- The Independent Expert considers that the issue of Securities...

- The Independent Expert considers that the issue of Securities pursuant to the Loan Agreement are not fair and not reasonable to the non-associated Shareholders of the Company.

- The value of the Initial Placement Securities ($3,525,242) far exceeds to value of the amount to be advanced under the Initial Placement ($300,000).

• The value of the Shares issued in satisfaction of the Facility Fee ($590,000) far exceed the dollar amount which is otherwise payable in satisfaction of the Facility Fee ($30,000).

• The payment of the Success Fee (equal to 35% of any Recovery) is fair and reasonable because it is in line with standard industry practices and only payable should an advantageous outcome result from the Litigation.