Legal Form 45-106F1

LEGAL FORM 45-106F1

This Report of Exempt Distribution (Legal Form 45-106F1) is made as of Date: between Issuer Name: , incorporated or organized under the laws of with registered office at (the "Issuer"), and Purchaser Name: with address (the "Purchaser").

RECITALS

WHEREAS the Issuer proposes to distribute securities described as (the "Securities") without a prospectus pursuant to a prospectus exemption;

WHEREAS the Issuer asserts that the distribution occurred on or about Date of Distribution: and relied upon the following exemption(s): ;

WHEREAS the Issuer is required to report the exempt distribution and the Purchaser is providing certain representations and certifications to the Issuer in connection with the distribution.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 In this Report, unless the context otherwise requires, capitalized terms used have the meanings ascribed to them in the recitals or as follows. "Distribution Date" means the date set out in section 2.1. "Consideration" means the total aggregate cash and other payment received by the Issuer in respect of the distribution.

2. DETAILS OF THE DISTRIBUTION

2.1 Date of Distribution: . The Issuer confirms that the Securities were issued on or about this date.

2.2 Description of Securities: The class, designation, rights and restrictions of the Securities are described below.

2.3 Aggregate number of Securities issued: . Aggregate consideration received by the Issuer: $ .

2.4 Number of purchasers to whom the Securities were distributed: . The purchasers are described by name and address in records retained by the Issuer.

2.5 Exemption relied upon (check all applicable): Accredited investor Family, friends and business associates Private issuer Other:

3. PURCHASER REPRESENTATIONS AND WARRANTIES

The Purchaser hereby represents and warrants to the Issuer that:

3.1 The Purchaser is purchasing the Securities for investment purposes only and not with a view to resale or distribution, unless the Purchaser has disclosed an intention to resell and complied with applicable securities laws.

3.2 The Purchaser is an investor of the type necessary to qualify for the claimed exemption and the information provided by the Purchaser to the Issuer regarding the Purchaser's status is true, complete and accurate.

3.3 The Purchaser has had the opportunity to ask questions and obtain information concerning the Issuer and the Securities, and has relied only on the representations expressly set forth in this Report.

4. ISSUER CERTIFICATIONS

The Issuer certifies that:

4.1 The Issuer has reasonable grounds to believe that the distribution qualified for the exemption claimed and that all required documentation, including purchasers' representations, has been obtained and retained in the Issuer's records.

4.2 No material facts have been omitted and there are no untrue statements of material facts made in this Report or in the documents provided to Purchasers that would render any statement in this Report misleading.

5. RECORDS AND RETENTION

The Issuer shall retain all records relating to the distribution, including subscription agreements, investor representations, and copies of this Report, for a period of not less than from the Distribution Date, and shall make such records available to regulatory authorities upon lawful request.

6. NOTICES

Any notice, demand or other communication required or permitted to be given under this Report shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in writing to the other party.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

7.1 Governing Law. This Report shall be governed by and construed in accordance with the laws of without regard to its conflict of laws rules.

7.2 Entire Agreement. This Report constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, understandings and agreements between the parties relating thereto.

7.3 Severability. If any provision of this Report is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 Amendment. This Report may only be amended or supplemented by an agreement in writing signed by the parties.

8.2 Waiver. No waiver of any provision of this Report shall be effective unless in writing and signed by the waiving party.

8.3 Counterparts. This Report may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic image shall be binding and treated as original signatures.

CERTIFICATION

The undersigned hereby certify that the information contained in this Report is true, correct and complete in all material respects, and that they are duly authorized to sign on behalf of the party for whom they sign.

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