

The purchase price payable by United Royale for each Exchangeable Share to be purchased by United Royale under the Exchange Right shall be an amount per share equal to: (i) the Current Market Price of a United Royale Share on the day before the exchange, which shall be satisfied in full by United Royale issuing to the Beneficiary one United Royale Share, plus (ii) an additional amount equal to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange (collectively the “Exchangeable Share Consideration”). In connection with each exercise of the Exchange Right, United Royale shall provide to the Trustee an Officer’s Certificate setting forth the calculation of the purchase price for each Exchangeable Share.

5.5	Exercise Instructions

Subject to the terms and conditions set forth herein, a Beneficiary shall be entitled, upon occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of Canco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Toronto, Ontario, Canada or at such other place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires United Royale to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as the Trustee, United Royale and Canco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require United Royale to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by United Royale free and clear of all liens, claims, security interests and encumbrances, (iii) the names in which the certificates representing United Royale Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the persons to whom such new certificates should be delivered, and (b) payment (or evidence satisfactory to the Trustee, United Royale and Canco of payment) of the taxes payable, if any, as contemplated by Section 5.7 of this agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by United Royale under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of Canco.

5.6	Delivery of United Royale Shares; Effect of Exercise

Promptly after the receipt by the Trustee of the certificates representing the Exchangeable Shares which the Beneficiary desires United Royale to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes payable, if any, as contemplated by Section 5.7 or evidence thereof), duly endorsed for transfer to United Royale, the Trustee shall notify United Royale and Canco of its receipt of the same, which notice to United Royale and Canco shall constitute exercise of the Exchange Right by the Trustee on behalf of the Beneficiary in respect of such Exchangeable Shares, and United Royale shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary in respect of such Exchangeable Shares (or to such other persons, if any, properly designated by such Beneficiary) the Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Right; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Trustee, Canco and United Royale of the payment of) the taxes payable, if any, as contemplated by Section 5.7 of this agreement. Immediately upon the giving of notice by the Trustee to United Royale and Canco of the exercise of the Exchange Right, as provided in this Section 5.6, and with no further action required by the parties, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred, and the Beneficiary of such Exchangeable Shares shall be deemed to have transferred to United Royale all of such Beneficiary’s right, title and interest in and to such Exchangeable Shares and in the related interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total Exchangeable Share Consideration therefor, unless such Exchangeable Share Consideration is not delivered by United Royale to the Trustee for delivery to such Beneficiary (or to such other person, if any, properly designated by such Beneficiary) within three business days of the date of the giving of such notice by the Trustee, in which case the rights of the Beneficiary shall remain unaffected until such Exchangeable Share Consideration is delivered by United Royale. Upon delivery of such Exchangeable Share Consideration to the Trustee, the Trustee shall promptly deliver such Exchangeable Share Consideration to such Beneficiary (or to such other person, if any, properly designated by such Beneficiary). Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall be considered and deemed for all purposes to be the holder of the United Royale Shares delivered to it pursuant to the Exchange Right.

5.7	Stamp, Transfer or Other Taxes

Upon any sale or transfer of Exchangeable Shares to United Royale pursuant to the Exchange Right or the Automatic Exchange Right, the share certificate or certificates representing United Royale Shares to be delivered in connection with the payment of the purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so sold or transferred or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold or transferred; provided, however, that such Beneficiary (a) shall pay (and none of United Royale, Canco or the Trustee shall be required to pay) any documentary, stamp, transfer of other taxes or duties that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a person other than such Beneficiary or (b) shall have evidenced to the satisfaction of United Royale that such taxes or duties, if any, have been paid.

5.8	Notice of Insolvency Event

As soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage of time or both would be an Insolvency Event, Canco and United Royale shall give written notice thereof to the Trustee. As soon as practicable following the Trustee’s receipt of notice from Canco and United Royale of the occurrence of an Insolvency Event, the Trustee shall mail to each Beneficiary, at the expense of United Royale (such funds to be received in advance), a notice of such Insolvency Event in the form provided by United Royale, which notice shall contain a brief statement of the rights of the Beneficiaries with respect to the Exchange Right.

5.9	Failure to Retract

Upon the occurrence of an event referred to in paragraph (iv) of the definition of Insolvency Event as set out at Section 1.1 herein, Canco hereby agrees with the Trustee and in favour of the Beneficiaries promptly to forward or cause to be forwarded to the Trustee all relevant materials delivered by a Beneficiary to Canco or to the transfer agent of the Exchangeable Shares (including a copy of the retraction request delivered pursuant to Section 6(1) of the Share Provisions) in connection with such proposed redemption of the Retracted Shares.

5.10	Listing of United Royale Shares

United Royale covenants that if any United Royale Shares to be issued and delivered pursuant to the Automatic Exchange Right or the Exchange Right require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any order, ruling or consent from any Agency under any United States or Canadian federal, provincial or territorial law or regulation or pursuant to the rules and regulations of any Agency including any stock exchange upon which a security of United Royale is listed or the fulfillment of any other United States or Canadian legal requirement before such shares may be issued and delivered by United Royale to the initial holder thereof or in order that such shares may be freely traded in due course having regard to applicable securities legislation (other than any restrictions of general application on transfer by reason of a holder being a “control person” or the equivalent of United Royale for purposes of Canadian securities Law or any United States equivalent), United Royale shall use its commercially reasonable efforts (which, for greater certainty, shall not require United Royale to consent to a term or condition of an approval or consent which United Royale reasonably determines could have a materially adverse effect on United Royale or its subsidiaries) to cause such United Royale Shares (or such other shares or securities) to be and remain duly registered, qualified or approved. United Royale shall use its commercially reasonable efforts (which, for greater certainty, shall not require United Royale to consent to a term or condition of an approval or consent which United Royale reasonably determines could have a materially adverse effect on United Royale or its subsidiaries) to cause all United Royale Shares (or such other shares or securities) to be delivered pursuant to the Automatic Exchange Right or the Exchange Right to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding United Royale Shares have been listed by United Royale and remain listed and are quoted or posted for trading at such time.

5.11	United Royale Shares

United Royale hereby represents, warrants and covenants that the United Royale Shares issuable as described herein will be duly authorized and validly issued as fully paid and non assessable.

5.12	Automatic Exchange on Liquidation of United Royale

(1)	United Royale shall give the Trustee written notice of each of the following events at the time set forth below:

(a)

in the event of any determination by the board of directors of United Royale to institute voluntary liquidation, dissolution or winding-up proceedings with respect to United Royale or to effect any other distribution of assets of United Royale among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

(b)

as soon as practicable following the earlier of (A) receipt by United Royale of notice of, and (B) United Royale otherwise becoming aware of any instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of United Royale or to effect any other distribution of assets of United Royale among its shareholders for the purpose of winding up its affairs, in each case where United Royale has failed to contest in good faith any such proceeding commenced in respect of United Royale within 30 days of becoming aware thereof.

(2)

As soon as practicable following receipt by the Trustee from United Royale of notice of any event (a “Liquidation Event”) contemplated by Section 5.12(1)(a) or Section 5.12(1)(b), the Trustee shall give notice thereof to the Beneficiaries. Such notice shall be provided to the Trustee by United Royale and shall include a brief description of the automatic exchange of Exchangeable Shares for United Royale Shares provided for in Section 5.12.

(3)

In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of United Royale Shares in the distribution of assets of United Royale in connection with a Liquidation Event, immediately prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event, each of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by United Royale and its affiliates) shall be automatically exchanged for one United Royale Share. To effect such automatic exchange, United Royale shall purchase each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Date and held by Beneficiaries, and each Beneficiary shall sell the Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a purchase price per share equal to (i) the Current Market Price of a United Royale Share on the day prior to the Liquidation Event Effective Date, which shall be satisfied in full by United Royale issuing to the Beneficiary one United Royale Share for each Exchangeable Share, plus (ii) an additional amount equal to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of the exchange. United Royale shall provide the Trustee with an Officer’s Certificate in connection with each automatic exchange setting forth the calculation of the purchase price for each Exchangeable Share. Upon payment by United Royale of such purchase price, the relevant Beneficiary shall cease to have any right to be paid by Canco any amount in respect of declared and unpaid dividends on each Exchangeable Share.

(4)

The closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for United Royale Shares shall be deemed to have occurred immediately prior to the Liquidation Event Effective Date, and each Beneficiary shall be deemed to have transferred to United Royale all of the Beneficiary’s right, title and interest in and to such Beneficiary’s Exchangeable Shares free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and United Royale shall issue to the Beneficiary the United Royale Shares issuable upon the automatic exchange of Exchangeable Shares for United Royale Shares and on the applicable payment date shall deliver to the Trustee for delivery to the Beneficiary a cheque for the balance, if any, of the purchase price for such Exchangeable Shares, without interest, in each case less any amounts withheld pursuant to Section 5.13. Concurrently with such Beneficiary ceasing to be a holder of Exchangeable Shares, the Beneficiary shall become the holder of the United Royale Shares issued pursuant to the automatic exchange of such Beneficiary’s Exchangeable Shares for United Royale Shares and the certificates held by the Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with United Royale pursuant to such automatic exchange shall thereafter be deemed to represent United Royale Shares issued to the Beneficiary by United Royale pursuant to such automatic exchange. Upon the request of a Beneficiary and the surrender by the Beneficiary of Exchangeable Share certificates deemed to represent United Royale Shares, duly endorsed in blank and accompanied by such instruments of transfer as United Royale may reasonably require, United Royale shall deliver or cause to be delivered to the Beneficiary certificates representing the United Royale Shares of which the Beneficiary is the holder.

5.13	Withholding Rights

Notwithstanding any other provision of this agreement, United Royale, Canco and the Trustee shall be entitled to deduct and withhold from any dividend, distribution, consideration, purchase price or other amounts otherwise payable under this agreement to any holder of Exchangeable Shares or United Royale Shares such amounts as United Royale, Canco or the Trustee is required to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or United States tax Laws or any provision of federal, provincial, state, local or foreign tax Law, in each case as amended or succeeded. The Trustee may act and rely and shall be protected in so acting and relying on the advice of counsel with respect to such matters. To the extent that amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing Agency. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, United Royale, Canco and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to United Royale, Canco or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and United Royale, Canco or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale.

5.14	No Fractional Shares

A holder of an Exchangeable Share shall not be entitled to any fraction of a United Royale Share upon the exercise of the Exchange Right or Automatic Exchange Right hereunder and no certificates or other evidence of ownership representing any such fractional interest shall be issued but rather the number of United Royale Shares issuable shall be rounded down to the nearest whole number without payment in respect of such fractional share.

ARTICLE 6

CONCERNING THE TRUSTEE

6.1

Powers and Duties of the Trustee

(1)	The rights, powers, duties and authorities of the Trustee under this agreement, in its capacity as Trustee of the Trust, shall include:

(a)

receipt and deposit of the United Royale Special Voting Share from United Royale as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this agreement;

(b)

granting proxies and distributing materials to Beneficiaries as provided in this agreement;

(c)

voting the Beneficiary Votes in accordance with the provisions of this agreement;

(d)

receiving the grant of the Automatic Exchange Right and the Exchange Right from United Royale as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this agreement;

(e)

enforcing the benefit of the Automatic Exchange Right and the Exchange Right, in each case in accordance with the provisions of this agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries United Royale Shares and cheques, if any, to which such Beneficiaries are entitled pursuant to the Automatic Exchange Right or the Exchange Right, as the case may be;

(f)

holding title to the Trust Estate;

(g)

investing any moneys forming, from time to time, a part of the Trust Estate as provided in this agreement;

(h)

taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of United Royale and Canco under this agreement; and

(i)

taking such other actions and doing such other things as are specifically provided in this agreement to be carried out by the Trustee whether alone, jointly or in the alternative.

(2)

In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(3)

The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

(4)

The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

(5)

The Trustee shall not be required to exercise any powers and shall not have any responsibilities except as expressly provided in this agreement and shall have no obligation to recognize nor have any liability or responsibility arising under any other document or agreement to which the Trustee is not a party, notwithstanding that reference thereto may be made herein.

6.2	Dealings with Transfer Agents, Registrars, etc.

(1)	Each of United Royale and Canco irrevocably authorizes the Trustee, from time to time, to:

(a)

consult, communicate and otherwise deal with the respective registrars and transfer agents, and with any such subsequent registrar or transfer agent, of the Exchangeable Shares and United Royale Shares; and

(b)

requisition, from time to time, (i) from any such registrar or transfer agent any information readily available from the records maintained by it which the Trustee may reasonably require for the discharge of its duties and responsibilities under this agreement; and (ii) from the transfer agent of United Royale Shares, and any subsequent transfer agent of such shares, the share certificates issuable upon the exercise from time to time of the Automatic Exchange Right and pursuant to the Exchange Right.

(2)

United Royale and Canco shall authorize their respective registrars and transfer agents to comply with all such requests. United Royale covenants that it shall supply its transfer agent with duly executed share certificates for the purpose of completing the exercise from time to time of the Automatic Exchange Right and the Exchange Right, in each case pursuant to Article 5.

6.3	Books and Records

The Trustee shall keep available for inspection by United Royale and Canco at the Trustee’s principal office in Toronto, Ontario, Canada correct and complete books and records of account relating to the Trust created by this agreement, including all relevant data relating to mailings and instructions to and from Beneficiaries and all transactions pursuant to the Automatic Exchange Right and the Exchange Right. On or before December 31, 2021, and on or before December 31 in every year thereafter, so long as the United Royale Special Voting Share is registered in the name of the Trustee, the Trustee shall transmit to United Royale and Canco a brief report, dated as of the preceding December 31st, with respect to:

(a)

the property and funds comprising the Trust Estate as of that date;

(b)

the number of exercises of the Automatic Exchange Right, if any, and the aggregate number of Exchangeable Shares received by the Trustee on behalf of Beneficiaries in consideration of the issuance by United Royale of United Royale Shares in connection with the Automatic Exchange Right, during the calendar year ended on such December 31st; and

(c)

any action taken by the Trustee in the performance of its duties under this agreement which it had not previously reported.

6.4	Income Tax Returns and Reports

The Trustee shall, to the extent necessary, prepare and file, or cause to be prepared and filed, on behalf of the Trust appropriate Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any other Agency, including any securities exchange or other trading system through which the Exchangeable Shares are traded, and as directed by United Royale and/or Canco. In connection therewith, the Trustee may obtain the advice and assistance of such experts or advisors as the Trustee considers necessary or advisable (who may be experts or advisors to United Royale or Canco). If requested by the Trustee, United Royale or Canco shall retain qualified experts or advisors for the purpose of providing such tax advice or assistance.

6.5	Indemnification Prior to Certain Actions by Trustee

(1)

The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the United Royale Special Voting Share pursuant to Article 4, subject to Section 6.12, and with respect to the Automatic Exchange Right and the Exchange Right pursuant to Article 5.

(2)

None of the provisions contained in this agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial expenses or liability, financial or otherwise, in the exercise and performance of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

6.6	Action of Beneficiaries

No Beneficiary shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Beneficiary has requested by way of written notice that the Trustee take or institute such action, suit or proceeding and furnished the Trustee with the funding, security or indemnity referred to in Section 6.5 and the Trustee shall have failed to act within 30 days after the provision of such written notice and funding, security or indemnity. In such case, but not otherwise, the Beneficiary shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Beneficiaries shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder or the Voting Rights, the Automatic Exchange Right or the Exchange Right except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Beneficiaries.

6.7	Reliance Upon Declarations

The Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon statutory declarations, certificates, opinions or reports furnished pursuant to the provisions hereof or required by the Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder if such statutory declarations, certificates, opinions or reports comply with the provisions of Section 6.8, if applicable, and with any other applicable provisions of this agreement.

6.8	Evidence and Authority to Trustee

(1)

United Royale and/or Canco shall furnish to the Trustee evidence of compliance with the conditions provided for in this agreement relating to any action or step required or permitted to be taken by United Royale and/or Canco or the Trustee under this agreement or as a result of any obligation imposed under this agreement, including in respect of the Voting Rights or the Automatic Exchange Right or the Exchange Right and the taking of any other action to be taken by the Trustee at the request of or on the application of United Royale and/or Canco promptly if and when:

(a)

such evidence is required by any other section of this agreement to be furnished to the Trustee in accordance with the terms of this Section 6.7; or

(b)

the Trustee, in the exercise of its rights, powers, duties and authorities under this agreement, gives United Royale and/or Canco written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

(2)	Such evidence shall consist of an Officer’s Certificate of United Royale and/or Canco or a statutory declaration or a certificate made by persons entitled to sign an Officer’s Certificate stating that any such condition has been complied with in accordance with the terms of this agreement.

(3)

Whenever such evidence relates to a matter other than the Voting Rights or the Automatic Exchange Right or the Exchange Right or the taking of any other action to be taken by the Trustee at the request or on the application of United Royale and/or Canco, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer or other expert or any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of United Royale and/or Canco it shall be in the form of an Officer’s Certificate or a statutory declaration.

(4)	Each statutory declaration, Officer’s Certificate, opinion or report furnished to the Trustee as evidence of compliance with a condition provided for in this agreement shall include a statement by the person giving the evidence:

(a)

declaring that he has read and understands the provisions of this agreement relating to the condition in question;

(b)

describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and

(c)

declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

6.9	Experts, Advisers and Agents

The Trustee may:

(a)

in relation to these presents act and rely and shall be protected in acting and relying on the opinion or advice of or information obtained from any solicitor, attorney, auditor, accountant, appraiser, valuer or other agent, expert or advisor, whether retained by the Trustee or by United Royale and/or Canco or otherwise, and may retain or employ and act through such agents, experts, advisors or assistants as may be necessary to the proper discharge of its powers and duties and determination of its rights hereunder, and the Trustee shall not be responsible for any misconduct or gross negligence on the part of any of them and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid;

(b)

consult with counsel of its selection and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(c)

employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder; and

(d)

pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all reasonable disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the Trust.

6.10	Investment of Moneys Held by Trustee

Unless otherwise provided in this agreement, any moneys held by or on behalf of the Trustee which under the terms of this agreement may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee shall, upon the receipt by the Trustee of the written direction of Canco, be invested or reinvested in the name or under the control of the Trustee as directed by Canco. Any direction of Canco to the Trustee as to investment or reinvestment of funds shall be in writing. If no such direction is received, the Trustee shall not have any obligation to invest the monies and pending receipt of such a direction all interest or other income and such moneys may be deposited in the name of the Trustee in any chartered bank in Canada or, with the consent of Canco, in the deposit department of the Trustee or any other specified loan or trust company authorized to accept deposits under the laws of Canada or any province thereof at the rate of interest then current on similar deposits. The Trustee shall not have any responsibility or be held liable for any diminution of any funds which may result from any deposit or investment made under this Section 6.10, including any losses resulting from a default by the chartered bank in Canada with which such funds are deposited or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity, provided that the Trustee has not acted in bad faith or with fraud, gross negligence or wilful misconduct in investing any such funds. The parties hereto acknowledge and agree that the Trustee acts prudently in depositing the funds at any chartered bank in Canada, and that the Trustee is not required to make any further inquiries in respect of such bank.

6.11	Trustee Not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts, rights, duties, powers and authorities of this agreement or otherwise in respect of the premises.

6.12	Trustee Not Bound to Act on Request

Except as in this agreement otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of United Royale and/or Canco or of the directors thereof until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act and shall be protected in so acting upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.

6.13	Authority to Carry on Business

The Trustee represents to United Royale and Canco that at the date of execution and delivery by it of this agreement it is authorized to carry on the business of a trust company in each of the provinces of Canada but if, notwithstanding the provisions of this Section 6.11, it ceases to be so authorized to carry on business, the validity and enforceability of this agreement and the Voting Rights, the Automatic Exchange Right and the Exchange Right shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any province of Canada, either become so authorized or resign in the manner and with the effect specified in Article 8.

6.14	Conflicting Claims

(1)

If conflicting claims or demands are made or asserted with respect to any interest of any Beneficiary in any Exchangeable Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Beneficiary in any Exchangeable Shares, resulting in conflicting claims or demands being made in connection with such interest, then the Trustee shall be entitled, in its sole discretion, to refuse to recognize or to comply with any such claims or demands. In so refusing, the Trustee may elect not to exercise any Voting Rights, Automatic Exchange Right or Exchange Right subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a)

the rights of all adverse claimants with respect to the Voting Rights, Automatic Exchange Right or Exchange Right subject to such conflicting claims or demands have been adjudicated by a final judgement of a court of competent jurisdiction; or

(b)

all differences with respect to the Voting Rights, Automatic Exchange Right or Exchange Right subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Trustee shall have been furnished with an executed copy of such agreement certified to be in full force and effect.

(2)

If the Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Trustee as it shall deem appropriate to fully indemnify it as between all conflicting claims or demands.

6.15	Acceptance of Trust

The Trustee hereby accepts the Trust created and provided for, by and in this agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Beneficiaries, subject to all the terms and conditions herein set forth, and provided that:

(a)

the Trustee shall not be liable for any action taken or omitted to be taken by it under or in connection with this agreement, except for its own bad faith, fraud, gross negligence or wilful misconduct;

(b)

the Trustee may, if it is acting in good faith, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any instruction, advice, certificate, declaration, notice, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties and shall incur no liability with respect to any action taken or omitted to be taken in accordance with such instruction, advice, certificate, declaration, notice, opinion or other document, and the Trustee need not but may, in its discretion, make such further inquiry or investigation into the facts or matters set out therein as it may see fit, and, if a Trustee shall determine to make such further inquiry or investigation, it shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(c)

before it acts or refrains from acting, the Trustee may request that United Royale and/or Canco deliver an opinion of counsel and/or an Officer’s Certificate setting forth the names of individuals and/or titles of offmake such further inquiry or investigation, it shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;icers authorized at such time to take specified actions pursuant to this agreement, and the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such opinion of counsel or Officer’s Certificate, and unless otherwise specifically provided in this agreement, any demand, request, direction or notice from United Royale and/or Canco shall be sufficient if signed by an officer of United Royale and/or Canco, respectively; and

(d)

the Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment, acting reasonably, determines that such act is conflicting with or contrary to the terms of this agreement or the law or regulation of any jurisdiction or any order or directive of any court, governmental agency or other regulatory body.

6.16	Third Party Interests

Each party to this agreement (other than the Trustee) hereby represents to the Trustee that any account to be opened by, or interest to be held by the Trustee in connection with this agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

6.17

Privacy

The parties acknowledge that Canadian federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this agreement. Despite any other provision of this agreement, no party shall take or direct any action that would contravene, or cause the others to contravene, applicable Privacy Laws. The parties shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. Specifically, the Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this agreement and not to use it for any purpose except with the consent of or direction from the other parties or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

6.18	Anti-Money Laundering

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole judgment and acting reasonably, determines that such act might cause it to be in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, in its sole judgment and acting reasonably, determine at any time that its acting under this agreement has resulted in its being in non-compliance with any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on ten days’ written notice to United Royale and Canco, provided that: (a) the Trustee’s written notice shall describe the circumstances of such non-compliance to the extent permitted under any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline; and (b) if such circumstances are rectified to the Trustee’s satisfaction within such ten day period, then such resignation shall not be effective.

ARTICLE 7

COMPENSATION

7.1	Fees and Expenses of the Trustee

Canco agrees to pay the Trustee reasonable compensation for all of the services rendered by it under this agreement and shall reimburse the Trustee for all reasonable and documented expenses (including, but not limited to, taxes other than taxes based on the net income or capital of the Trustee, fees paid to legal counsel and other experts and advisors and travel expenses) and disbursements, including the reasonable cost and expense of any suit or litigation of any character and any proceedings before any governmental Agency, reasonably incurred by the Trustee in connection with its duties under this agreement; provided that Canco shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation or any such proceedings in which the Trustee is determined to have acted in bad faith or with fraud, gross negligence or willful misconduct or to have materially breached any provision hereof.

ARTICLE 8

INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1

Indemnification of the Trustee

(1)

In addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, United Royale and Canco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees, affiliates and agents appointed and acting in accordance with this agreement (collectively, the “Indemnified Parties”, and each an “Indemnified Party”) from and against all claims, losses (other than loss of profits), damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of this indemnity) which, without fraud, gross negligence, wilful misconduct or bad faith on the part of such Indemnified Party or a material breach of any provision hereof, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instruction delivered to the Trustee by United Royale or Canco pursuant hereto. In no event shall United Royale or Canco be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether United Royale or Canco have been advised of the likelihood of such loss or damage and regardless of the form of action.

(2)

In no case shall United Royale or Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless United Royale and Canco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, United Royale and Canco shall be entitled to participate at their own expense in the defence and, if United Royale and Canco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by United Royale or Canco, each acting reasonably; or (ii) the named parties to any such suit include both the Trustee and United Royale or Canco and the Trustee shall have been advised by counsel acceptable to United Royale or Canco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to United Royale or Canco and that, in the judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case United Royale and Canco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

(3)	The indemnity set out in this Section 8.1 shall survive the termination of the Trust and the resignation or removal of the Trustee.

8.2	Limitation of Liability

The Trustee shall not be held liable for any loss which may occur by reason of depreciation of the value of any part of the Trust Estate or any loss incurred on any investment of funds pursuant to this agreement, except to the extent that such loss is attributable to the fraud, gross negligence, wilful misconduct or bad faith on the part of the Trustee or to have resulted from a material breach by the Trustee of any provision hereof. In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

ARTICLE 9

CHANGE OF TRUSTEE

9.1

Resignation

The Trustee, or any trustee hereafter appointed, may at any time resign by giving written notice of such resignation to United Royale and Canco specifying the date on which it desires to resign, provided that such notice shall not be given less than thirty (30) days before such desired resignation date unless United Royale and Canco otherwise agree and provided further that such resignation shall not take effect until the date of the appointment of a successor trustee and the acceptance of such appointment by the successor trustee. Upon receiving such notice of resignation, United Royale and Canco shall promptly appoint a successor trustee, which shall be a corporation organized and existing under the laws of Canada and authorized to carry on the business of a trust company in all provinces of Canada, by written instrument in duplicate, one copy of which shall be delivered to the resigning trustee and one copy to the successor trustee. Failing the appointment and acceptance of a successor trustee, a successor trustee may be appointed by order of a court of competent jurisdiction upon application of one or more of the parties to this agreement. If the retiring trustee is the party initiating an application for the appointment of a successor trustee by order of a court of competent jurisdiction, United Royale and Canco shall be jointly and severally liable to reimburse the retiring trustee for its legal costs and expenses in connection with same.

9.2

Removal

The Trustee, or any trustee hereafter appointed, may (provided a successor trustee is appointed) be removed at any time on not less than 30 days’ prior notice by written instrument executed by United Royale and Canco, in duplicate, one copy of which shall be delivered to the trustee so removed and one copy to the successor trustee.

9.3	Successor Trustee

Any successor trustee appointed as provided under this agreement shall execute, acknowledge and deliver to United Royale and Canco and to its predecessor trustee an instrument accepting such appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, upon payment of any amounts then due to the predecessor trustee pursuant to the provisions of this agreement, shall become vested with all the rights, powers, duties and obligations of its predecessor under this agreement, with the like effect as if originally named as trustee in this agreement. However, on the written request of United Royale and Canco or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to the provisions of this agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, United Royale, Canco and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.

9.4	Notice of Successor Trustee

Upon acceptance of appointment by a successor trustee as provided herein, United Royale and Canco shall cause to be mailed notice of the succession of such trustee hereunder to each Beneficiary specified in a List. If United Royale or Canco shall fail to cause such notice to be mailed within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of United Royale and Canco.

ARTICLE 10

UNITED ROYALE SUCCESSORS

10.1

Certain Requirements in Respect of Combination, etc.

So long as any Exchangeable Shares not owned by United Royale or its affiliates are outstanding, United Royale shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if:

(a)

such other person or continuing corporation (the “United Royale Successor”), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement supplemental hereto and such other instruinstruments (if any) as are necessary or advisable to evidence the assumption by the United Royale Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such United Royale Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of United Royale under this agreement: andments (if any) as are necessary or advisable to evidence the assumption by the United Royale Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such United Royale Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of United Royale under this agreement: and

(b)

such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Beneficiaries hereunder.

10.2	Vesting of Powers in Successor

Whenever the conditions of Section 9.1 have been duly observed and performed, the Trustee, United Royale Successor and Canco shall, if required by Section 9.1, execute and deliver the supplemental trust agreement provided for in Article 10 and thereupon United Royale Successor and such other person that may then be the issuer of the United Royale Shares shall possess and from time to time may exercise each and every right and power of United Royale under this agreement in the name of United Royale or otherwise and any act or proceeding by any provision of this agreement required to be done or performed by the board of directors of United Royale or any officers of United Royale may be done and performed with like force and effect by the directors or officers of such United Royale Successor.

10.3	Wholly-Owned Subsidiaries

Nothing herein shall be construed as preventing (i) the amalgamation or merger of any wholly- owned direct or indirect subsidiary of United Royale (other than Canco or Callco) with or into United Royale, (ii) the winding-up, liquidation or dissolution of any wholly-owned direct or indirect subsidiary of United Royale (other than Canco or Callco), or (iii) any other distribution of the assets of any wholly-owned direct or indirect subsidiary of United Royale (other than Canco or Callco) among the shareholders of such subsidiary for the purpose of winding up its affairs, and any such transactions are expressly permitted by this Article 9.

10.4	Successor Transactions

Notwithstanding the foregoing provisions of this Article 9, in the event of a United Royale Control Transaction:

(a)

in which United Royale merges or amalgamates with, or in which all or substantially all of the then outstanding United Royale Shares are acquired by, one or more other corporations to which United Royale is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the ITA (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof);

(b)

which does not result in an acceleration of the Redemption Date in accordance with paragraph (b) of that definition in the Share Provisions; and

(c)

in which all or substantially all of the then outstanding United Royale Shares are converted into or exchanged for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other Corporation”) that, immediately after such United Royale Control Transaction, owns or controls, directly or indirectly, United Royale, then, (i) all references herein to “United Royale” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “United Royale Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments, if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Share Provisions or Article 5 of the Plan of Arrangement or exchange of such shares pursuant to this agreement immediately subsequent to the United Royale Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Share Provisions or Article 5 of the Plan of Arrangement, or exchange of such shares pursuant to this agreement had occurred immediately prior to the United Royale Control Transaction and the United Royale Control Transaction was completed) without any need to amend the terms and conditions of this agreement and without any further action required; and (ii) United Royale shall cause the Other Corporation to deposit one or more voting securities of such Other Corporation to allow Beneficiaries to exercise voting rights in respect of the Other Corporation substantially similar to those provided for in this agreement.

ARTICLE 11

AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

11.1

Amendments, Modifications, etc.

Subject to Sections 10.2, 10.4 and 12.1, this agreement may not be amended or modified except by an agreement in writing executed by United Royale, Canco and the Trustee and approved by the Beneficiaries in accordance with Section 11(2) of the Share Provisions.

11.2	Ministerial Amendments

Notwithstanding the provisions of Section 10.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of:

(a)

adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that each of Canco and United Royale shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be of the opinion that such additions will not be materially prejudicial to the rights or interests of the Beneficiaries;

(b)

making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of each of United Royale and Canco and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that United Royale, Canco and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be materially prejudicial to the interests of the Beneficiaries;

(c)

making such changes or corrections which, on the advice of counsel to United Royale, Canco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error; or

(d)

making changes to provide added protection or benefit to or for the benefit of Beneficiaries hereunder provided that each of Canco and United Royale shall be of the good faith opinion and the Trustee, acting on the advice of counsel, shall be of the opinion that such changes will not be materially prejudicial to the rights or interests of the Beneficiaries.

11.3	Meeting to Consider Amendments

Canco, at the request of United Royale, shall call a meeting or meetings of the Beneficiaries for the purpose of considering any proposed amendment or modification requiring approval pursuant hereto. Any such meeting or meetings shall be called and held in accordance with the Articles of Canco, including the Share Provisions and all applicable laws.

11.4	Changes in Capital of United Royale and Canco

At all times after the occurrence of any event contemplated pursuant to Section 2.7 or 2.8 of the Support Agreement or otherwise, as a result of which either United Royale Shares or the Exchangeable Shares or both are in any way changed, this agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which United Royale Shares or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver a supplemental trust agreement giving effect to and evidencing such necessary amendments and modifications.

11.5	Execution of Supplemental Trust Agreements

From time to time Canco (when authorized by a resolution of its Board of Directors), United Royale (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

(a)

evidencing the succession of United Royale Successors and the covenants of and obligations assumed by each such United Royale Successor in accordance with the provisions of Article 9 and the successors of the Trustee or any successor trustee in accordance with the provisions of Article 9;

(b)

making any additions to, deletions from or alterations of the provisions of this agreement or the Voting Rights, the Automatic Exchange Right or the Exchange Right which, in the opinion of the Trustee, acting on the advice of counsel, will not be materially prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to United Royale, Canco, the Trustee or this agreement; and

(c)

for any other purposes not inconsistent with the provisions of this agreement, including to make or evidence any amendment or modification to this agreement as contemplated hereby; provided that, in the opinion of the Trustee, acting on the advice of counsel, the rights of the Beneficiaries will not be materially prejudiced thereby.

ARTICLE 12

TERMINATION

12.1

Term

The Trust created by this agreement shall continue until the earliest to occur of the following events:

(a)

no outstanding Exchangeable Shares are held by a Beneficiary; and

(b)

each of United Royale and Canco elects in writing to terminate the Trust and such termination is approved by the Beneficiaries in accordance with Section 11 of the Share Provisions.

The Company shall provide to the Trustee written confirmation of the termination of this agreement pursuant to this Section 11.1.

12.2	Survival of Agreement

This agreement shall survive any termination of the Trust and shall continue until there are no Exchangeable Shares outstanding held by a Beneficiary; provided, however, that the provisions of Article 7 and Article 6 shall survive any such termination of this agreement and the resignation or removal of the Trustee.

ARTICLE 13

GENERAL

13.1

Severability

If any term or other provision of this agreement is invalid, illegal or incapable of being enforced by any rule or 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 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 fullest extent possible.

13.2

Enurement

This agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns and, subject to the terms hereof, to the benefit of the Beneficiaries.

13.3	Notices to Parties

Any notice and other communications required or permitted to be given pursuant to this agreement shall be sufficiently given if delivered in person or if sent by facsimile transmission (provided such transmission is recorded as being transmitted successfully) to the parties at the following addresses:

	(i)	In the case of United Royale or Canco to the following address:

		2 Campbell Drive, Suite 307C
		Attention: Gary Bartholomew
		E-mail: gary@cybernorthventures.com

	(ii)	In the case of the Trustee to:
		TSX Trust Company
		1 Toronto Street, suite 1200
		Toronto, ON M5C 2V6
		Attention: Vice President, Corporate Trust
		Email: corporatetrust@astfinancial.com

		Fax: 1-877-715-0494

or at such other address as the party to which such notice or other communication is to be given has last notified the party given the same in the manner provided in this section, and if not given the same shall be deemed to have been received on the date of such delivery or sending.

13.4	Notice to Holders

Any and all notices to be given and any documents to be sent to any Holders may be given or sent to the address of such Holder shown on the register of holders of Exchangeable Shares in any manner permitted by the articles of Canco from time to time, or the Business Corporations Act (Alberta) (the “ABCA”) in force in respect of notices to shareholders and shall be deemed to be received (if given or sent in such manner) at the time specified in such articles or the ABCA, the provisions of which articles and the ABCA shall apply mutatis mutandis to notices or documents as aforesaid sent to such Beneficiaries.

13.5	Acknowledgement

Each Holder acknowledges that United Royale and Callco have rights with respect to the Exchangeable Shares as set out in the Share Provisions, including the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right and the Change of Law Call Right, and further acknowledges the overriding nature of such rights in connection with the liquidation, dissolution or winding-up of Canco or the retraction or redemption of Exchangeable Shares, as the case may be, and agrees to be bound by any exercise of all or any part of such rights by United Royale or Callco as fully and effectively as if those rights and provisions were incorporated herein in their entirety. Without limiting the generality of the foregoing, the obligations of United Royale hereunder shall only be applicable to the extent that another person does not exercise its right as a call rights thereunder.

13.6	Counterparts

This agreement may be executed in counterparts, each of which so executed shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This agreement may be signed and delivered by fax copy or electronic means and any such electronic signature shall be valid and binding.

13.7	Jurisdiction

This agreement shall be construed and enforced in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

13.8	Attornment

Each of the Trustee, United Royale, and Canco agrees that any action or proceeding arising out of or relating to this agreement may be instituted in the courts of Alberta, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the non-exclusive jurisdiction of the said courts in any such action or proceeding, agrees to be bound by any judgement of the said courts and not to seek, and hereby waives, any review of the merits of any such judgement by the courts of any other jurisdiction, and United Royale hereby appoints Canco at its registered office in the Province of Alberta as attorney for service of process.

IN WITNESS WHEREOF the parties hereto have caused this agreement to be duly executed as of the date first above written.

	TN EXCHANGECO INC.

	By:	signed “Gary Bartholomew”
		Name: Gary Bartholomew
		Title: President

	TSX TRUST COMPANY

	By:	signed “Nelia Andrade”
		Name: Nelia Andrade
		Title: Authorized Signatory

	By:	signed “Marcus Boire”
		Name: Marcus Boire
		Title: Authorized Signatory

	UNITED ROYALE HOLDINGS, INC.

	By:	signed “Gary Bartholomew”
		Name: Gary Bartholomew
		Title: President


SHAREHOLDERS:
		Signed “Doug Beynon”
		Doug Beynon

SCHEDULE A

ACKNOWLEDGEMENT TO VOTING AND EXCHANGE TRUST AGREEMENT

I agree that to be bound by the provisions of the Agreement as a Holder as if I were an original signatory thereto.

DATED and signed on , 20 .

	Name of Investor
	By:
	Authorized Signatory

Exhibit 10.1

SUPPORT AGREEMENT

AGREEMENT made as of the 23rd day of September, 2021, between United Royale Holdings, Inc., a corporation existing under the laws of the State of Nevada (including any successors thereto, hereinafter referred to as “United Royale”), TN Callco Inc., a company existing under the laws of the province of Alberta (hereinafter referred to as “Callco”), TN Exchangeco Inc., a corporation existing under the laws of Alberta (hereinafter referred to as “Canco”) and Doug Beynon, a holder of common shares of TrueNorth Quantum, Inc., and each other holder who becomes a party to this Agreement by signing an Acknowledgment in substantially the form attached hereto in Schedule A (the “Holders”).

RECITALS:

A.	in connection with share exchange agreements (collectively, the “Share Exchange Agreements”) among United Royale, Canco and the Holders, pursuant to which the Exchangeable Shares are to be issued to the Holders;

B.	United Royale, beneficially owns all of the shares in the authorized share structure of Canco, other than the Exchangeable Shares; and

C.	the special rights and restrictions of the Exchangeable Shares as set out in the articles of Canco provide, among other things, that the Exchangeable Shares are redeemable and retractable for shares of common stock in the capital of United Royale (the “United Royale Shares”).

In consideration of the foregoing and the mutual agreements contained herein (the receipt and sufficiency of which are acknowledged), the parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1

Defined Terms

Each initially capitalized term used and not otherwise defined herein shall have the meaning ascribed thereto in the rights, privileges, restrictions and conditions (collectively, the “Share Provisions”) attaching to the Exchangeable Shares as set out in the articles of Canco. In this agreement, “including” means “including without limitation” and “includes” means “includes without limitation”.

1.2	Interpretation Not Affected by Headings

The division of this agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this agreement. Unless otherwise specified, references to an “Article” or “Section” refer to the specified Article or Section of this agreement.

1.3	Number, Gender

Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4	Date for any Action

If any date on which any action is required to be taken under this agreement is not a business day, such action shall be required to be taken on the next succeeding business day. For the purposes of this agreement, a “business day” means any day other than a Saturday, Sunday or any other day on which commercial banking institutions in Toronto, Ontario or Calgary, Alberta are authorized or required by applicable law to be closed.

ARTICLE 2

COVENANTS OF UNITED ROYALE AND CANCO

2.1

Covenants Regarding Exchangeable Shares

So long as any Exchangeable Shares not owned by United Royale or its affiliates are outstanding, United Royale shall:

(a)

not declare or pay any dividend or make any other distribution on the United Royale Shares, unless (i) Canco shall (A) on the same day declare or pay, as the case may be, an equivalent dividend or other distribution (as provided for in the Share Provisions) on the Exchangeable Shares (an “Equivalent Dividend”), and (B) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such Equivalent Dividend, or (ii) Canco shall, in the case of a dividend that is a stock dividend on the United Royale Shares (A) subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) in a corresponding, contemporaneous and economically equivalent manner to that in respect of the United Royale Shares (an “Equivalent Stock Subdivision”), and (B) have sufficient, authorized and unissued securities available to enable the Equivalent Stock Subdivision;

(b)

advise Canco sufficiently in advance of the declaration by United Royale of any dividend or other distribution on the United Royale Shares and take all such other actions as are necessary or desirable, in co-operation with Canco, to ensure that:

(i)

the respective declaration date, record date and payment date for an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the United Royale Shares, or

(ii)

the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the United Royale Shares;

(c)

ensure that the record date for any dividend or other distribution declared on the United Royale Shares is not less than 7 days after the declaration date of such dividend or other distribution;

(d)

take all such actions and do all such things as are necessary or desirable to enable and permit Canco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by United Royale or its affiliates) upon the liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Canco, as the case may be, including all such actions and all such things as are necessary or desirable to enable and permit Canco to cause to be delivered United Royale Shares to the holders of Exchangeable Shares in accordance with the provisions of Sections 5, 6 or 7, as the case may be, of the Share Provisions, together with a cheque for any amount in respect of any outstanding Equivalent Dividend amounts, if applicable;

(e)

take all such actions and do all such things as are necessary or desirable to enable and permit United Royale and Callco, in accordance with applicable law, to perform their obligations arising upon the exercise by them of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right (as defined in the Share Provisions) or the Redemption Call Right, including all such actions and all such things as are necessary or desirable to enable and permit United Royale and Callco to cause to be delivered United Royale Shares to the holders of Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be; and

(f)

except in connection with any event, circumstance or action which causes or could cause the occurrence of a Redemption Date, not exercise its vote as a shareholder to initiate the voluntary liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs.

2.2	Segregation of Funds

United Royale shall cause Canco to deposit a sufficient amount of funds in a separate account of Canco and segregate a sufficient amount of such other assets and property as is necessary to enable Canco to pay dividends when due and to pay or otherwise satisfy its respective obligations under Sections 5, 6 and 7 of the Share Provisions, as applicable.

2.3	Reservation of United Royale Shares

United Royale hereby represents, warrants and covenants in favour of Canco and Callco that United Royale has reserved for issuance and shall, at all times while any Exchangeable Shares (other than Exchangeable Shares held by United Royale or its affiliates) are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock such number of United Royale Shares (or other shares or securities into which United Royale Shares may be reclassified or changed as contemplated by Section 2.7): (a) as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time; and (b) as are now and may hereafter be required to enable and permit United Royale to meet its obligations under the Voting and Exchange Trust Agreement and under any other security or commitment pursuant to which United Royale may now or hereafter be required to issue United Royale Shares, to enable and permit Callco or United Royale, as the case may be, to meet its obligations under each of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and the Redemption Call Right and to enable and permit Canco to meet its obligations hereunder and under the Share Provisions.

2.4	Notification of Certain Events

In order to assist United Royale to comply with its obligations hereunder and to permit Callco or United Royale to exercise, as the case may be, the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right and the Redemption Call Right, Canco shall notify United Royale and Callco of each of the following events at the time set forth below:

(a)

in the event of any determination by the Board of Directors of Canco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Canco or to effect any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;

(b)

immediately, upon the earlier of receipt by Canco of notice of and Canco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Canco or to effect any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs;

(c)

immediately, upon receipt by Canco of a Retraction Request;

(d)

on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions;

(e)

as soon as practicable upon the issuance by Canco of any Exchangeable Shares or rights to acquire Exchangeable Shares (other than the issuance of Exchangeable Shares pursuant to the Share Exchange Agreements); and

(f)

promptly, upon receiving notice of a Change of Law (as defined in the Share Provisions).

2.5	Delivery of United Royale Shares to Canco and Callco

In furtherance of its obligations under Section 2.1(d) and Section 2.1(e), upon notice from Canco or Callco of any event that requires Canco or Callco to cause to be delivered United Royale Shares to any holder of Exchangeable Shares, United Royale shall forthwith allot, issue and deliver or cause to be delivered to the relevant holder of Exchangeable Shares as directed by Canco or Callco the requisite number of United Royale Shares to be allotted to, received by, and issued to or to the order of, the former holder of the surrendered Exchangeable Shares (but, for the avoidance of doubt, not to Canco or Callco). All such United Royale Shares shall be duly authorized and validly issued as fully paid and non-assessable. In consideration of the issuance and delivery of each such United Royale Share, Canco or Callco, as the case may be, shall ascribe a cash amount or pay a purchase price equal to the fair market value of such United Royale Shares.

2.6	Qualification of United Royale Shares

If any United Royale Shares (or other shares or securities into which United Royale Shares may be reclassified or changed as contemplated by Section 2.7(b)) to be issued and delivered hereunder require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document or the taking of any proceeding with or the obtaining of any order, ruling or consent from any governmental or regulatory authority under any United States or Canadian federal, state, provincial or territorial securities laws including any stock exchange on which securities of United Royale are listed or other law or regulation or pursuant to the rules and regulations of any securities or other regulatory authority in the United States or Canada or the fulfillment of any other United States or Canadian legal requirement before such shares (or such other shares or securities) may be issued by United Royale and delivered by United Royale at the direction of Callco or Canco, if applicable, to the holder of surrendered Exchangeable Shares or in order that such shares (or such other shares or securities) may be freely traded in due course having regard to applicable securities legislation (other than any restrictions of general application on transfer by reason of a holder being a “control person” for purposes of Canadian federal, provincial or territorial securities Law or the equivalent thereof under any United States Laws), United Royale shall use its commercially reasonable efforts (which, for greater certainty, shall not require United Royale to consent to a term or condition of an approval or consent which United Royale reasonably determines could have a materially adverse effect on United Royale or its subsidiaries) to cause such United Royale Shares (or such other shares or securities) to be and remain duly registered, qualified or approved under United States and/or Canadian Law. United Royale shall use its commercially reasonable efforts (which, for greater certainty, shall not require United Royale to consent to a term or condition of an approval or consent which United Royale reasonably determines could have a materially adverse effect on United Royale or its subsidiaries) to cause all United Royale Shares (or such other shares or securities) to be delivered hereunder to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding United Royale Shares (or such other shares or securities) have been listed by United Royale and remain listed and are quoted or posted for trading at such time.

2.7	Economic Equivalence

So long as any Exchangeable Shares not owned by United Royale or its affiliates are outstanding:

(a)

United Royale shall not without prior approval of Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 14(2) of the Share Provisions:

(i)

issue or distribute United Royale Shares (or securities exchangeable for or convertible into or carrying rights to acquire United Royale Shares) to the holders of all or substantially all of the then outstanding United Royale Shares by way of stock dividend or other distribution, other than an issue of United Royale Shares (or securities exchangeable for or convertible into or carrying rights to acquire United Royale Shares) to holders of United Royale Shares (i) who exercise an option to receive dividends in United Royale Shares (or securities exchangeable for or convertible into or carrying rights to acquire United Royale Shares) in lieu of receiving cash dividends, or (ii) pursuant to any dividend reinvestment plan or similar arrangement; or

(ii)

issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding United Royale Shares entitling them to subscribe for or to purchase United Royale Shares (or securities exchangeable for or convertible into or carrying rights to acquire United Royale Shares); or

(iii)

issue or distribute to the holders of all or substantially all of the then outstanding United Royale Shares (A) shares or securities (including evidence of indebtedness) of United Royale of any class (other than United Royale Shares or securities convertible into or exchangeable for or carrying rights to acquire United Royale Shares), or (B) rights, options, warrants or other assets other than those referred to in Section 2.7(a)(ii);

unless in each case the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares and at least 7 days prior written notice thereof is given to the holders of Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by United Royale in order to give effect to and to consummate, in furtherance of or otherwise in connection with the transactions contemplated by, and in accordance with, the Share Exchange Agreements.

(b)

United Royale shall not without the prior approval of Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 14(2) of the Share Provisions:

(i)

subdivide, re-divide or change the then outstanding United Royale Shares into a greater number of United Royale Shares; or

(ii)

reduce, combine, consolidate or change the then outstanding United Royale Shares into a lesser number of United Royale Shares; or

(iii)

reclassify or otherwise change United Royale Shares or effect an amalgamation, merger, arrangement, reorganization or other transaction affecting United Royale Shares;

unless the same or an economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares and at least seven days prior written notice is given to the holders of Exchangeable Shares, provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by United Royale in order to give effect to and to consummate, in furtherance of or otherwise in connection with the transactions contemplated by, and in accordance with, the Arrangement Agreement and the Plan of Arrangement.

(c)

United Royale shall ensure that the record date for any event referred to in Section 2.7(a) or Section 2.7(b), or, if no record date is applicable for such event, the effective date for any such event, is not less than five business days after the date on which such event is declared or announced by United Royale (with contemporaneous notification thereof by United Royale to Canco).

(d)

The Board of Directors of Canco shall determine, acting in good faith and in its sole discretion, "economic equivalence" for the purposes of any event referred to in Section 2.7(a) or Section 2.7(b) and each such determination shall be conclusive and binding on United Royale. In making each such determination, the following factors may, without excluding other factors determined by the Board of Directors of Canco to be relevant, be considered by the Board of Directors of Canco:

(i)

in the case of any stock dividend or other distribution payable in United Royale Shares, the number of such shares issued in proportion to the number of United Royale Shares previously outstanding;

(ii)

in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase United Royale Shares (or securities exchangeable for or convertible into or carrying rights to acquire United Royale Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price of a United Royale Share;

(iii)

in the case of the issuance or distribution of any other form of property (including any shares or securities of United Royale of any class other than United Royale Shares, any rights, options or warrants other than those referred to in Section 2.7(d)(ii), any evidences of indebtedness of United Royale or any assets of United Royale), the relationship between the fair market value (as determined by the Board of Directors of Canco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding United Royale Share and the Current Market Price of a United Royale Share;

(iv)

in the case of any subdivision, redivision or change of the then outstanding United Royale Shares into a greater number of United Royale Shares or the reduction, combination, consolidation or change of the then outstanding United Royale Shares into a lesser number of United Royale Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting United Royale Shares, the effect thereof upon the then outstanding United Royale Shares; and

(v)

in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of United Royale Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing withholding taxes and marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

(e)

Canco agrees that, to the extent required, upon due notice from United Royale, Canco shall use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by Canco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalence with respect to the United Royale Shares and Exchangeable Shares as provided for in this Section 2.7.

2.8	Tender Offers

In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to United Royale Shares (an “Offer”) is proposed by United Royale or is proposed to United Royale or its shareholders and is recommended by the Board of Directors of United Royale, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of United Royale, and the Exchangeable Shares are not redeemed by Canco or purchased by United Royale or Callco pursuant to the Redemption Call Right, United Royale shall expeditiously and in good faith take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares (other than United Royale and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of United Royale Shares, without discrimination. Without limiting the generality of the foregoing, United Royale shall expeditiously and in good faith take all such actions and do all such things as are necessary or desirable to ensure that holders of Exchangeable Shares may participate in each such Offer without being required to retract Exchangeable Shares as against Canco (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of Canco to redeem (or United Royale or Callco to purchase pursuant to the Redemption Call Right) Exchangeable Shares, as applicable, in the event of a United Royale Control Transaction.

2.9	Ownership of Outstanding Shares

Without the prior approval of Canco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 14(2) of the Share Provisions, United Royale covenants and agrees in favour of Canco that, as long as any outstanding Exchangeable Shares are owned by any person other than United Royale or any of its affiliates, United Royale shall be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of Canco and Callco. Notwithstanding the foregoing, but subject to Article 3, United Royale shall not be in violation of this Section 2.9 if any person or group of persons acting jointly or in concert acquire all or substantially all of the assets of United Royale or the United Royale Shares pursuant to any merger of United Royale as a result of which United Royale is not the surviving corporation.

2.10	United Royale and Affiliates Not to Vote Exchangeable Shares

United Royale covenants and agrees that it shall appoint and cause to be appointed proxyholders with respect to all Exchangeable Shares held by it and its affiliates for the sole purpose of attending each meeting of holders of Exchangeable Shares in order to be counted as part of the quorum for each such meeting. United Royale further covenants and agrees that it shall not, and shall cause its affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares from time to time pursuant to the Share Provisions or pursuant to the provisions of the ABCA (or any successor or other corporate statute by which Canco may in the future be governed) with respect to any Exchangeable Shares held by it or by its affiliates in respect of any matter considered at any meeting of holders of Exchangeable Shares.

2.11	Ordinary Market Purchases

For certainty, nothing contained in this agreement, including the obligations of United Royale contained in Section 2.8, shall limit the ability of United Royale (or any of its subsidiaries including, without limitation, Callco or Canco) to make ordinary market purchases of United Royale Shares in accordance with applicable laws and regulatory or stock exchange requirements.

2.12	Acknowledgement in Favour of Callco

Each Holder acknowledges that Callco and United Royale have rights with respect to the Exchangeable Shares as set out in the Share Provisions, including the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right and the Change of Law Call Right, and further acknowledges the overriding nature of such rights in connection with the liquidation, dissolution or winding-up of Canco or the retraction or redemption of Exchangeable Shares, as the case may be, and agrees to be bound by any exercise of all or any part of such rights by Callco as fully and effectively as if those rights and provisions were incorporated herein in their entirety.

2.13	Stock Exchange Listing

United Royale covenants and agrees in favour of Canco that, as long as any outstanding Exchangeable Shares are owned by any person other than United Royale or any of its affiliates, United Royale shall use reasonable efforts to maintain a listing for such United Royale Shares on the OTC.

ARTICLE 3

UNITED ROYALE SUCCESSORS

3.1

Certain Requirements in Respect of Combination, etc.

(a)

such other person or continuing corporation (the “United Royale Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the United Royale Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such United Royale Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of United Royale under this agreement; and

(b)

such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

3.2	Vesting of Powers in Successor

Whenever the conditions of Section 3.1 have been duly observed and performed, the parties, if required by Section 3.1, shall execute and deliver the supplemental agreement provided for in Section 3.1(a) and thereupon the United Royale Successor and such other person that may then be the issuer of the United Royale Shares shall possess and from time to time may exercise each and every right and power of United Royale under this agreement in the name of United Royale or otherwise and any act or proceeding by any provision of this agreement required to be done or performed by the Board of Directors of United Royale or any officers of United Royale may be done and performed with like force and effect by the directors or officers of such United Royale Successor.

3.3	Wholly-Owned Subsidiaries

Nothing herein shall be construed as preventing (i) the amalgamation or merger of any wholly- owned direct or indirect subsidiary of United Royale with or into United Royale, (ii) the winding- up, liquidation or dissolution of any wholly-owned direct or indirect subsidiary of United Royale, or (iii) any other distribution of the assets of any wholly-owned direct or indirect subsidiary of United Royale among the shareholders of such subsidiary for the purpose of winding up its affairs, and any such transactions are expressly permitted by this Article 3.

3.4	Successorship Transaction

Notwithstanding the foregoing provisions of Article 3, in the event of a United Royale Control Transaction:

(a)

in which United Royale merges or amalgamates with, or in which all or substantially all of the then outstanding United Royale Shares are acquired by, one or more other corporations to which United Royale is, immediately before such merger, amalgamation or acquisition, “related” within the meaning of the Tax Act (otherwise than by virtue of a right referred to in paragraph 251(5)(b) thereof);

(b)

which does not result in an acceleration of the Redemption Date in accordance with paragraph (b) of that definition; and

(c)

then all references herein to “United Royale” shall thereafter be and be deemed to be references to “Other Corporation” and all references herein to “United Royale Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or to the Voting and Exchange Trust Agreement immediately subsequent to the United Royale Control Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the United Royale Control Transaction and the United Royale Control Transaction was completed) without any need to amend the terms and conditions of the Exchangeable Shares and without any further action required.

ARTICLE 4

GENERAL

4.1

Term

This agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect at such time as no Exchangeable Shares (or securities or rights convertible into or exchangeable for or carrying rights to acquire Exchangeable Shares) are held by any person other than United Royale or any of its affiliates.

4.2	Changes in Capital of United Royale and Canco

At all times after the occurrence of any event contemplated pursuant to Section 2.7 and Section 2.8 or otherwise, as a result of which either United Royale Shares or the Exchangeable Shares or both are in any way changed, this agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which United Royale Shares or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver an agreement in writing giving effect to and evidencing such necessary amendments and modifications.

4.3	Severability

4.4	Amendments, Modifications

(a)

Subject to Section 4.2, Section 4.3 and Section 4.5 this agreement may not be amended or modified except by an agreement in writing executed by Canco, Callco and United Royale and approved by the Holders in accordance with Section 14(2) of the Share Provisions.

(b)

No amendment or modification or waiver of any of the provisions of this agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto.

4.5	Ministerial Amendments

Notwithstanding the provisions of Section 4.4, the parties to this agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:

(a)

adding to the covenants of any or all parties provided that each of Canco, Callco and United Royale shall be of the good faith opinion that such additions will not be materially prejudicial to the rights or interests of the holders of the Exchangeable Shares;

(b)

making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of each of Canco, Callco and United Royale, it may be expedient to make, provided that each shall be of the good faith opinion that such amendments or modifications will not be materially prejudicial to the rights or interests of the holders of the Exchangeable Shares;

(c)

making such changes or corrections which, on the advice of counsel to Canco, Callco and United Royale, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the each of Canco, Callco and United Royale shall be of the good faith opinion that such changes or corrections will not be materially prejudicial to the rights or interests of the holders of the Exchangeable Shares; or

(d)

making changes to provide added protection or benefit to or for the benefit of holders of Exchangeable Shares provided that each of Canco, Callco and United Royale shall be of the good faith opinion that such changes will not be materially prejudicial to the rights or interests of the holders of Exchangeable Shares.

4.6	Meeting to Consider Amendments

Canco, at the request of United Royale, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant to Section 4.4. Any such meeting or meetings shall be called and held in accordance with the Articles of Canco, the Share Provisions and all applicable laws.

4.7

Enurement

This agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.

4.8	Notices to Parties

	(a)	In the case of United Royale, Canco or Callco to the following address:
		c/o 2 Campbell Drive, Suite 307C
		Uxbridge, ON L9P 1H6

		Attention: Gary Bartholomew
		E-mail: gary@cybernorthventures.com

	(b)	if to any Holder, to the address set forth on the register of holders of Exchangeable Shares,

4.9	Counterparts

This agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

4.10

Jurisdiction

This agreement shall be construed and enforced in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. Each party hereto irrevocably submits to the non- exclusive jurisdiction of the courts of the Province of Alberta with respect to any matter arising hereunder or related hereto.IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the date first above written.

	UNITED ROYALE HOLDINGS, INC.

	Per:	signed “Gary Bartholomew”
		Name: Gary Bartholomew
		Title: President

	TN CALLCO INC.

	Per:	signed “Gary Bartholomew”
		Name: Gary Bartholomew
		Title: President

	By:	signed “Gary Bartholomew”
		Name: Gary Bartholomew
		Title: Title: President

	TN EXCHANGECO INC.

	By:	signed “Gary Bartholomew”
		Name: Gary Bartholomew
		Title: President


SHAREHOLDERS:
		Signed “Doug Beynon”
		Doug Beynon

SCHEDULE A

ACKNOWLEDGEMENT TO SUPPORT AGREEMENT

I agree that to be bound by the provisions of the Agreement as if I were an original signatory thereto.

DATED and signed on , 20 .

	Name of Investor
	By:
	Authorized Signatory

Exhibit 10.2

UNITED ROYALE HOLDINGS CORP.

2021 INCENTIVE STOCK OPTION PLAN

SECTION 1. PURPOSE

The purpose of this United Royale Holdings Corp. 2021 Incentive Stock Option Plan (the “Plan”) is to attract, retain, and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s stockholders.

SECTION 2. DEFINITIONS

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A

SECTION 3. ADMINISTRATION

3.1 Administration of the Plan.

The Plan shall be administered by the Compensation Committee or, in the Board’s sole discretion, the Board. The Compensation Committee shall be composed of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission. As used in this Plan, the term “Compensation Committee” shall be construed as if followed by the words “(if any);” and nothing in this Plan requires the Board to have a Compensation Committee.

3.2 Delegation.

Notwithstanding the foregoing, the Compensation Committee, or if no Compensation Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board. The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Members of any Committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable. To the extent consistent with applicable law, the Board or the Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person then subject to Section 16 of the Exchange Act. All references in the Plan to the “Committee” shall be, as applicable, to the Board, the Compensation Committee or any other committee or any officer to whom the Board or the Compensation Committee has delegated authority to administer the Plan.

3.3 Administration and Interpretation by Committee.

(a) Except for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board or a Committee composed of members of the Board, to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Award to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) determine whether, to what extent and under what circumstances cash, shares of stock, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant; (viii) interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (ix) establish such rules and regulations as it shall deem appropriate for the proper administration of the Plan; (x) delegate ministerial duties to such of the Company’s employees as it so determines; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

(b) The Committee shall have the right, without stockholder approval, to cancel or amend outstanding Options or SARs for the purpose of repricing, replacing or regranting such Options or SARs with Options or SARs that have a purchase or grant price that is less than the purchase or grant price for the original Options or SARs except in connection with adjustments provided in Section 15.

(c) The effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s working less than full-time shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors or executive officers, by the Committee, whose determination shall be final.

(d) Decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any Eligible Person. A majority of the members of the Committee may determine its actions.

SECTION 4. SHARES SUBJECT TO THE PLAN

4.1 Authorized Number of Shares.

Subject to adjustment from time to time as provided in Section 15.1, the maximum number of shares of Common Stock that shall be available for issuance under the Plan shall be equal to fifteen percent (15%) of the Company’s issued and outstanding Common Stock at any given time. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.

4.2 Share Usage.

(a) Shares of stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of stock are issued under the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of stock (i) tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, or (ii) covered by an Award that is settled in cash, or in a manner such that some or all of the shares of stock covered by the Award are not issued, shall be available for Awards under the Plan. The number of shares of stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of stock subject or paid with respect to an Award.

(b) The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.

(c) Notwithstanding anything in the Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants under one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent determined by the Committee, the shares available for grant pursuant to the terms of such preexisting plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to holders of common stock of the entities that are parties to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of stock authorized for issuance under the Plan; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or a Related Company prior to such acquisition or combination. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Committee without any further action by the Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

(d) Notwithstanding the other provisions in this Section 4.2, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 15.1.

SECTION 5. ELIGIBILITY

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6. AWARDS

6.1 Form, Grant and Settlement of Awards.

The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.

6.2 Evidence of Awards.

Awards granted under the Plan shall be evidenced by a written document, including an electronic, notice or agreement that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan.

6.3 Deferrals.

The Committee may permit or require a Participant to defer receipt of the payment of any Award if and to the extent set forth in the instrument evidencing the Award at the time of grant. If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures for such payment deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit equivalents; provided, however, that the terms of any deferrals under this Section 6.3 shall comply with all applicable law, rules and regulations, including, without limitation, Section 409A of the Code.

6.4 Dividends and Distributions.

Participants may, if and to the extent the Committee so determines and sets forth in the instrument evidencing the Award at the time of grant, be credited with dividends paid with respect to shares of stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of stock, Restricted Stock or Stock Units.

SECTION 7. OPTIONS

7.1 Grant of Options.

The Committee may grant Options designated as Incentive Stock Options or Nonqualified Stock Options.

7.2 Option Exercise Price.

The exercise price for shares purchased under an Option shall be at least 100% of the Fair Market Value on the Grant Date (and shall not be less than the minimum exercise price required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards. Notwithstanding the foregoing, a Non-qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.

7.3 Term of Options.

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten (10) years from the Grant Date.

7.4 Exercise of Options.

The Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time.

To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company of a properly executed Notice of Exercise in accordance with procedures established by the Board or Committee, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Board or Committee, accompanied by payment in full as described in Sections 7.5 and 13. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee.

7.5 Payment of Exercise Price.

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include:

(a) cash;

(b) by certified or bank check;

(c) having the Company withhold shares of stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(d) tendering (either actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(e) so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or

(f) such other consideration as the Committee may permit.

7.6 Effect of Termination of Service.

In the event a Participant’s service with this Company is terminated, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Board or Committee at any time:

(a) Any portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire on such date.

(b) Any portion of an Option that is vested and exercisable on the date of a Participant’s Termination of Service shall expire on the earliest to occur of:

(i) if the Participant’s Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such Termination of Service;

(ii) if the Participant’s Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and

(iii) the Option Expiration Date.

Notwithstanding the foregoing, if a Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (a) the Option Expiration Date and (b) the one-year anniversary of the date of death, unless the Committee determines otherwise.

Also notwithstanding the foregoing, in case a Participant’s Termination of Service occurs for Cause, all Options granted to the Participant (vested or unvested) shall automatically expire upon first notification to the Participant of such termination, unless the Committee determines otherwise. If a Participant’s employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated by the Committee, in its sole discretion.

(c) If the exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited solely because the issuance of stock would violate either the registration requirements under the Securities Act or the Company’s insider trading policy, then the Option shall remain exercisable until the earlier of (i) the Option Expiration Date and (ii) the expiration of a period of three months (or such longer period of time as determined by the Committee in its sole discretion) after the Participant’s Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or insider trading policy requirements.

Notwithstanding the foregoing, if a Participant does not exercise his or her vested Option on or before the date (i) ninety (90) days following the Termination of Service or (ii) twelve (12) months following Termination of Service due to Disability or death (in case of death, exercise may be by Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon Participant’s death), Participant’s Option will not qualify as an Incentive Stock Option and will be treated and taxed as a Nonqualified Stock Option.

7.7 Repurchase and Forfeiture Restrictions.

Options (and any compensation paid or shares issued under the Options) are subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company, and any compensation recovery policy otherwise required by applicable law. Notwithstanding anything to the contrary contained herein, the Committee may, in its sole discretion, provide in an Award Agreement or otherwise that the Committee may cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may, in its sole discretion, also provide in an Award Agreement or otherwise that (i) if the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Award, and must repay the gain to the Company and (ii) if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable laws.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

Notwithstanding any other provisions of the Plan, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following:

8.1 Dollar Limitation.

To the extent the aggregate Fair Market Value (determined as of the Grant Date) of stock with respect to which a Participant’s Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted.

8.2 Eligible Employees.

Individuals who are not employees of the Company or one of its parent or subsidiary corporations may not be granted Incentive Stock Options.

8.3 Exercise Price.

The exercise price of an Incentive Stock Option shall be at least 100% of the Fair Market Value of the Stock on the Grant Date, and in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a “Ten Percent Stockholder”), shall not be less than 110% of the Fair Market Value of the Stock on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.

8.4 Option Term.

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Incentive Stock Option shall not exceed ten years, and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five years.

8.5 Exercisability.

An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three (3) months after the date of a Participant’s Termination of Service if termination was for reasons other than death or disability, (b) more than one (1) year after the date of a Participant’s Termination of Service if termination was by reason of disability, or (c) after the Participant has been on leave of absence for more than ninety (90) days, unless the Participant’s reemployment rights are guaranteed by statute or contract.

8.6 Taxation of Incentive Stock Options.

In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two (2) years after the Grant Date and one (1) year after the date of exercise.

A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.

8.7 Code Definitions.

For the purposes of this Section 8 “disability,” “parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

SECTION 9. STOCK APPRECIATION RIGHTS

9.1 Grant of Stock Appreciation Rights.

The Committee may grant Stock Appreciation Rights to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option or alone (“freestanding”). The grant price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised upon such terms and conditions and for the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a freestanding SAR shall be ten (10) years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.

9.2 Payment of SAR Amount.

Upon the exercise of an SAR, a Participant shall be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.

9.3 Waiver of Restrictions.

Subject to Section 18.5, the Committee, in its sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.

SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS

10.1 Grant of Stock Awards, Restricted Stock and Stock Units.

The Committee may grant Stock Awards, Restricted Stock, and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.

10.2 Vesting of Restricted Stock and Stock Units.

Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Committee, and subject to the provisions of Section 13, (a) the shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash.

10.3 Waiver of Restrictions.

Subject to Section 18.5, the Committee, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.

SECTION 11. PERFORMANCE AWARDS

11.1 Performance Shares.

The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares of stock, the value of which may be paid to the Participant by delivery of shares of stock or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. Subject to Section 18.5, the amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

11.2 Performance Units.

The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. Subject to Section 18.5, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

SECTION 12. OTHER STOCK OR CASH-BASED AWARDS

Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of stock under the Plan.

SECTION 13. WITHHOLDING

The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company (“other obligations”). The Company shall not be required to issue any shares of stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.

The Committee may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations and other obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c) having the Company withhold a number of shares of stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or (d) surrendering a number of shares of stock the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld or tendered may not exceed the employer’s minimum required tax withholding rate.

SECTION 14. ASSIGNABILITY

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code, the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award subject to such terms and conditions as the Committee shall specify.

SECTION 15. ADJUSTMENTS

15.1 Adjustment of Shares.

In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares of stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or (b) new, different or additional securities of the Company or any other company being received by the holders of shares of stock, then the Committee shall make proportional adjustments in (i) the maximum number and kind of securities available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2; and (iii) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Committee, as to the terms of any of the foregoing adjustments shall be conclusive and binding.

Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively.

15.2 Dissolution or Liquidation.

To the extent not previously exercised or settled, and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

15.3 Change in Control.

Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, in the event of a Change in Control:

(a) All outstanding Awards, other than Performance Shares and Performance Units, shall become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions shall lapse, immediately prior to the Change in Control and shall terminate at the effective time of the Change in Control; provided, however, that with respect to a Change in Control that is a Company Transaction, such Awards shall become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions shall lapse, only if and to the extent such Awards are not converted, assumed or replaced by the Successor Company.

For the purposes of this Section 15.3(a), an Award shall be considered converted, assumed or replaced by the Successor Company if following the Company Transaction the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Company Transaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Company Transaction is not solely common stock of the Successor Company, the Committee may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Option, for each share of stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders of stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Committee, and its determination shall be conclusive and binding.

(b) All Performance Shares or Performance Units earned and outstanding as of the date the Change in Control is determined to have occurred shall be payable in full at the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any remaining Performance Shares or Performance Units (including any applicable performance period) for which the payout level has not been determined shall be prorated at the target payout level up to and including the date of such Change in Control and shall be payable in full at the target level in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any existing deferrals or other restrictions not waived by the Committee in its sole discretion shall remain in effect.

(c) Notwithstanding Sections 15.3(a) and 15.3(b), the Committee, in its sole discretion, may (unless otherwise provided in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company) instead provide in the event of a Change in Control that is a Company Transaction (i) for adjustments to the Plan and outstanding Awards as contemplated by Section 15.1 or (ii) that a Participant’s outstanding Awards shall terminate upon or immediately prior to such Company Transaction and that such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders Stock in the Company Transaction, or, if the Company Transaction is a sale of assets or otherwise does not result in direct receipt of consideration by holders of stock, the value of the deemed per share consideration received, in each case as determined by the Committee in its sole discretion, multiplied by the number of shares of stock subject to such outstanding Awards (to the extent then vested and exercisable or whether or not then vested and exercisable, as determined by the Committee in its sole discretion) exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards.

15.4 Further Adjustment of Awards.

Subject to Sections 15.2 and 15.3, the Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change in control of the Company, as defined by the Committee, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change in control that is the reason for such action.

15.5 No Limitations.

The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

15.6 Fractional Shares.

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

15.7 Section 409A of the Code.

Notwithstanding anything in this Plan to the contrary, (a) any adjustments made pursuant to this Section 15 or any other amendments to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code and (b) any adjustments made pursuant to this Section 15 or any other amendments to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment or amendment the Awards either (i) continue not to be subject to Section 409A of the Code or (ii) comply with the requirements of Section 409A of the Code.

SECTION 16. MARKET STANDOFF

In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, no person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed (a) 180 days after the effective date of the registration statement for such public offering or (b) such longer period requested by the underwriter as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited to, NYSE Rule 472 or NASD Conduct Rule 2711).

In the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock effected as a class without the Company’s receipt of consideration, any new, substituted or additional securities distributed with respect to any shares issued as or pursuant to an Award under the Plan shall be immediately subject to the provisions of this Section 16, to the same extent such shares are at such time covered by such provisions.

In order to enforce the limitations of this Section 16, the Company may impose stop-transfer instructions with respect to the purchased shares until the end of the applicable standoff period.

SECTION 17. AMENDMENT AND TERMINATION

17.1 Amendment, Suspension or Termination.

The Board or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the Plan; and provided, further, that any amendment that requires stockholder approval may be made only by the Board and not by the Compensation Committee. Subject to Section 17.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.

17.2 Term of the Plan.

Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the later of: (a) the adoption of the Plan by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.

17.3 Consent of Participant.

The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions.

SECTION 18. GENERAL

18.1 No Individual Rights.

No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.

Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause.

18.2 Issuance of Shares.

Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

As a condition to the exercise of an Option or any other receipt of stock pursuant to an Award under the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel (satisfactory to the Company, in its sole discretion) is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.

To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

18.3 Indemnification.

Each person who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf. This duty to indemnify shall not apply to the extent that (i) such loss, cost, liability or expense is a result of such person’s own willful misconduct or (ii) such indemnification is expressly prohibited by statute.

The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.

18.4 No Rights as a Stockholder.

Unless otherwise provided by the Committee or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award, shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

18.5 Compliance with Laws and Regulations.

In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.

Any Award granted pursuant to the Plan is intended to comply with the requirements of Section 409A of the Code, including any applicable regulations and guidance issued thereunder, and including transition guidance, to the extent Section 409A of the Code is applicable thereto, and the terms of the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Committee deems necessary or advisable to comply with Section 409A of the Code and any official guidance issued thereunder. Any payment or distribution that is to be made under the Plan (or pursuant to an Award under the Plan) to a Participant who is a “specified employee” of the Company within the meaning of that term under Section 409A of the Code and as determined by the Committee, on account of a “separation from service” within the meaning of that term under Section 409A of the Code, may not be made before the date which is six months after the date of such “separation from service,” unless the payment or distribution is exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. Notwithstanding any other provision in the Plan, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted under the Plan.

18.6 Participants in Other Countries or Jurisdictions.

Without amending the Plan, the Committee may grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.

18.7 No Trust or Fund.

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

18.8 Successors.

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

18.9 Severability.

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

18.10 Choice of Law and Venue.

The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Nevada without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Nevada.

18.11 Legal Requirements.

The granting of Awards and the issuance of shares of stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

SECTION 19. EFFECTIVE DATE

The effective date (the “Effective Date”) is the date on which the Plan is adopted by the Board. If the stockholders of the Company do not approve the Plan within twelve (12) months after the Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options.

APPENDIX A

DEFINITIONS

As used in the Plan,

“Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

“Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.

“Award Agreement” means the agreement accompanying each United Royale Holdings Corp. Stock Option Grant Notice which provides the terms, conditions, and restrictions for each Award granted under this Plan.

“Board” means the Board of Directors of the Company.

“Cause,” unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Committee, whose determination shall be conclusive and binding.

“Change in Control,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the occurrence of any of the following events:

(i) An acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either (1) the then outstanding shares of Common Stock of the Company (the “Outstanding Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise, exchange or conversion of any Convertible Securities unless such securities were themselves acquired directly from the Company, (2) any acquisition by the Company; (3) any acquisition by John Hwang or any Entity that he controls, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of the definition of “Company Transaction”; or

(ii) Within any period of 24 consecutive months, a change in the composition of the Board such that the individuals who, immediately prior to such period, constituted the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes hereof, that any individual who becomes a member of the Board during such period, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) A Company Transaction; or

(iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than to an entity pursuant to a transaction which would comply with clauses (1), (2) and (3) of the definition of “Company Transaction”, assuming for this purpose that such transaction were a Company Transaction.

For purposes of the definition of “Change of Control” and “Company Transaction”, a series of transactions undertaken with a common purpose shall be treated as a single transaction that begins at the consummation of the first transaction in the series and ends at the consummation of the last transaction in the series.

“Company” means United Royale Holdings Corp., a Nevada corporation.

“Company Transaction” means the consummation of (i) a reorganization, merger or consolidation of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its direct and indirect subsidiaries taken as a whole, except in each case a transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (2) no Person (other than the Company) will beneficially own, directly or indirectly, more than twenty-five percent (25%) of, respectively, the outstanding shares of common stock of the Company resulting from such transaction or the combined voting power of the outstanding voting securities of such Company entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to the Company prior to the transaction, and (3) individuals who were members of the Board immediately prior to the approval by the stockholders of the Company of such transaction will constitute at least a majority of the members of the board of directors of the Company resulting from such transaction.

“Convertible Security” means any security convertible into or exchangeable for shares of stock of the Company, or any option, warrant or other right to acquire shares of stock of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” has the meaning set forth in Section 3.2.

“Common Stock” means the common stock of the Company.

“Compensation Committee” means the Compensation Committee (if any) of the Board.

“Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or any of its Affiliates; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Company or any of its subsidiaries for Cause; (iii) the breach of any non-competition, non-solicitation, non-disparagement or other agreement containing restrictive covenants, with the Company or its Affiliates; (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion; or (v) any other conduct or act determined to be materially injurious, detrimental or prejudicial to any interest of the Company or any of its Affiliates, as determined by the Committee in its sole discretion.

“Disability,” unless otherwise defined by the Committee for purposes of the Plan or in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Committee, whose determination shall be conclusive and binding.

“Effective Date” has the meaning set forth in Section 19.

“Eligible Person” means any person eligible to receive an Award as set forth in Section 5.

“Entity” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” means the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish.

“Grant Date” means the later of (a) the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

“Incentive Stock Option” means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes of Section 422 of the Code or any successor provision.

“including”, “include”, “includes” and words of similar import shall be construed broadly as if followed by the phrase “without limitation”.

“Nonqualified Stock Option” means an Option other than an Incentive Stock Option.

“Option” means a right to purchase Common Stock granted under Section 7.

“Option Expiration Date” means the last day of the maximum term of an Option.

“Outstanding Company Common Stock” has the meaning set forth in the definition of “Change in Control.”

“Outstanding Company Voting Securities” has the meaning set forth in the definition of “Change in Control.”

“Parent Company” means a company or other entity which as a result of a Company Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.

“Participant” means any Eligible Person to whom an Award is granted.

“Performance Award” means an Award of Performance Shares or Performance Units granted under Section 11.

“Performance Share” means an Award of units denominated in shares of Common Stock granted under Section 11.1.

“Performance Unit” means an Award of units denominated in cash or property other than shares of stock granted under Section 11.2.

“Plan” means this United Royale Holdings Corp. 2021 Incentive Stock Option Plan.

‘‘Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control with the Company.

“Restricted Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed by the Committee.

“Retirement,” unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the Committee or the Company’s chief human resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the Code.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Stock Appreciation Right” or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified number of shares of Common Stock over the grant price.

“Stock Award” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Committee.

“Stock Unit” means an Award denominated in units of Common Stock granted under Section 10.

“Substitute Awards” means Awards granted or shares of stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity.

“Successor Company” means the surviving company, the successor company or Parent Company, as applicable, in connection with a Company Transaction.

“Termination of Service” means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors and executive officers, by the Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company. A Participant’s change in status from an employee of the Company or a Related Company to a consultant, advisor or independent contractor of the Company or a Related Company or a change in status from a consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered a Termination of Service.

“Vesting Commencement Date” means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.

PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS

SUMMARY PAGE

Date of Board Action	Action	Section/Effect of Amendment	Date of Shareholder Approval

August ____, 2021	Initial Plan Adoption		August ____, 2021

Exhibit 10.3

UNITED ROYALE HOLDINGS CORP.

DEFERRED SHARE UNIT PLAN

1. Plan Purpose

The purpose of the Deferred Share Unit Plan for (the “Plan”) is to provide to attract, retain, and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire awards tied to the long term growth in value of the Company’s common shares.

2. Description of Units

(a) This motivation is provided by the grant of Deferred Share Units (“DSU’s”), which give the Participant the right, subject to the terms and conditions herein, to receive from the Company, after termination of employment with the Company or a Related Company, an amount in respect of each DSU that is equal to the Exercise Price (as defined below) of the DSU.

(b) The “Exercise Price” of a DSU for a Participant is the average of the closing prices of common shares of the Company on OTCMarkets.com for the five (5) consecutive trading days (the “Average Closing Price”) immediately prior to the date that the DSU is exercised by the Participant.

(c) The number of DSU’s issuable pursuant to this Plan shall be equal to twenty percent (20%) of the Company’s issued and outstanding common stock at any given time.

3. Eligibility and Awards

(a) DSU’s will be granted only to those individuals who are selected by the Company, from time to time, to be a Participant and who, within the time periods and in the form of election specified by the Company, elect to receive DSU’s. Individual awards under this Plan will be granted from time to time in the sole discretion of the Company.

(b) The number of DSU’s granted to a Participant for any year will be determined by dividing (i) the dollar amount of the award that the Participant received as DSU’s for that year by (ii) the Average Closing Price immediately prior to the earliest date, as determined by the Company, that the entire award would have been paid to the Participant (the “Bonus Payment Date”). Those DSU’s will be granted effective the Bonus Payment Date.

(d) If the Company believes that a Participant (1) may have engaged in activity that may be detrimental to the Company or (2) may have accepted employment with another employer or otherwise intended to terminate employment with the Company or a Related Company other than with the consent of Company, the Company may suspend such Participant’s DSU’s pending an investigation of the matter.

(e) The grant of DSU’s is provisional until cash is paid in settlement thereof, except to the extent the Company shall have declared the DSU’s to be vested and non-forfeitable. If, while the grant of DSU’s is provisional, (1) the Participant terminates employment with the Company or a Related Company other than with the Company’s consent, except for termination of employment due to death, or (2) the Participant is determined by the Company to have engaged in activity that is detrimental to the Company, the DSU’s shall be forfeited, if the Company so determines, as of the time of termination of employment, or the date such activity is determined to be detrimental, as the case may be.

4. Exercise of DSU’s

(a) DSU’s may be exercised only after termination of employment, including termination of employment due to death, with the Company or a Related Company.

(b) No DSU may be exercised unless all of the DSU’s granted to a Participant are exercised by the Participant on the same date.

(c) DSU’s may be exercised by a Participant by a written notice of exercise sent to the Company at such address as the Company may specify from time to time. The Participant must specify in the notice of exercise an exercise date for the DSU’s granted to the Participant, which exercise date must be not earlier than the date of actual receipt by the Company of the written notice to exercise DSU’s. In addition, except as provided in subparagraph 4(d)(i), the exercise date of a Participant’s DSU’s must be no later than December 31 of the year following the year in which the termination of employment of the Participant occurred (the “Final Exercise Deadline”). If a Participant’s DSU’s are not exercised by the Participant by the Final Exercise Deadline, then those DSU’s will be deemed to be exercised on the Final Exercise Deadline.

(d) For U.S. taxpayers, subject to United States Internal Revenue Code, Section 409A, for DSU’s earned after December 31, 2004,

(i) the exercise date must not be later than five (5) months after the date of termination of employment, including termination of employment due to death, with the Company or a Related Company (the “Final Exercise Date”). If the Participant’s DSU’s are not exercised by the Participant by the Final Exercise Date, then those DSU’s will be deemed to be exercised on the Final Exercise Date; and

(ii) the date for the cash payment from the Plan will be six (6) months after the date of termination of employment, including termination of employment due to death, with the Company or a Related Company.

5. Method of Payment

(a) Except as provided in subparagraph 4(d)(ii), a cash payment will normally be made as soon as practicable after the exercise date for a Participant’s DSU’s.

(b) Payments will be reduced by any amount required to be withheld by any government authority.

6. Significant Changes

In the case of any subdivision, consolidation, reclassification of the shares of the Company, or other relevant change in the capitalization of the Company or the payment of a dividend on the shares of the Company other than in cash, the Company, in its discretion, may make appropriate adjustments in the number and Exercise Price of granted DSU’s, and an adjustment by the Company shall be conclusive as to the number of DSU’s and Exercise Price for a DSU and shall be final and binding upon all persons. All changes to this Plan will be recorded on the Plan Adoption and Amendments/Adjustments Summary Page attached hereto.

7. Other

(a) The Company reserves the right to amend, suspend, or terminate the Plan at any time with respect to future grants of DSU’s, including but not restricted to the future grant of DSU’s after a Participant has elected to receive all or part of a potential annual performance bonus award but before DSU’s are granted to the Participant for that election.

(b) The Company shall maintain a record of DSU’s granted to Participants and that record shall be final and binding upon all persons.

(c) No right created by the granting of a DSU can be pledged in any circumstance, nor can it be assigned except in the case of death. Any attempt to pledge or assign may, in the discretion of the Company, result in the participant’s forfeiture of the rights created herein.

(d) The Company will determine conclusively all questions arising in the administration or interpretation of this Plan and such a determination shall be final and binding upon all persons.

(e) The Plan shall be administered by the Company’s compensation committee or, in the Board’s sole discretion, the Board. Nothing in this Plan requires the Company to have a compensation committee.

(f) No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause.

(g) Each person who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf. This duty to indemnify shall not apply to the extent that (i) such loss, cost, liability or expense is a result of such person’s own willful misconduct or (ii) such indemnification is expressly prohibited by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.

(h) Unless otherwise provided by the Board or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award shall entitle the Participant to any cash dividend, voting or other right of a stockholder.

(i) All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

(j) If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Company, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Company’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

(k) The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Nevada without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Nevada.

(l) The granting of Awards and the issuance of DSU’s under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

8. Definitions

As used herein, the below terms shall have the following meaning ascribed to them:

(a) “Average Closing Price” shall have the meaning set forth in Section 2(b).

(b) “Board” means the Board of Directors of the Company.

(d) “Company” means United Royale Holdings Corp., a Nevada corporation.

(e) “DSU” shall have the meaning set forth in Section 2(a).

(f) “Exercise Price” shall have the meaning set forth in Section 2(b).

(g) Final Exercise Deadline shall have the meaning set forth in Section 4(c).

(h) Final Exercise Date shall have the meaning set forth in Section 4(d)(i).

(i) “including”, “include”, “includes” and words of similar import shall be construed broadly as if followed by the phrase “without limitation”.

(j) “Participant” means any eligible person to whom an award is granted under this Plan.

(k) “Plan” means this United Royale Holdings Corp. 2021 Deferred Share Unit Plan.

(l) ‘‘Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control with the Company.

PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS

SUMMARY PAGE

Date of Board Action	Action	Section/Effect of Amendment	Date of Shareholder Approval

August ____, 2021	Initial Plan Adoption		August ____, 2021