SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No.     )*

Trident Brands, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

89616C201

(CUSIP Number)

Heather Crawford

Fengate Capital Management Ltd.

2275 Upper Middle Road East, Suite 700

Oakville, Ontario, L6H 0C3

Canada

(905) 491-6599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 28, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐**

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 89616C201 Page 2

1.	Names of Reporting Persons Fengate Trident LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions)     OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.	Citizenship or Place of Organization     Ontario limited partnership
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power     0
		8.	Shared Voting Power     12,870,4261
		9.	Sole Dispositive Power     0
		10.	Shared Dispositive Power     12,870,4261
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     12,870,4261
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.	Percent of Class Represented by Amount in Row (11)     Approximately 30.7%1,2
14.	Type of Reporting Person (See Instructions)     PN

1 Held in the form of 2,000,000 shares of common stock and certain convertible notes (the “Convertible Notes”) which, as of April 28, 2017, were convertible into 10,870,426 shares of common stock.

2 Based on 31,000,000 shares outstanding, per Form 10-Q filed on April 14, 2017, plus 10,870,426 shares of common stock into which the Convertible Notes may be converted.

CUSIP No. 89616C201 Page 3

1.	Names of Reporting Persons Fengate Trident GP Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions)     OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.	Citizenship or Place of Organization     Ontario corporation
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power     0
		8.	Shared Voting Power     12,870,4261
		9.	Sole Dispositive Power     0
		10.	Shared Dispositive Power     12,870,4261
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     12,870,4261
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.	Percent of Class Represented by Amount in Row (11)     Approximately 30.7%1,2
14.	Type of Reporting Person (See Instructions)     CO

1 Held in the form of 2,000,000 shares of common stock and Convertible Notes which, as of April 28, 2017, were convertible into 10,870,426 shares of common stock.

2 Based on 31,000,000 shares outstanding, per Form 10-Q filed on April 14, 2017, plus 10,870,426 shares of common stock into which the Convertible Notes may be converted.

CUSIP No. 89616C201 Page 4

1.	Names of Reporting Persons Fengate Capital Management Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions)     OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.	Citizenship or Place of Organization     Ontario corporation
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power     0
		8.	Shared Voting Power     12,870,4261
		9.	Sole Dispositive Power     0
		10.	Shared Dispositive Power     12,870,4261
11.	Aggregate Amount Beneficially Owned by Each Reporting Person     12,870,4261
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.	Percent of Class Represented by Amount in Row (11)     Approximately 30.7%1,2
14.	Type of Reporting Person (See Instructions)     IA/CO

1 Held in the form of 2 million shares of common stock and the Convertible Notes which, as of April 28, 2017, were convertible into 10,870,426 shares of common stock.

2 Based on 31,000,000 shares outstanding, per Form 10-Q filed on April 14, 2017, plus 10,870,426 shares of common stock into which the Convertible Notes may be converted.

CUSIP No. 89616C201 Page 5

Item 1. Security and Issuer

This statement relates to shares of the Common Stock, $.001 par value (the “Common Stock”) of Trident Brands, Inc. (the “Issuer”), whose principal executive offices are located at 200 South Executive Drive, Suite 101, Brookfield, Wisconsin 53005.

Item 2. Identity and Background

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(f) Citizenship

Fengate Trident LP

2275 Upper Middle Road East, Suite 700

Oakville, Ontario, L6H 0C3

Canada

Ontario limited partnership

Fengate Trident GP Inc.

2275 Upper Middle Road East, Suite 700

Oakville, Ontario, L6H 0C3

Canada

Ontario corporation

Fengate Capital Management Ltd.

2275 Upper Middle Road East, Suite 700

Oakville, Ontario, L6H 0C3

Canada

Ontario corporation

(c) Fengate Trident LP is a private investment limited partnership that may be deemed the direct beneficial owner of the securities referred to herein. Fengate Capital Management, Ltd. is the investment manager to and Fengate Trident GP, Inc. is the general partner of Fengate Trident LP. Each of the Reporting Persons disclaims beneficial ownership of the securities referred to herein except to the extent of their pecuniary interest therein. The name, title, business address, present principal occupation and citizenship of each executive officer and director of Fengate Trident GP, Inc. and Fengate Capital Management Ltd. is set forth on Schedules I and II hereto, respectively.

(d)-(e) None of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Funds for the purchase of the Common Stock and Convertible Notes reported in this Schedule 13D were derived from invested assets of the Labourers’ Pension Fund of Central and Eastern Canada. A total of $6,500,000 was paid to acquire the Common Stock and Convertible Notes. None of the shares of Common Stock or Convertible Notes were acquired on margin, or otherwise using borrowed funds or pursuant to any loan or credit arrangement.

Item 4. Purpose of Transaction

The Common Stock and Convertible Notes have been acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities, and have not been acquired with any purpose of, or with the effect of, changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having such purpose or effect. From time to time

the Reporting Persons may purchase additional securities of the Issuer, or sell securities of the Issuer.

The Common Stock and Convertible Notes were originally acquired by LPF (MCTECH) Investment Corp. (“LPF”), a Canadian pension fund investment corporation wholly owned by the Labourers’ Pension Fund of Central and Eastern Canada (the “Pension Fund”) as an investment for the Pension Fund. LPF and the Issuer entered into a securities purchase agreement (the “SPA”) on September 26, 2016, pursuant to which, in consideration for proceeds of $4,100,000, the Issuer issued to LPF a convertible promissory

CUSIP No. 89616C201 Page 6

note in the amount of $4,100,000 (the “Convertible Note”) and LPF agreed, from time to time after January 1, 2017, to make additional investments at the Issuer’s request of up to $5,900,000 ($10,000,000 in the aggregate) in one or more tranches of not less than $1,500,000 and not more than $4,400,000 per tranche. LPF is not required to fund more than one tranche during any 60 day period. The Issuer intended to use the proceeds of the Convertible Note for general working capital purposes including, without limitation, settlement of accounts payable and repayment of mature loans. In consideration for each advance made by LPF pursuant to the SPA, the Issuer agreed to issue to LPF a convertible promissory note of equal value, maturing three (3) years after issuance, and bearing interest at the rate of 8% per annum. Each convertible promissory note would be secured in first priority against the present and after acquired assets of the Issuer and would be convertible in whole or in part at the option of the holder into common shares of the Issuer at a price per share equal to a 25% discount to the 10 day average closing price of the Issuer’s common stock for the period immediately preceding the issuance of the applicable convertible promissory note. As additional consideration to LPF for entering into the SPA, the Issuer and LPF concurrently entered into a Convertible Promissory Note Amendment Agreement pursuant to which the Issuer amended certain features of two convertible notes previously purchased by LPF in the original principal amounts of US$1,800,000 and US$500,000, on January 29, 2015, and March 31, 2015, respectively (the “Additional Convertible Notes” and, together with the Convertible Note, collectively, the “Convertible Notes”). These amendments raised the applicable interest rate of each Additional Convertible Note from 6% to 8% per annum, and allowed LPF to transfer, sell, or hypothecate the Additional Convertible Notes subject to applicable securities laws. A copy of the SPA (which includes as annexes the form of the Convertible Note and the Convertible Promissory Note Amendment Agreement) is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 4, 2016, and is incorporated by reference in this Schedule 13D and as Exhibit 99.2 hereto. Copies of the form of Additional Convertible Notes is attached as Exhibit 99.3 to this Schedule 13D and is incorporated by reference herein.

On April 28, 2017, LPF, the Pension Fund, the Reporting Persons, and certain other parties, as part of a restructuring of the Pension’s Funds invested assets, entered into a General Transfer and Assignment Agreement, pursuant to which the SPA, Common Stock, Convertible Notes and certain other related agreements were, through a series of simultaneous transactions, transferred to Fengate Trident LP. A copy of the General Transfer and Assignment Agreement is attached to this Schedule 13D as Exhibit 99.4 and is incorporated by reference herein.

As of the date of this Schedule 13D, the Reporting Persons have no plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the issuer; (v) any other material change in the issuer’s business or corporate structure; (vi) changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (vii) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (ix) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a)-(b) Incorporated by reference to Items (7) - (11) and (13) of the cover page relating to each Reporting Person.

(c) Other than as reported herein, in the sixty days prior to the date of filing of this Schedule 13D, the Reporting Persons have engaged in no other transactions in the Issuer’s Common Stock. 

(d) Except as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on in this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On May 8, 2017, the Reporting Persons entered into a Joint Filing Agreement pursuant to which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.

On September 26, 2016, the Issuer entered into a securities purchase agreement (the “SPA”) with LPF, which is more fully described in Item 4, above. A copy of the SPA (which includes as annexes the form of the Convertible Note and the Convertible Promissory Note Amendment Agreement described in Item 4) is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 4, 2016, and is incorporated by reference in this Schedule 13D and as Exhibit 99.2 hereto.

CUSIP No. 89616C201 Page 7

On April 28, 2017, LPF, the Pension Fund, the Reporting Persons, and certain other parties entered into a General Transfer And Assignment Agreement, pursuant to which the SPA, Common Stock, Convertible Notes and certain other related agreements were, through a series of simultaneous transactions, transferred to Fengate Trident LP. A copy is attached hereto as Exhibit 99.4 and incorporated by reference herein.

On January 29, 2015, LPF and Anthony Pallante, in connection with an investment by LPF into the Issuer, entered into a Co-Sale Agreement under which Mr. Pallante agreed not to sell any shares of the Issuer to a third party unless LPF were offered the right to sell a proportionate amount of its shares to such third party. This agreement was assigned and transferred to Fengate Trident LP pursuant to the General Transfer and Assignment Agreement dated April 28, 2017. A copy is attached hereto as Exhibit 99.5 and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1	–	Joint Filing Agreement
Exhibit 99.2	–	Securities Purchase Agreement dated September 26, 2016, including as annexes the form of the Convertible Promissory Note for US$4,100,000 and the Convertible Promissory Note Amendment Agreement described in Item 4, above (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Trident Brands Inc. on October 4, 2016)
Exhibit 99.3	–	Form of Convertible Promissory Notes for US$1,800,000 and US$500,000
Exhibit 99.4	–	General Transfer And Assignment Agreement dated April 28, 2017
Exhibit 99.5	–	Co-Sale Agreement dated January 29, 2015

CUSIP No. 89616C201 Page 8

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 8th day of May, 2017

Fengate Trident LP

/s/ Heather Crawford

Heather Crawford

Secretary of Fengate Trident GP, the General Partner of Fengate Trident LP

Fengate Trident GP Inc.

/s/ Heather Crawford

Heather Crawford

Secretary

Fengate Capital Management Ltd.

/s/ Heather Crawford

Heather Crawford

Secretary

CUSIP No. 89616C201 Page 9

SCHEDULE I

Executive officers and directors of Fengate Trident GP, Inc.

The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,

2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,

the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.

Except as may be otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer

Name	Title
Lou Serafini Jr.	President, Director
George Theodoropoulos	Vice President, Director
Marco DiCarlantonio	Vice President, Director
Heather Crawford	Secretary

SCHEDULE II

Executive officers and directors of Fengate Capital Management Ltd.

The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,

2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,

the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.

Except as may be otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer

Name	Title
Lou Serafini Jr.	President, CEO, Treasurer, Director
George Theodoropoulos	Managing Director, Infrastructure, Director
Marco DiCarlantonio	Executive Director, Director
John Bartkiw	Managing Director - Real Estate, Director
Heather Crawford	Secretary
Pranav Pandya	CFO

CUSIP No. 89616C201 Page 10

Index to Exhibits

Exhibit 99.1	–	Joint Filing Agreement
Exhibit 99.2	–	Securities Purchase Agreement dated September 26, 2016, including as annexes the form of the Convertible Promissory Note for US$4,100,000 and the Convertible Promissory Note Amendment Agreement described in Item 4, above (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Trident Brands Inc. on October 4, 2016)
Exhibit 99.3	–	Form of Convertible Promissory Notes for US$1,800,000 and US$500,000
Exhibit 99.4	–	General Transfer And Assignment Agreement dated April 28, 2017
Exhibit 99.5	–	Co-Sale Agreement dated January 29, 2015

EX-99.1

Exhibit 99.1

Joint Filing Agreement

May 8, 2017

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Fengate Trident LP, Fengate Trident GP Inc., and Fengate Capital Management Inc., each hereby agree to the joint filing of this statement on Schedule 13D (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13D filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

Fengate Trident LP

/s/ Heather Crawford

Heather Crawford

Secretary of Fengate Trident GP, the General Partner of Fengate Trident LP

Fengate Trident GP Inc.

/s/ Heather Crawford

Heather Crawford

Secretary

Fengate Capital Management Ltd.

/s/ Heather Crawford

Heather Crawford

Secretary

EX-99.3

Exhibit 99.3

FORM OF CONVERTIBLE PROMISSORY NOTES

THESE CONVERTIBLE PROMISSORY NOTES (THE “NOTES,” AND EACH, A “NOTE”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT EACH NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND SUCH STATE SECURITIES LAWS.

TRIDENT BRANDS INCORPORATED

Convertible Promissory Note for US$1,800,000 due January 29, 2016

Convertible Promissory Note for US$500,000 due March 31, 2016

US$1,800,000

US$500,000

Dated: January 29, 2015

For value received, TRIDENT BRANDS INCORPORATED, a Nevada corporation (the “Company”), hereby promises to pay to the order of LPF (MCTECH) Investment Corp. (together with its successors, representatives, and permitted assigns, the “Holder”), in accordance with the terms hereinafter provided for the two Notes, up to an aggregate of TWO MILLION AND THREE HUNDRED THOUSAND DOLLARS (US$2,300,000) (the “Principal Amount”) plus accrued and unpaid Interest (as defined in below Section 1.2) in accordance with the grid attached hereto as Exhibit A and subject to the terms hereof. The applicable portion of the Principal Amount and the Interest outstanding shall be due and payable on the date that is 12 months from the applicable Issuance Date (as defined below) subject to the conversion terms hereof. The due date, with respect to each applicable Note, of any outstanding Principal Amount and Interest is referred to herein as the “Maturity Date.” The “Issuance Date,” with respect to the Note for the portion of the Principal Amount equal to US$1,800,000, is the date hereof, and with respect to the Note for the portion of the Principal Amount equal to US$500,000, is March 31, 2015.

All payments under or pursuant to each Note refer to and shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Company.

ARTICLE I

GENERAL TERMS

Section 1.1 Purchase Agreement. Each Note has been executed and delivered pursuant to the Note Purchase Agreement dated as of January 29, 2015 (the “Purchase Agreement”) by and between the Company and the purchaser listed therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

Section 1.2 Interest. Each portion of the Principal Amount applicable to each Note advanced to the Company pursuant to the Purchase Agreement shall bear interest from date at the rate of six percent (6%) per annum, calculated daily in arrears based on a three hundred and sixty (360) day year (the “Interest”).

Section 1.3 Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such

payment may be due on the next succeeding Business Day. The term “Business Day” shall mean any day except Saturday, Sunday and any day that shall be a federal legal holiday or a day on which banking institutions in the state of New York are authorized or required by law or other governmental action to close.

Section 1.4 Transfer. Each Note may be transferred or sold, subject to the provisions of Section 4.8, or pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.5 Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of the applicable Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation of this applicable Note, upon surrender and cancellation of such applicable Note, the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated applicable Note.

Section 1.6 Security. To secure the due payment of the Principal Amount and Interest payable under the applicable Note, the Company shall cause to be provided to the Holder contemporaneously with the execution of this Agreement, the General Security Agreement annexed hereto as Exhibit C granting the Holder a security interest in all of the present and after acquired personal property (the “Security”) of the Company.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1 Events of Default. The occurrence of any of the following events shall be an “Event of Default” under the applicable Note:

(a) the Company shall fail to make the payment of any outstanding Principal Amount or Interest on the date such payment is due hereunder;

(b) the suspension from listing, without subsequent listing on any one of, or the failure of the Company’s common stock, par value US$0.001 per share (the “Common Stock”) to be listed on at least one of the OTC Markets (QB or QX), the OTC Bulletin Board, NASDAQ Capital Market, NASDAQ Global Market, NASDAQ Global Select Market, NYSE MKT or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days (as defined under Section 3.2(b));

(c) the Company’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply or its intention not to comply with proper requests for conversion of the applicable Note into shares of Common Stock;

(d) the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the applicable Note, or (ii) make the payment of any fees and/or liquidated damages under the applicable Note or the Purchase Agreement, which failure in the case of items (i) and (ii) of this Section 2.1(d) is not remedied within three (3) Business Days after the incurrence thereof;

(e) default shall be made in the performance or observance of (i) any covenant, condition or agreement contained in the applicable Note (other than as set forth in clause (d) of this Section 2.1) and such default is not fully cured within five (5) Business Days after the occurrence thereof or (ii) any covenant, condition or agreement contained in the Purchase Agreement, the Security Agreement, or all ancillary documents referred to in those agreements (collectively, the “Transaction Documents,” which is not covered by any other provisions of this Section 2.1 and such default is not fully cured within five (5) Business Days after the occurrence thereof;

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(f) any representation, warranty or covenant made by the Company herein or in the Purchase Agreement or any other Transaction Document shall prove to have been false or incorrect or breached on the date as of which made;

(g) the Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the U.S. Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under U.S. Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;

(h) a proceeding or case shall be commenced in respect of the Company, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of itself or of all or any substantial part of its property or assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under U.S. Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Company and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days;

(i) the failure of the Company to pay any amounts due to the Holder (other than outstanding Principal Amount and Interest referred to in Section 2.1(a), the failure of which to pay when due shall be an immediate Event of Default) herein within three (3) Business Days of receipt of notice to the Company;

(j) actions, suits, proceedings, claims or disputes pending, at law, in equity, in arbitration or before any governmental authority, arise against the Company, which result in equitable relief or monetary judgment(s) or liens against the Company;

(k) the Collateral fails to perfect, or is delayed from perfection; or

(l) the Company fails to perform or comply with any term, provision or condition of any other agreement, document or other instrument evidencing or supporting any indebtedness owing from the Company to the Holder, whether currently existing or incurred after the date of this Agreement.

Section 2.2 Remedies Upon An Event of Default. If an Event of Default, with respect to each applicable Note, shall have occurred and shall be continuing, the Holder may at any time at its option, (a) declare the entire unpaid balance of the Principal Amount and all Interest accrued but unpaid thereon of each applicable Note, and all other amounts owing or payable hereunder or under any Transaction Document, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Company; provided, however, that upon the occurrence of an Event of Default described in (i) Section 2.1(g) or 2.1(h) (in the case of Section 2.1(h) upon the expiration of the 60-day period mentioned therein), the outstanding Principal Amount and all Interest

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accrued but unpaid thereon of each applicable Note, and all other amounts owing or payable hereunder or under any Transaction Document, shall be automatically due and payable, and (ii) Sections 2.1(a)-(f) and 2.1(i) demand the prepayment of each applicable Note pursuant to Section 3.6, (b) subject to Section 3.4, demand that the Principal Amount and all Interest accrued but unpaid thereon of each applicable Note, and all other amounts owing or payable hereunder or under any Transaction Document, then-outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1), or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, other Transaction Document or applicable law. If the entire unpaid balance of the Principal Amount, together with accrued and unpaid Interest thereon, is not paid when due at maturity, whether on the Maturity Date or any earlier date as a result of acceleration of the applicable Note(s) pursuant to the terms hereof, then interest shall accrue on the outstanding Principal Amount from the date of such Event of Default at the rate of 18% per annum. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

ARTICLE III

CONVERSION; ANTIDILUTION; PREPAYMENT

Section 3.1 Conversion. On any date(s) (each a “Conversion Date”) elected by the Holder following the applicable Issuance Date, each Note may be converted at the option of the Holder from time to time, in whole or in part, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing that portion of the outstanding Principal Amount plus any accrued Interest under each applicable Note as of such Conversion Date by the Conversion Price; provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.4 below. The Holder shall deliver each Note, as applicable, to the Company at the address designated in the Purchase Agreement at such time that each Note, as applicable, is fully converted. With respect to partial conversions of the applicable Note, the Company shall keep written records of the amount of the applicable Note converted as of each Conversion Date.

Section 3.2 Conversion Price.

(a) The term “Conversion Price” shall mean the price that is equal to a 25% discount to the average closing price of the Common Stock for the 10 Trading Days immediately prior to the date upon which the first installment of the Purchase Amount (as defined in the Purchase Agreement) is paid to the Company in accordance with the Purchase Agreement.

(b) The term “Trading Day” shall mean any day on which the Common Stock is listed or quoted and traded on any other national securities exchange, market, trading or quotation facility on which the Common Stock is then listed or traded, or, if the Common Stock is not then listed or traded, any Business Day.

Section 3.3 Mechanics of Conversion.

(a) Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer agent, as applicable, shall issue and deliver to the Holder, as specified in the Holder’s Conversion Notice, registered in the name of the Holder or its designee, the number of shares of Common Stock to which the Holder shall be entitled, that represent the number of shares of Common Stock being acquired upon the conversion of the applicable Note (the “Delivery Date”). If in the case of any Conversion Notice such Common Stock certificate or certificates are not delivered to or as directed by the

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Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such Common Stock certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the applicable Note if tendered for conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation. A “Conversion Notice” means the notice of conversion, substantially in the form of Exhibit B, delivered by the Holder to the Company on the Conversion Date.

Section 3.4 Adjustment of Conversion Price.

(a) The Conversion Price shall be subject to adjustment from time to time as follows:

(i) Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the initial Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the initial Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.4(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii) Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the initial Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(iii) Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after each applicable Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in any form other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which the Holder would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 3.4(a)(iii) with respect to the rights of the Holder; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this Section 3.4(a)(iii) as of the time of actual payment of such dividends or distributions.

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(iv) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of each applicable Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.4(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.4(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert each applicable Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which each such applicable Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.4(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 3.4(a)(iv)), or a merger or consolidation of the Company with or into another corporation where the holders of outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company’s properties or assets to any other person (an “Organic Change”), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert each applicable Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3.4(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3.4(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of each applicable Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

(vii) Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents (as defined in the Purchase Agreement) shall be issued or sold:

(1) in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Common Stock Equivalents, rights or warrants or options, as the case may be; or

(2) in the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration

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equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of each Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In the event Common Stock is issued with other shares or securities or other assets of the Company for consideration which covers both, the consideration computed as provided in this Section 3.5(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Company.

(b) Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Common Stock Equivalents, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(c) Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, except as provided for in Section 3.4(a)(v), (ii) securities issued pursuant to a bona fide firm-underwritten public offering of the Company’s securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (v) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist and (vi) the payment of any accrued interest in shares of Common Stock pursuant to each Note.

(d) No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 3.4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder under the Agreement against impairment.

(e) Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of each applicable Note pursuant to this Section 3.4, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of each applicable Note. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.

Section 3.5 Taxes; No Fractional Shares; Reservation of Shares.

(a) Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common

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Stock on conversion of each Note pursuant thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(b) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of each Note.

(c) Reservation of Common Stock. The Company shall at all times when each Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of each Note; provided that the number of shares of Common Stock so reserved shall at no time be less than two hundred percent (200%) of the number of shares of Common Stock for which the applicable Note is at any time convertible. The Company shall, from time to time in accordance with Nevada corporate law, with applicable securities law and regulations, and with its constitutive documents, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company’s obligations under this Section 3.5(c).

(d) Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of each applicable Note require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

Section 3.6 Prepayment.

(a) Prepayment Upon an Event of Default. Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default described in Sections 2.1(a)-(i), the Holder shall have the right, at such Holder’s option, to require the Company to prepay (prior to the Maturity Date) in cash all or a portion of the applicable Note at a price equal to one hundred percent (100%) of the aggregate outstanding Principal Amount and accrued but unpaid Interest of each applicable Note (the “Event of Default Prepayment Price”). Nothing in this Section 3.6(a) shall limit the Holder’s rights under Section 2.2.

(b) Prepayment at the Election of the Company. Notwithstanding anything to the contrary contained in the Notes, at any time during the period beginning on the advance date of any installment of the Purchase Amount and ending on the date that is prior to the Conversion Date, the Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder, to prepay in cash the applicable portion of the then-outstanding portion of the Purchase Amount plus the then-outstanding portion of any accrued and unpaid Interest thereon as at the date fixed for prepayment, in full, in accordance with this Section 3.6 (such prepayment amount, the “Optional Prepayment Amount”). Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered by the Company to the Holder at its registered addresses and shall state: (1) that the Company is exercising its right to prepay each applicable Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice.

Section 3.7 Inability to Fully Convert.

(a) Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with

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jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of each Note (as applicable), the Holder, solely at its option, can elect to:

(i) require the Company to prepay that portion of each applicable Note for which the Company is unable to issue Common Stock in accordance with the Holder’s Conversion Notice (the “Mandatory Prepayment”) in an amount equal to Optional Prepayment Amount as of such Conversion Date (the “Mandatory Prepayment Price”), plus an amount equal to the Holder’s out-of-pocket expenses incurred in connection with the transactions (which are contemplated by the Transaction Documents) and enforcing its rights hereunder;

(ii) void the Conversion Notice and retain or have returned, as the case may be, each applicable Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice).

(b) Mechanics of Fulfilling Holder’s Election. The Company shall immediately send via facsimile to the Holder, upon receipt of a facsimile copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.7(a) above, a notice of the Company’s inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Company is unable to fully satisfy the Holder’s Conversion Notice, (ii) the amount of the applicable Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Company of its election pursuant to Section 3.7(a) above by delivering written notice via facsimile to the Company (the “Notice in Response to Inability to Convert”).

(c) Payment of Prepayment Price. If the Holder shall elect to have each applicable Note prepaid pursuant to Section 3.7(a)(i) above, the Company shall pay the Mandatory Prepayment Price to the Holder within ten (10) days of the Company’s receipt of the Notice in Response to Inability to Convert, provided that prior to the Company’s receipt of the Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Mandatory Prepayment has been cured and all Conversion Shares (as defined in the Purchase Agreement) issuable to the Holder can and will be delivered to the Holder in accordance with the terms of the Notes. If the Company shall fail to pay the applicable Mandatory Prepayment Price to the Holder on a timely basis as described in this Section 3.7(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Mandatory Prepayment Price), in addition to any remedy the Holder may have under each applicable Note and the Purchase Agreement, such unpaid amount shall bear interest at the rate of 0.67% per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of each applicable Note for which the full Mandatory Prepayment Price has not been paid, (ii) receive back each such Note, and (iii) require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest average closing price of the Common Stock for the Trading Days during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

Section 3.8 No Rights as Shareholder. Nothing contained in each Note shall be construed as conferring upon the Holder, prior to the conversion of each Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any other rights as a shareholder of the Company.

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ARTICLE IV

MISCELLANEOUS

Section 4.1 Notices.

(a) Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The Company will give written notice to the Holder at least ten (10) days prior to the date on which the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Major Transaction, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Company will also give written notice to the Holder at least ten (10) days prior to the date on which any Major Transaction, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being made known to the public.

(b) A “Major Transaction” shall be deemed to have occurred at such time as any of the following events:

(i) the consolidation, merger or other business combination of the Company with or into another person (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (B) a consolidation, merger or other business combination in which the Company is the surviving entity and the shareholders of the Company’s voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities);

(ii) the sale or transfer of more than fifty percent (50%) of the Company’s assets (based on the fair market value as determined in good faith by the Company’s Board of Directors) other than inventory in the ordinary course of business in one or a related series of transactions; or

(iii) closing of a purchase, tender or exchange offer made to the shareholders of more than fifty percent (50%) of the outstanding shares of Common Stock in which more than fifty percent (50%) of the outstanding shares of Common Stock were tendered and accepted.

Section 4.2 Governing Law. The Notes shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. The Notes shall not be interpreted or construed with any presumption against the party causing the Notes to be drafted.

Section 4.3 Headings. Article and section headings in the Notes are included herein for purposes of convenience of reference only and shall not constitute a part of these Notes for any other purpose.

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Section 4.4 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in the Notes shall be cumulative and in addition to all other remedies available under the Notes, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of the Notes. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Company agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 4.5 Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement of the Notes, including, without limitation, reasonable attorneys’ fees and expenses.

Section 4.6 Binding Effect. The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.

Section 4.7 Amendments. The Notes may not be modified or amended in any manner except in writing executed by the Company and the Holder.

Section 4.8 Compliance with Securities Laws. The Holder acknowledges that the Notes are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of the Notes. The Notes and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:

“EACH CONVERTIBLE PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT EACH NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND SUCH STATE SECURITIES LAWS.”

Section 4.9 Consent to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the non-exclusive jurisdiction of the State of New York for the purposes of any suit, action or proceeding arising out of or relating to these Notes and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in

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effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to these Notes shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Section 4.10 Parties in Interest. The Notes shall be binding upon, inure to the benefit of and be enforceable by the Company, the Holder and their respective successors and permitted assigns.

Section 4.11 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 4.12 Company Waivers. Except as otherwise specifically provided herein, the Company and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands’ and notices in connection with the delivery, acceptance, performance and enforcement of these Notes, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or the Company liable for the payment of these Notes, AND DO HEREBY WAIVE TRIAL BY JURY.

(a) No delay or omission on the part of the Holder in exercising its rights under these Notes, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THESE NOTES ARE A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

TRIDENT BRANDS INCORPORATED
By:
	Name:	Mark Holcombe
	Title:	Chairman

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EXHIBIT A

ADVANCES AND PAYMENT

DATE: January 29, 2015

Issuance Dates	Amount Advanced (US$)		Total Principal Outstanding (US$)		Accrued Interest (US$)	Total Principal and Accrued Interest (US$)
The Date Hereof		1,800,000		1,800,000
March 31st, 2015		500,000		2,300,000

EXHIBIT B

FORM OF CONVERSION NOTICE

(To be executed by the registered Holder in order to convert the applicable Note)

The undersigned hereby irrevocably elects to convert $                     of the Principal Amount of the above Note for [$1,800,000/$500,000] into shares of Common Stock of TRIDENT BRANDS INCORPORATED according to the conditions hereof, as of the date written below.

Conversion Date:                                         

Applicable Conversion Price:                                         

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Conversion Date:                                         

Signature:

Print Name:

Address:

EXHIBIT C

FORM OF GENERAL SECURITY AGREEMENT

See Attached

EX-99.4

Exhibit 99.4

GENERAL TRANSFER AND ASSIGNMENT AGREEMENT

THIS AGREEMENT is made as of the 28^th day of April, 2017 (the “Effective Date”), among LPF (MCTECH) Investment Corp. (the “Transferor”), Labourers’ Pension Fund of Central and Eastern Canada (the “First Transferee”), LPF (Equities) Investment Corp. (the “Second Transferee”), LPF Equities Trust (the “Third Transferee”), LPF Equities Fund L.P. (the “Fourth Transferee”), LPF Equities Fund I L.P. (the “Fifth Transferee”), Fengate Trident LP (the “Ultimate Transferee”), Trident Brands Incorporated (“Trident”) and Anthony Pallante (“Pallante”).

WITNESSETH THAT for good and valuable consideration, the parties hereto agree as follows:

1. Assets Transferred

The parties agree that, without any further action by any of the parties, effective as of:

(a) 12:00am on the Effective Date, the Transferor will sell, transfer, convey and assign to the First Tranferee, all of its right, title and interest to and in the assets and contracts listed in Schedule “A” annexed hereto (collectively the “Transferred Assets”);

(b) 12:01am on the Effective Date, the First Transferee will sell, transfer, convey and assign to the Second Tranferee, all of its right, title and interest to and in the Transferred Assets;

(c) 12:02am on the Effective Date, the Second Transferee will sell, transfer, convey and assign to the Third Tranferee, all of its right, title and interest to and in the Transferred Assets;

(d) 12:03am on the Effective Date, the Third Transferee will sell, transfer, convey and assign to the Fourth Tranferee, all of its right, title and interest to and in the Transferred Assets;

(e) 12:04am on the Effective Date, the Fourth Transferee will sell, transfer, convey and assign to the Fifth Transferee, all of its right, title and interest to and in the Transferred Assets; and

(f) 12:05 am on the Effective Date, the Fifth Transferee will sell, transfer, convey and assign to the Ultimate Transferee, all of its right, title and interest to and in the Transferred Assets.

2. Transfer and Assignment

Subject as provided herein, this agreement is intended to and shall operate as a transfer and assignment to the Ultimate Transferee of the Transferred Assets as of 12:05am on the date hereof. Each party (other than Trident and Pallante) covenants and agrees that it will at the request of the Ultimate Transferee at any time or time hereafter do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments, transfers, conveyances, consents, powers of attorney, assurances or other documents and take all such other action as may be required for the better assigning, transferring, granting, conveying, assuring and confirming to the Ultimate Transferee, or for aiding and assisting in the reducing to possession by the Ultimate Transferee, any of the interest or assets intended to be hereby transferred, conveyed and assigned.

3. Trust

Each party (other than Trident and Pallante) hereby declares that as to any of its assets, rights or interests included in the Transferred Assets, the title to which may not have passed to the Ultimate Transferee by virtue of this agreement or any transfer or assignment which may from time to time be executed and delivered pursuant to the provisions hereof, such party holds such assets, rights or interests in trust for the Ultimate Transferee to transfer and assign the same as the Ultimate Transferee may from time to time direct. In respect of any contract, lease, agreement or other right, the assignment of which requires the consent of any other party or parties and such consent cannot be obtained, the Transferor shall hold such contract, lease, agreement or other right for the benefit of the Ultimate Transferee and will take any and all action with respect thereto as the Ultimate Transferee may reasonably direct for the Ultimate Transferee’s account and benefit, provided such party does not incur any liability, actual or contingent, by so doing.

4. Consent

(a) Trident hereby acknowledges, confirms and consents to the assignments and transfers of each of the Transferred Assets as set out in section 1 of this agreement as of the date hereof and hereby confirms and agrees that all of the: (i) rights exercisable by the Transferor; and (ii) indebtedness owing by Trident to the Transferor, under each of the Transferred Assets shall, from and after 12:05am on the date hereof be enforceable by, and due and owing to, the Ultimate Transferee in all respects. Pallante hereby acknowledges, confirms and consents to the assignment and transfer of the Co-sale Agreement comprising part of the Transferred Assets (“Co-Sale Agreement”) as set out in section 1 of this agreement as of the date hereof and hereby confirms and agrees that all of the: (i) rights exercisable by the Transferor, under the Co-Sale Agreement shall, from and after 12:05am on the date hereof be enforceable by the Ultimate Transferee in all respects.(b) Trident hereby releases and discharges all of the parties hereto other than the Ultimate Transferee from any and all obligations or liabilities which may be owed or owing to it pursuant to any of the Transferred Assets or prior to the date hereof and agrees that, from and after the date hereof, any and all obligations or liabilities occurring pursuant to any of the Transferred Assets shall be the sole responsibility of the Ultimate Transferee. Pallante hereby releases and discharges all of the parties hereto other than the Ultimate Transferee from any and all obligations or liabilities which may be owed or owing to him pursuant to the Co-sale Agreement prior to the date hereof and agrees that, from and after the date hereof, any and all obligations or liabilities occurring pursuant to the Co-Sale Agreement shall be the sole responsibility of the Ultimate Transferee.

5. Trident Acknowledgement

Trident hereby acknowledges, confirms and agrees to and with the Ultimate Transferee that:

(a) the aggregate indebtedness outstanding (including accrued interest) as at the date hereof pursuant to each of the convertible promissory notes which comprise part of the Transferred Assets amounts to $US 6,930,422 (comprised of $6,400,000 of principal and $530,422 of accrued interest to the Effective Date), without any claim of set-off, counterclaim or reduction in any manner whatsoever and that such indebtedness is due and payable in accordance with its terms and is and shall continue to be secured by the general security agreements which comprise part of the Transferred Assets, the continued validity and enforceability of which is hereby confirmed;

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(b) each of the Transferred Assets (other than the co-sale agreement) constitutes a valid and binding obligation of Trident enforceable against Trident by the Ultimate Transferee in accordance with its terms;

(c) there has been no oral or written variation, modification or alteration of any of the Transferred Assets and each of the Transferred Assets is now in full force and effect;

(d) each of the Transferred Assets is in good standing in all respects and Trident has no claim or right to any outstanding obligation or liability from any party hereto thereunder; and

(e) no event has occurred and is continuing which would constitute a default under any of the Transferred Assets by either Trident or the Transferor of any of the terms, conditions, covenants or provisions thereof.

6. Pallante Acknowledgement

Pallante hereby acknowledges, confirms and agrees to and with the Ultimate Transferee that:

(a) the Co-Sale Agreement constitutes a valid and binding obligation of Pallante enforceable against him by the Ultimate Transferee in accordance with its terms;

(b) there has been no oral or written variation, modification or alteration of the Co-Sale Agreement and the Co-Sale Agreement is now in full force and effect;

(c) the Co-Sale Agreement is in good standing in all respects and Pallante has no claim or right to any outstanding obligation or liability from any party hereto thereunder; and

(d) no event has occurred and is continuing which would constitute a default under the Co-Sale Agreement by either Pallante or the Transferor of any of the terms, conditions, covenants or provisions thereof.

7. Successors and Assigns

This agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns.

8. Governing Law

This agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]

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IN WITNESS WHEREOF the parties hereto have executed this indenture.

LPF (MCTECH) INVESTMENT CORP.
	Per:	/s/ Joseph Mancinelli
		Joseph Mancinelli - Director
	Per:	/s/ Carmen Principato
		Carmen Principato - Director
LABOURERS’ PENSION FUND OF CENTRAL AND EASTERN CANADA
	Per:	/s/ Joseph Mancinelli
		Joseph Mancinelli – Trustee
	Per:	/s/ Carmen Principato
		Carmen Principato - Trustee
LPF (EQUITIES) INVESTMENT CORP.
	Per:	/s/ Joseph Mancinelli
		Joseph Mancinelli - Director
	Per:	/s/ Carmen Principato
		Carmen Principato - Director
LPF EQUITIES TRUST
	Per:	/s/ Joseph Mancinelli
		Joseph Mancinelli - Trustee
	Per:	/s/ Carmen Principato
		Carmen Principato - Trustee

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	LPF EQUITIES FUND L.P. by its general partner FENGATE LPF EQUITIES GP INC.
		Per:	/s/ Heather G. Crawford, Secretary
			Authorized Signing Officer
		Per:
			Authorized Signing Officer
	LPF EQUITIES FUND I L.P. by its general partner FENGATE LPF EQUITIES GP INC.
		Per:	/s/ Heather G. Crawford, Secretary
			Authorized Signing Officer
		Per:
			Authorized Signing Officer
	FENGATE TRIDENT LP by its general partner FENGATE TRIDENT GP INC.
		Per:	/s/ Heather G. Crawford, Secretary
			Authorized Signing Officer
		Per:
			Authorized Signing Officer
	TRIDENT BRANDS INCORPORATED
		Per:	/s/ Anthony Pallante
			Authorized Signing Officer
		Per:
			Authorized Signing Officer
		/s/ Anthony Pallante
Witness		Anthony Pallante

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Schedule “A”

Transferred Assets

For purposes of this Agreement, “Transferred Assets” means:

(a) a note purchase agreement dated January 29, 2015 between LPF (MCTECH) Investment Corp., as purchaser, and Trident Brands Incorporated;

(b) a general security agreement dated January 29, 2015 between LPF (MCTECH) Investment Corp., as secured party, and Trident Brands Incorporated;

(c) a convertible promissory note, dated January 29, 2015, in the principal amount of US$1,800,000, issued by Trident Brands Incorporated to LPF (MCTECH) Investment Corp., as amended pursuant to a convertible promissory note amendment agreement dated September 26, 2016;

(d) a convertible promissory note, dated March 31, 2015, in the principal amount of US$500,000, issued by Trident Brands Incorporated to LPF (MCTECH) Investment Corp., as amended pursuant to a convertible promissory note amendment agreement dated September 26, 2016;

(e) 2,000,000 common shares in the capital stock of Trident Brands Incorporated;

(f) a co-sale agreement dated January 29, 2015 between LPF (MCTECH) Investment Corp., as investor, and Anthony Pallante;

(g) a securities purchase agreement dated September 26, 2016 between LPF (MCTECH) Investment Corp., as purchaser, and Trident Brands Incorporated;

(h) a general security agreement dated September 26, 2016 between LPF (MCTECH) Investment Corp., as secured party, and Trident Brands Incorporated; and

(i) a convertible promissory note, dated September 26, 2016, in the principal amount of US$10,000,000, issued by Trident Brands Incorporated to LPF (MCTECH) Investment Corp., under which US$4,100,000 has been advanced.

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EX-99.5

Exhibit 99.5

Execution Copy

TRIDENT BRANDS INCORPORATED

CO-SALE AGREEMENT

EFFECTIVE AS OF January 29, 2015

Table of Contents

		Page
Section 1.	Definitions.		1
Section 2.	Agreement; Limitations on Transfers of Shares by the Shareholders.		3
Section 3.	Right of Co-Sale.		4
Section 4.	Shareholder Records.		5
At the request of the Investor, the Existing Shareholder shall provide the Investor with the shareholder list of the Company prepared by the Company’s registered transfer agent, showing the shares held of record by the stockholders of the Company.			5
Section 5.	Duration of Agreement; Compliance.		5
Section 6.	Severability.		5
Section 7.	Governing Law.		5
Section 8.	Jurisdiction; Court Proceedings; Service of Process; Waiver of Jury Trial.		5
Section 9.	Successors and Assigns.		6
Section 10.	Notices.		6
Section 11.	Modification.		6
Section 12.	Headings.		6
Section 13.	Nouns and Pronouns.		7
Section 14.	Entire Agreement.		7
Section 15.	Injunctive Relief.		7
Section 16.	Counterparts.		7

CO-SALE AGREEMENT

CO-SALE AGREEMENT, dated as of February     , 2015 (this “Agreement”), by and between the shareholder of Trident Brands Incorporated, a corporation formed and subsisting under the laws of Nevada (the “Company”) set forth on Annex I attached hereto (together with any Affiliate (excluding the Company) who hereafter acquires any Shares (as defined below), the “Existing Shareholder”) and LPF (MCTECH) Investment Corp. (together with any permitted successor, assign or transferee of such investor’s Shares(the “Investor”). As used herein, “Shareholders” shall mean the Investor, the Existing Shareholder and any other person who agrees in writing with the parties hereto to be bound by and to comply with all applicable provisions of this Agreement as a Shareholder hereunder.

R E C I T A L S

WHEREAS, the authorized capital of the Company consists of 300,000,000 shares of common stock, of which 28,000,000 are issued and outstanding as of October 13, 2014;

WHEREAS, the Investor has agreed to purchase a convertible note in the principal amount of $2.3M;

WHEREAS, the Existing Shareholder owns, on the date hereof and immediately following completion of the transactions contemplated in the preceding recital, that number of Shares set forth opposite such Shareholder’s name on Annex I attached hereto; and

WHEREAS, the Shareholders hereby set forth their agreement with respect to the Shares owned by the Shareholders, including any Shares acquired after the date hereof by any Shareholder or any Affiliate , which Shares shall be subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein made and in consideration of the representations, warranties, and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this Co-Sale Agreement is hereby entered into and each party hereto, intending to be legally bound, hereby agrees as follows:

Section 1. Definitions.

In addition to the terms defined elsewhere in this Agreement, as used herein, the following terms shall have the following respective meanings:

“Affiliate” shall mean, with respect to any Person, any Person or entity, directly or indirectly, controlling, controlled by or under common control with such Person or entity, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and includes (a) ownership directly or indirectly of more than 50% of the shares in issue or other equity interests of such Person, (b) possession directly or indirectly of more than 50% of the voting power of such Person or (c) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such Person, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Articles” shall mean the Articles of Incorporation of the Company, as amended and in effect from time to time.

“Business Day” means any day except a Saturday, a Sunday, or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

“By-laws” shall mean the by-laws of the Company as in effect.

“Group” shall mean:

(i) in the case of any Shareholder who is an individual, (A) such Shareholder, (B) the spouse, lineal descendants, adopted children, parents and grandparents of such Shareholder, (C) any trust for the benefit of any of the foregoing and (D) any Affiliate of such Shareholder;

(ii) in the case of any Shareholder which is a partnership, (A) such partnership and any of its general partners, (B) any corporation or other business organization to which such partnership shall sell all or substantially all of its assets or with which it shall be merged, (C) any Affiliate of such partnership and (D) any Affiliate of such Shareholder; and

(iii) in the case of any Shareholder which is a corporation, (A) such corporation, (B) any corporation or other business organization to which such corporation shall sell or transfer all or substantially all of its assets or with which it shall be merged and (C) any Affiliate of such corporation.

“Owns,” “Own” or “Owned” shall mean beneficial ownership, assuming the conversion of all outstanding securities convertible into or exchangeable for Shares and the exercise of all outstanding options, warrants and other rights to acquire Shares.

“Permitted Transferee” shall mean the recipient of a Transfer of Shares as a result of (A) any Transfer of Shares from a Shareholder to another member of such Shareholder’s Group; or (B) any Transfer by operation of law to an executor or administrator upon a Shareholder’s death or to a legal representative upon its dissolution.

“Person” shall be construed broadly and shall include an individual, a partnership (general or limited), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity and any government or agency or political subdivision thereof.

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“Proportionate Percentage” shall mean the pro rata percentage of the number of Shares to which a Section 3 Offer relates that the Co-Sale Offeree (as defined below) shall be entitled to Transfer to the Section 3 Offeror, which pro rata percentage, as to the Co-Sale Offeree, shall be the percentage figure which expresses the ratio, between the number of Shares owned by the Co-Sale Offeree and the aggregate number of Shares owned by the Co-Sale Offeree and the Section 3 Offeree, at the date of determination.

“Selling Group” shall mean a Shareholder and any member of the Group of such Shareholder proposing to Transfer its Shares.

“Shares” shall mean (a) the presently issued and outstanding common stock and any options or warrants exercisable therefor (which options and warrants shall be deemed to be that number of outstanding common stock for which they are exercisable), (b) any additional shares in the capital of the Company hereafter issued and outstanding and (c) any shares of in the capital of the Company into which such shares may be converted or for which they may be exchanged or exercised.

“Transfer”, as to any Shares, shall mean to sell, or in any other way transfer, assign, pledge, distribute, encumber or otherwise dispose of, such Shares, either voluntarily or involuntarily and with or without consideration.

Section 2. Agreement; Limitations on Transfers of Shares by the Shareholders.

(a) Each Shareholder shall vote or cause to be voted the Shares beneficially owned by it in such a way as to fully implement the terms and conditions of this Agreement.

(b) Each Shareholder agrees to vote or cause to be voted the Shares owned by it as necessary so as to cause the Articles or By-Laws, or both, as the case may be, to be amended to resolve any such conflict in favour of the provisions of this Agreement.

(c) Reserved.

(d) Reserved.

(e) The Existing Shareholders shall not, at any time during the term of this Agreement, Transfer any Shares (including any Shares acquired by the Shareholders after the date hereof) without first complying with the applicable provisions of Section 3; provided that a Shareholder may Transfer Shares without complying with Section 3 (a “Permitted Transfer”) as follows: (i) to a Permitted Transferee, without limitation, if such Permitted Transferee shall agree in writing with the parties to this Agreement to be bound by and to comply with all applicable provisions of this Agreement as a Shareholder pursuant to a Shareholder’s Acknowledgement; (ii) Shares representing in the aggregate less than ten (10%) percent of the issued and outstanding Shares (determined on a fully diluted basis); (iii) to third parties, without limitation, as consideration for (a) services rendered or to be rendered to the Company or (b) such third party entering into a strategic relationship or transaction for the benefit of the Company; or (iv) in public “faceless” transactions, without limitation, in the OTC market (or such other quotation medium or exchange on which the Shares are then quoted or traded).

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(f) Any proposed Transfer of Shares not made in compliance with the requirements of this Agreement shall be null and void ab initio. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the recession of purchases, sales and other transfers of Shares not made in strict compliance with this Agreement), without having to prove actual damages or that monetary damages would be inadequate.

Section 3. Right of Co-Sale.

(a) Except as otherwise provided in Section 2, in the event that any Existing Shareholder (hereinafter, the “Section 3 Offeree”) receives a bona fide arm’s length offer (the “Section 3 Offer”) from a third party (the “Section 3 Offeror”) to purchase from such Section 3 Offeree Shares representing any of the Shares held by such Section 3 Offeree, such Section 3 Offeree (together with its Selling Group, as applicable) shall promptly forward a notice (the “Section 3 Notice”) complying with Section 3(b) to the Investor (herein referred to the “Co-Sale Offeree”). The Section 3 Offeree shall not Transfer any Shares to the Section 3 Offeror unless the terms of the Section 3 Offer are extended to the Co-Sale Offeree with respect to its Proportionate Percentage of the aggregate number of Shares to which the Section 3 Offer relates, whereupon the Co-Sale Offeree shall be entitled to Transfer to the Section 3 Offeror pursuant to the Section 3 Offer its Proportionate Percentage of the aggregate number of Shares to which the Section 3 Offer relates.

(b) The Section 3 Notice shall set forth (i) the number of Shares to which the Section 3 Offer relates and the name of the Section 3 Offeree, (ii) the name and address of the Section 3 Offeror, (iii) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Section 3 Offeree as may be reasonably necessary for the Co-Sale Offeree to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment offered by the Section 3 Offeror and (iv) that the Section 3 Offeror has been informed of the co-sale rights provided for in this Section 3 and whether the Section 3 Offeror has agreed to purchase Shares in accordance with the terms of this Section 3. Within ten (10) days of the date of delivery of such Section 3 Notice, the Co-Sale Offeree shall notify the Section 3 Offeree if it elects to participate in such Section 3 Offer.

(c) If any Existing Shareholder purports to sell any Shares in contravention of this Section 3 (a “Prohibited Transfer”), the Co-Sale Offeree may, in addition to such remedies as may be available by law, in equity or hereunder, require such Existing Shareholder to purchase from the Co-Sale Offeree the type and number of Shares that the Co-Sale Offeree would have been entitled to sell to the Section 3 Offeror had the Prohibited Transfer been effected pursuant to and in compliance with the terms of this Section 3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Shareholder not made the Prohibited Transfer, except that the sale (including without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Co-Sale Offeree learns of the Prohibited Transfer, as opposed to the timeframe provided for herein. Such Existing

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Shareholder shall also reimburse the Co-Sale Offeree for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Co-Sale Offeree’s rights under this Section 3.

Section 4. Shareholder Records.

At the request of the Investor, the Existing Shareholder shall provide the Investor with the shareholder list of the Company prepared by the Company’s registered transfer agent, showing the shares held of record by the stockholders of the Company.

Section 5. Duration of Agreement; Compliance.

The rights and obligations of each Existing Shareholder under this Agreement shall terminate as to such Shareholder upon the earlier to occur of the following: (i) Transfer in accordance with the terms of this Agreement of all Shares owned by such Shareholder and (ii) the Investor beneficially owning less than 2,691,176 Shares.

Section 6. Severability.

In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.

Section 7. Governing Law.

Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

Section 8. Jurisdiction; Court Proceedings; Service of Process; Waiver of Jury Trial.

(a) Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal court located in the State of New York. Each of the parties hereto submits to the jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any federal court located in the State of New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(b) Reserved.

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(c) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE OR OBJECTION TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE RELATED DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9. Successors and Assigns.

This Agreement shall bind and enure to the benefit of the parties hereto and their respective permitted successors and assigns, transferees, legal representatives and heirs.

Section 10. Notices.

All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or at such other address as may hereafter be designated in writing by such party to the other parties:

If to any Shareholder, to its address shown on Annex I attached hereto.

Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile (with confirmation of receipt), on the date of such delivery; if mailed by overnight courier, on the first Business Day following the date of such mailing; and if mailed by registered or certified mail, on the fifth Business Day after the date of such mailing.

Section 11. Modification.

This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of (i) the Investors holding a majority of the Shares owned by the Existing Shareholders and (ii) the Investor.

Section 12. Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

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Section 13. Nouns and Pronouns.

Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa.

Section 14. Entire Agreement.

This Agreement and the other writings referred to herein or delivered pursuant hereto contain the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings with respect thereto.

Section 15. Injunctive Relief.

The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to the parties hereto by reason of the failure of any party to perform any of its obligations set forth in this Agreement. Therefore, the parties hereto shall have the right to specific performance of such obligations, and if any party hereto shall institute any action or proceeding to enforce the provisions hereof, each of the parties hereto hereby waives the claim or defense that the party instituting such action or proceeding has an adequate remedy at law.

Section 16. Counterparts.

This Agreement may be executed in any number of counterparts (including by facsimile or electronically if signed and delivered in PDF, TIP or JPG format), and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts, together, shall constitute one and the same agreement.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Co-Sale Agreement as of the date first above written.

EXISTING SHAREHOLDER
/s/ Anthony Pallante
Name:	Anthony Pallante, individually

INVESTOR:
	LPF (MCTECH) INVESTMENT CORP.
		By:	/s/ Joseph Mancinelli
			Name:	Joseph Mancinelli
			Title:	President
		By:	/s/ Carmen Principato
			Name:	Carmen Principato
			Title:	Director

ANNEX I

Existing Shareholders:

Shareholder and Address	Number of Common Stock		Percentage of Shareholding
Anthony Pallante 1591 Jalna Ave Mississauga ON Canada L5J 1S8		1,252,520		4.5	%

ANNEX II

Shareholder’s Acknowledgement

I acknowledge that by signing this instrument:

(a) I have agreed to become a party to and bound by the Co-Sale Agreement of Trident Brands Incorporated between LPF (MCTECH) Investment Corp. and the Existing Shareholders (as defined therein) (the “Agreement”) in the same manner as an Existing Shareholder;

(b) pursuant to the terms of the Agreement, I may be afforded different rights than that of other Shareholders;

(c) the Agreement has substantive effects on my rights as a shareholder and limits or alters certain rights that would otherwise be available to me at law and imposes important legal obligations on me that I may find objectionable or contrary to my interest at a future time; and

(d) none of the legal counsel or other advisors to any of the Company or the current Shareholders of the Company has acted in my behalf in the completion of this transaction or the negotiation of the terms of this Agreement;

(e) I have been afforded a sufficient opportunity to review this Agreement with my own legal counsel, tax and financial advisors and have either:

(i) consulted with my own legal counsel, tax and financial advisors regarding the implications of this Agreement for me, or

(ii) have declined to consult with my own legal counsel, tax and financial advisors on the basis that I have read this Agreement and that:

A. I am sufficiently familiar with legal documentation and financial matters to understand all of the provisions of this Agreement; and

B. I have not relied on the information provided by any other person to reach this understanding.

Name: