BROKERAGE AGREEMENT

This AGREEMENT (herein the “Brokerage Agreement”) dated as of 09/19/2024 the “Effective Date”) is entered: 

between:


Queenston M&A Inc., a corporation duly incorporated under the laws of the Province of Manitoba, having its head office at 201, Portage Avenue, Suite 1800, Winnipeg, MB R3B, herein acting and duly represented by Martin Luc Derome, duly authorized for the purposes hereof;

(hereinafter referred to as the “Broker”)

and:

, a corporation duly incorporated under the laws of the Province of

, having its head office at

, acting and duly represented by

, duly authorized for the purposes hereof;

(hereinafter referred to as the “Client”)

 RECITAL
Capitalized Terms used in this Brokerage Agreement are defined in Appendix A attached hereto.

WHEREAS:

  1. The Broker is an independent brokerage firm actively carrying on the business of brokerage services in the field of merger and acquisition of Financial Advisory Firms;

  2. The Client wishes to engage the Broker as its exclusive broker, to provide professional services to the Client in connection with Prospective Transactions further defined herein;

  3. The Broker agrees to act in such capacity, subject to the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained the parties hereto agree as follows:

Article 1 - SERVICES

1.1 Brokerage Services

The Client hereby retains the exclusive services of the Broker, who hereby accepts and agrees, to perform the Services for the Client, the whole subject to and upon the terms and conditions set forth herein.

1.2 Services

1.2.1 Intermediation with Prospective Partners. The Services of the Broker consist in identifying and contacting the categories of Prospective Partners listed below on behalf of the Client; soliciting Letters of Intent from such Prospective Buyers; and help the Client and the
Prospective Buyer negotiate Prospective Transactions with each other:

(A) independent financial services firms actively carrying on the business of trading for and/or advising customers in the financial industry, notably in the fields of financial, retirement,
tax and estate planning, as well as in the field of portfolio and insurance analysis and
management (the “Financial Advisory Firms”).

(B) The Services also include the additional services described in Appendix C attached hereto. 

1.2.2 Broker Role as an intermediary. The Client understands and agrees that the Broker may have
a brokerage agreement with one or more of the Prospective Partners that shall be proposed
under this Brokerage Agreement; the Client further understands and agrees that when such
situation occurs, the Broker shall act as a mediator in the negotiation process, having, subject
to its undertakings regarding the confidentiality of the Client’s information, no duty or
obligation the advise or assist any one party to the detriment of the other.

1.2.3 Financing. Only if and when requested by the Client, the Broker will commit commercially
reasonable effort to help the Client find independent financing and negotiate the terms and
conditions of same, the whole without however guaranteeing any results in this regard.

1.2.4 Assistance with Closing Process. The Broker will assist both the Client and the Prospective
Partners in the administration of their due diligence process with regard to any given
Prospective Transaction. These services however are limited to managing and organizing the
Data Room, uploading in said Data Room the documents provided by the parties, and
transposing in the Closing Legal Documentation Package the information provided by the
parties. The Broker shall not review any such documents nor advice any party as to their
form, content, veracity, or authenticity. Neither the Broker nor its Escrow Agents will provide
any legal advice to any party to a Prospective Transaction. The Assistance with the Closing
Process services include: 

(A) A limited license to use the Closing Legal Documentation Package;

(B) The filling of such documentation to match the applicable Prospective Transaction data;

(C) the use of the Data Room; and

(D) the Escrow Funds Management Services.

1.2.5 Advisory Services Expressly Excluded. The Client understands and agrees that the Broker is
not expected to, and will not, provide to Client any legal, financial accounting, or tax advise
wit regard to any letter of Intent or any Prospective Transaction. The Client further declares
having been properly made aware that it remains solely responsible to seek and obtain any
such advice from the counsels of its choice, at its sole discretion. 

Article 2 - Fees

2.1 Specific Fees 

In consideration for the provision of its Services, the Client hereby agrees to pay the following fees and
expenses to the Broker.

2.1.1 Access Fee. The Client agrees to pay the Access Fees to the Broker. Any such Access Fee
paid to the Broker shall not be credited against future Success or LOI Fees payable by the
Client to the Broker regarding any Prospective Transaction under any Brokerage Agreement.. 

2.1.2 LOI Fee. The Client agrees to pay the LOI Fee for each Letter of Intent executed
between the Client and a Prospective Partner before this Brokerage Agreement is
Terminated. However, any such LOI Fee paid to the Broker shall be credited against
future Success Fees payable by the Client to the Broker regarding any Prospective
Transaction resulting from any Letter of Intent prepared in the next 12 months from
this agreement signed.

2.1.3 Success Fee. If any Prospective Transaction is executed between the Client and any
Prospective Partner within the Brokerage Period, then the Client shall pay the Success Fees
to the Broker relating to that Prospective Transaction.

2.2 Terms of Payment

2.2.1 Access Fees. The Broker will provide the Client with invoices of its Access Fees upon signature
of the agreement. The Client shall pay such fees to the Broker in cash via wire transfer within
days following receipt of said invoices. 

2.2.2 LOI Fees.  The Broker will provide the Client with an invoice for its LOI Fees on the
closing of a Letter of Intent. The Client shall pay such fees to the Broker in cash via wire
transfer upon said closing of a Letter of Intent. 

2.2.3 Success Fees. The Broker will provide the Client with an invoice for its Success Fees on the
closing of a Prospective Transaction. The Client shall pay such fees to the Broker in cash via
wire transfer upon said closing of a Letter of Intent.

2.3 Additional Terms and conditions

2.3.1 Access Fees is Non-Refundable. It shall be paid to the Broker for the
duration of the Term, in consideration for all the Services provided hereunder from time to
time, whether or not any Prospective Partners are found, whether or not any Letter of Intents
are presented, negotiated or executed, and whether or not any Prospective Transactions are
presented, negotiated or executed. 

2.3.2 Deposit of Partial Success Fees in Escrow. Upon the Closing of a Letter of Intent, the Client
undertakes and agrees to deposit in the trust account of the Escrow Agent, through the
Escrow Funds Management Services, an amount representing the lesser amount between the
Deposit Cap and the Deposit Ratio applied to the Success Fees that would become payable
by the Client to the Broker if the Prospective Transaction resulting from that Letter of Intent
were to close (the “Closing Deposit”). If the Prospective Transaction Closes, the Closing
Deposit will become a partial payment applicable against the Success Fees payable to the
Broker. If the Prospective Transaction does not close because of a Material Reason, the
Closing Deposit will be refunded to the Client. If the Client decides not to Close the
Prospective Transactions without a Material Reason, the Closing Deposit shall become a
cancellation fee (the “Cancellation Fee”), payable to the Broker in addition to the Access
Fees and the LOI Fees. The Closing Deposit shall be retained for the duration of the
Term and shall serve as continuous guarantee for the payment of any Service Fees payable
to the Broker pursuant to this Brokerage Agreement.

2.4 Expenses

The Broker will pay for all its own expenses incurred for the provision of its Services, including without limitation, administrative and operational costs, travel expenses, out-of- pocket expenses incurred by its personnel and advisors, legal fees relating to the provision of the Closing Legal Document Package and the use of the Data Room, as well as any other similar costs and expenses.

2.5 GST/HST

Any and all Service Fees, as well as any and all Transaction Amounts, are always referred to net of any applicable GST, HST, QST and other similar taxes, which shall always be added, when applicable.


Article 3 - Term and Termination

3.1 Term
This Brokerage Agreement shall commence on the Effective Date and shall remain in force and effect for a period of twelve (12) months, unless terminated earlier pursuant to 3.2.

3.2 Termination

3.2.1 Each party may terminate this Brokerage Agreement if the other party materially breaches
any of its provision, but then only if that breaching party fails to cure any such breaches within
fifteen (15) days following receipt of a written notice of breach detailing the alleged breaches
and requesting such breaches to be cured, failing which this Brokerage Agreement would be
terminated.

3.2.2 Should this Brokerage Agreement expire or be terminated as provided herein for any reason,
the Client shall promptly pay any unpaid Service Fees owing to Broker up to the effective
date of expiry or termination, but no such payment shall relieve either party of its liability for a
breach of obligations hereunder nor relieve the Client of its obligation to pay a Success Fee
to Broker for any Prospective Transaction closing within the Brokerage Period.

Article 4 – UNDERTAKINGS FOSTERING COLLABORATION

4.1 Reliance on Reports/Accuracy of Information
The Client will provide the Broker with all such information concerning the Client and its industry as the Broker reasonably requests in connection with the providing of its Services contemplated herein. The Client warrants and represents that (a) such information will not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which statements are made, and (b) any financial forecasts and projections that it provides will be prepared in good faith and will be based upon assumptions that reflect the best currently available estimates and judgments of the management of the Client. In addition, the Client will keep the Broker informed of all material developments affecting the Client. The Client recognizes and agrees that the Broker will rely solely on such information and other information available from generally recognized public sources in performing the Services contemplated herein; and the Client will not undertake independent verification of, and does not assume responsibility for the accuracy or completeness of, such information.

4.2 Confidential Use of Information or Advice
The Client agrees that any information or advice provided to Client by the Broker or its representatives in connection with this engagement is for the confidential use of the Client, its shareholders and its board of directors and only for the purpose of closing a Prospective Transaction. Except as otherwise required by law, the Client will not permit any third party to disclose or otherwise refer to such advice or information in any manner without the Broker’s prior written and express consent. The Client’s shareholders, board of directors and senior management understand and agree that the should not base their decisions concerning any Prospective Transaction on the Broker’s comments or representation but must rather diligently seek advice from their legal, tax and other business advisors.

4.3 Indemnification; Independent Contractors
As further consideration under this Brokerage Agreement and because the Broker will be acting for the benefit of the Client in connection with the Broker’s Services, the Client shall indemnify and hold harmless the Indemnified Persons (pursuant and according to the terms and conditions of the Indemnification Agreement attached hereto as Appendix E). The terms and conditions of said Appendix E are incorporated by reference herein, and they constitute a part hereof and shall survive any termination or expiration of this Brokerage Agreement. It is understood that the Broker’s responsibility to the Client is solely contractual in nature and the Broker does not owe the Client, or any other party, any fiduciary duty as a result of this engagement.

4.4 Publicity
Both the client and the broker must mutually agree to proceed with a press release. If no such agreement is reached, there will be no press release upon completion of the transaction.

Article 5 – GENERALITIES

5.1 Partial Invalidity
If any term or provision of this Brokerage Agreement is determined to be invalid or unenforceable to any extent, the remainder shall not be affected thereby, and each term and provision of this Brokerage Agreement shall be valid and be enforced to the fullest extent permitted by law.

5.2 Notices
Any notice permitted or required to be given pursuant to the provisions of this Brokerage Agreement shall be in writing and shall be deemed to have been given when personally delivered, or on the second business day after the date on which it was sent by registered or certified mail, postage prepaid, to the party for whom intended at the address set forth on the signature page of this Brokerage Agreement, or at such other address, notice of which is given as provided herein.

5.3 Governing Law
This Brokerage Agreement shall be governed by the laws of the Applicable Jurisdiction. Any dispute arising from or related to this Brokerage Agreement shall be subject to the sole and exclusive jurisdiction of the court of the Applicable Jurisdiction, to the exclusion of any other jurisdictions.

5.4 Disclaimers
The Broker makes no representation nor estimate regarding the value or nature of any offers that might be received from any Prospective Partner and gives no guarantee that any such offer might or will be received at all. Any fair value proposed by the Broker during the delivery of its Services shall be given on an informal basis, without representation or warranties whatsoever.

IN WITNESS WHEREOF the parties hereto have executed this Brokerage Agreement on the date and at the place first above mentioned.


THE BROKER:

QUEENSTON M&A INC

Per: Martin Luc Derome, President & CEO

Clear

APPENDIX “A” 

Specific Terms

Appendix “B”

Success Fees

If the Prospective Transaction is a Sell-side, Buy-side or a Merger Transaction, the Client shall pay to the Consultant a success fee representing the following percentage of the Transaction Amount:

APPENDIX “C”

DEFINITIONS

For the purpose of this Brokerage Agreement, the following terms and expressions shall have the following meanings:

“Applicable Jurisdiction” refers to the “Applicable Jurisdiction” determined in the Specific Terms.

“Assistance with Closing Process“: refers to the services described in Section 1.2.4 herein.

“Brokerage Agreement”: shall refer to this agreement.

“Brokerage Period": means the “Brokerage Period” fixed in the Specific Terms.

“Cancellation Fee": is defined in Section 2.3.2 herein.

“Closing” (and “Closed”): shall refer to the final execution of the principal legal documentation necessary to consummate a Merger & Acquisition Transaction and to effect and ascertain the transfer of the beneficial ownership that is the object of such transaction.

“Closing Deposit”: is defined in Section 2.3.2 herein.

“Closing Package” is defined in Appendix-D attached hereto.

“Closing Legal Documentation Package”: is defined in Appendix -D attached hereto.

“Data Room” is defined in Appendix -D attached hereto.

“Deposit Cap”: means the “Deposit Cap” fixed in the Specific Terms, which represents the maximum amount of Closing Deposit the Client agrees to make. 

“Deposit Ratio”: means the “Deposit Ratio” fixed in the Specific Terms, which represents the percentage of the anticipated Success Fee that will constitute the Closing Deposit, subject to the Deposit Cap. 

“Escrow Agent”: refers to the “Escrow Agent” named in the Specific Terms.

“Escrow Funds Management Services” are defined in Appendix -D attached hereto.

“Financial Advisory Firms“: is defined in Section 1.2.1 herein

“Letter of Intent”: means non-binding offers from Prospective Partners addressed to the Client for Prospective Transactions.

“Material Reasons”: the initiation of legal action, the presence of one or more compliance files, or a deviation exceeding 25% from the projected income. ■

“Prospective Partners”:  is defined as the Broker presenting candidates, being prepared to sell, merge, changing distributors, and/or transitioning discretionary management firm.

“Prospective Transactions”: shall mean one or a combination of the following transactions:

(A)    The purchase of some or all of the Client’s business. It is agreed that this effort may result in one or more transactions, and may take the form of a sale of assets, sale of outstanding securities or other business combination, or an exclusive license (hereinafter referred to as a “Sell-side Transaction”);

(B)    The purchase of some or all of a Prospective Partner’s business. It is agreed that this effort may result in one or more transactions, and may take the form of a buy of assets, buy of outstanding securities or other business combination, or an exclusive license (hereinafter referred to as a “Buy-side Transaction”);

(C)    A merger with a Prospective Partner (hereinafter referred to as a “Merger Transaction”); and/or

(D)    A potential investment in the form of a private placement in equity, equity-linked securities or debt of a Prospective Partner (hereinafter referred to as a “Private Equity Transaction”).

“Access Fee” means the “Access Fee” fixed in the Specific Terms, which constitute fees that is payable as defined in section 2.2.1.Access. 

“Service Fees” shall refer to any fees payable by the Client to the Broker under this Brokerage Agreement, including without limitation the Access Fees, the LOI Fees, the Success Fees, and the Cancellation Fees.

“Services”: refers strictly to the services described as included pursuant and according to Article 1 herein.

“Specific Terms” refers to the terms and conditions set forth in Appendix A attached hereto.

“Success Fees” means the “Success Fee” determined in Appendix B attached hereto, which constitute a commission that becomes payable to the Broker under this Brokerage Agreement as a result of the Closing of a Prospective Transaction, which are based on a percentage of the value of said transaction.

“Term” is defined in Section 3.1 herein.

“Termination” (and “Terminated”): means, with respect to this Brokerage Agreement, either its expiry or its termination pursuant to its terms and conditions.

“Transaction Amount” shall mean the maximal, global consideration payable by any Prospective Partner to the Client or by the Client to the Prospective Partner with respect to any Prospective Transaction, as such maximal, global consideration is determined on the closing date, whether or not such consideration, or any portion thereof, is payable at closing or at any moment thereafter, and whether or not such consideration, or any portion thereof, is adjustable base on any condition or contingency. Without limiting the generality of the forgoing and for the sake of clarity, it is understood and agreed that any all of the following forms of consideration that are part of the Prospective Transaction shall be taken into account to fix the maximal, global consideration that shall form the Transaction Amount:

(i)       any cash or securities payable to a party in connection with the Prospective Transaction;

(ii)      any extraordinary compensation payable under employment or consulting agreements executed in connection with the Prospective Transaction;

(iii)     all future and contingent payments, including any earn-out payments, commissions, license fees, royalty, or milestone-based payments;

(iv)     any cash dividends to shareholders in connection with the Prospective Transaction; any

(v)      escrows, hold-backs or deferred payments; and

(vi)     any amount of indebtedness of the Client for money borrowed and similar non-trade liabilities and other long-term obligations including, without limitation, liabilities for retirement or deferred compensation plans, guarantees and capitalized leases, directly or indirectly assumed, forgiven, repaid, retired, extinguished or acquired as a result of the Transaction.

APPENDIX C -

Services

Familiarize itself with the Client’s business and strategic needs and opportunities and develop an overall transaction research and closing strategy; 

  • Advise and assist the Client in preparing marketing, business, and financial materials to be presented to Prospective Partners;

  • Establish a fair value for the Corporation based on the Consultant own methodology (hereinafter referred to as “Fair Value Assessment”);

  • Identify, qualify, and assess Prospective Partners according to the strategy and assist the Client in assessing which type of Prospective Transaction might be suitable for the Client with each Prospective Partner in each circumstances; 

  • Contact Prospective Partners and arrange introductions and meetings with the Prospective Partners selected by the Client;

  • Negotiate and execute a confidentiality agreement between the Client and any willing Prospective Partners selected by the Corporation; 

  • Circulate between the Client and any selected Prospective Partner, within the parameters of a confidentiality agreement, the available and relevant information that is necessary or useful to help both parties determine their interest in pursuing a Prospective Transaction;

  • Provide a Fair Value Assessment of each of the selected Prospective Partners based on the Consultant own methodology;

  • Solicit Letters of Intent from Prospective Partners;

  • Assist the Client with the administration of its due diligence process of any Prospective Partner, when a Letter of Intent has been executed by the Client and that Prospective Partner; 

  • Provide a Closing Legal Documentation Package to the Client and the Prospective Partner that is reasonably suitable and appropriate for the applicable Prospective Transaction, in order to help both parties to close such Prospective Transaction with the assistance of their respective legal counsels;

  • Through the Consultant’s own legal counsels, assist both the Client’s legal counsel, as well as the Prospective Partner’s legal counsel, in reviewing and adapting the Closing Legal Documentation Package; and

  • Consult with and advise the Client concerning all other matters relating to the strategy, timing, and structure of any Prospective Transaction.

APPENDIX D -

Closing Legal Documentation Package

For the purpose of this Brokerage Agreement, the “Closing Legal Documentation Package” is comprised of the following templates:

  • a Confidentiality and Non-Disclosure Agreement;

  • a Letter of Intent;

  • a Closing Agenda;

  • the general approval resolutions and transfer forms;

  • the Share Purchase/Asset Purchase/Merger/Investment Agreement;

  • the resolutions providing for the change of the board of directors;

  • a general post transaction Non-Compete Agreement;

  • an Escrow Agreement;

  • payment processing instruments (notes; payment instructions; release and discharge).

The “Closing Package” shall be comprised of all the documents that the parties to a Prospective Transaction shall be obliged to disclosed to the other party during the due diligence process and which shall be referred to in the final agreement. The “Data Room” shall consist of a third-party secured website controlled and managed by the Consultant where the parties will have the opportunity to exchange their relevant documentation. The “Escrow Funds Management Services” shall refer to the services offered by the Escrow Agent to the parties to process any transfer of cash consideration relating to a Prospective Transaction. 

APPENDIX E -

Closing Legal Documentation Package

Indemnification Agreement
1. Reference is hereby made to the engagement letter attached hereto between the Consultant, and the Client as defined therein (as amended from time to time in accordance with the terms thereof, the “Agreement”). Unless otherwise noted, all capitalized terms used herein shall have the meanings set forth in the Agreement.

2. As further consideration under the Agreement, the Client agrees to indemnify and hold harmless the Consultant and its affiliates, and each of their respective officers, directors, managers, members, partners, employees and agents, and any other persons controlling the Consultant or any of its affiliates (collectively, “Indemnified Persons”), to the fullest extent lawful, from and against, and the Client agrees that no Indemnified Persons shall have any liability to the Client or its owners, parents, affiliates, security holders or creditors for, any claims, liabilities, losses, damages and reasonable and documented expenses (or actions in respect thereof), as incurred by such Indemnified Parties (“Losses”), related to or arising out of or in connection with the Consultants’ services under the Agreement, the Transaction or any proposed Transaction contemplated by the Agreement or any Indemnified Person’s role in connection therewith, whether or not resulting from an Indemnified Person’s negligence; provided, however, that the Client shall not be responsible for any Losses of any Indemnified Person that are determined, by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from such Indemnified Person’s breach of the Agreement, gross negligence, bad faith or willful misconduct.

3. The Client agrees, subject to the sixth paragraph of this Exhibit A, to reimburse the Indemnified Persons for all reasonable and documented expenses (including, without limitation, the reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, defending or settling any Action (as defined hereinafter) or claim for which indemnification or contribution has or is reasonably likely to be sought by the Indemnified Person, whether or not in connection with litigation in which any Indemnified Person is a named party.  If any of the Consultant’s personnel appear as witnesses, are deposed or are otherwise involved in the defense of any action against the Consultant, the Client will reimburse the Consultant for all reasonable and documented out-of-pocket expenses incurred by the Consultant by reason of any of its personnel being involved in any such action. 

4. If, for any reason (other than the breach of the Agreement, bad faith, gross negligence or willful misconduct of an Indemnified Person as provided above) the foregoing indemnity is unavailable to an Indemnified Person or insufficient to hold an Indemnified Person harmless, then the Client, to the fullest extent permitted by law, shall contribute to the amount paid or payable by such Indemnified Person as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received or proposed to be received by the Client on the one hand and by the Consultant on the other, from the Transaction or proposed Transaction or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Client, on the one hand, and by the Consultant, on the other, but also the relative fault of the Client and the Consultant, as well as any relevant equitable considerations. Notwithstanding any other provisions hereof, to the extent permitted by applicable law the aggregate contribution of all Indemnified Persons to all Losses shall not exceed the amount of fees actually received by the Consultant with respect to the services rendered pursuant to the Agreement. Relative benefits to the Client, on the one hand, and to the Consultant, on the other hand, shall be deemed to be in the same proportion as (i) Transaction Amount received or paid by the Client or its stockholders bears to (ii) all fees actually received by the Consultant in connection with the Agreement.

5. If notice of any action, claim, proceeding or investigation (collectively, “Action”) is received by an Indemnified Person in respect of which indemnity may be sought against the Client hereunder, such Indemnified Person will promptly notify the Client in writing of the commencement thereof. However, the omission to so notify the Client will not relieve the Client from any liability to such Indemnified Person hereunder, except to the extent that such omission will have actually prejudiced the defense of such Action.

6. The Client shall be entitled to participate at its own expense in the defense of any Action brought to enforce any claim or liability of any Indemnified Person resulting from any such Action and, if the Client so elects, it shall be entitled to assume the defense of such Action at its own expense, including the employment of counsel (in which case the Client shall not thereafter be responsible for the fees, costs and expenses of any separate counsel retained by an Indemnified Person). Notwithstanding the foregoing, an Indemnified Person shall have the right to employ separate counsel in the defense of an Action, but in such case the Client shall bear the reasonable fees, costs and expenses of such separate counsel only if (a) the use of counsel chosen by the Client to represent the Indemnified Person would present such counsel with a conflict of interest under applicable rules of professional ethics, (b) the representation of both parties by the same counsel would be inappropriate under applicable rules of professional ethics due to actual or potential differing interests between them, or (c) the Client shall not have employed counsel, satisfactory to the Indemnified Person in the exercise of the Indemnified Person’s good faith reasonable judgment, to represent the Indemnified Person within a reasonable time after notice of the commencement of the Action, or (d) the Client authorizes the Indemnified Person to employ separate counsel at the Client’s expense.

7. The Consultant will have the right to retain counsel of its own choice to represent him and all other Indemnified Persons (provided such counsel shall be reasonably satisfactory to the Client). Such counsel will, to the fullest extent consistent with its professional responsibilities, cooperate with the Client and any counsel designated by the Client. The reasonable fees and expenses of such counsel retained by the Consultant will be paid by the Consultant if the Client has elected to assume the defense of the Action as set forth in the immediately preceding paragraph.

8. The Client will not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in which any Indemnified Person is or may be a party unless such Indemnified Person has given its prior written consent (which will not be unreasonably withheld or delayed), or the settlement, compromise, consent or termination includes an express unconditional release of such Indemnified Person from all Losses arising out of such action, claim, suit or proceeding.

9. So long as the Client has confirmed, to the applicable Indemnified Person’s reasonable satisfaction, its intention and ability to indemnify and hold harmless such Indemnified Person in connection with a claim for which indemnification hereunder has been sought, the Client will not be liable hereunder for any settlement made by such Indemnified Person without the Client’s prior written consent (which will not be unreasonably withheld or delayed).

10. The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in addition to any liability the Client may have to any Indemnified Person at common law or otherwise, (ii) shall survive the expiration or termination of the Agreement or  the Consultant’s services hereunder, (iii) shall apply to any modification of the Consultant’s engagement and shall remain in full force and effect following the completion or termination of the Agreement, (iv) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of  the Consultant or any other Indemnified Person, (v) shall be binding on any successor or assign of the Client and successors or assigns to the Client’s business and assets and (vi) shall inure to the benefit of any successor or assign of any Indemnified Person.

APPENDIX F –

NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

between:
Queenston M&A Inc., a corporation duly incorporated under the laws of the Province of Manitoba, having its head office at 201, Portage Avenue, Suite 1800, Winnipeg, MB R3B, herein acting and duly represented by Martin Luc Derome, duly authorized for the purposes hereof;

(hereinafter referred to as the “Broker”)

and:
., a corporation duly incorporated under the laws of the Province of , having its head office at  acting and duly represented by , duly authorized for the purposes hereof;

(hereinafter referred to as the “Client”)

WHEREAS, the “Client” and “Broker may exchange proprietary and confidential information including ““Broker's” proprietary processes and any estimate on business valuations and/or estimated selling prices of the “Client’s” business, including introduction to any Third Party in connection with various business opportunities with. In consideration of such disclosures, the Parties hereby agree as follows:

1. "Confidential Information" shall mean any and all introductions to third parties, financial or customer information, marketing, product, service or business information, patent applications, proprietary data, trade secrets, know-how, technology, and any other proprietary information relating to the past, present or future research, development and business of certain projects. Confidential Information shall mean the identification of potential investors, buyers, sellers, or any Third-Party contacts used to link the “Client” or “Broker to potential investors, buyers or sellers and shall extend to all copies and all formats, whether or not it has been marked or declared Confidential”;

2. Any Confidential Information transmitted hereunder shall be transmitted in writing and designated as Confidential (or, if transmitted orally, visually or in another non-tangible form, shall be confirmed in writing and designated as "Confidential" within 24 hours of such non-tangible transmission). All contact information of any introduced Third Party can be transmitted in writing, email, fax or verbally and will automatically be considered as Confidential Information.

3. Confidential Information disclosed according to this Agreement shall be used solely for purposes of evaluating potential business or investment opportunities by or between the Parties and for no other commercial purpose, nor any other purpose whatsoever. “Broker and all agents, will not speak to “Client’s”, use “Client’s” name in initial solicitations or other market initiatives where knowledge of “Client’s” potential sale status could become known, or speak to the other shareholders or employees without the prior written consent of “Client”.

4. Both parties agree to hold in confidence the Confidential Information disclosed by the other party; and shall exercise reasonable care to prevent its disclosure to any Third Party who does not need to know such information; and shall restrict its use to the purposes of this Agreement. Both parties agree not to disclose the Confidential Information to anyone except to such of its employees, consultants, attorneys, accountants, advisors and lenders whose duties justify the need to know such Information, who fully understand the obligations of this Agreement.

5. Both parties shall use their best reasonable efforts to ensure that all of their employees, consultants, attorneys, accountants, advisors and lenders to whom the Confidential Information is disclosed, take all reasonable precautions to safeguard and preserve the confidential status of the Confidential Information. This includes, without limitation, treating Confidential Information received hereunder with at least the same degree of care each party uses to protect and prevent disclosure of its own Confidential Information.

6. Each party shall be under no obligation regarding any information of the other party which tangible evidence clearly and convincingly shows: (a) was available to the public at the time of disclosure; or (b) after  disclosure, became available to the public through no fault, unauthorized act or omission of the receiving party, provided that the obligation to hold the Confidential Information in confidence shall cease only after the date on which such information has become available to the public; or (c) was in the hands of the receiving party before it was received from the disclosing party; or (d) was provided without restriction on disclosure by a Third Party who had the lawful right to make such disclosure.

7.  At any time upon a Disclosing Party’s written request, or if the Transaction is not consummated pursuant to the terms of a Definitive Agreement, the Receiving Party shall promptly, and in any event no later than three days after the request, return or destroy all Evaluation Material (including all copies, extracts or other reproductions) to the Disclosing Party and, if destroyed, certify in writing to the Disclosing Party within such time frame that such Evaluation Material (including any Evaluation Material held electronically) has been destroyed. Notwithstanding the terms of this Section 7, the Receiving Party’s obligation to return or destroy Evaluation Material does not apply to copies of the Evaluation Material retained in accordance with internal document retention policies or automatic computer archiving or back-up systems or legal or regulatory requirements. The Receiving Party acknowledges that any retention of the Evaluation Material pursuant to this Section 7 and the deletion or destruction of any Evaluation Material pursuant to this Section 7 will not relieve the Receiving Party of any of its obligations of confidentiality under this Agreement.

8. This Agreement does not grant any right or license, express or implied, to use the Confidential Information except for the purpose of this Agreement, nor any right or license, express or implied, under any patent, patent application, trade-secret, or know-how, nor any right to purchase, distribute or sell any product, nor any other right not expressly granted herein.

9. Non-Circumvention - For two (2) years after the effective date of this Agreement, both parties and their officers and directors, separately and individually, will not make any effort to circumvent the terms of the Agreement in an attempt to gain the benefits or considerations granted to it under the Agreement by taking any actions to indirectly gain the benefits of the Confidential Information. Specifically, the “Client” or “Broker will not attempt to deal directly with any contacts or use any opinions and or proprietary and or confidential information provided, (except as required to complete a transaction contemplated at the time of or under this agreement) provided by or introduced by the other party.

10. Both parties acknowledge that a breach or attempted breach of the Agreement may cause irreparable damage to the other party, and that damages at law may be an insufficient remedy. Accordingly, both parties agree that the other party shall be entitled as a matter of right to: (1) injunctive relief in any court of competent jurisdiction in Canada, to restrain the breach or threatened breach of any covenant herein or otherwise to specifically enforce any of such covenants; and (2) its reasonable attorneys’ fees and costs in obtaining such relief or specific enforcement. Such rights shall be cumulative and in addition to whatever other remedies may be had at law or in equity.

IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above.

Martin Luc Derome, President & CEO