(a) The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its activities in the manner currently conducted and currently offered, without the rights of others being known. There are no outstanding material options, licenses or agreements of any kind with respect to the aforementioned proprietary rights, and the Company is not bound by or bound by any material options, licenses or agreements regarding patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity that does not relate to such licenses or agreements resulting from the purchase of standard licenses. or standard products. 1.1 Approval of Actions. The Company has approved (a) the sale and issuance of the Shares to the purchasers and (b) the issuance of such common shares issued upon conversion of the Preferred Shares (the „Conversion Shares“). The shares and conversion shares have the rights, preferences, privileges and restrictions set forth in the Corporation`s Certificate of Incorporation in the form attached thereto as Schedule B (the Charter). 3.7 Obligations to Related Parties. Except under the related agreements and transactions contemplated therein, there is no obligation of the Company to officers, directors, shareholders or employees of the Company other than (a) to pay salaries for services rendered, (b) to reimburse reasonable expenses incurred on behalf of the Company, and (c) other standard benefits generally made available to all employees. (including stock option agreements entered into under one of B.`s directors on the Board of Directors of the Company). With the exception of the holding of shares of a shareholder of the company which is itself a company or a limited liability company, none of the officers, directors or, to the knowledge of the company, key employees or shareholders of the company or members of their immediate family, is liable in respect of the company or has a direct or indirect interest in a company or company, with which the company is affiliated or with which the company is related.

that the Company has a business relationship or a company or company in competition with the Company, with the exception of (i) passive investments in listed companies (representing less than 1% of that company) that may compete with the Company, and (ii) investments by venture capital funds to which the Directors of the Company may be affiliated and may act in this regard as a member of the Board of Directors of a Company; due to a person`s affiliation with a corporate capital fund or similar institutional investors in such a company. No officer, director or shareholder, or any member of his or her immediate family, is directly or indirectly interested in any material contract with the Company (with the exception of related agreements and related transactions, and with the exception of such contracts relating to the ownership of such persons in capital or other securities of the Company). CONSIDERING that the Company has approved the sale and issuance of a total of eight hundred and seventy-one (870,171) Series A preferred shares (the „Preferred Shares“) and a total of one hundred and thirty-seven thousand (1,137,624) shares of its common shares (the Common Shares and, together with the Preferred Shares), the Shares); (a) Except as expressly provided herein and in the agreements between the Company, on the one hand, and its employees with respect to the sale of the outstanding common shares of the Company, there are no proposed agreements, arrangements or transactions between the Company and any of its officers, directors, employees, affiliates or affiliates, on the other hand.b) Performance of obligations. Such buyers must have fulfilled and complied with all agreements and conditions contained herein that must be fulfilled or complied with by such buyers at the time of closing or prior to closing. the shares, conversion shares or shares of its common shares. Buyer also understands that there is no guarantee that a registration exemption under the Securities Act will be available and that, even if available, such exemption may not allow Buyer to transfer all or part of the shares or convertible shares in the circumstances, in the amounts or at the times, that the buyer could suggest. 3.12 Disputes. There are no ongoing lawsuits, pursues, proceedings or investigations against the Company or, to the Company`s knowledge, currently threatened against the Company that could reasonably result, individually or completely, in a material adverse change in the Company`s assets, business, real estate or financial condition, or a change in the Company`s current ownership, or the validity thereof.

Related agreements or arrangements or the Right of the Company to enter into any of these agreements or to enter into the transactions contemplated herein or with them. The foregoing includes, without limitation, any action pending or threatened to the Company`s knowledge regarding the prior employment of an employee of the Company, its use of information or techniques related to the Company`s business allegedly owned by one of its former employers, or its obligations under agreements with previous employers. The Corporation is not a party or, to its knowledge, subject to the provisions of any order, document, injunction, judgment or decision of a court or government agency or instrument. There are no complaints, prosecutions, proceedings or investigations by the Company that are currently underway or that the Company intends to initiate. (c) The Company is not aware that any of its employees are obligated under any contract (including licenses, agreements or obligations of any kind) or any other agreement, or subject to a judgment, order or order of a court or administrative authority that interferes with their obligations to the Company or the Company`s activities as proposed; would come into conflict. Each employee, officer and consultant of the Company has entered into an agreement on proprietary information and inventions in the form previously provided to the Buyers or their respective lawyers. No employee, officer or consultant of the Company has excluded works or inventions made prior to its employment with the Company from its assignment of inventions under such agreement on information and inventions protected by employees, officers or consultants. The Company does not believe that it is or will be necessary to use any inventions, trade secrets or proprietary information of its employees made prior to their employment by the Company, with the exception of inventions, trade secrets or proprietary information attributed to the Company. (c) With the exception of shares reserved for issuance under the Plan and unless granted under this Agreement and related agreements, there are no options, warrants, rights (including conversion or pre-emption rights and pre-emption rights), powers of attorney or shareholder agreements or agreements of any kind for the purchase or acquisition of securities of the Company. (a) The authorized capital stock of the Corporation immediately prior to closing consists of (i) 15,000,000 common shares with a par value of $0.001 per share, none of which are issued and outstanding, and (ii) 880,000 preferred shares with a par value of $0.001 per share, all of which are designated as Series A Preferred Shares, none of which are issued and in circulation.

Immediately following the effective date of the transactions provided for in this Agreement and the Contribution Agreement, 6,760,563 common shares will be issued and outstanding and 870,171 Series A Preferred Shares will be issued and outstanding. (f) Rule 144. Buyer acknowledges and agrees that the Shares and, if issued, the Convertible Shares are restricted securities within the meaning of Rule 144, as amended, and must be held indefinitely, unless they are subsequently registered under the Securities Act or there is an exemption from such registration. .