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THIS ASSET PURCHASE AGREEMENT ("Agreement") is made effective as of the 18^th day of March, 2025 (the "Execution Date")

BETWEEN:

VEJI HOLDINGS LTD., a corporation existing under the laws of British Columbia, and having its head office located at 6th Floor, 905 West Pender Street, Vancouver, British Columbia, V6C 1L6, Canada ("Veji" or the "Buyer")

AND:

FUTURE INVESTMENTS HOLDING OÜ, a corporation existing under the laws of Estonia and having its head office located at [REDACTED] ("FIHO" or the "Vendor")

WHEREAS:

1. FIHO owns 100% of graphene technology under patent #102023000020769 (Italy) (the "Graphene Intellectual Property") and 8,750 grams of graphene (collectively, with the Graphene Intellectual Property, the "Purchased Assets").

2. The Graphene Intellectual Property is a proprietary technology using inorganic materials to create new composite materials based on graphite, which have increased strength and electrical conductivity to be generally used as the main component in the production of chemically and thermally stable materials, catalyst carriers, sorbents, high-temperature insulating materials.

3. Michael Turner is a professional with expertise in the application of graphene technology to enhance the production of concrete materials.

4. Buyer wishes to acquire 100% of the Purchased Assets from the Vendor in consideration for the Consideration Shares (defined below) on the terms and conditions set forth in this agreement. 

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and of the premises, covenants and agreements herein set forth, the Parties hereto covenant and agree each with the other as follows:

1. DEFINITIONS AND INTERPRETATION

1.1       For the purposes of this Agreement, including the recitals and any Schedules hereto, the following words and expressions will have the following meanings:

1. "1933 Act" means the Securities Act of 1933, as amended, of the United States and the rules and regulations promulgated by the U.S. Securities and Exchange Commission thereunder;

2. "affiliate" has the meaning attributed to such term under section 1.3 of NI 45-106;

3. "Agreement" means this securities exchange agreement and all instruments supplemental to or in amendment or confirmation of this securities exchange agreement, as such may be further amended from time to time;

4. "Applicable Law" means, with respect to any person, any domestic (whether federal, state, territorial, provincial, municipal or local) or foreign statute, law, ordinance, rule, administrative interpretation, regulation, Order, writ, injunction, directive, judgment, decree or other requirement, all as in effect as of the Closing, of any Government Body applicable to such person or any of its affiliates, or any of their respective properties, assets, employees or agents (in connection with such employee’s or agent’s activities on behalf of such person or any of its affiliates), including all Applicable Securities Laws;

5. "Applicable Securities Laws" means the BC Securities Act and the equivalent legislation in the other provinces and territories of Canada, as amended from time to time, together with the rules, regulations and forms made or promulgated under any such statute; (ii) the published national instruments, multilateral instruments, policies, bulletins, and notices of the BCSC and securities commissions and similar regulatory authorities of each of the provinces and territories of Canada; and (iii) the published rules and policies of the Exchange;

6. "BCBCA" means the Business Corporations Act (British Columbia), as amended from time to time;

7. "BCSC" means the British Columbia Securities Commission;

8. "BC Securities Act" means the Securities Act (British Columbia), as amended from time to time; 

1. "Business Day" means any day, other than a Saturday, Sunday, statutory holiday or any other day on which the principal chartered banks located in Vancouver, British Columbia are not open for business during normal banking hours;

10. "Buyer" or "Veji" means Veji Holdings Ltd., a corporation formed under the laws of British Columbia;

11. "Buyer Board" means the board of directors of Buyer;

• "Buyer Common Shares" means common shares in the capital of Buyer;

13. "Buyer Financial Statements" means the audited consolidated financial statements of the Buyer for the fifteen months ended March 31, 2024 and twelve months ended December 31, 2022, and the interim consolidated financial statements for the period ended December 31, 2024, copies of which have been filed by the Buyer on SEDAR;

• "Buyer Meeting" means any meeting of the shareholders of Veji duly called to obtain any necessary shareholder approvals required in relation to the Transaction, and any adjournments thereof;

• "Buyer Public Record” means all publicly available press releases, material change reports, annual information forms, information circulars, financial statements and other documents that have been disclosed by the Buyer to the public and filed with any applicable Canadian or other securities regulatory authority or otherwise posted on SEDAR;

16. "Claims" means any suit, action, dispute, civil or criminal litigation, claim, arbitration or legal, administrative or other proceeding or governmental investigation, including appeals and applications for review;

17. "Closing" means the closing of the Transaction pursuant to the terms of this Agreement;

18. "Closing Date" has the meaning set forth in section 6.1;

19. "Closing Deadline" means June 30, 2025 or such other date as Buyer and FIHO may

mutually agree in writing;

20. "Closing Time" means 10:00 a.m. (Vancouver time) on the Closing Date or such other time on such date as the parties may agree as the time at which the Closing will take place;

21. "Confidential Information" has the meaning set forth in section 9.7.;

5. "Consideration Shares" means the Buyer Common Shares to be issued from treasury to the Vendor in accordance with subsection 2.1;

23. "Disclosing Party" has the meaning set forth in section 9.7;

10. "Encumbrances" means any Lien, Claim, charge,  pledge,  hypothecation,  security  interest, mortgage, title retention agreement, title defect or objection, assignment, trust or deemed trust (whether contractual, statutory or otherwise arising), option, restriction or encumbrance of any nature or kind whatsoever, other than: (i) statutory liens for taxes not yet due and payable; and (ii) such imperfections of title, easements and encumbrances, if any, that will not result in a Material Adverse Effect;

25. "Execution Date" means the date first written above;

26. "Exchange" means the Canadian Securities Exchange;

1. "FIHO" or "Vendor" means Future Investments Holding OÜ, a company formed under the laws of Estonia;

28. "FHIO Board" means the board of directors of FIO;

55. "Graphene Intellectual Property"  means any and all intellectual and industrial proprietary rights and rights in confidential information of every kind and description anywhere in the world, in connection with a proprietary technology using inorganic materials to create new composite materials based on graphite, which have increased strength and electrical conductivity to be generally used as the main component in the production of chemically and thermally stable materials, catalyst carriers, sorbents, high-temperature insulating materials, and includes, but not limited to: (i) trademarks (including those arising under common law), service marks, trade dress, trade names, logos, slogans, corporate names and other indicia of source, and registrations and applications for registration thereof together with all of the goodwill associated therewith; (ii) copyrights and copyrightable works, and registrations and applications for registration thereof; (iii) internet domain names, websites, universal resource locators and other names and locators associated with the internet; (iv) patents, pending patents, trade secrets and other confidential information (including ideas, formulae, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice)), know how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, non-public data and databases, financial and marketing plans and customer and supplier lists and information; (v) moral and economic rights of authors and inventors, however denominated; and (vi) all other intellectual property. 

82. "Governmental Authorization" means any: (i) Permit, license, certificate, franchise, variance, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Applicable Laws, or (ii) right under any contract with any Governmental Body;

109. "Governmental Body" means any: (i) nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, provincial, local, municipal, foreign or other governmental body; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity, and any court or other tribunal); (iv) multi-national organization or body; or (v) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority, or power of any nature, including any arbitrator;

136. "IFRS" means International Financial Reporting Standards;

163. "Lien" means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition, which, in substance, secures payment or performance of an obligation;

190. "Material" means, when used in respect to the affairs of a person, an event, occurrence   or fact concerning the business, operations, capital, assets, liabilities or financial condition of the person, on a consolidated basis, that would reasonably be expected to influence a reasonable investor in whether or not to invest in the securities of the person and "Materially" has a corresponding meaning;

2. "Material Adverse Effect", when used in connection with  any  person,  means  any change, event, violation, inaccuracy, circumstance or effect that is Materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, financial condition or results of operations of such person and any affiliates thereof, other than any change, event, circumstance or effect to the extent resulting from changes in IFRS;

244. "Material Contract" means all contracts or other obligations or rights (and all  amendments, modifications and supplements thereto to which any Party is a party affecting the obligations of any Party thereunder) to which a Party is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of such Party taken as a whole; 

271. "material fact" has the meaning ascribed to it in the BC Securities Act;

• "misrepresentation" has the meaning ascribed to it in the BC Securities Act;

325. "NI 45-106" means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators; 

• "Order" means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body; 

• "Party" means a party to this Agreement and "Parties" means all parties to this Agreement;

406. "Permits" means in respect of a Party, all permits, licenses, variances, exemptions, Orders and approvals of all Governmental Bodies necessary for the lawful conduct of the business of the Party;

433. "person" includes an individual, corporation, partnership, joint  venture,  society, association, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other juridical entity, or any trustee, executor, administrator, or other legal representative thereof;

460. "Personal Information" means any information about the Vendor required to be disclosed to a Regulatory Authority pursuant to a Regulatory Authority form or a request made by a Regulatory Authority;

487. "Purchased Assets" means certain assets of FIHO, as more particularly described in the recitals of this Agreement, including, but not limited to, the Graphene Intellectual Property;

514. "SEDAR" means the System for Electronic Document Analysis and Retrieval;

541. "Receiving Party" has the meaning set forth in section 9.7;

568. "Regulatory Authorities" means the BCSC and any other securities commissions or similar regulatory authorities in Canada and each of the provinces and territories thereof, as applicable; 

595. "Subsidiary" means, with respect to a specified body corporate, a body  corporate  of  which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the directors thereof, whether or not shares of any other class or classes will or might be entitled to vote upon the happening of any event or contingency, are at the time owned, directly or indirectly, by such specified body corporate, and includes a body corporate in like relation to a subsidiary;

20. "Tax Act" means the Income Tax Act (Canada);

649. "taxes" means all present and future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body in the nature of a tax, including any interest, additions to tax and penalties applicable thereto; and

676. "Transaction" means the acquisition by Buyer of the Purchased Assets in exchange for the issuance of the Consideration Shares to the Vendor;

1. "Transaction Documents" means this Agreement and any other documents contemplated by this Agreement or necessary to be signed by any Party in order to consummate the Transaction; 

704. "Transfer Agent" means Endeavor Trust Corporation

               1.2           For the purposes of this Agreement, except as otherwise expressly provided herein:

1. all references in this Agreement to a designated article, section, subsection or

Schedule is to the designated article, section or subsection of, or Schedule to, this Agreement;

2. the words "herein", "hereof" and "hereunder", and other words of similar import, refer to this Agreement as a whole and not to any particular article, section, subsection, or Schedule, unless indicated;

3. the singular of any term includes the plural and vice versa, and the use of any term is equally applicable to any gender and, where applicable, to a body corporate;

4. the word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language such as "without limitation", "but not limited to" or other words of similar import are used);

5. all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with IFRS, applied on a consistent basis with prior periods;

6. except as otherwise provided, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments

made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations;

7. where the phrase "to the best knowledge of" or phrases of similar import are used in this Agreement regarding statements of fact made by a person, it is intended to indicate that no information has come to the person’s attention which would give them actual knowledge of the existence or absence, as the case may be, of such facts, and except as expressly set out in this Agreement, the person has not undertaken any specific search to determine the existence or absence, as the case may be, of such facts;

8. the headings to the articles and sections of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;

1. any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity; and

10. unless otherwise specifically noted, all references to currency in this Agreement are to Canadian dollars.

       1.3       The following are the Schedules to this Agreement:

Schedule Description

A    Contact Information of Public Officials Regarding Indirect Collection of

Personal Information

2. CONSIDERATION

2.1 Upon and Subject to the terms of this Agreement, the Vendor agrees to sell, assign and transfer, free and clear of all Encumbrances, and the Buyer agrees to purchase, all of the Purchased Assets.

2.2        Subject to section 2.3 below as consideration and in exchange for the Purchased Assets, on the Closing Date, Buyer will issue to the Vendor an aggregate of 4.2 million Consideration Shares at a deemed value of $0.50 per Consideration Share (for an aggregate value of $2.1 million), as fully paid and non-assessable common shares.

2.3 The issuance of the Consideration Shares are subject to a four (4) month and one (1) day hold period. No fractional Consideration Shares will be issued to the Vendor. In lieu of any fractional entitlement, the number of Consideration Shares issued to the Vendor will, without any additional compensation, be rounded down to the next lesser whole number of Consideration Shares. In calculating such fractional interests, all securities of like kind registered in the name of a holder will be aggregated. Concurrent with the hold period referenced herein, Vendor agrees that the Consideration Shares may be subject to Exchange

escrow provisions.

2.4 Acknowledgements and Agreements of the Vendor.  The Vendor acknowledges and agrees as follows with respect to the sale of the Purchased Assets and the receipt of the Consideration Shares pursuant to this Agreement:

1. Effective as at the Closing Time (i) Vendor shall be deemed to have sold, assigned and transferred the Purchased Assets to the Buyer, and (ii) the Consideration Shares shall be issued and delivered to the Vendor.

2. The Vendor has been independently advised as to the applicable hold periods imposed in respect of the Consideration Shares by the securities legislation in the jurisdiction in which the Vendor resides, and such Vendor confirms that no representation has been made respecting the applicable hold periods for the Consideration Shares and that such Vendor is aware of the risks and other characteristics of the Consideration Shares and of the fact that such Vendor may not resell the Consideration Shares except in accordance with applicable securities legislation and regulatory policy until expiry of the applicable hold periods and compliance with the other requirements of applicable law. The Vendor acknowledges that the certificates representing the Consideration Shares will contain legends denoting a hold period of four (4) months and one (1) day, and any other applicable resale restrictions, if any, and that it will not resell the Consideration Shares except in accordance with the provisions of applicable securities legislation and Exchange policies.

3. The Vendor has been advised that no prospectus has been filed in connection with the issuance and granting of the Consideration Shares and as the Consideration Shares are being issued and granted to the Vendor pursuant to the asset acquisition exemption from the prospectus requirements of applicable securities laws (Section 2.12 of National Instrument 45-106 – Prospectus Exemptions):

1. most of the civil remedies applicable to the issuance and granting of securities by way of prospectus provided for in such laws are not available to the Vendor;

2. the Vendor may not receive information that would be provided if no such exemptions were available; and

3. the Buyer is relieved of certain obligations in respect of offerings by way of prospectus which would otherwise apply under applicable securities laws.

1. The Vendor will comply with any requirements imposed by securities legislation as a result of the shareholdings of the Vendor in the Buyer exceeding certain thresholds, such requirements to include, without limitation, the filing of insider and early warning reports under applicable Canadian securities laws

1. The Vendor acknowledges that any certificate(s) representing the Consideration Shares will bear a legend, or any ownership statement issued under a direct registration system or other book-entry system will bear a legend restriction notation, as the case may be, in substantially the following form and with the necessary information inserted:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED]."

1. Notwithstanding anything contained in this Agreement, Buyer does not assume and shall not be liable for any taxes under the Tax Act or any other amount whatsoever which may be or become payable by the Vendor, including, without limiting the generality of the foregoing, any taxes resulting from or arising as a consequence of the sale by the Vendor to Buyer of the Purchased Assets herein contemplated. 

1. The Vendor will comply with any requirements imposed by the Exchange or securities legislation as a result of the shareholdings of the Vendor in the Buyer exceeding certain thresholds, such requirements to include, without limitation, the filing of insider and early warning reports under applicable Canadian securities laws.

3. REPRESENTATIONS AND WARRANTIES OF BUYER

3.1 To induce the Vendor to enter into this Agreement and complete the Transaction, Buyer, with the knowledge and intent that the Vendor is relying on such representations and warranties in entering into this Agreement, hereby warrants and represents to the Vendor as follows:

1. Buyer is a corporation duly and validly existing under the laws of British Columbia and is in good standing with respect to the filings of any and all reports required to be filed thereunder;

2. the authorized capital of the Buyer consists of an unlimited number of common shares, of which 12,349,173 million Buyer Common Shares have been validly issued and are outstanding as fully paid and non-assessable;

3. The the Buyer Financial Statements are true and correct in every material respect and present fairly the assets, liabilities and financial position of the Buyer as at December 31, 2024, and the results of its operations to that date, in accordance with IFRS applied on a basis consistent with that of previous periods;

4. No bankruptcy, insolvency or receivership proceedings have been instituted or are pending against the Buyer, and the Buyer is able to satisfy its liabilities as they become due;

5. Buyer has all requisite corporate power and authority to own its properties and assets and carry on its business as now being conducted;

6. Buyer has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms;

7. the execution, delivery and performance of this Agreement and the matters contemplated herein have been duly authorized by all necessary corporate action and no other corporate proceedings are necessary to authorize this Agreement and

the matters contemplated herein;

8. the consummation of this Agreement will not conflict with nor result in any breach of any agreement or other instrument whatever to which Buyer is a party or by which Buyer is bound or to which it may be subject;

1. no proceedings are pending for, and Buyer is unaware of any basis for, the institution of any proceedings leading to the placing of Buyer in bankruptcy or subject to any other laws governing the affairs of insolvent parties;

10. this Agreement, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation enforceable against Buyer in accordance with its terms.

11. Buyer is in good standing with its filings with the Applicable Securities Laws and the Buyer Common Shares are not subject to any trading halt, suspension or cease trade order, and there is no pending or, to the knowledge of Buyer after due inquiry, threatened or potential action to halt or suspend the Buyer Common Shares by any relevant securities regulatory authority having jurisdiction;

• On Closing, the Consideration Shares:

1. will be issued to the Vendor as fully paid and non-assessable Consideration Shares;
2. will be duly registered in the name of the Vendor in the books and registers of the Buyer; and
3. will be accepted by the Exchange for listing and posting for trading on the Exchange, subject only to satisfying any conditions stipulated by the Exchange for listing;

13. Buyer is now, and on the Closing Date will be, a reporting issuer in the Provinces of British Columbia, Alberta, Manitoba, Ontario and New Brunswick;

• the minute books, books of account and other records of Buyer have (whether of a financial or accounting nature or otherwise) been maintained in accordance with, in all material respects, all Applicable Laws and are complete and accurate in all Material respects;

• the Buyer Public Record is, in all material respects, accurate and complete and omits no facts, the omission of which makes the Buyer Public Record or any particulars therein, materially misleading or incorrect at the time such statements were made.  The Buyer has not filed any confidential material change reports which are, as of the date of this Agreement, maintained on a confidential basis.  Except as disclosed in the Buyer Public Record, there is no fact known to the Buyer which has, or so far as the Buyer which has, or so far as the Buyer can reasonably foresee, will have a material adverse effect, or which would otherwise be material to any person intending to make an investment in the Buyer;

16. as of the time the applicable Buyer Public Records were filed with applicable

Regulatory Authorities and on SEDAR (System for Electronic Document Analysis

and Retrieval at www.sedarplus.ca) (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Buyer Public Records complied in all material respects with the requirements of Applicable Securities Laws; and (ii) none of the Buyer Public Records contained any misrepresentation;

17. Buyer is not a party to any investigation, prosecution, litigation, legal proceeding, arbitration, mediation or any other form of dispute resolution, and to the best of its knowledge no such proceedings are pending or threatened and there is no circumstance or fact that is likely to give rise to any such proceedings;

18. Buyer has paid all taxes that have become or are due with respect to any period ended on or prior to the Execution Date. All taxes that Buyer is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other person;

19. Buyer is not presently under, nor has it received notice of, any contemplated investigation or audit by any Governmental Body concerning any fiscal year or period;

20. Buyer has not, and to its knowledge no officer, director, consultant or agent of Buyer, nor any other person associated with or acting for or on behalf of Buyer, has, directly or indirectly:

(i) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any person, regardless of form, whether in money, property or services:

1. to obtain favorable treatment in securing business,

2. to pay for favorable treatment for business secured,

3. to obtain special concessions or for special concessions already obtained, for or in respect of Buyer or any directors or officers of Buyer; or

4. in violation of any Applicable Laws; or

(ii) established or maintained any fund or asset that has not been recorded in the books and records of Buyer;

21. Buyer does not have any specific information relating to Buyer or its business, properties or assets which have not been disclosed in Buyer Public Record and which could reasonably be expected to have a Material Adverse Effect on Buyer; 

5. none of the foregoing representations, warranties and statements of fact contain any untrue statement of material fact or omit to state any material fact necessary to make any such statement, warranty or representation not misleading to FIHO in seeking full information as to Buyer and its assets, business and affairs;
23. Buyer is not required to obtain any consent, waiver, authorization or order of, give

any notice to, or make any filing or registration with, any court or other federal, provincial, territorial, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Buyer of the Transaction Documents, other than: (i) such consents, waivers, or authorizations as have been obtained before the Closing, and (ii) the filing of Form 45-106F1 with the BCSC (collectively, the "Required Approvals");

10. there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Buyer, threatened against or affecting the Buyer, or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Buyer nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under U.S. federal securities law or State Securities Laws or a claim of breach of fiduciary duty; and
25. neither the Buyer nor any person acting on behalf of the Buyer has offered or sold any of the Securities by any form of general solicitation or general advertising, or other means listed under Rule 502(c) of Regulation D promulgated under the 1933 Act.

               3.2       Buyer hereby covenants and agrees with FIHO as follows:

1. FIHO and its directors, officers, auditors, counsel and other authorized representatives will be permitted to make such commercially reasonable investigations of the property, assets and business of Veji and of its financial and legal conditions as FIHO reasonably deems necessary or desirable, provided always that such investigations will not unduly interfere with the operations of Veji. Such investigations will not, however, affect or mitigate in any way the representations and warranties contained in this Agreement which representations and warranties will continue in full force and effect for the benefit of FIHO;

2. Buyer will use its commercially reasonable best efforts to obtain from its directors and all appropriate Governmental Bodies such approvals or consents as are required (if any) to complete the Transaction contemplated in this Agreement;

3. If required, Buyer will give notice to FIHO of the date of the Buyer Meeting and will prepare, in accordance with the BCBCA and Applicable Securities Laws, the necessary meeting documents for the purpose of approving the Transaction. 

4. Buyer will maintain its corporate status and comply with all applicable corporate and securities requirements (including any applicable filing requirements) prior to Closing;

5. Buyer agrees to conduct its business in the ordinary course prior to Closing and to provide prompt and full disclosure to FIHO of any Material information, change or event in the business, operations, financial condition or other affairs of Buyer prior

to Closing; and

6. Buyer will use all reasonable efforts to satisfy each of the conditions precedent set out in this Agreement to be satisfied by it as soon as practical and in any event before the Closing Date, and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable that are commercially reasonable to permit the completion of the Transaction in accordance with the terms and conditions of this Agreement and Applicable Laws.

3.3        Buyer must promptly notify FIHO, if at any time after Execution Date Buyer becomes aware that:

1. a representation or warranty provided by Buyer in section 3.1 above has ceased to be true; or

2. an act or event has occurred that would or might reasonably be expected to result in a representation or warranty provided by Buyer in section 3.1 above ceasing to be true if it were repeated immediately on the Closing Date,

 and must also provide FIHO with details of that fact.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF FIHO

1. To induce Buyer to enter into this Agreement and complete the Transaction, FIHO hereby represents and warrants to Buyer as follows and acknowledges that Buyer is relying on such representations and warranties in connection with entering into this Agreement:

1. FIHO is a corporation duly and validly existing and in good standing under the laws of Estonia and has all requisite corporate power and authority to own its properties and assets and carry on its business as now being conducted;

2. No bankruptcy, insolvency or receivership proceedings have been instituted or are pending against FIHO, and FIHO is able to satisfy its liabilities as they become due;

3. FIHO has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms;

4. the execution, delivery and performance of this Agreement and the matters contemplated herein have been duly authorized by all necessary corporate action and no other corporate proceedings are necessary to authorize this Agreement and the matters contemplated herein;

5. the consummation of this Agreement will not conflict with nor result in any breach of any agreement or other instrument whatever to which FIHO is a party or by which FIHO is bound or to which it may be subject;

6. no proceedings are pending for, and FIHO is unaware of any basis for, the institution of any proceedings leading to the placing it in bankruptcy or subject to any other laws governing the affairs of insolvent parties;

7. this Agreement, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation enforceable against FIHO in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies;

10. there are no agreements that could restrict the sale and transfer of Purchased Assets, and no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the sale and transfer of the Purchased Assets to which FIHO is a party or of which FIHO is aware;

11. no Order prohibiting the sale of the Purchased Assets by FIHO is currently in effect and to the best knowledge, information and belief of the directors of FIHO, no proceedings for this purpose have been instituted, are pending, contemplated or threatened;

• FIHO has conducted and is conducting its business in all Material respects in full compliance with all Applicable Laws, rules and regulations of each jurisdiction in which its business is carried on and holds all necessary Permits, whether governmental, regulatory or otherwise, to enable its business to be carried on as it is currently conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing and none of such Permits contains any burdensome term, provision, condition or limitation, save and except in any case which would not have a Materially Adverse Effect;

13. FIHO is the legal and beneficial owner of the Purchased Assets and on Closing, the Buyer will acquire good and marketable title to such Purchased Assets free and clear of all Encumbrances;

• FIHO has good and marketable title to the Purchased Assets free and clear of any actual, pending or, to the best knowledge or belief of the directors of FIHO, threatened Encumbrances;

• FIHO has not infringed or misappropriated, and the operation of the business as currently conducted does not infringe or misappropriate, any Intellectual Property rights of other persons or entities;

16. FIHO has not granted or entered into any agreement, option, understanding or commitment or any Encumbrance of or disposal of the Purchased Assets or an interest therein or any right or privilege capable of becoming an agreement or option with respect to the Purchased Assets and will not do so prior to the Closing Date;

17. FIHO has no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities or obligations of any other person, including any obligation to service the debt of, or otherwise acquire an obligation of, another person or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other person that would restrict the sale and transfer of the Purchased Assets;

18. FIHO is not a party to any investigation, prosecution, litigation, legal proceeding, arbitration, mediation or any other form of dispute resolution, and to the best of its knowledge no such proceedings are pending or threatened and there is no circumstance or fact that is likely to give rise to any such proceedings;

19. FIHO is not in violation of any federal, provincial, municipal or other law, regulation or Order of any Governmental Body, domestic or foreign;

20. FIHO has not, and to its knowledge, no officer, director, consultant or agent of FIHO, nor any other person associated with or acting for or on behalf of FIHO, has, directly or indirectly:

1. made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any person, regardless of form, whether in money, property or services:

1. to obtain favorable treatment in securing business,

2. to pay for favorable treatment for business secured,

3. to obtain special concessions or for special concessions already obtained, for or in respect of FIHO or any directors or officers of FIHO; or

4. in violation of any Applicable Laws; or

2. established or maintained any fund or asset that has not been recorded in the books and records of FIHO;

21. FIHO does not have any specific information relating to the Purchased Assets which has not been disclosed to Buyer and which could reasonably be expected to have a Material Adverse Effect on the Transaction; and

5. none of the foregoing representations, warranties and statements of fact contain any untrue statement of material fact or omit to state any material fact necessary to make any such statement, warranty or representation not misleading to Buyer in seeking full information as to the Purchased Assets.

1. FIHO must promptly notify Buyer if at any time after the Execution Date FIHO becomes aware that:

1. a representation or warranty provided by FIHO in section 4.1 above has ceased to be true; or

2. an act or event has occurred that would or might reasonably be expected to result in a representation or warranty provided by FIHO in section 4.1 above ceasing to be true if it were repeated immediately on the Closing Date,

and must also provide Buyer with details of that fact.

1. FIHO hereby covenants and agrees with Buyer as follows:

1. Buyer and its directors, officers, auditors, counsel and other authorized representatives will be permitted to make such commercially reasonable investigations of the Purchased Assets as Buyer reasonably deems necessary or desirable, provided always that such investigations will not unduly interfere with the operations of FIHO. If reasonably requested, FIHO will provide copies of records maintained in connection with the Purchased Assets. Such investigations will not, however, affect or mitigate in any way the representations and warranties contained in this Agreement which representations and warranties will continue in full force and effect for the benefit of Buyer;

2. FIHO will use its commercially reasonable best efforts to obtain from FIHO’s directors, shareholders and all appropriate Governmental Bodies such approvals or consents as are required (if any) to complete the transactions contemplated in this Agreement;

3. FIHO will maintain its corporate status and comply with all applicable corporate and securities requirements (including any applicable filing requirements) prior to Closing;

4. FIHO agrees to provide prompt and full disclosure to Buyer of any Material information, change or event in the Purchased Assets prior to Closing;

5. FIHO will not do any act or take any steps that would be in violation or contrary to corporate laws in the Province of British Columbia or any other Applicable Laws in any Material respect;

6. FIHO will use all reasonable efforts to satisfy each of the conditions precedent set out in this Agreement to be satisfied by it as soon as practical and in any event before the Closing Date, and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable that are commercially reasonable to permit the completion of the Transaction in accordance with the terms and conditions of this Agreement and Applicable Laws; and

7. from and after the date of execution of this Agreement by FIHO until the termination of this Agreement, FIHO will not, without the prior written consent of Buyer or except as otherwise permitted by this Agreement: (i) offer for sale or lease all or any portion of the Purchased Assets; (ii) solicit offers to buy all or any portion of the Purchased Assets; or (iii) enter into any agreement with any party (other than Buyer) with respect to the sale, assignment, or other disposition of any of the Purchased Assets and FIHO will promptly communicate to Buyer the substance of any inquiry or proposal concerning any such transaction.

5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

1. The representations and warranties made by the Parties and contained in this Agreement will continue in full force and effect for the benefit of the respective Party or Parties, as applicable, subject to the following:

1. except as provided in subsection 5.1(b) below, the Parties may make or bring any claim for a period of 12 months from the Closing Date;

2. any claim which is based upon or relates to the title to the Purchased Assets or the Consideration Shares in connection with this Agreement or which is based upon an intentional misrepresentation or fraud by Buyer, FIHO or the Vendor may be brought at any time.

After the expiration of the period of time referred to in subsection 5.1(a), Buyer, FIHO and the Vendor will be released from any and all obligations and liabilities in respect of the representations and warranties made by each of them and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any claims made by any of the Parties in writing prior to the expiration of such period and subject to the rights of each of the Parties to make any claim permitted by subsections 5.1(a) and (b).

6.CLOSING AND CLOSING DATE

6.1 The Closing of the Transaction will occur at 10:00 a.m. at Buyer’s offices on the day mutually agreed to by Buyer and FIHO within five (5) Business Days following the date of removal of the last of the conditions precedent set out in sections 7.1 and 7.3 below (the "Closing Date"), and in any event the Closing Date will be no later than the Closing Deadline, at which time the Transaction will be completed.

6.2 Notwithstanding the location of the Closing, each Party hereto agrees that the Closing may be completed on the Closing Date by exchange of documents between the legal counsels for the Parties.

 

7.CLOSING CONDITIONS

7.1 The obligations of Buyer to carry out the terms of this Agreement and to complete the Transaction is subject to the satisfaction of, or compliance with, at or before the Closing, each of the following conditions precedents. Completion of the Closing by Buyer will be deemed to mean a waiver of all conditions to Closing set out below:

1. Michael Turner shall have entered into a consulting agreement with Buyer for a period of at least 18 months to provide services as the Chief Technology Officer of Veji in connection with the integration of the Purchased Assets and Graphene Intellectual Property into the Veji's business (the "CTO Consulting Agreement");

2. satisfactory completion of due diligence by Buyer on the Purchased Assets to the satisfaction of Buyer;

3. all consents, renunciations, authorizations or approvals of third parties, which, in Veji's reasonable opinion must be obtained prior to the Closing in order to give effect to the Transaction will have been obtained to Veji's satisfaction or in accordance with the relevant agreements, covenants or Applicable Laws;

4. without limiting the generality of paragraph 7.1(b) above, the receipt of the Exchange's approval for listing the common shares of the resulting issuer postTransaction and approvals of shareholders of Buyer as required by the Exchange;

5. the warranties and representations of FIHO as set forth in section 4.1 of this Agreement will be true and correct in every Material aspect on the Closing Date as if such warranties and representations had been made by FIHO on the Closing Date;

6. FIHO will have performed and complied with all of their respective obligations, covenants and agreements hereunder;

7. this Agreement, the Transaction Documents and all other documents necessary or reasonably required to be executed and delivered by FIHO in order to consummate the Transaction, all in form and substance reasonably satisfactory to Buyer, will have been executed and delivered to Buyer;

8. the Vendor will not be subject to any injunction or restraining Order of any Governmental Body of competent jurisdiction prohibiting the Transaction and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;

1. no claim will have been asserted or made that any person (other than Buyer or the Vendor) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Purchased Assets, or all or any portion of the Consideration Shares;

10. no Material Adverse Effect will have occurred with respect to the Purchased Assets; and

11. Buyer will have received from FIHO and/or the Vendor the documents set out in section 8.1 below.

1. The conditions set forth in section 7.1 above are for the exclusive benefit of Buyer and, unless satisfied or waived by Buyer in writing in whole or in part at any time on or before the Closing Deadline, this Agreement will be at an end and the Parties will be released from their obligations under this Agreement. All Parties hereto will use their best reasonable efforts to complete the conditions precedent set out in section 7.1 above.

1. The obligations of FIHO to carry out the terms of this Agreement and to complete the Transaction is subject to the satisfaction of, or compliance with, at or before the Closing, each of the following conditions precedent. Completion of the Closing by FIHO will be deemed to mean a waiver of all conditions to Closing set out below:

1. satisfactory completion of due diligence by FIHO on Buyer’s business, assets, operations, financial position, financial performance and any further matters relevant to FIHO to the satisfaction of FIHO;

2. the warranties and representations of Buyer as set forth in section 3.1 of this

Agreement will be true and correct in every Material aspect on the Closing Date as if such warranties and representations had been made by Buyer on the Closing Date;

3. Buyer will have performed and complied with all of its obligations, covenants and agreements hereunder;

4. all consents, renunciations, authorizations or approvals of third parties, which, in FIHO’s reasonable opinion must be obtained prior to the Closing in order to give effect to the Transaction will have been obtained to FIHO’s satisfaction or in accordance with the relevant agreements, covenants or Applicable Laws;

5. the Consideration Shares will not be subject to any trading halt, suspension or cease trade order and no injunction or restraining Order of any Governmental Body of competent jurisdiction will be in effect prohibiting the transactions contemplated by this Agreement and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction;

6. no Material Adverse Effect will have occurred with respect to Buyer; and

7. FIHO will have received from Buyer the documents set out in section 8.2 below.

7.4 The conditions set forth in section 7.3 above are for the exclusive benefit of the Vendor and, unless satisfied or waived by FIHO in writing in whole or in part at any time on or before the Closing Deadline, this Agreement will be at an end and the Parties will be released from their obligations under this Agreement. All Parties hereto will use their best reasonable efforts to complete the conditions precedent set out in section 7.3 above.

8.DELIVERIES ON CLOSING

8.1        On or before Closing, FIHO will deliver or cause to be delivered to Buyer the following documents:

1. a copy of resolutions of the FIHO Board approving this Agreement and the Transaction Documents, the Closing, the transfer of the Purchased Assets, the matters set out in section 9.5 below and all other matters contemplated by this Agreement;

2. the fully executed CTO Consulting Agreement;

3. a certificate executed by an officer of FIHO certifying that (i) all representations and warranties of FIHO set forth in this Agreement are true and correct, and (ii) all covenants and conditions of FIHO set forth in this Agreement have been performed, complied with or waived, in each case in all Material respects, as at the Closing; 

4. the transfer of the Purchased Assets; and

5. such other documents as Buyer may reasonably require to close the Transaction and effect all transactions contemplated hereby.

8.2        On or before Closing, Buyer will deliver or cause to be delivered to FIHO the following documents:

1. share certificates or DRS statements issued in the name of FIHO evidencing its ownership of Consideration Shares in such amounts as determined in accordance with subsection 2.2 above;

2. a copy of resolutions of the Buyer Board approving this Agreement and the Transaction Documents, the Closing, the acquisition of the Purchased Assets from the Vendor, the issuance of the Consideration Shares to the Vendor, the matters set out in section 9.6 below and all other matters contemplated by this Agreement;

3. if a Buyer Meeting is required, a copy of the minutes of Buyer Meeting approving the Transaction;

4. a certificate executed by an officer of Buyer certifying that (i) all representations and warranties of Buyer set forth in this Agreement are true and correct, and (ii) all covenants and conditions of Buyer set forth in this Agreement have been performed, complied with or waived, in each case in all material respects, as at the Closing; and

5. such other documents as FIHO may reasonably require to close the Transaction and effect all transactions contemplated hereby.

1. The Parties’ obligations at Closing are interdependent and will take place simultaneously, as nearly as possible, unless otherwise agreed by FIHO and Buyer.

1. If the Vendor fails to satisfy its obligations under this Article 8 in any Material respect on the day and at the place and time for Closing then Buyer may give the Vendor a notice requiring the Vendor to satisfy those obligations within a period of 10 Business Days from the date of the notice and declaring time to be of the essence. If the Vendor fails to satisfy those obligations within those 10 Business Days Buyer may, without limitation to any other rights it may have, terminate this Agreement.

1. If Buyer fails to satisfy its obligations under this Article 8 in any Material respect on the day and at the place and time for Closing then FIHO may give Buyer a notice requiring Buyer to satisfy those obligations within a period of 10 Business Days from the date of the notice and declaring time to be of the essence. If Buyer fails to satisfy those obligations within those 10 Business Days FIHO may, without limitation to any other rights it may have, terminate this Agreement.

9. ADDITIONAL COVENANTS OF THE PARTIES

1. Additional Covenants of Buyer. Buyer will perform all obligations required or desirable to be performed by it under this Agreement and will do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and without limiting the generality of the foregoing, Buyer will use commercially reasonable efforts to satisfy all conditions set forth in section 7.1 of this Agreement.

1. Additional Covenants of FIHO. FIHO will perform all obligations required or desirable to be performed by it under this Agreement and will do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and without limiting the generality of the foregoing, FIHO will use commercially reasonable efforts to satisfy all conditions set forth in section 7.3 of this Agreement.

1. Ordinary Course of Business - Buyer. Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, Buyer will:

1. conduct its business in the ordinary course and in a continuous fashion and will not, without the prior written consent of FIHO, acting reasonably:

1. enter into any transaction which would constitute a breach of its representations, warranties or agreements contained herein;

2. dispose of any Material asset;

3. grant any interest in Buyer’s assets to a third party;

4. alter its articles or notice of articles;

5. declare, set aside or pay any dividend, or make or agree to make any other

distribution or payment, in respect of Buyer’s share capital;

6. conduct any recapitalization, restructuring or reorganization; or

7. incur any Material expenditures outside the ordinary course of business;

2. comply with all Applicable Laws affecting the operation of its business; and

3. use commercially reasonable efforts to preserve intact its business and its assets, operations and affairs and carry on its business substantially as currently conducted.

1. Ordinary Course of Business – FIHO. Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, FIHO will:

1. conduct its business in the ordinary course and in a continuous fashion and will not, without the prior written consent of Buyer, acting reasonably:

1. enter into any transaction which would constitute a breach of its representations, warranties or agreements contained herein;

2. permit to be taken or suffer any action which would in any way impair or derogate from the right of Buyer to acquire on the Closing Date all right, title and interest, both real and beneficial, in and to the Purchased Assets, free and clear of Encumbrances whatsoever;

3. sell, transfer, assign or otherwise deal with any part of the Purchased Assets

or its interest therein; or

4. create or allow any Encumbrance over any Purchased Assets.

2. comply with all Applicable Laws affecting the operation of its business; and

3. use commercially reasonable efforts to preserve intact its business and the Assets, operations and affairs and carry on its business substantially as currently conducted.

1. Consents. Each of Buyer and FIHO covenant and agree that they will, from the Execution Date and prior to the Closing Date, use commercially reasonable efforts to obtain:

1. the consents, renunciations and approvals of third parties which are necessary to complete the Transaction; and

2. all necessary Buyer Board and FIHO Board approvals.

1. Exclusivity. During the period from the Execution Date until the Closing Date or termination of this Agreement in accordance with Article 11, whichever occurs first, FIHO covenants and agrees that it will not, directly or indirectly,

1. enter into any discussions, negotiations, agreements (binding or otherwise) with any person (or encourage, solicit or procure any person to do any of those things) in relation to a sale of, or an option to sell, all or any of the Purchased Assets;

2. grant any rights over the Purchased Assets or contract to sell the Purchased Assets;

3. encumber, assign, charge or otherwise dispose of the Purchased Assets or any of FIHO’s rights in respect of the Purchased Assets; or

4. provide any information relating to the Purchased Assets to any third party, except to Buyer.

FIHO acknowledges that Buyer has incurred certain costs and expenses in respect of its due diligence of the Purchased Assets and the negotiation and preparation of this Agreement and hereby agrees to indemnify and keep indemnified Buyer against all such costs and expenses incurred by Buyer in the event FIHO or any of the Vendor breaches this section 9.6.

1. Confidentiality. Each of Buyer and FIHO (the "Receiving Party") shall keep confidential any confidential information, trade secrets or confidential financial or business documents (collectively the "Confidential Information") received by it from the other Party (the "Disclosing Party") concerning the Disclosing Party or its business and shall not disclose such Confidential Information to any third party; provided that any of such Confidential Information may be disclosed to the Receiving Party’s directors, officers, employees, representatives and professional advisors who need to know such Confidential Information in connection with the transactions contemplated hereby (provided the Receiving Party shall use its best efforts to ensure that such directors, officers, employees, representatives and professional advisors keep confidential such Confidential Information) and provided further that a Receiving Party will not be liable for disclosure of Confidential Information upon occurrence of one or more of the following events:

1. Confidential Information becoming generally known to the public other than through a breach of this Agreement;

2. Confidential Information being lawfully obtained by the Receiving Party from a third party or parties without breach of this Agreement by the Receiving Party, as shown by documentation sufficient to establish the third party as a source of Confidential Information;

3. Confidential Information being known to the Receiving Party prior to disclosure by the Disclosing Party or its affiliates, as shown by documentation sufficient to establish such knowledge; or

4. the Disclosing Party having provided their prior written approval for such disclosure by the Receiving Party.

In the event this Agreement is terminated in accordance with the provisions hereof, the Receiving Party shall: (i) use its best efforts to ensure that all documents prepared or obtained in the course of its investigations of the Disclosing Party or its business and all copies thereof are either destroyed or returned to the Disclosing Party so as to insure that, so far as possible, any Confidential Information obtained during and as a result of such investigations by the directors, officers, employees, representatives and professional advisors of the Receiving Party is not disseminated beyond those individuals concerned with such investigations; and (ii) not directly or indirectly, use for its own purposes, any Confidential Information, discovered or acquired by the directors, officers, employees representatives and professional advisors of the Receiving Party as a result of the Disclosing Party making available to them those documents and assets relating to the business of the Disclosing Party.

1. Notification.

1. Between the Execution Date and the Closing, each of the Parties hereto will: (i) promptly notify the other Parties in writing if any such Party becomes aware of any fact or condition that causes or constitutes a breach of any of the representations and warranties set forth herein; and (ii) promptly notify the other Parties of the occurrence of any breach of any covenant set forth herein or of the occurrence of any event that may make the satisfaction of any condition set forth herein impossible or unlikely.

2. No Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein, or exercise any termination right arising therefrom, unless forthwith, and in any event prior to the Closing, the Party intending to rely thereon has delivered a written notice to the other Parties specifying, in reasonable detail, all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right.
3. FIHO and the Vendor agree that any notice provided by Buyer to FIHO under any provision of this Agreement will be deemed to also constitute notice to the Vendor.

10. PERSONAL INFORMATION

10.1 The Vendor acknowledges that this Agreement (including the Schedules hereto) requires the Vendor to provide to Buyer certain personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental provincial or federal legislation or laws in effect from time to time). Such information is being collected by Buyer for the purposes of completing the Transaction, which includes, without limitation, determining the Vendor's eligibility to acquire the Consideration Shares under Applicable Securities Laws, preparing and registering certificates representing the Consideration Shares to be issued hereunder and completing filings required by applicable Regulatory Authorities. Each Securityholder acknowledges and consents, as to information relating to such Securityholder only, to Buyer retaining their personal information for so long as permitted or required by Applicable Law or business practices. The Vendor acknowledges and consents, as to information relating to such Vendor only, to the fact that the Vendor's shareholder personal information may be disclosed by Buyer to: (a) applicable Regulatory Authorities; (b) Buyer’s registrar and transfer agent; (c) any government agency, board or other entity; and (d) any of the other parties involved in the Transaction, including Buyer and its legal counsel, and such information may be included in record books in connection with the Transaction. By executing this Agreement, the Vendor is deemed to be consenting, as to information relating to the Vendor and its shareholders, to the foregoing collection, use and disclosure of the Vendor's shareholders' personal information. The Vendor also consents, as to information relating to such shareholder only, to the filing of copies of originals of any of the documents described in this Agreement as may be required to be filed with applicable Regulatory Authorities in connection with the transactions contemplated herein and consents to the disclosure of such information to the public through the filing of a report of trade with applicable Regulatory Authorities.

               10.2      The Vendor further acknowledges and consents to the fact that:

1. Buyer will deliver certain personal information, including information regarding the name, address, and telephone number, to applicable Regulatory Authorities;

2. the information is being collected  indirectly  by  the  Regulatory  Authorities  under  authority granted to them in securities legislation;

3. the information is being collected for the purposes of the administration and enforcement of such securities legislation;

4. the Vendor can contact the public official in each applicable Canadian jurisdiction who can answer questions about this indirect collection of Personal Information is set out in Schedule "A"; and

5. a Regulatory Authority collects personal information in forms submitted by Buyer, which will include personal information regarding the Vendor and its shareholders.

11.       TERMINATION

               11.1      This Agreement may be terminated at any time prior to the Closing by mutual agreement of

Buyer and FIHO. Unless otherwise agreed in writing by Buyer and FIHO, this Agreement 

shall terminate without further notice or agreement in the event that:

1. any permanent injunction or other Order of a Governmental Body preventing the consummation of the Transaction has become final and non-appealable; or

2. the Closing has not occurred by the Closing Deadline.

11.2 In the event of the termination of this Agreement as provided in section 11.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party hereto of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any of its respective obligations under this Agreement. Notwithstanding termination of this Agreement in accordance with this Articles 12, the Parties agree that sections 12.3 and 12.11 will remain in effect.

12. GENERAL PROVISIONS

1. Entire Agreement. This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. For greater certainty, this Agreement supersedes in its entirety the Original Agreement and the Original Agreement will have no further force and effect upon execution of this Agreement by Buyer and FIHO.

1. Announcements. None of the Parties will make any press release, public announcement or public statement about the transactions contemplated herein which has not been previously approved by the other Party, except that Buyer may make a press release or filing with a Regulatory Authority if counsel for Buyer advises that such press release or filing is necessary under Applicable Securities Laws, provided that Buyer will provide FIHO with the opportunity to review and provide comments prior to dissemination.

1. Time of Essence. Time is and will be of the essence of each and every provision of this Agreement.

1. Costs. Except as expressly provided herein, each Party will pay its own expenses in connection with the Transaction and will execute and deliver all such further documents and instruments, give all such further assurances, and do all such acts and things as the other Parties may, either before or after the Closing Date, reasonably require to carry out the full intent and meaning of this Agreement, but without payment of any consideration therefor. The cost of all regulatory filing fees will be borne by Buyer.

1. Binding upon Execution by All Parties. This Agreement does not become effective and binding until it has been executed and delivered by Buyer and FIHO.

1. Further Assurances. The Parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.

1. Inurement. This Agreement will inure to the benefit of and be binding upon the Parties and each of their respective heirs, successors, liquidators, executors and administrators and permitted assigns.

1. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of FIHO and Buyer. Any purported assignment without such consent will be void.

1. Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto.

1. Severability. In the event that any provision of this Agreement is held unenforceable or invalid by a court of law, this Agreement will be read as if such unenforceable or invalid provision were removed.

1. Waiver. The Parties agree that:
   1. a Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right;

2. the failure to exercise a power or right does not preclude either its exercise in the future or the exercise of any other power or right;

3. a waiver is not effective unless it is in writing; and

4. waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

1. Jurisdiction of Law. This Agreement, the legal relations between the parties and the adjudication and the enforcement thereof, will be governed by and interpreted and construed in accordance with the substantive laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to applicable choice of law provisions thereof. The Parties agree that any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby will be brought in a suitable court located in the Province of British Columbia and each Party irrevocably submits to the exclusive jurisdiction of those courts.

1. Notice. Any notice under this Agreement will be given in writing and must be delivered by hand, e-mail or by fax to the parties at:

If to Buyer:

Mr. Guy Bourgeois

6th Floor, 905 West Pender Street, 

Vancouver, British Columbia, V6C 1L6

Canada

E-mail: [REDACTED]

If to Vendor:

Mr. Michael Turner

[REDACTED]

Estonia

E-mail: [REDACTED]

or to such other addresses as may be given in writing by the Parties in the manner provided for in this paragraph.

If notice is sent by e-mail or facsimile transmission or is delivered, it will be deemed to have been given at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received on the 5^th Business Day following the date of mailing of the notice. If there is an interruption in normal mail service due to strike, labor unrest or other cause at or prior to the time a notice is mailed, the notice will be sent by e-mail or facsimile transmission or will be delivered.

12.14 Independent Legal Advice. Each of the Parties hereto acknowledges having obtained its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any party, irrespective of which party was responsible for drafting this Agreement.

12.15 Counterparts. This Agreement, including the Securityholder Certificates, and any other writing delivered in connection herewith, may be executed in any number of counterparts with the same effect as if all Parties had signed the same documents, and all such counterparts and adopting instruments will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any Party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the Parties hereto or thereto. This Agreement may also be executed and delivered by any Party by sending a faxed, e-mailed or other form of electronic communication capable of producing a printed copy to each of Buyer and FIHO, which when so delivered will be considered for all purposes to be good delivery, as if it were an original signature of that Party.

IN WITNESS WHEREOF this Agreement has been executed by the Parties hereto as of the date first above written.

VEJI HOLDINGS LTD.

                              /s/ “Guy Bourgeois”

               Per:                                

Guy Bourgeois

Chief Executive Officer

FUTURE INVESTMENTS HOLDING OÜ

                               /s/ “Michael Turner”

               Per:                                

Michael Turner

Director

SCHEDULE "A"

Contact Information of Public Officials Regarding Indirect Collection of Personal Information

 

 

Alberta Securities Commission   Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Toll free in Canada: 1-877-355-0585 Facsimile: 403-297-2082 Public official contact regarding indirect collection of information: FOIP Coordinator	British Columbia Securities Commission   P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: 604-899-6854 Toll free in Canada: 1-800-373-6393 Facsimile: 604-899-6581 Email: [email protected] Public official contact regarding indirect collection of information: FOI Inquiries
nnThe Manitoba Securities Commission   500 – 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561 Toll free in Manitoba 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director	Financial and Consumer Services Commission (New   Brunswick) 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll free in Canada: 1-866-933-2222 Facsimile: 506-658-3059 Email: [email protected] Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer
Government of Newfoundland and Labrador   Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187 Public official contact regarding indirect collection of information: Superintendent of Securities	Government of the Northwest Territories   Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, Northwest Territories X1A 2L9 Telephone: 867-767-9305 Facsimile: 867-873-0243 Public official contact regarding indirect collection of information: Superintendent of Securities
Nova Scotia Securities Commission   Suite 400, 5251 Duke Street Duke Tower P.O. Box 458 Halifax, Nova Scotia B3J 2P8 Telephone: 902-424-7768 Facsimile: 902-424-4625 Public official contact regarding indirect collection of information: Executive Director	Government of Nunavut   Department of Justice Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: 867-975-6590 Facsimile: 867-975-6594 Public official contact regarding indirect collection of information: Superintendent of Securities

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Ontario Securities Commission

20 Queen Street West, 22^nd Floor

Toronto, Ontario M5H 3S8

Telephone: 416-593- 8314

Toll free in Canada: 1-877-785-1555

Facsimile: 416-593-8122

Email: [email protected]

Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4^th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Telephone: 902-368-4569

Facsimile: 902-368-5283

Public official contact regarding indirect collection of information: Superintendent of Securities