Alberta Agency and Trustee Agreement

Retain a sales agent and a trustee in connection with a public offering of shares under a prospectus in Alberta with this Agency and Trustee Agreement.

• The issuer (offering corporation) retains the Agent to sell the securities on a 'best efforts' basis.
• The Trustee will hold all subscription funds on behalf of the issuer.
• The Agent may enter into arrangements with other investment dealers registered to sell securities in Alberta, at no additional cost to the issuer.
• The Trustee will keep the subscription funds in a daily-interest escrow account or in short-term interest-bearing securities.
• The issuer indemnifies the Trustee against claims or losses, and against its costs incurred in the performance of its duties.
• The issuer also indemnifies the Agent against claims or losses, costs or expenses (except loss of profits).