0001079973-17-000584.txt : 20171010 0001079973-17-000584.hdr.sgml : 20171010 20171010170736 ACCESSION NUMBER: 0001079973-17-000584 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 48 FILED AS OF DATE: 20171010 DATE AS OF CHANGE: 20171010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VirtualArmour International Inc. CENTRAL INDEX KEY: 0001714024 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 811256856 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10752 FILM NUMBER: 171131101 BUSINESS ADDRESS: STREET 1: 8085 S. CHESTER STREET, STE. 108 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: 720-961-3304 MAIL ADDRESS: STREET 1: 8085 S. CHESTER STREET, STE. 108 CITY: CENTENNIAL STATE: CO ZIP: 80112 1-A 1 primary_doc.xml 1-A LIVE 0001714024 XXXXXXXX false false VirtualArmour International Inc. CO 2015 0001714024 7371 81-1256856 20 0 8085 S. CHESTER STREET, SUITE 108 CENTENNIAL CO 80112 855-422-8283 Todd Kannegieter Other 144530.00 0.00 1918434.00 277403.00 2527477.00 2157864.00 445000.00 3022426.00 -494949.00 2527477.00 8897092.00 -6624066.00 0.00 -2298828.00 -0.04 -0.04 N/A Common Equity 55769447 92828G101 Canadian Securities Excange 0 0 true true false Tier1 Unaudited Equity (common or preferred stock) N N Y Y Y N 11153889 55769447 7919261.00 0.00 0.00 0.00 7919261.00 0.00 0.00 0.00 Saturna Group Chartered Professional Accountants LLP 4000.00 Burns Figa & Will PC and Farthoogian & Co. 75000.00 0.00 0.00 true false A1 A6 A8 false VirtualArmour International Inc. Common Shares 3750000 0 Securities issued upon exercise of warrants for a total of $290,662.50. Regulation S, Rule 903 PART II AND III 2 vaii_1a.htm PART II AND III

Parts II and III

Preliminary Offering Circular Dated October 10, 2017

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”). INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

OFFERING CIRCULAR

VirtualArmour International Inc.

8085 S Chester Street, Suite 108

Centennial, CO 80112

720-398-5873

www.virtualarmour.com

Up to 11,153,889 Shares of Common Stock at

A Maximum Offering Price between $0.20 and $0.71 per Share*

Minimum Investment: __________ Shares ($25,000)

Maximum Offering: $_____,000

Securities Offered by Company	Price Per Share to Public		Total Number of Shares Being Offered		Placement Agent Commissions (1)		Proceeds to Issuer (2)
Per Share of Common Stock		—			$	0.00	$
Total Minimum					$	0.00	$	300,000
Total Maximum				11,153,889	$	0.00	$	____,000

(1) The Company does not intend to engage a placement agent or underwriter at this time.

(2) Does not include expenses of the offering, including costs of blue sky compliance, fees to be paid to legal counsel or filing fees. See “Plan of Distribution.”

*The Company is relying on Rule 253(b) with respect to the determination of the purchase price in this preliminary offering. An Issuer may raise an aggregate of up to $20 million in a 12-month period pursuant to Tier I of Regulation A of the Securities Act of 1933, as amended (the “1933 Act”).

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) twelve months from the date this Offering Statement is qualified by the Commission, or (3) the date at which the offering is earlier terminated by the Company in its sole discretion, which may occur at any time. The offering has a minimum target of raising $300,000. If the Offering does not meet the Minimum Offering prior to termination of the Offering, the proceeds for the Offering will be promptly returned to subscribers, without deduction and generally without interest. We have entered into an Escrow Agreement with the Escrow Agent. The Escrow Agent will receive subscription agreements and funds from subscribers and such funds will remain with the Escrow Agent until a closing or cancellation of the Offering .

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

THIS OFFERING IS INHERENTLY RISKY. SEE “RISK FACTORS” ON PAGE 6.

Sales of these securities will commence on approximately ______________, 2017.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

This offering (the “Offering”) consists of shares of common stock of the Company. There is no guarantee that any minimum amount will be sold. There are 11,153,889 shares of common stock being offered at a price of $___ per share (the “Offered Shares”) with a minimum investment of $25,000 and purchase of ____ shares per investor. The maximum aggregate amount of the Offered Shares is $________,000 (the “Maximum Offering”). The minimum aggregate amount of the Offered Shares is $300,000 (the “Minimum Offering”). Provided that the Minimum Offering (______ shares) is met, there is no further number of Offered Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close, which may mean that the Company does not receive sufficient funds to cover the cost of this Offering. The Offering will terminate at the earlier of (1) the date at which the Maximum Offering amount has been sold, (2) the date that is twelve months from the date of this Offering Statement being qualified by the Commission, or (3) the date at which the Offering is earlier terminated by the Company in its sole discretion, which may happen at any time. The Company anticipates that it will hold its initial closing on some date after the date of qualification and will hold additional closings at various times thereafter in the Company’s discretion.

PART II

TABLE OF CONTENTS

Summary	4
Risk Factors	6
Dilution	14
Plan of Distribution	15
Use of Proceeds to Issuer	17
The Company’s Business	18
Description of Property	23
Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Directors, Executive Officers and Significant Employees	28
Compensation of Directors and Officers	32
Security Ownership of Management and Certain Securityholders	33
Interest of Management and Others in Certain Transactions	34
Securities Being Offered	35
Financial Statements	37

In this Offering Circular, the term “VirtualArmour,” “Company,” “we” or “us” refers to VirtualArmour International Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUMMARY

VirtualArmour International Inc. (“VirtualArmour” or the “Company”) is a Colorado corporation and is an information technology company that delivers solutions to help enterprises build, monitor, maintain and secure their networks from cloud to core. VirtualArmour is a managed security services provider which focuses on three main facets: managed services, professional services, and hardware/software sales.

The Offering

Securities offered by the Company:		Up to 11,153,889 shares of common stock ($______,000) (the “Offered Shares”)

Minimum investment:		____ shares ($25,000)

Minimum offering		____ shares ($300,000)

Common Stock outstanding before the Offering		55,769,447 shares

Common Stock outstanding after the Offering¹		66,923,336 shares

Common Stock:		Each Offered Share has one vote.

Use of proceeds:		The net proceeds of this Offering will be used as working capital to build and expand the Company’s business. See “Use of Proceeds.”

¹Assumes the sale of 11,153,889 Offered Shares.

The Company’s Business

Overview

VirtualArmour is an international cybersecurity and managed services provider that delivers customized solutions to help businesses build, monitor, maintain and secure their networks.

The Company maintains 24/7 client monitoring and service management with specialist teams located in its US and UK-based security operation centers (“SOC”). Through partnerships with best-in-class technology providers, VirtualArmour delivers leading hardware and software solutions for customers that are both sophisticated and scalable, and is also backed by industry-leading customer service and experience. VirtualArmour’s proprietary CloudCastr client portal and prevention platform provides clients with unparalleled access to real-time reporting on threat levels, breach prevention and overall network security.

VirtualArmour’s customers include a 13-location data center provider, a Fortune 100 oil and gas company, multiple service providers and large healthcare providers with presences throughout the United States, and household name enterprise organizations located primarily in the western United States.

The Company’s shares trade on the Canadian Securities Exchange (the “CSE”) under the symbol “VAI”. The Company currently has a ticker symbol “VTLR” on the OTCQB Markets.

Technology

The following elements are part of the VirtualArmour technology prevention platform and allow the Company to deliver its suite of services.

PROPRIETARY INCIDENT RESPONSE PROTOCOLS: There is no one solution for every problem or every business. Networks and Security are complicated and because of that, we create clear and detailed playbooks designed specifically for each business.

PERSONAL DASHBOARD: Our proprietary CloudCastr portal provides executive teams with an easily navigable, real-time birds eye view of an organization’s security position. It quickly becomes an organization’s golden source of truth and a key tool for keeping teams and management consistently informed.

All Delivered via our PREVENTION PLATFORM: Prevention is about a unique methodology - VirtualArmour’s unique way of doing business. No security-focused organizations can promise 100% security, 100% of the time, however, through implementing a robust combination of the three pillars outlined above, businesses can rely on a layered approach to protection that is personalized, strategic, built by specialists with market-leading technology and monitored by motivated industry experts.

Key People

Christopher Blisard is the Chairman and a founder of VirtualArmour and brings to this position over 29 years of business development, leadership and operational experience in software development, network security and cybersecurity in both the public and private sectors. Todd Kannegieter is the CEO and Co-Founder and has served as a manager and as a member of VirtualArmour’s board of directors since 2002, bringing over 34 years of management, business development and operational experience to the position. Other key persons of the Company are listed below in the section entitled Directors, Executive Officers and Significant Employees below .

Selected Risks

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

The Company is dependent on its management, founders and sponsors to execute the business plan

The Company has a history of loses and may not achieve or sustain profitability in the future

The Company operates in a competitive market

A significant amount of the Company’s current managed services revenue is derived from a few customers

If we fail to maintain third-party software licenses which are used in our business or costs increase for licenses

If we fail to manage our technical operations infrastructure, our customers may experience service outages

We could experience systems breaches and customers could experience interruptions or delays in service from the Company’s data center hosting facilities

The Company’s growth depends in part on the success of its strategic relationships with third parties

Changes in the economy could have a detrimental impact

We could experience regulatory and legal hurdles

The Company may undertake additional equity or debt financing that may dilute the shares in this offering

The Company may not raise the maximum amount being offered

The Company may not be able to obtain additional financing

The Company’s indebtedness could adversely affect its business and limit its ability to plan for or respond to changes in its business, and the Company may be unable to generate sufficient cash flow to satisfy significant debt service obligations

The market price of the shares may be volatile and investors could lose all or part of their investment

Our management has broad discretion in application of proceeds

There is no assurance the Company will be able to pay distributions to shareholders

There is no market in the United States for the Company's shares of Common Stock

RISK FACTORS

The purchase of the Company’s Common Stock involves substantial risks. You should carefully consider the following risk factors, in addition to any other risks associated with this investment. The shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company’s business and your investment in the shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

Risks Related to the Company

The market in which the Company participates is intensely competitive, and if the Company does not compete effectively, its operating results could be harmed.

The market for managed security services is fragmented, rapidly evolving and highly competitive. Many of the Company’s competitors and potential competitors are larger and have greater name recognition, longer operating histories, larger marketing budgets and significantly greater resources than the Company does. With the introduction of new technologies and market entrants, the Company expects competition to continue to intensify in the future. If the Company fails to compete effectively, its business will be harmed. Some of the Company’s principal competitors may offer their products or services at a lower price, which would result in pricing pressures on the Company’s business. If the Company is unable to achieve its target pricing levels, its operating results would be negatively impacted. In addition, pricing pressures and increased competition generally could result in reduced sales, lower margins, losses or the failure of the Company’s services to achieve or maintain widespread market acceptance, any of which could harm the Company’s business.

Many of the Company’s competitors are able to devote greater resources to the development, promotion and sale of their products or services. In addition, many of the Company’s competitors have established marketing relationships and major distribution agreements with channel partners, consultants, system integrators, and resellers. Furthermore, some potential customers, particularly large enterprises, may elect to develop their own internal solutions. For these reasons, the Company may not be able to compete successfully against its current and future competitors.

The Company has a history of losses and may not achieve or sustain profitability in the future and as a result, our independent accounting firm has included an explanatory note to the Company’s Canadian financial statements regarding the Company’s ability to continue as a going concern.

The Company had a net loss of $2,298,828 during the year ended December 31, 2016. In addition, as of December 31, 2016, the Company has a working capital deficiency of $728,392 and an accumulated deficit of $8,443,857. A significant portion of the working capital deficiency was comprised of the third-party line of credit arrangements ($445,000). A significant portion of the accumulated deficit is comprised of non-cash accounting expenses such as listing expense ($4,166,285) and the change in fair value of warrant derivative liabilities ($140,769). The Company has funded losses with external debt and related party advances, share issuances and working capital .

The Company’s independent accounting firm, without qualifying its opinion, included an explanatory paragraph in the Company’s Canadian financial statements prepared in accordance with international financial reporting standards (the financial statements included with this Offering Circular are unaudited and prepared in accordance with U.S. GAAP) stating that the existence of the matters described above creates a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the obtaining of financing necessary to continue operations and, ultimately, on sustaining profitable operations.

A significant amount of the Company’s current managed services revenue is derived primarily from less than ten customers. Any failure by the Company to maintain these significant customers would harm the Company’s future operating results.

Historically and currently, the Company has derived a substantial portion of its revenue from a limited number of customers. Although the Company continues to add new customers, if one or more of its larger customers becomes dissatisfied with the Company’s services, the effectiveness of the Company’s customer support services or the Company’s pricing, or ceases to do business with the Company for any other reason, the operating results of the Company would be negatively and substantially impacted.

The Company cannot accurately predict expansion rates and the impact these rates may have on its future revenue and operating results.

In order for the Company to improve its operating results and continue to grow its business, it is important for the Company to continue to attract new customers and expand the deployment of its solutions with existing customers. To the extent the Company is successful in increasing its customer base, it could incur increased losses because the costs associated with attracting new customers are generally incurred up front, while revenue is recognized ratably over the term of a contract for services. Alternatively, to the extent the Company is unsuccessful in increasing its customer base, the Company could also incur increased losses as the costs associated with marketing programs and new products intended to attract new customers would not be offset by incremental revenue and cash flow. Furthermore, if the Company’s customers do not expand their deployment of its products and services, the Company’s revenue may grow more slowly than the Company expects. All of these factors could negatively impact the Company’s future revenue and operating results.

The Company’s quarterly results may fluctuate significantly and may not fully reflect the underlying performance of its business.

The Company’s quarterly operating results, including its levels of revenue, gross margin, profitability, cash flow and deferred revenue, may vary significantly in the future, and period-to-period comparisons of its operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. The Company’s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of the Company’s control and, as a result, may not fully reflect the underlying performance of the Company’s business. Fluctuations in quarterly results may negatively impact the value of the Company’s securities. Factors that may cause fluctuations in the Company’s quarterly financial results include, but are not limited to:

the ability to attract new customers;

retention rates;

the timing of recognition of revenue;

the amount and timing of operating expenses related to the maintenance and expansion of the Company’s business, operations and infrastructure;

general economic, industry, and market conditions;

increases or decreases in the number of features in the Company’s services or pricing changes upon any renewals of customer agreements;

changes in the Company’s pricing policies or those of the Company’s competitors;

seasonal variations in sales of the Company’s services; and

the timing and success of new services and service introductions by the Company and its competitors or any other change in the competitive dynamics of the Company’s industry, including consolidation among competitors, customers, or strategic partners.

If the Company fails to effectively manage its technical operations infrastructure, its customers may experience service outages and delays in the further deployment of its services, which may adversely affect its business.

The Company is expecting significant growth in the number of customers being added to its managed services solutions. The Company seeks to maintain sufficient excess capacity in its operations infrastructure to meet the needs of all of its customers. The Company also seeks to maintain excess capacity to facilitate the rapid provisioning of new customer deployments and the expansion of existing customer deployments. In addition, the Company needs to properly manage its technological operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of its services. Despite the fact that the Company has taken a number of steps to allow its infrastructure to handle significant increases in demand, it may in the future experience website disruptions, outages and other performance problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. In some instances, the Company may not be able to identify the cause or causes of these performance problems within an acceptable period of time, which may harm the Company’s reputation and operating results. Furthermore, although the Company has implemented a number of disaster recovery measures, if it does not accurately predict its infrastructure requirements, its existing customers may experience service outages that may subject the Company to financial penalties, financial liabilities and customer losses. If the Company’s operations infrastructure fails to keep pace with increased sales, customers may experience delays as the Company seeks to obtain additional capacity, which could adversely affect the Company’s reputation and its revenue.

Interruptions or delays in service from the Company’s data center hosting facilities could impair the delivery of the Company’s services and harm its business.

The Company currently stores its customers’ information in facilities located in Englewood and Centennial Colorado. Despite the fact that the Company has taken a number of disaster recovery and preventive measures, these facilities may be vulnerable to damage or interruption due to floods, fires, power loss, telecommunications failures, and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Any damage to, or failure of, the Company’s systems generally could result in interruptions in its service. Interruptions in its service may reduce its revenue, cause the Company to issue credits or pay penalties, cause customers to terminate their contracts and adversely affect the Company’s renewal rate and its ability to attract new customers. The Company’s business will also be harmed if its customers and potential customers believe the Company’s service is unreliable. Despite precautions taken at these facilities, the occurrence of a natural disaster, an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in the Company’s services. Even with the disaster recovery arrangements, the Company’s services could be interrupted. As the Company continues to add data centers and add capacity in the Company’s existing data centers, the Company may move or transfer its data and its customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of the Company’s services. Further, as the Company continues to grow and scale its business to meet the needs of its customers, additional burdens may be placed on its hosting facilities. In particular, a rapid expansion of the Company’s business could cause its network or systems to fail.

Customer systems breaches could damage our reputation and adversely affect our revenues and profitability.

Many of the systems we manage for our customers involve managing and protecting confidential and personal information. While we have programs designed to comply with relevant privacy and security laws and restrictions, if a system that we manage were to experience a security breach, whether caused by us, third-party service providers, cybersecurity threats or other events, we may experience loss of revenue, remediation costs or face claims for damages or contract termination. Any such event could cause serious harm to our reputation.

We may not be able to adequately protect our intellectual property rights.

We depend on our ability to protect our proprietary technology. We rely on trade secret, copyright and trademark laws and confidentiality agreements with employees and third parties, all of which may offer only limited protection. As such, despite our efforts, the steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our proprietary information or infringement of our intellectual property rights, and our ability to police such misappropriation or infringement is uncertain, particularly in countries outside of the United States. In addition, we rely on confidentiality or license agreements with third parties in connection with their use of our products and technology. There is no guarantee that such parties will abide by the terms of such agreements or that we will be able to adequately enforce our rights.

Detecting and protecting against the unauthorized use of our products, technology proprietary rights and intellectual property rights is expensive, difficult and, in some cases, impossible. Litigation may be necessary from time to time to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property, which could result in an adverse effect to our business operations.

Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation, settlement, or licensing costs and expenses or be prevented from selling certain products.

Third parties may claim that we are infringing on their intellectual property rights. Such intellectual property infringement claims, whether we ultimately are found to be infringing any third party’s intellectual property rights or not, are time-consuming, costly to defend, and divert resources and management attention away from our operations. Infringement claims by third parties could also subject us to significant damage awards or fines or require us to pay large amounts to settle such claims. Additionally, claims of intellectual property infringement might require us to enter into royalty or license agreements. If we cannot or do not license the infringed technology on acceptable terms or substitute similar technology from other sources, we could be prevented from or restricted in selling our products containing, or manufactured with, the infringed technology.

The Company depends on highly skilled personnel to grow and operate its business, and if the Company is unable to hire, retain and motivate its personnel, the Company may not be able to grow effectively.

The Company’s future success will depend upon its continued ability to identify, hire, develop, motivate and retain highly skilled personnel, including senior management, engineers, designers, product managers, sales representatives, and customer support representatives. The Company’s ability to execute efficiently is dependent upon contributions from its employees, including its senior management team. In addition, there may occasionally be changes in the Company’s senior management team that may be disruptive to its business. If the Company’s senior management team, including any new hires that the Company may make, fails to work together effectively and to execute on its plans and strategies on a timely basis, its business could be harmed.

The Company’s growth strategy also depends on its ability to expand its organization with highly skilled personnel. Identifying, recruiting, training and integrating qualified individuals will require significant time, expense and attention. In addition, the Company relies on skilled and experienced technical employees in order to successfully execute its business plan. Due to the increase in demand for consulting, technology integration and managed services, qualified technical employees often are in great demand and may be unavailable in the time frame required to satisfy our business requirements. The loss of technical personnel or our inability to hire or retain sufficient technical personnel at competitive rates of compensation could impair our ability to successfully grow our business.

In addition to hiring new employees, the Company must continue to focus on retaining its best employees. While the Company believes it has implemented a number of incentive programs for both current and potential employees, competition for highly skilled personnel is intense. The Company may need to invest significant additional amounts of cash and equity to attract and retain new employees, and the Company may never realize returns on these investments. If the Company is not able to effectively add and retain employees, its ability to achieve its strategic objectives will be adversely impacted, and its business will be harmed.

Failure to adequately expand the Company’s direct sales force will impede its growth.

The Company will need to continue to expand and optimize its sales infrastructure in order to grow its customer base and its business. The Company plans to continue to expand its direct sales force, both domestically and internationally. Identifying and recruiting qualified personnel and training them requires significant time, expense and attention. The Company’s business may be adversely affected if its efforts to expand and train its direct sales force do not generate a corresponding increase in revenue. If the Company is unable to hire, develop and retain talented sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, the Company may not be able to realize the intended benefits of this investment or increase its revenue.

If the Company is unable to maintain and promote its brand, its business and operating results may be harmed.

The Company believes that maintaining and promoting its brand is critical to expanding its customer base. Maintaining and promoting its brand will depend largely on its ability to continue to provide useful, reliable and innovative services, which the Company may not do successfully. The Company may introduce new features, products, services or terms of service that its customers do not like, which may negatively affect its brand and reputation. Maintaining and enhancing the Company’s brand may require it to make substantial investments, and these investments may not achieve the desired goals. If the Company fails to successfully promote and maintain its brand or if the Company incurs excessive expenses in this effort, its business and operating results could be adversely affected.

The Company’s growth depends in part on the success of its strategic relationships with third parties.

In order to grow its business, the Company anticipates that it will continue to depend on its relationships with third parties, such as alliance partners, distributors, system integrators and developers. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. The Company’s competitors may be effective in providing incentives to third parties to favor their products or services, or to prevent or reduce subscriptions to its services. In addition, acquisitions of its partners by its competitors could result in a decrease in the number of current and potential customers, as its partners may no longer facilitate the adoption of the Company’s services by potential customers.

If the Company is unsuccessful in establishing or maintaining its relationships with third parties, its ability to compete in the marketplace or to grow its revenue could be impaired and its operating results may suffer. Even if the Company is successful, the Company cannot assure investors that these relationships will result in increased customer usage of the Company’s services or increased revenue. Furthermore, if the Company’s partners fail to perform as expected, the Company’s reputation may be harmed and its business and operating results could be adversely affected.

The Company employs third-party licensed software for use in or with its services, and the inability to maintain these licenses or errors in the software the Company licenses could result in increased costs, or reduced service levels, which would adversely affect the Company’s business.

The Company’s services incorporate certain third-party software obtained under licenses from other companies. The Company anticipates that it will continue to rely on such third-party software and development tools in the future. Although the Company believes that there are commercially reasonable alternatives to the third-party software the Company currently licenses, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of the software used in the Company’s services with new third-party software may require significant work and require substantial investment of the Company’s time and resources. Also, to the extent that the Company’s services depend upon the successful operation of third-party software in conjunction with its own software, any undetected errors or defects in this third-party software could prevent the deployment or impair the functionality of the Company’s services, delay new services introductions, result in a failure of the Company’s services, and injure the Company’s reputation. The Company’s use of additional or alternative third-party software would require the Company’s to enter into additional license agreements with third parties.

The Company may require additional capital to support its operations or the growth of its business, and the Company cannot be certain that this capital will be available on reasonable terms when required, or at all.

On occasion, the Company may need additional financing to operate or grow its business. The Company’s ability to obtain additional financing, if and when required, will depend on investor and lender demand, the Company’s operating performance, the condition of the capital markets and other factors. The Company cannot guarantee that additional financing will be available on favorable terms when required, or at all. If the Company raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its existing security holders, which may also experience dilution. If the Company is unable to obtain adequate financing or financing on terms satisfactory to it when the Company requires it, its ability to continue to support the operation or growth of its business could be significantly impaired and its operating results may be harmed.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for the Company’s services, and could have a negative impact on the Company’s business.

The future success of the Company’s business depends upon the continued use of the internet as a primary medium for commerce, communication and business services. Domestic or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require the Company to modify its services in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally, or result in reductions in the demand for internet-based services such as the Company’s.

In addition, the use of the internet and, in particular, the cloud as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool have been adversely affected by viruses, worms, and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for the Company’s services could suffer.

All of the Company’s assets are pledged as collateral to certain lenders under the terms of the Company’s lines of credit.

The Company has entered into two secured promissory notes with Todd Kannegieter, the CEO and a director of the Company pursuant to which Mr. Kanngieter agreed to provide a revolving line of credit (the “Kannegieter LOC”) of an aggregate of up to $290,000 with approximately $261,047 outstanding as of September 30, 2017. The Kannegieter LOC is secured by a lien on all of the assets of the Company, bears interest at 7% per annum and is due on demand.

On June 1, 2017, the Company also entered into a secured promissory note with Christopher Blisard, Chairman and a director of the Company, pursuant to which Mr. Blisard agreed to provide a loan (the “Blisard LOC” and together with the Kannegieter LOC, the “Director LOCs”) in an aggregate amount of up to $90,000 with approximately $93,327 outstanding as of September 30, 2017. The Blisard LOC is secured by a lien on all of the assets of the Company, bears interest at 7% per annum and is due on demand.

If the Company is unable to generate sufficient cash flow or are otherwise unable to obtain the funds required to make principal and interest payments on its indebtedness, the Company could be in default under the terms of the Director LOCs. If an event of default occurs, the lenders may, in their discretion, accelerate the repayment of borrowings. We may not have sufficient assets to repay the Director LOCs, and we could experience a material adverse effect on our financial condition and results of operations, including foreclosure on our assets and forcing us into bankruptcy or liquidation.

Risks Related to Ownership of the Offered Shares

There is a limited public market in the United States for our common stock and the Offered Shares may trade at prices that are lower or higher than the price paid for.

The Company’s common stock is listed on the Canadian Securities Exchange under the symbol “VAI” and is quoted on the OTCQB operated by OTC Markets, which is generally considered to be a less efficient United States market than national exchanges. Consequently, the liquidity of our securities could be impaired, not only in the number of securities which could be bought and sold, but also through SEC regulations, delays in the timing of transactions, difficulties in obtaining price quotations, reduction in security analysts' and the news media's coverage of us, if any, and lower prices for our securities than might otherwise be attained. This circumstance could have an adverse effect on the ability of an investor to sell any shares of our common stock as well as on the selling price for such shares. As a result, U.S. shareholders may have a difficult time reselling their shares. There can be no assurance that a trading market will ever develop in the U.S. or be sufficiently liquid for an investor to sell his or her shares. Investors must be prepared to hold such securities for an indefinite period of time.

In addition, the market price of our common stock may be significantly affected by various additional factors, including, but not limited to, our business performance, industry dynamics or changes in general economic conditions. The Offered Shares may trade at prices that are lower or higher than the price paid for. Once the Company’s common stock is publicly traded in the U.S., the Company cannot control their price fluctuations and the trading price may be lower than the offering price.

The Offered Shares will not be registered under the U.S. Securities Act of 1933, as amended and may be subject to resale restrictions imposed by Canadian laws and regulations.

The Offered Shares will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and will be offered in reliance upon exemptions from registration under the 1933 Act and the regulations promulgated thereunder and applicable state “blue sky” laws. Any resale of Offered Shares issued to investors resident in Canada will be subject to resale restrictions contained in Canadian securities laws and regulations.

The market price of the Offered Shares may be volatile, and investors could lose all or part of their investment.

The market price of the Offered Shares following listing may be highly volatile, and could be subject to wide fluctuations in response to various factors, some of which are beyond the Company’s control and may not be related to its operating performance. Fluctuations in the price of the Offered Shares could cause investors to lose all or part of their investment because they may not be able to sell their shares at or above the price they paid. Factors that could cause fluctuations in the market price of the shares include the following:

Changes in operating performance and stock market valuations of other technology companies generally, those in the Company’s industry in particular, or the Company’s operating results specifically;

Sales of shares of common stock by the Company’s shareholders, and in particular by Company insiders;

Any changes in the financial projections that the Company may provide to the public, or the Company’s failure to meet those projections;

Adverse or positive announcements or news reports by the Company or its competitors of new products or services; and

Actual or anticipated developments in the Company’s business, its competitors’ businesses or the competitive landscape generally.

In addition, the stock market in recent years has experienced significant price and volume fluctuations. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. These market fluctuations may adversely affect the price of our common stock at a time when our shareholders want to sell their interest in us.

There are legal restrictions on the resale of the common shares offered that are penny stocks. These restrictions may adversely affect the ability to resell your stock.

Our common stock may be subject to the penny stock rules under the Securities Exchange Act of 1934, as amended (the “(1934 Act”). These rules regulate U.S. broker/dealer practices for transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require U.S. broker/dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The U.S. broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the U.S. broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction, the U.S. broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The transaction costs associated with penny stocks can be high, reducing the number of U.S. broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce the trading activity in the market for our common stock. If our common stock is subject to the penny stock rules, our shareholders may find it more difficult to sell their shares in the United States.

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to the Company.

Although U.S. federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the U.S. federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

The Company may not raise the minimum required to close the offering.

The minimum raise needed to close the offering is $300,000, which is ___% of the Offering. There are no assurances that the Company will meet the minimum. If the minimum amount is not met, all funds received from such investors will be returned without interest or deduction. Investors in this offering face a risk that we will not be able to sell sufficient shares to obtain the funds necessary meet our capital requirements and to pursue the business goals outlined in this Offering Circular.

The Company does not expect to declare any dividends in the foreseeable future.

The Company does not anticipate declaring any cash dividends to holders of its common stock in the foreseeable future. Consequently, holders of our common stock will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.

Management has broad discretion as to the use of certain of the net proceeds from this Offering.

Management will have broad discretion in the application of the net proceeds, including working capital and other general corporate purposes, and the Company may spend or invest these proceeds in a way with which our shareholders disagree. The failure by the Company’s management to apply these funds effectively could adversely affect the Company’s business and financial condition.

DILUTION

The term “dilution” means the reduction of any one share as a percentage of the aggregate shares outstanding. If all of the Offered Shares are fully subscribed and sold, the Offered Shares offered herein will constitute approximately __% of the total shares of common stock of the Company. The Company anticipates that subsequent to this Offering the Company may require additional capital and such capital may take the form of other stock or securities or debt convertible into stock. Such future fundraising will further dilute the percentage ownership of the Offered Shares.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the Company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares. If you invest in the Offered Shares, your interest will be diluted immediately to the extent of the difference between the offering price per share of the Offered Shares and the pro forma net tangible book value per share of our common stock after this Offering.

As of December 31, 2016, the net tangible book value of the Company was -$531,806. Based on the number of shares of common stock issued and outstanding as of that date (55,769,447 shares) that equates to a net tangible book value of approximately -$0.01 per share of common stock on a pro forma basis. Net tangible book value per share consists of total assets (exclusive of intangible assets) less total liabilities divided by the total number of shares of common stock outstanding. Without giving effect to any changes in such net tangible book value after December 31, 2016, other than to give effect to the sale of 11,153,889 shares of common stock being offered by the Company in this Offering Circular for the subscription amount of $______,000, the pro forma net tangible book value, assuming full subscription, would be $__________. Based on the total number of shares of common stock that would be outstanding assuming full subscription 66,923,336 that equates to approximately $______ of tangible net book value per share.

Thus, if the Offering is fully subscribed, the net tangible book value per share of common stock owned by our current shareholders will have immediately increased by approximately $___ without any additional investment on their behalf and the net tangible book value per Offered Share for new investors will be immediately diluted by $______ per share. These calculations do not include the costs of the Offering, and such expenses will cause further dilution.

The following table illustrates this per share dilution:

Offering price per Share ^*	$

Net Tangible Book Value per Share before Offering (based on ______ shares)	$	(___	)

Increase in Net Tangible Book Value per Share Attributable to Shares Offered in Offering (based on ____ shares)	$

Net Tangible Book Value per Share after Offering (based on _______ shares)	$

Dilution of Net Tangible Book Value per Share to Purchasers in this Offering	$

^*Before deduction of offering expenses

The Offering Shares may be subject to future dilution based on future actions by the Company, including stock offerings (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the Company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the Company).

PLAN OF DISTRIBUTION

Plan of Distribution

The offers and sales of our shares of Common Stock will be made by the Company’s officers and directors. The Company will make its best efforts to sell the Maximum Offering Amount. Restrictions on sales by the Company include: the per investor minimum of $____,000, Minimum Offering of $300,000 and Maximum Offering amount of $____,000. None of the Common Stock being sold in this Offering is being sold by present security holders.

We have entered into an Offering Escrow Agreement to engage the services of Burns, Figa & Will, P.C. to act as our escrow agent (the “Escrow Agent”), which has been filed with the SEC as an exhibit to this Offering Circular. The Escrow Agent will receive subscription agreements and funds from investors, pursuant to the instructions further set forth below.

After the qualification of the Offering as exempt from registration pursuant to Section 3(b)(2) of the Securities Act and Tier I under Regulation A promulgated thereunder by the SEC, the Company will commence the offering of Common Stock for cash to the public in jurisdictions in which the shares of Common Stock are registered or qualified for sale or in which the Offering is otherwise permitted or exempted. No sale of shares shall be regarded as effective unless and until accepted by us.

The Offering will terminate at the earlier of (1) the date at which the Maximum Offering amount has been sold, (2) the date that is twelve months from the date of this Offering Statement being qualified by the Commission, or (3) the date at which the Offering is earlier terminated by the Company in its sole discretion, which may happen at any time (the “Offering Termination Date”). If the Offering does not meet the Minimum Offering prior to termination of the Offering, the proceeds for the Offering will be promptly returned to subscribers, without deduction and generally without interest .

Those funds will be deposited by you into a deposit account with the Escrow Agent where they will stay until a closing or cancellation of the Offering. On the closing date for the Offering, the deposited funds, minus applicable expenses, will be delivered to our Company.

You will be required to complete a subscription agreement in order to invest. All subscribers will be instructed by the Escrow Agent to transfer funds by wire or ACH transfer to the deposit account established for this Offering.

We have engaged Computershare Investor Services Inc. as our SEC registered transfer agent (the “Transfer Agent”) and will be subject to the agreed upon fee schedule.

So long as the Minimum Offering has been met, there are no plans to return funds to subscribers if all of the securities to be offered are not sold. There will be no material delay in the payment of the proceeds of the Offering by Escrow Agent to us. Funds provided for the purchase of the Shares may not be withdrawn by investors after acceptance of the Subscription Agreement. We can terminate the Offering at any time in our sole discretion.

Subscription Process

All investors will be required to complete and execute a subscription agreement in the form filed as an exhibit to this Offering Circular. If an investor decides to subscribe for Shares in this offering, they will be instructed as follows:

Contact the Company, email - IR@virtualarmour.com; and phone - 720-644-0913 for a copy of the subscription agreement;

Complete and sign the subscription agreement and deliver the completed subscription agreement to the Company's Escrow Agent at the following address:

Burns Figa & Will PC

Attn: Victoria Bantz

6400 S Fiddlers Green Circle, Suite 1000

Centennial, CO 80111

Email: vbantz@bfwlaw.com

Tel: 303-796-2626

Deliver funds to the deposit account with the Escrow Agent by ACH or wire transfer, payable as instructed in the subscription agreement.

After you have agreed to the subscription agreement and placed the funds required under the subscription agreement in the specified account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. Deposited funds will be returned by ACH or wire transfer for any rejected subscriptions.

Upon our acceptance of a subscription agreement we will issue the Shares subscribed at such closing, provided that the Minimum Offering has been met. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Registrar and Transfer Agent, Book-Entry Only

All Shares will be issued to investors in book-entry only format and will be represented by a stock transfer ledger, maintained by our transfer agent and registrar.

Investors in the Shares will not be entitled to have the stock certificates registered in their names, and will not receive or be entitled to receive physical delivery of the Shares in definitive form. Transfers of investors, common stock will be facilitated through the Transfer Agent. As a result, you will not be entitled to receive a stock certificate representing your interest in the Shares. Your ability to pledge Shares, and to take other actions, may be limited because you will not possess a physical certificate that represents your Shares. Investors will receive written confirmation from the Transfer Agent upon closing of their purchases. Transfers of the Shares will be recorded on the stock transfer ledger maintained by the Transfer Agent. We have no responsibility for any aspect of the actions of the Transfer Agent. In addition, we have no responsibility or liability for any aspect of the records kept by the Transfer Agent relating to, or payments made on account of investors in, the Shares, or for maintaining, supervising or reviewing any records relating to ownership of Shares. We also do not supervise the systems of the Transfer Agent.

USE OF PROCEEDS TO ISSUER

The maximum gross proceeds from the sale of the Shares in this Offering are $_________,000. The net proceeds from the Offering, assuming it is fully subscribed, are expected to be approximately $________ after the payment of offering costs including legal and accounting costs, and other compliance and professional fees. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.

Hiring of key personnel including sales and technical staff - $721,000

Expansion of Investor Relations management and promotion - $200,000

Market expansion through investment in Brand awareness, partnerships and lead generation services - $575,000

Establishment of new Security Operations Center within Denver Headquarters - $250,000

Continued R&D and platform infrastructure development - $775,000

Increase of Working Capital to Finance Product Sales - $_______,000

Increase in Technical training and certifications - $100,000

Estimated offering costs - $79,000

TOTAL USE OF PROCEEDS - $_____,000

This Offering has a Minimum Offering amount of $300,000. The Company may not close the offering upon reaching such amount, which will not be sufficient for all the intended purposes set out above, and may not even cover the expenses of the offering. In that event it will look to other sources of funds, including debt or equity to fund its operations, although there can be no assurance that such funds will be available.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

THE COMPANY’S BUSINESS

On July 27, 2015, VirtualArmour completed a reverse takeover transaction (the “RTO” or the “Transaction”) with VirtualArmour LLC (“VA LLC” or “VirtualArmour Colorado”). In connection with the closing of the Transaction, VA LLC and VirtualArmour Capital Inc. (“VA Capital”) became wholly-owned subsidiaries of VirtualArmour. Upon completion of the RTO, the shareholders of VA LLC obtained control of the consolidated entity. Under the purchase method of accounting, VA LLC was identified as the acquirer, and accordingly the entity is considered to be a continuation of VA LLC with the net assets of VirtualArmour at the date of the RTO deemed to have been acquired by VA LLC. On October 25, 2016, the Company changed its name from VirtualArmor International Inc. to VirtualArmour International Inc. The Company’s shares trade on the Canadian Securities Exchange (the “CSE”) under the symbol “VAI” and the Company currently has a ticker symbol “VTLR” on the OTCQB Markets.

VA LLC was incorporated on May 4, 2001 in the State of Colorado, United States. VA LLC adopted an Operating Agreement as of the same date, then amended and restated the Operating Agreement on July 15, 2005.

Partner for Success

The Company maintains it capabilities by only partnering with the best in breed technologies to be managed on the Company’s managed services platform. With enterprises continuously adopting new and up to date cybersecurity solutions into their operations, it is imperative for VirtualArmour to strategically on-board technologies that will increase our addressable market to include premier solutions being used by industry leaders. Many businesses across the U.S. are currently using one or more of these technologies in their network and need a strong managed services company to help them monitor the effectiveness of their security platforms and identify any potential threats to their proprietary data. The Company continues to review and expand beyond the current technologies under our managed services platform to include products in the cybersecurity space that are being used by leading companies. Our managed services business serves as a high margin multi-year agreement platform that will contribute to predictable and recurring cash flows in the years to come. We expect this segment of our business to become a larger percentage of our overall business and ultimately become the main driving force to our bottom line.

Professional Services

The Company’s professional services team uses its expertise to reduce reliability risk and time investment associated with implementing solutions. Professional services engineers are qualified to assist clients in designing, implementing, and optimizing solutions for reliable operations and returns on investment. The Company’s team understands the complexities and subtleties inherent in small or large-scale implementations, and will assist clients by providing customized and integrated solutions. It is available for short- and long-term service contracts and can assist clients in strategic consulting, high-level design, migration, conversion, staff augmentation, testing, and knowledge transfer.

On the whole, the Company’s team of professionals is in a position to provide best-in-class networks and security, system reliability, and cost-effective scaling.

Managed Services

The Company’s managed services provide capabilities to protect its customers’ networks. VirtualArmour’s services run 24 hours per day, 7 days per week, 365 days per year through its primary security operations center (“SOC”) located in Middlesbrough, U.K. and a secondary SOC located in Salt Lake City, Utah. The Company is able to leverage decades of experience, tightly integrated software tools and streamlined processes to immediately respond to outages, network issues, and security threats. The managed services offerings span from low-to-high end routing, switching, wireless, and a comprehensive set of security services to complement clients’ in-house teams.

The Company’s managed services team operates out of the U.S. and U.K. with “follow-the-sun” shifts to provide live support with experienced certified engineers. VirtualArmour’s helpdesk offers three levels of customer support: Level 1 handles the creation of tickets, basic troubleshooting and notifications; Level 2 involves the more experienced engineers who can handle more complex troubleshooting and issues and small-to-medium sized projects; and Level 3 comprises the senior engineers who handle bug verification, highly technical issues, and the larger sized projects.

The Company’s engineering team generally maintains ownership of a problem until it is closed or clearly transitioned to a responsible third-party and keeps up-to-date with the latest in hardware, software, and best design practices for its customers’ benefits. Dedicated engineering staff engages in weekly reviews, incident reviews, production of custom escalation and alert procedures, new customer integration and customer specific tasks. VirtualArmour’s team operates flexible and agile processes developed in order to integrate with customers, providing an experience often disregarded by larger service providers in the industry.

Technology

The Company is focused on a short list of key technology and solutions partners across the networking, cloud, and cybersecurity landscapes. Partners are chosen based on market leadership, solution efficacy, and integration or “fit” within the overall set of VirtualArmour offerings. A key foundational partnership the Company has established is with Juniper, a leader in the area of networks and network security. The partnership allows the Company to provide its clients with Juniper’s knowledge and expertise across its entire set of products and solutions. Over time, the Company has evaluated and added additional strategic partners to enhance the suite of VirtualArmour product and service offerings. Additional key partners and technologies include IBM Security’s Qradar Security Intelligence Platform and XGS Network Protection; Netskope, Inc.’s Cloud Enablement and Security Platform; Palo Alto Networks and Crowdstrike solutions.

This combined set of strategically-selected technologies and partners enables the Company to deliver customers a comprehensive selection of security and connectivity solutions backed by a full complement of services ranging from design and architecture to installation, deployment, and ongoing management and support.

The following elements are part of the VirtualArmour technology prevention platform and allow the Company to deliver its suite of services.

All Delivered via our PREVENTION PLATFORM: Prevention is about a unique methodology - VirtualArmour’s unique way of doing business. No security-focused organizations can promise 100% security, 100% of the time, however, through implementing a robust combination of the four pillars outlined above, businesses can rely on a layered approach to protection that is personalized, strategic, built by specialists with market-leading technology and monitored by motivated industry experts.

Customers

Historically and currently, the Company has derived a substantial portion of its revenue from a limited number of customers. The Company currently derives a substantial portion of its revenue from less than ten customers. The Company continues to add new customers. VirtualArmour’s customers include a 13-location data center provider, a Fortune 100 oil and gas company, multiple service providers with presences throughout the United States, and household name enterprise organizations located primarily in the western United States.

Employees

As of September 30, 2017, the Company had a total of 21 full-time employees in the following locations: Denver, CO: 13, Salt Lake City, UT: 7, San Jose, CA: 1. Each member of VirtualArmour’s team supports the three main facets of its business: (1) managed services; (2) professional services; and (3) hardware/software sales, by handling the design, configuration and installation of advanced network and cloud architecture solutions. The Company contracts with 12 independent contractors in the United Kingdom to provide service as well.

Material Contracts

The Company has entered into an IBM Application Specific License Software Agreement with IBM, effective December 31, 2014 (the “IBM Agreement”). The IBM Agreement has an initial term of two years, thereafter the agreement is subject to one year renewals as agreed to by the parties. The IBM Agreement has been renewed by the parties for the 2017 year. Under the terms of the IBM Agreement, the Company is authorized to integrate certain IBM software and appliances into the Company’s solutions and market and distribute the integrated solutions to end users.

In addition, the Company has entered into a Direct Value Added Reseller Agreement with Juniper Networks (US) Inc. (“Juniper”) effective November 19, 2014, as subsequently amended (the “Juniper DVAR Agreement”). The Juniper DVAR Agreement has a term of three years. Under the terms of the Juniper DVAR Agreement, the Company is entitled to discounts on certain Juniper products, is authorized to purchase and re-sell certain Juniper products, and is authorized to provide managed security services and professional services for Juniper products and solutions to customers located in the United States.

Marketing Plan

Expand the Brand

Currently, “VirtualArmour” is viewed as a boutique name in the industry. In order to make the name more well-known, the Company will need to educate existing and potential clients on what its business can offer them. By instituting a structured marketing and public relations effort, the Company’s management anticipates reaching its clients quickly and effectively, thereby driving more viral activity. The Company has been successful in branding itself through its partner manufacturers and intends to continue its efforts in this area.

Grow Sales Team

The Company will continue to focus on its key technology partners Juniper, IBM Security, Palo Alto and Netskope, Inc. with services to support each engagement. Revenue milestones will also be used to determine the appropriate times to bring on additional sales and engineering staff. The Company expects to hire additional sales staff in 2018 to deliver incremental sales growth.

Expand Managed Services Offering

The Company intends to continue to build on its managed services by adding security and management from Juniper and complementary technology manufacturers. Through reviewing and responding to its existing customer demand, the Company anticipates taking on the management of select non-Juniper network appliances such as Cisco and IBM QRadar with add-on products for vulnerability management, risk management and forensics investigation.

The Company currently offers multiple technology partners as a services, hosted, or on-premise solution and is positioned well to add additional products this way. In the industry, a cloud service often comes with an assumption that there is full management and support behind it. Comparatively, the traditional managed service is an add-on that involves an effort to gain acceptance by the client. Management anticipates that the growing familiarity with third-party management of cloud services will lead to faster acceptance and an increase in the Company’s managed services business.

Strengthen Cybersecurity Product Offering

Well-publicized network attacks that have caused website outages, compromised credentials, and exposed credit card information have led to an acceptance that security threats are real and having adequate protection should not be optional. In management’s opinion, clients are or will be looking for complete protection such as that provided by the latest security products. The Company has been strengthening its understanding of the security portfolio including the latest hardware and software appliances.

Outlook

The outlook for 2017 is positive as there continues to be growth within the managed services provider and Cybersecurity space. Margin growth is anticipated from a ramp up in managed services sales and expansions into new markets led by a growing sales, marketing, and service organization. The following strategic goals are designed to increase growth and profitability in both the short term and long term.

1. Sell VirtualArmour as an Exclusive Managed Services Provider. The Company will continue to maintain a clear focus on promoting and executing on our core competencies: managed services, professional services and hardware/software solutions in cooperation with our premier technology partners. VirtualArmour’s service delivery and client experience in the industry is second to none and will continue to broaden our penetration within the enterprise space.

2. Deliver and Communicate Value to our Clients. Bringing a coordinated, customized and a personal service that exceeds our customers’ expectations is critical to differentiating ourselves from our competitors and winning new business. The Company intends to continue to bolster its existing cybersecurity services and product offerings with additional services and technologies that further support and expand the Company’s vision of an end-to-end managed and professional security services company.

3. Increase Service Efficiency and Client Profitability: The Company will continue to evolve our service delivery practice to increase response time, offer proprietary engagement tools and broaden the volume of technologies that are supported. Additional focus will be on leveraging new technology, staff and processes to decrease per client operating expense.

Competition

The Company has several competitors with respect to different aspects of its business, including the following:

• Trace3, Inc. is a cloud computing business that has 12 offices across the United States and a major presence in the greater Denver area. It has existing relationships with the executive teams from most of the top companies in Denver. A significant difference between Trace3 and VirtualArmor is that Trace3 has a relatively large line card (number of manufacturers it represents). This allows Trace3 to supply a variety of networking, security, storage, and server products. Despite this variety, the Company has had success with Juniper customers taking business away from Trace3 based on the Company’s technical knowledge and services.

• Optiv Security Inc., a company formed following the merger between FishNet Security Inc. & Accuvant, Inc., is a source of enterprise security solutions and provides a comprehensive suite of information security strategy and IT security consulting services, managed security services, and technology resale and integration services. The Company competes with Optiv only in the security space, and specifically for business on IBM’s QRadar SIEM.

Optiv’s competitive advantage is its brand recognition and size. However, Optiv’s size makes it a more expensive service and the Company has won head-to-head client opportunities based on providing comparable service at a lower price.

• Dimension Data plc provides and manages IT infrastructure solutions and services and is a relatively new competitor due to the Company’s expansion into and increased business in the San Francisco Bay Area market. Dimension Data’s global presence and ability to serve global customers is its brand promise. While Dimension Data may have a competitive advantage when it comes to servicing customers outside of the United States, the Company is able to deliver the same level of service as Dimension Data within the United States.

• InterVision Systems Technologies Inc. provides IT solutions, infrastructure and services for the cloud ecosystem. As with Dimension Data, InterVision is a relatively new competitor due to the Company’s recent entry into the San Francisco Bay Area. InterVision has had a presence in the Bay Area market for many years and has a strong brand presence and experience with many of the customers the Company is targeting. Despite this, the Company has had success displacing InterVision on several accounts based on its Juniper knowledge, product, and service offerings.

DESCRIPTION OF PROPERTY

The Company maintains its corporate headquarters at 8085 South Chester Street, Suite 108, Centennial, CO 80112 pursuant to an office lease agreement. The office lease agreement commenced in June of 2015 and has a term of 65 months. The space is approximately 3,100 square feet. The Company also operates two security operations centers (“SOC”) 24/7/365. The primary SOC is located in Middlesbrough, U.K. and a secondary SOC is located in Salt Lake City, Utah.

The SOC in Middlesbrough consists of approximately 809 square feet and is subject to a business property lease that commenced November 1, 2016 and expires October 31, 2018 which is between the Landlord and VirtualArmor UK Limited (which is owned by Andrew Douthwaite and Maria Rovardi-Douthwaite). The business property lease is guaranteed by Andrew Douthwaite and Maria Rovardi-Douthwaite, each of whom performs services to the Company as independent contractors. The Company effectively subleases the Middlesbrough location from Virtual Armour UK Limited.

The SOC in Salt Lake City includes two single person offices and one eight person office. The SOC in Salt Lake City is subject to an Avanti Executive Suites Service Agreement that commenced February 1, 2017 and expires February 1, 2018, subject to automatic renewals for subsequent one year periods.

The Company believes that its current office and SOC space is adequate for the Company’s operations but does intend to expand its operations beyond the current space it leases.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement of Forward Looking Information

This Management Discussion and Analysis (the “MD&A”) may include forward-looking statements with respect to business plans, activities, prospects, opportunities and events anticipated or being pursued by the Company and the Company’s future results. These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Statements that include the words “believes,” “expects,” “may,” “will,” “should,” “potential,” “estimates,” “anticipates,” “aim,” “goal” or other comparable terminology and similar statements of a future or forward looking nature identify forward-looking statements. Although the Company believes the assumptions underlying such statements to be reasonable, any of the assumptions may prove to be incorrect. The anticipated results or events upon which current expectations are based may differ materially from actual results or events. Therefore, undue reliance should not be placed on such forward-looking information. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the risk that the Company does not execute its business plan, (3) inability to retain key employees, (4) inability to finance operations and growth, and (5) other factors beyond the Company's control.

Forward-looking statements speak only as of the date of this MD&A and actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based may not occur, and the Company does not undertake to update forward-looking statements except as required by applicable securities laws. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Overall Performance

During the year ended December 31, 2016, the Company recorded revenues of $8,897,092 compared to revenues from the year ended December 31, 2015 of $7,366,309.

During the six months ended June 30, 2017, the Company recorded revenues of $5,831,292 compared to revenues from the six months ended June 30, 2016 of $4,846,776 .

With the global managed services market experiencing continued growth, VirtualArmour increased its year-over-year revenue by 21%. This was achieved through a combination of signing a host of new recurring revenue contracts as well as increasing its levels of engagement with several existing clients. The Company continued to strengthen its market presence through expanded partnerships with the industry’s leading technology vendors. It also added five new partners to its line card, bringing in additional services, expanding its product offering and allowing the Company to successfully penetrate new markets.

VirtualArmour added 34 new clients during 2016. Some of these clients became part of the managed services practice, others professional services and almost all procured hardware and software solutions from the Company. These additions were a direct result of the new sales territories of focus, Bay Area, CA, Pacific Northwest and Texas.

VirtualArmour prides itself on customer retention. 2016 was no different, the Company maintained a customer retention rate of over 96%. With the dramatic growth in customer acquisition coupled with the high customer retention, VirtualArmour is poised to achieve and exceed its revenue goals.

Operating Results

Year Ended December 31, 2016

Hardware and software sales and product support services revenues during the year ended December 31, 2016 were $6,827,014 (2015 was $5,780,084) while managed services revenues were $1,612,192 (2015 was $1,341,142) and professional services revenues were $438,643 (2015 was $235,823). The increase in revenue was due to an increase in the number of customers served as well as the size of orders from new and existing customers. The gross profit as a percentage of revenue was 25.5% in the 2016 period compared to 28.9% in the 2015 period. The decrease in gross profit margin was due primarily to a significant increase in hardware and software sales and product support services, which has a lower gross profit margin as compared to managed and professional services.

The Company recorded a net loss of $2,298,828 ($0.04 per share) for the year ended December 31, 2016 as compared to net loss of $3,403,391 ($0.09 per share) for the year ended December 31, 2015.

The comments below relate to the results of operations:

The Company earned revenue of $8,897,092 during the 2016 year (2015 was $7,366,309). The increase was due primarily to an increase in the number of customers served as well as the size of orders from new and existing customers. The increase reflects an 18% increase in product sales as well as a 30% increase in managed services and professional services.

Cost of sales was $6,624,066 during the 2016 period (2015 was $5,234,615). The increase in cost of sales was due to the corresponding increase in revenue.

General and administrative expenses were $1,507,404 during the 2016 year (2015 was $1,296,891). The increase was due primarily to an increase in salaries ($375,294 vs. $287,013) as well as due to an increase in miscellaneous general and administrative expenditures ($419,417 vs. $270,409). The increases were a result of an increase of corporate level activities and the appointment of new employees.

Research and development expense was $121,242 during 2016 (2015 was $56,305). The expense is comprised of salaries to relevant employees as well as consulting fees.

Sales and marketing expense was $1,727,426 during 2016 (2015 was $1,123,889). The increase in sales and marketing expense was due primarily to the addition of major account sales executives in the San Francisco, the Pacific Northwest and the Texas markets and the addition of a Sales Engineer to support the new major account executives.

During 2015, a listing expense of $4,166,285 was recorded pursuant to the July 27, 2015 reverse takeover transaction (“RTO”) that resulted in the Company becoming a publicly traded corporation. The expense represented the fair value of the shares and warrants issued by VA LLC pursuant to the RTO. Refer to Note 3 of the consolidated 2016 year end financial statements for details. This was a non-recurring expense that did not represent a cash outlay of the Company.

During 2016, the Company recorded a gain on debt settlement as a result of settling amounts owing to a former officer of the Company.

Change in fair value of warrant derivative liabilities represents the change in the value of warrants held by shareholders. The value of the warrants increases as the share price increases. On exercise of these warrants, the value is transferred to share capital at its fair value on the date of exercise. As the share price at December 31, 2016 (and the dates of warrant exercise) was higher than the value at December 31, 2015, the Company recorded a loss on the change in fair value. The loss does not represent a cash outflow to the Company.

Non-cash share-based payments expense fluctuates in accordance with the timing of stock option grants and the Company’s share price, among other factors.

Operating Results

Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016

Hardware and software sales and product support services revenues during the six months ended June 30, 2017 were $4,777,202 (six months ended June 30, 2016 was $3,912,154) while managed and professional services revenues were $1,054,090 (six months ended June 30, 2016 was $934,622). The increase in revenue was due to an increase in the number of customers served as well as the size of orders from new and existing customers. The gross profit as a percentage of revenue was 17.3% in the six months ended June 30, 2017 compared to 25.3% in the six months ended June 30, 2016. The decrease in gross profit margin was due primarily to a significant increase in hardware and software sales and product support services, which has a lower gross profit margin as compared to managed and professional services.

The Company recorded a net loss of $900,524 ($0.02 per share) for the six months ended December 31, 2016 as compared to net loss of $3,134,345 ($0.06 per share) for the six months ended June 30, 2017.

The comments below relate to the results of operations:

The Company earned revenue of $5,831,292 during the six months ended June 30, 2017 (six months ended June 30, 2016 was $4,845,776). The increase was due primarily to an increase in the number of customers served as well as the size of orders from new and existing customers. The increase reflects an 18% increase in product sales as well as a 11% increase in managed services and professional services.

Cost of sales was $4,821,402 during the six months ended June 30, 2017 (six months ended June 30, 2016 was $3,618,634). The increase in cost of sales was due to the corresponding increase in revenue.

General and administrative expenses were $682,769 during the six months ended June 30, 2017 (six months ended June 30, 2016 was $678,431). The increase was due primarily to an increase in salaries as well as due to an increase in miscellaneous general and administrative expenditures. The increases were a result of an increase of corporate level activities and the appointment of new employees.

Sales and marketing expense was $1,131,812 during the six months ended June 30, 2017 (six months ended June 30, 2016 was $759,321). The increase in sales and marketing expense was due primarily to the addition of major account sales executives in the San Francisco, the Pacific Northwest and the Texas markets and the addition of a Sales Engineer to support the new major account executives.

Change in fair value of warrant derivative liabilities represents the change in the value of warrants held by shareholders. The value of the warrants increases as the share price increases. On exercise of these warrants, the value is transferred to share capital at its fair value on the date of exercise. As the share price at June 30, 2017 (and the dates of warrant exercise) was higher than the value at June 30, 2016, the Company recorded a loss on the change in fair value. The loss does not represent a cash outflow to the Company.

Non-cash share-based payments expense fluctuates in accordance with the timing of stock option grants and the Company’s share price, among other factors.

Liquidity and Capital Resources

The Company sells advanced networking and cybersecurity products and solutions to large enterprise and service provider markets. The Company’s ability to meet its obligations, and maintain its current operations is contingent upon successful completion of additional financing arrangements and ultimately generating profitable operations. There are no assurances that the Company will continue to obtain additional financing and/or achieve profitability or positive cash flows. The Company's future capital requirements will depend on many factors, including operating costs, competitive environment and global market conditions.

As at December 31, 2016, the Company had cash of $144,530 and a working capital deficiency of $728,392, compared to cash of $250,812 and working capital deficiency of $1,202,767 as at December 31, 2015.

Cash used in operations was $952,258 for the year ended December 31, 2016, as compared to cash provided by operating activities of $280,632 for the year ended December 31, 2015. The increase in cash used in operating activities during the current year was due primarily to an increase in expenses.

Net cash used in investing activities was $60,070 for the year ended December 31, 2016 as compared to $40,812 provided by investing activities for the year ended December 31, 2015. The 2015 amount includes cash received from the RTO in the amount of $113,011.

Net cash provided by financing activities was $906,046 for the year ended December 31, 2016, compared to an outflow of $166,610 for the year ended December 31, 2015. During 2016, the Company received proceeds from the exercise of warrants of $569,666 and $316,607 of gross proceeds from a July 2016 non-brokered private placement. The Company also received net advances of $130,000 (2015 was $15,000) on its line-of-credit.

Readers are cautioned that a number of factors beyond the control of the Company could result in the Company not being able to sustain its current position. Such factors could include adverse economic conditions, political and regulatory concerns and key individual staffing problems amongst others.

As of December 31, 2016, the Company had a working capital deficiency of $728,392 and an accumulated deficit of $8,443,857. A significant portion of the working capital deficiency was comprised of the third party line of credit arrangements ($445,000). A significant portion of the accumulated deficit was comprised of non-cash accounting expenses such as listing expense ($4,166,285) and the change in fair value of warrant derivative liabilities ($140,769). The Company has funded losses with external debt and related party advances, share issuances and working capital. The existence of these matters creates a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the obtaining of financing necessary to continue operations and, ultimately, on sustaining profitable operations.

On April 20, 2017, the Company entered into an arrangement which will provide the Company with working capital as well as credit and collections support for the related accounts receivables.

As at June 30, 2017, the Company had cash of $126,913 and a working capital deficiency of $1,586,403.

Cash used in operations was $132,913 for the six months ended June 30, 2017, as compared to cash used by operating activities of $191,905 for the six months ended June 30, 2016. The increase in cash used in operating activities during the six months ended June 30, 2017 was due primarily to an increase in expenses.

Net cash used in investing activities was $36,759 for the six months ended June 30, 2017 as compared to $31,656 used in investing activities for the six months ended June 30, 2016.

Net cash provided by financing activities was $152,055 for the six months ended June 30, 2017, compared to $160,406 for the six months ended June 30, 2016. During the six months ended June 30, 2017, the Company received nil proceeds from the exercise of warrants for the six months ended June 30, 2017, compared to $356,651 for the six months ended June 30, 2016.

Financing Activities

During the year ended December 31, 2016, the Company received $569,666 (CAD$735,468) from the exercise of share purchase warrants.

On July 11, 2016, the Company closed a non-brokered private placement by issuing 865,500 units at a price of CAD$0.48 per unit for aggregate gross proceeds of $316,607 (CAD$415,440). Each unit consists of one common share of the Company and one half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one share at a price of CAD$0.75 per share up to January 11, 2018. The Company paid a cash finders’ fee of $15,465, incurred issuance costs of $11,257 and issued 42,275 finders’ warrants valued at $5,143. Each finders’ warrant entitles the holder thereof to acquire one share at a price of CAD$0.75 per share up to January 11, 2018.

Trend information

The Cybersecurity Managed Services sector is growing from $8B in 2015 to $30B in 2020¹. With 554M records stolen in the 1st half of 2016² and increased media coverage of major breaches, VirtualArmour believes it is well positioned to capitalize on this opportunity.

Since starting out in the industry in 2001 we have seen the security landscape change dramatically. Today it’s not good enough to have all the best product without an overall security strategy which envelopes every aspect of an organization. According to Cybersecurity Ventures (a leading research and publisher covering the global cyber economy) most recent quarterly report, global cybersecurity spending is predicted to exceed $1 trillion cumulatively over the next five years, from 2017 to 2021. In 2004, the global cybersecurity market was worth $3.5 billion. In 2017 spending will reach $120 billion. As the only pure play cybersecurity company on the CSE, we have seen an uptick in inquiries over the last several months, driven by an increased understanding of the market and broad media coverage of the growing threat.

We believe our company is ahead of the game as we have the established infrastructure both in people and technology to service clients as well as scale the business.

¹ Research Firm MarketsandMarkets predicting the market for managed security services to grow to $35.5 billion by 2020, up from around $17.8 billion in 2015. For scale, MarketsandMarkets also predicts that the security industry overall, including all parts, will be $202.4 billion by 2021, up from $112.5 billion in 2016.

² Gemalto's Breach Level Index.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Name	Position	Age		Term of Office	Approx. Hours per Week for Part-Time Employees
Executive Officers:
Todd Kannegieter	Chief Executive Officer and Director		57	From March 4, 2015 to present	(1)
Christopher Blisard	Chairman, Director		51	From March 4, 2015 to present	(2)
John Donaldson	Chief Financial Officer		61	From October 9, 2017 to present	(3)

Directors (other than officers listed above):
James Bart Engstrom	Director		58	From June 19, 2015 to present
Robert Morrison	Director		59	From June 19, 2015 to present
Ryan Wade McKinney	Director		42	From June 19, 2015 to present

Significant Employees:
Andrew Douthwaite (4)	VP of Managed Services		37	From April 2007 to present	Full-time
Russ Armbrust	VP of Sales		40	From January 2, 2017 to present	Full-time
Nick Dinsmoor	VP of Strategy and Marketing		43	From December 1, 2016 to present	Full-time
Chad Schamberger	VP of Engineering		35	From January 10, 2010 to present	Full-time
Kyle Duffy	VP of Customer Experience		34	From March 17, 2017 to present	Full-time

(1)

Mr. Kannegieter is an independent contractor with the Company and spends approximately 25 hours per week relating to Company matters.

(2)

Mr. Blisard is an independent contractor with the Company and spends approximately 20 hours per week relating to Company matters.

(3)

Mr. Donaldson is an independent contractor with the Company and spends approximately 5 hours per week relating to Company matters.

(4)

Mr. Douthwaite is an independent contractor with the Company.

Todd Kannegieter

Mr. Kannegieter is Chief Executive Officer and director and has served as a manager and director of VirtualArmour Colorado since 2002, bringing over 30 years of management, business development and operational experience to the position. Mr. Kannegieter’ s experience includes private equity placements, debt issuances, strategic and financial planning, mergers and acquisitions, and management of finance and accounting activities for both domestic and international businesses in the communications and internet services, software development, and network and cybersecurity sectors.

Christopher Blisard

Mr. Blisard is the Chairman and a founder of VirtualArmour Colorado and brings to this position over 26 years of business development, leadership, and operational experience in software development, network security and cybersecurity in both the public and private sectors. Mr. Blisard holds a Bachelor of Science Degree, with a specialization in finance, from Nichols College, Massachusetts, USA. Furthermore, Mr. Blisard serves as the COO of Circadence Corporation (“Circadence”), a position he has held since 1999. By holding responsibility for overall profit and loss and daily operations, development, and sales and marketing, Mr. Blisard directs tactical planning to maximize Circadence’s growth and development.

Throughout his career, Mr. Blisard has created a number of strategic partnerships with prominent industry leaders. His leadership has also been vital to the development of significant business relationships within the defense and security industry including the United States Department of Defense and all branches of the military, Northrop Grumman Corporation, L3 Communications Holdings and others.

John Donaldson

John Donaldson is the Company’s Chief Financial Officer. He is a Colorado CPA with over 35 years experience serving small and large public companies. He has held senior positions, including that of Chief Accounting Officer, within technology companies since 1981 and comes to the role with considerable expertise in corporate governance, risk management, financial reporting, accounting, processes and internal control. For the past five years Mr. Donaldson has worked for Donaldson Consulting Services, Inc. and has provided hands-on solutions to CEOs and CFOs in the areas of SEC reporting, technical accounting, financial reporting, process improvement, internal controls, auditing and special projects. He received his MBA degree in accounting from Michigan State University and his Bachelor of Business Administration degree in accounting from the University of Michigan.

James Bart Engstrom

James Bart Engstrom is currently the Engagement Director for the Denver office of CliftonLarsonAllen LLP. Mr. Engstrom has 31 years of experience in finance and accounting operations. Operationally focused in problem solving and process improvement, Mr. Engstrom started his career with Leprino Foods, worked in Public Accounting at Arthur Andersen, and has 19 years in international business with USWEST International, McDATA Corp, Applied Films and most recently Gates Corporation where he served as the Finance Director of Gates Fluid Power Europe Operations. Working in both international start-ups and in the role of internal audit director, Mr. Engstrom has implemented accounting control processes and administered Sarbanes-Oxley (SOX) compliance efforts. He has successfully developed high performing accounting organizations to support sustainable and scalable growth

Robert George Morrison

For more than 20 years, Robert Morrison has been a dedicated business development executive of technology solutions and services at companies like BF Goodrich, HP, Mentor Graphics, NanoPrint Technologies LLC, IDC, and currently at Hammerhead Industrial Hose. Mr. Morrison has a background in chemical engineering and has leveraged that technical knowledge along with years of sales, marketing, and management experience into developing and implementing solutions and business plans in several markets from software to industrial equipment. Throughout his career, he has exhibited strong business leadership and a genuine passion and ability to assess business needs and opportunities, identify unique and creative solutions, and develop and implement successful long-term business partnerships.

Ryan Wade McKinney

Ryan Wade McKinney has over 16 years of experience in information technology sales and business development. His diverse background of experience includes large enterprise, start-up, turnaround, and high- growth environments. He has a consistent record of driving sales growth via direct-to-consumer sales and partnership building with OEMs, VARs, and system integrators. Mr. McKinney’s multi-industry experience includes both private and public sector knowledge selling complex enterprise hardware, software, and cybersecurity solutions.

Mr. McKinney is currently the Director of Sales and Business Development at Shadow Networks Inc., located in Santa Clara, CA, and is responsible for the daily activities around sales, business development, and strategic partnerships for cybersecurity start-ups. Since its initial funding he has focused his efforts on establishing relationships with global organizations, Fortune 50, and U.S. federal government agencies. Mr. McKinney’s experience working with emerging technologies in cybersecurity enables him to penetrate new markets and establish long term strategic relationships with systems integrators, oil and gas, finance, government, and retail organizations. His focus is on expanding Shadow Networks market by working closely with early adopter partners, defining customer support requirements, and planning future growth within the sales organization.

Previously, Mr. McKinney provided sales and business development leadership for other successful organizations, such as: Circadence (2009-2013) where, as Director of Federal Sales, he maintained the largest existing customer relationships and generated new business with organizations such as DARPA, the Department of State, and the National Guard; Global Technology Resources Inc., where he played an integral part in the rapid growth of the organization from less than USD$30 million to over USD$300 million in revenue; Enterasys Networks (acquired by Extreme Networks), a provider of enterprise class networking hardware; and Tech Data, one of the world’s largest distributors of information technology hardware and software.

Mr. McKinney stays on the forefront of cybersecurity emerging technologies by working with his network of contacts in private equity and the venture capital community in Silicon Valley. His work with SDXCENTRAL enables him to keep his finger on the pulse of market trends. He is also a member of the Armed Forces Communications and Electronics Association (AFCEA). He holds a Bachelor of Science degree in marketing from Florida State University. Furthermore, Mr. McKinney also sits on the board of directors and is Vice President of Global Refuge International, a non-profit organization, providing lifesaving aide to displaced populations in some of the most violent places on earth.

Andrew Douthwaite

Mr. Douthwaite is responsible for the end to end customer experience for the company’s managed services offerings. His role also includes running our network/security operations centers in the UK and Salt Lake City, Utah. Mr. Douthwaite has over 10 years of experience in the industry, including eight years with VirtualArmour in previous positions of Security Engineer and Senior Engineer. Before joining VirtualArmour he held security centric application and web developer positions at Intex Software and well as roles within the telecommunications industry. In 2002, Mr. Douthwaite obtained a BSc in Computer Science.

Russ Armbrust

Mr. Armbrust has over 20 years of experience within world-class technology firms and deep experience across multiple industries. He is responsible for driving the business development opportunities for the Company across North America and Europe. Holding senior leadership across several firms, he has become an expert at growing sales teams, exceeding growth objectives, and bringing value to businesses. Concurrent to his business development role, he is additionally responsible for driving value to VirtualArmour clients though proactive account management and consulting. During the last five years, Mr. Armbrust has held the following positions: VP of Business Development at Axis Technical from October 2015 to January 2017; VP of Business Development at Seeing Machines from March 2013 to October 2015; VP of Operations at Seeing Machines from October 2012 to March 2013.

Nick Dinsmoor

Mr. Dinsmoor leads the VirtualArmour global strategy, marketing, and Investor Relations efforts with over 20 years of marketing, operations and sales experience in the technology, telecommunications and healthcare space. Mr. Dinsmoor has served in a broad range of leadership positions in public and private businesses across markets, with expertise in customer experience and brand management, business development, product management, business transformation and digital marketing. Mr. Dinsmoor holds a Master of Science degree in Technology Management as well as a Bachelor of Arts Degree in Communication. During the last five years, Mr. Dinsmoor has held the following positions: VP of Marketing and Client Information Services at ProService Hawaii from 2014-2016 (in this position he led the management of brand, digital marketing, creative development (product positioning), agency management, sponsorships, events, PR/media and business referral program); Executive Director at Marketing and TV Services from 2010 to 2014 and was responsible for overall TV service experience, content management and partner relationships, application (SaaS) product management, pricing, packaging, offers/promotions for all consumer products.

Chad Schamberger

Chad Schamberger is the VP of Engineering Services of VirtualArmour, and has been employed with the company for almost eight years. Mr. Schamberger manages the pre- and post-sales engineering teams and dedicates 100% of his working time to VirtualArmour. When he joined VirtualArmour, Mr. Schamberger brought over nine years of industry experience to lead VirtualArmour’s sales engineers, network/security engineers, consultants and professional services team. Under his leadership, VirtualArmour’s engineering services business has consistently grown to become an industry leader.

Prior to his current position, Mr. Schamberger served as a sales engineer for Juniper, providing pre-sales support for Juniper’s customers in the Western U.S. Earlier in his career, he served as a sales engineer in telecommunications, providing pre- and post-sales support for large multi-system operators in the Midwest. Mr. Schamberger earned a Bachelor’s degree in electrical engineering from Kansas State University and holds a variety of technical certifications.

Kyle Duffy

Mr. Duffy has over a decade of solution development and customer implementation experience across numerous industries including, mining, manufacturing, energy, transportation, finance and healthcare. He is responsible for expanding the Company’s services and solutions to existing clients as well as developing and implementing action plans to further strengthen customer retention and encourage advocacy of its premier customer experience. Mr. Duffy received a Bachelor of Science in Electrical Engineering from the University of Wyoming in 2006. During the last five years, Mr. Duffy has held the following positions: Sr. Analyst; Sr. Director, Product Services; VP, Product Management & Delivery at Axis Technical Group, LLC from March 2014 to March 2017; Executive Director at Whitestar Holdings, LLC from August 2013 to March 2014; Business Intelligence & Analytics Manager at Alacer Gold Corp. from November 2012 to July 2013; Global Solutions Lead at Newmont Mining Corporation from May 2009 - October 2012.

Family Relationships

Except for independent contractors Andrew Douthwaite and Maria Rovardi-Douthwaite, who are married, there are no family relationships between any director, executive officer or any significant employee.

Involvement in Certain Legal Proceedings.

During the past five years our directors and officers have not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has there been a petition under the federal bankruptcy laws or any state insolvency law ﬁled by or against, or a receiver, ﬁscal agent or similar ofﬁcer appointed by a court for the business or property of any such director or officer during the past five years, or any partnership in which he or she was general partner at or within two years before the date of this Offering Circular, or any corporation or business association of which he or she was an executive ofﬁcer at or within two years before the date of this Offering Circular.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Compensation

The following represents the annual compensation of each of the three highest paid persons who were executive officers or directors during the Company’s last completed fiscal year ended December 31, 2016:

Name	Capacity In Which Compensation Was Received	Cash Compensation ($)		Other Compensation ($)		Total Compensation ($)
Matthew Brennan	President (1)	$	332,446	$	89,808	$	422,254
Andrew Douthwaite	Vice President of Managed Services	$	140,309	$	39,805	$	180,114
Chad Schamberger	VP of Engineering	$	90,000	$	99,623	$	189,623
Aggregate Compensation of the five directors	Directors (2)	$	196,714	$	2,369	$	199,083

(1)	Resigned effective as of May 15, 2017.

(2)	$96,000 cash compensation paid to each Messrs. Kannegieter and Blisard and $4,714 of cash compensation and $2,369 other compensation (consisting of share based compensation) paid to Bill Filtness (a former director) for his Board service .

Employment Agreements

The Company has the following written agreements with the executive officers and directors listed below:

•

On May 1, 2015, the Company entered into a consulting agreement with Todd Kannegieter, Chief Executive Officer of the Company. The consulting agreement has a term of three years. Under the terms of the consulting agreement, the Company has agreed to pay Mr. Kannegieter $8,000 per month and reimburse Mr. Kannegieter for out-of-pocked business expenses. The consulting agreement also contains standard confidentiality and non-interference provisions.

•

On May 1, 2015, the Company entered into a consulting agreement with SilverLeaf Consulting LLC, a company owned and controlled by Christopher Blisard, a director of the Company. The consulting agreement has a term of three years. Under the terms of the consulting agreement, the Company has agreed to pay SilverLeaf Consulting LLC for the services of Mr. Blisard $8,000 per month and reimburse SilverLeaf Consulting LLC for out-of-pocked business expenses. The consulting agreement also contains standard confidentiality and non-interference provisions.

•

On August 1, 2017, the Company entered into a consulting agreement with VirtualArmour, Ltd., a company principally owned by Andrew Douthwaite, Vice President of Managed Services of the Company. The consulting agreement had an initial term of one year, subject to automatic renewals for successive one-year periods unless terminated by the Company or VirtualArmour, Ltd.. Under the terms of the consulting Agreement, the Company has agreed to pay VirtualArmour, Ltd.112,500 GBP per year (approximately $146,000 USD as of the date of this Offering Circular) plus a commission of 2.5% of the gross profit related to the managed service revenue. The consulting agreement also contains standard confidentiality and non-interference provisions.

•

On September 8, 2017, the Company entered into a consulting agreement with Donaldson Consulting Services, Inc., a company owned and controlled by John Donaldson. Under the terms of the consulting agreement, the Company has agreed pay Donaldson Consulting Services, Inc. for the services of Mr. Donaldson $150 per hour and reimburse Donaldson Consulting Services, Inc. for out-of-pocked business expenses. The consulting agreement is terminable upon 60 days prior written notice. The consulting agreement also contains standard confidentiality and non-solicitation provisions.

Employee Stock Option Plan

The Company has adopted a stock option plan (the “Plan”), which provides that the Company’s Board may from time to time, in its discretion, and in accordance with the CSE requirements, grant to directors, officers, and technical consultants to the Company, non-transferable options to purchase shares in the Company (the “VirtualArmour Shares”), provided that the number of VirtualArmour Shares reserved for issuance will not exceed 10% of the issued and outstanding VirtualArmour Shares. The options will be exercisable for a period of up to 5 years from the date of grant. The number of VirtualArmour Shares reserved for issuance to any individual in any 12-month period under the Plan will not exceed five percent (5%) of the issued and outstanding VirtualArmour Shares and the number of VirtualArmour Shares reserved for issuance to one consultant in any 12-month period under this Plan will not exceed two percent (2%) of the issued and outstanding VirtualArmour Shares.

Security Ownership of Management and Certain Securityholders

As of September 30, 2017, the Company had 55,769,447 shares of common stock outstanding. The following sets forth certain information about the number of common shares owned by (i) each person (including any group) known to us that beneficially owns 10% percent or more of the common shares (the only class of the Company’s voting securities), (ii) each of our directors and named executive officers, and (iii) all named executive officers and directors as a group. Unless otherwise indicated, the shareholders possess sole voting and investment power with respect to the shares shown and each shareholder has a business address of 8085 S. Chester Street, Suite 108, Centennial, CO 80112 .

Title of class	Name and address of Beneficial owner	Amount and nature of beneficial ownership (1)		Amount and nature of beneficial ownership acquirable (2)			Percent of Class (3)
Common Stock	Christopher Blisard		16,263,026		749,901			30.0	%

Common Stock	Todd Kannegieter		15,286,955		701,517			28.3	%

Common Stock	John Donaldson		--		--			*

Common Stock	James Bart Engstrom		--		32,500			*

Common Stock	Robert Morrison		--		32,500			*

Common Stock	Ryan Wade McKinney		--		32,500			*

Common Stock	Andrew Douthwaite		--		874,500	(4)		1.5	%

Common Stock	Russ Armbrust		--		--			*

Common Stock	Nick Dinsmoor		--		--			*

Common Stock	Chad Schamberger		--		874,500			1.5	%

Common Stock	All directors and executive officers as a group (ten persons)		31,549,981		3,297,918			61.3	%

* Less than 1%.

(1)

Under Rule 13d-3 of the 1934 Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

(2)

Calculated in accordance with Rule 13d-3(d)(1). Shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. Consists of options to purchase common stock and unless otherwise specified, granted pursuant to the Company’s equity incentive plan.

(3)	Calculated in accordance with Rule 13d-3. Percentages are rounded to the nearest one-tenth of one percent.

(4)	Mr. Douthwaite’s business address is Boohoo One, Rooms S13 & S13A, Bridge Street West, Middlesbrough, UK.

Interest of Management and Others in Certain Transactions

The Company has entered into two secured promissory notes with Todd Kannegieter, the Chief Executive Officer and a director of the Company, pursuant to which Mr. Kannegieter agreed to provide a revolving line of credit (the “Kannegieter LOC”) of an aggregate amount of up to $290,000. The amounts are secured by a lien on all of the assets of the Company, bear interest at 7% per annum and are due on demand. As of September 30, 2017, the Company is indebted to the Mr. Kannegieter under the Kannegieter LOC of the Company for $261,047 for advances provided to the Company under this loan and interest accrued on the outstanding balance.

In addition to the Kannegieter LOC, the Company has amounts owing to Todd Kannegieter, a director and officer of the Company in the amount of $191,000 for compensation. These amounts are included in payroll liabilities. The amounts owing are unsecured, non-interest bearing and due on demand.

On June 15, 2015, VA LLC issued $400,000 of promissory notes to Mark Precious, a former officer of VA LLC. Pursuant to the promissory note agreements, the Company made a payment of $35,000 on June 15, 2015. The remaining principal amount of the note was payable in 36 equal blended instalments beginning July 1, 2015. During the year ended December 31, 2016, the terms of the promissory notes were amended. Effective February 29, 2016, the Company and the former officer agreed that the Company will pay 25% of the remaining principal balance as part of the resolution of a dispute between the parties. The Company recorded a gain on debt settlement of $150,803, net of legal fees of $64,878. The promissory notes were repaid in six equal instalments beginning March 1, 2016 and ending on August 1, 2016. The promissory notes bore interest at 4.5% per annum. As at December 31, 2016, the balance of the promissory notes was $nil (2015 - $304,289).

On June 15, 2015, the Company repurchased 606,961 membership unit warrants from Mark Precious, a former officer of the Company.

During the year ended December 31, 2015, the Company incurred $11,842 (2014 - $10,800) of employee benefits for Mark Precious, a former officer of the Company.

On June 1, 2017, the Company entered into a secured promissory note with Christopher Blisard in the amount of $90,000, which as of September 30, 2017, the outstanding balance of principal and interest was $93,327.

Securities Being Offered

The Company is offering 11,153,889 of its common stock. The Company’s authorized capital consists of 300,000,000 shares of common stock, of which 55,769,447 are issued and outstanding as at the date of this Offering Circular.

Common Stock

Dividend Rights

Holders of Common Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds. The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Voting Rights

Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the shareholders, including the election of directors.

Right to Receive Liquidation Distributions

In the event of the Company's liquidation, dissolution, or winding up, subject to the rights of holders of any shares ranking in priority to or on a parity with the Shares, holders of its Common Stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of the Company's debts and other liabilities.

Rights and Preferences

Holders of the Company's Common Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the Company's Common Stock.

Transfer Agent

The Company has engaged Computershare Investor Services Inc. to serve as transfer agent to maintain shareholder information on a book-entry basis.

Preferred Stock

The Company has no shares of preferred stock outstanding or authorized.

Options and Warrants

The Company has issued warrants and options to purchase its Common Stock. The table below represents the options and warrants outstanding as at September 30, 2017:

Security	Number		Exercise Price		Expiry date
Stock Options		1,424,000		U.S.$ 0.10	July 27, 2020
Stock Options		2,526,418		U.S.$ 0.10	July 31, 2020
Stock Options		100,000	CAD$ 0.47		April 6, 2021
Stock Options		100,000	CAD$ 0.44		August 19, 2021
Stock Options		1,585,000	CAD$ 0.30		March 23, 2022
Stock Options		625,000	CAD$ 0.41		June 12, 2022
Warrants		475,025	CAD$ 0.75		January 11, 2018

The Board of Directors has adopted a stock option plan (the “Stock Option Plan” or “Plan”) whereby a maximum of 10% of the issued and outstanding Shares, from time to time, may be reserved for issuance pursuant to the exercise of options. Under the terms of the Stock Option Plan, options may be granted only to: (i) employees, officers, directors, and consultants of the Company; (ii) employees, officers, directors, and consultants of an affiliate of the Company; and (iii) any other person deemed suitable by the Board to receive options to purchase common shares.

The exercise price of any option when granted may not be less than the greater of the closing market price of the common shares on: (a) the last trading day immediately preceding the date of grant of the option; and (b) the date of grant of the option; provided however, that if the common shares are not listed on any securities exchange, the exercise price may not be less than the fair market value of the common shares as may be determined by the Board of Directors on the day immediately preceding the date of the grant of such option. The options are settled in shares.

The options are non-assignable and non-transferable. Options granted under the Stock Option Plan have a maximum term of five years and can only be exercised by the optionee as long as the optionee remains an eligible optionee pursuant to the Stock Option Plan or within 90 days (or as otherwise determined by the Board of Directors) after ceasing to be an eligible optionee, or, if the optionee dies, within one year from the date of the optionee’s death.

Escrow shares and shares subject to contractual restrictions on transfer

On July 27, 2015, the Company entered into stock restriction agreements with certain shareholders of the Company (the “Stock Restriction Agreements”). In addition, on October 8, 2015, the Company entered into an escrow agreement with certain shareholders of the Company (the “Escrow Agreement”). A total of 35,774,990 common shares of the Company were subject to restriction on transfer pursuant to the Stock Restriction Agreements or placed into escrow under the Escrow Agreement.

Under the terms of the Stock Restriction Agreement and the Escrow Agreement, restricted and escrowed shares may not be transferred except in the case of certain permitted transfers. These restricted shares and escrow shares will be released as follows:

Date of Automatic Timed Release	Amount of Escrow Shares Released

On the date that the Company’s common shares were listed on the CSE, November 24, 2015	1/10 of the escrow shares
6 months after the listing date	1/6 of the remainder of the escrow shares
12 months after the listing date	1/5 of the remainder of the escrow shares
18 months after the listing date	1/4 of the remainder of the escrow shares
24 months after the listing date	1/3 of the remainder of the escrow shares
30 months after the listing date	1/2 of the remainder of the escrow shares
36 months after the listing date	The remainder of the escrow shares

On December 22, 2015, an additional 4,088,716 common shares of the Company were placed into escrow by certain officers of the Company that were to be released in six equal installments. As of the date of this Offering Circular, all of the shares under the December 22, 2015 escrow agreement have been released.

On March 15, 2016, the Company cancelled 2,998,392 common shares which were being held in escrow for $nil consideration. In conjunction with this transaction, existing shareholders agreed to voluntarily escrow 3,000,000 common shares on March 15, 2016, to be released in five equal blocks on a quarterly basis over the next 18 months. As of the date of this Offering Circular, all of the shares under the March 15, 2016 escrow agreement have been released.

Further, there were 184,800 other shares that were subject to contractual restrictions on transfer pursuant to a stock restriction agreement (the “Planco Stock Restriction Agreement.”). Pursuant to the terms of the Planco Stock Restriction Agreement, 10% of the restricted shares were released three months after the date that the common shares were listed on the CSE, 20% of the remainder of the restricted shares were released 6 months after the listing date, 20% of the remainder of the restricted shares were released 12 months after the listing date, and the remainder were released 18 months after the listing date. As of the date of this Offering Circular, all the shares under the Planco Stock Restriction Agreement have been released.

As of September 30, 2017, 17,189,391 common shares remained in escrow or subject to stock transfer restrictions.

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	Notes		December 31, 2016 $			December 31, 2015 $

ASSETS

Current
Cash				144,530			250,812
Accounts receivable				1,646,663			1,705,268
Other receivables				271,771			270,806
Prepaid expenses				150,253			55,874

Total Current Assets				2,213,217			2,282,760

Property and equipment		4		277,403			417,679
Intangible assets		5		36,857			46,069

Total Assets				2,527,477			2,746,508

LIABILITIES
Current

Accounts payable and accrued liabilities		6		2,157,864			2,263,556
Deferred revenue				84,000			126,000
Derivative liabilities		7		29,762			504,593
Line-of-credit		8		445,000			315,000
Leases		9		72,777			101,606
Due to related parties		16		152,206			174,772

Total Current Liabilities				2,941,609			3,485,527

Leases		9		80,817			136,937
Due to related parties		16		-			185,615

Total Liabilities				3,022,426			3,808,079
Going concern (Note 1)
Subsequent events (Note 18)
STOCKHOLDERS’ DEFICIT

Share capital				6,284,418			3,650,715
Additional paid-in capital				1,664,490			1,432,743
Deficit				(8,443,857	)		(6,145,029	)

Total Stockholders’ Deficit				(494,949	)		(1,061,571	)

Total Liabilities and Stockholders’ Deficit				2,527,477			2,746,508

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


	Notes		2016 $			2015 $


Revenue		14		8,897,092			7,366,309
Cost of sales		15		(6,624,066	)		(5,234,615	)

Gross Profit				2,273,026			2,131,694

Expenses
General and administrative		15		1,507,404			1,296,891
Research and development		15		121,242			56,305
Sales and marketing		15		1,727,426			1,123,889

Total Expenses				3,356,072			2,477,085

Loss from Operations				(1,083,046	)		(345,391	)

Other Income (Expense)
Interest expense		16		(56,065	)		(61,466	)
Listing expense				-			(4,166,285	)
Change in fair value of derivative liabilities		7		(1,310,520	)		1,169,751
Gain on debt settlement, net		16		150,803			-

Net Loss and Comprehensive Loss for the year				(2,298,828	)		(3,403,391	)

Loss per share – basic and diluted				(0.04	)		(0.09	)

Weighted average number of shares outstanding				52,970,099			38,718,147

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

	Common Shares / Membership Units #			Share Capital / Members’ Contributions $			Additional Paid-in Capital $			Deficit $			Total $

Balance, December 31, 2014		2,000,000			905,991			1,444,998			(2,601,868	)		(250,879	)

Fair value of membership unit purchase warrants issued for financing fees		-			-			17,682			-			17,682
Fair value of membership unit purchase warrants issued		-			-			4,987			-			4,987
Reclassification of stock-based compensation liability related to Phantom Plan Units to equity		-			-			1,343			-			1,343
Incremental cost of Phantom Plan Units		-			-			868			-			868
Repurchase of membership units, Phantom Plan units and warrants		(220,000	)		-			(260,230	)		(139,770	)		(400,000	)
Exercise of membership unit purchase warrants		934,905			170,724			(170,724	)		-			-
Share exchange agreement		40,000,000			-			-			-			-
Shares issued for Reverse Takeover Transaction		11,700,000			2,574,000			-			-			2,574,000
Cancellation of original Membership Units		(2,714,905	)		-			-			-			-
Modification of options		-			-			324,596			-			324,596
Stock-based-compensation – vesting of options		-			-			69,223			-			69,223
Net loss		-			-			-			(3,403,391	)		(3,403,391	)

Balance, December 31, 2015		51,700,000			3,650,715			1,432,743			(6,145,029	)		(1,061,571	)

Pursuant to private placement		865,500			316,607			-			-			316,607
Less:
Fair value of warrants issued as part of units		-			(52,649	)		-			-			(52,649	)
Fair value of finders’ warrants		-			(5,143	)		5,143			-			-
Cash finders’ fees		-			(15,465	)		-			-			(15,465	)
Share issuance costs		-			(11,257	)		-			-			(11,257	)
Exercise of share purchase warrants		6,202,339			569,666			-			-			569,666
Share issuance costs		-			(6,056	)		-			-			(6,056	)
Cancellation of shares		(2,998,392	)		-			-			-			-
Transfer value on exercise of share purchase warrants		-			1,838,000			-			-			1,838,000
Stock-based compensation – vesting of options		-			-			226,604			-			226,604
Net loss		-			-			-			(2,298,828	)		(2,298,828	)

Balance, December 31, 2016		55,769,447			6,284,418			1,664,490			(8,443,857	)		(494,949	)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

	2016 $			2015 $

Cash Flows (Used In) Provided By Operating Activities

Net loss for the year		(2,298,828	)		(3,403,391	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		209,558			161,763
Bad debt expense		9,000			-
Stock-based compensation		226,604			399,674
Stock-based compensation issued for financing fees		-			17,682
Listing expense		-			4,166,285
Change in fair value of stock-based compensation liabilities		-			1,007
Change in fair value of derivative liabilities		1,310,520			(1,169,751	)
Gain on debt settlement, excluding legal fees		(215,681	)		-

Changes in operating assets and liabilities:
Accounts receivable		58,605			(1,162,057	)
Other accounts receivable		(9,965	)		(109,837	)
Prepaid expenses		(94,379	)		(48,161	)
Accounts payable and accrued liabilities		(169,573	)		1,331,814
Deferred revenue		(42,000	)		126,000

		(1,016,139	)		311,028

Interest paid		(63,881	)		(30,396	)

Net Cash (Used In) Provided By Operating Activities		(952,258	)		280,632

Cash Flows (Used In) Provided By Investing Activities

Purchase of office facilities and equipment		(60,070	)		(72,199	)
Cash received from RTO		-			113,011

Net Cash (Used In) Provided By Investing Activities		(60,070	)		40,812

Cash Flows Provided By (Used In) Financing Activities

Proceeds from the exercise of warrants		569,666			-
Proceeds from a private placement of units		316,607			-
Share issuance costs		(32,778	)		-
Advances from line-of-credit arrangements		805,000			275,000
Repayment of line-of-credit arrangements		(675,000	)		(260,000	)
Repayment of leases		(84,949	)		(109,154	)
Due to related parties		7,500			(72,456	)

Net Cash Provided By (Used In) Financing Activities		906,046			(166,610	)

(Decrease) Increase In Cash		(106,282	)		154,834
Cash – Beginning of the Year		250,812			95,978

Cash – End of the Year		144,530			250,812


Non-cash Investing and Financing Activities:
42,275 finders’ warrants issued		5,143			-
Transfer value on exercise of share purchase warrants		1,838,000			-
Property and equipment financed under financing leases		-			214,298
Notes payable issued to repurchased membership units, Phantom Plan units and warrants		-			400,000

Notes to Consolidated Financial Statements

1. Organization, Nature of Operations, and Going Concern

VirtualArmour International Inc. (formerly VirtualArmor International Inc.) (“VA Intl” or the “Company”) was incorporated on March 4, 2015 in the State of Colorado. The registered office of the Company is 8085 S. Chester Street, Suite 108, Centennial, Colorado, United States. Effective October 25, 2016, the Company changed its name from VirtualArmor International Inc. to VirtualArmour International Inc. The Company sells advanced networking and cybersecurity products and solutions to large enterprise and service provider markets. The solutions provided by the Company run the full project life cycle from initial design, through professional and managed services. The Company delivers its products and services by working as a Business Partner with well-established and respected technology partners such as: Juniper Networks, IBM Security, Netskope, Palo Alto Networks, and others. The Company’s shares trade on the Canadian Securities Exchange (the "CSE") under the symbol “VAI”.

On July 27, 2015, VA Intl completed a reverse takeover transaction (the “RTO” or the “Transaction”) with VirtualArmor LLC (“VA LLC”). In connection with the closing of the transaction, VA LLC and VirtualArmor Capital Inc. (“VA Capital”) became wholly-owned subsidiaries of VA Intl. Upon completion of the RTO, the shareholders of VA LLC obtained control of the consolidated entity. Under the purchase method of accounting, VA LLC was identified as the acquirer, and accordingly the entity is considered to be a continuation of VA LLC with the net assets of VA Intl at the date of the RTO deemed to have been acquired by VA LLC.

These consolidated financial statements have been prepared on a going concern basis which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company had a net loss of $2,298,828 during the year ended December 31, 2016. As of December 31, 2016, the Company has a working capital deficiency of $728,392 and an accumulated deficit of $8,443,857. A significant portion of the working capital deficiency is comprised of the line of credit arrangements ($445,000). A significant portion of the accumulated deficit is comprised of non-cash accounting expenses such as listing expense ($4,166,285) and the change in fair value of warrant derivative liabilities ($140,769). The Company has funded losses with external debt and related party advances, share issuances and working capital. The existence of these matters creates a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the obtaining of financing necessary to continue operations and, ultimately, on sustaining profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amount and classification of liabilities and the reported revenue and expenses that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

Subsequent to the year ended December 31, 2016, the Company entered into an Invoice Purchase Agreement dated April 20, 2017 (Note 18) which will provide the Company with working capital as well as credit and collections support for the related accounts receivables.

2. Significant Accounting Policies

Basis of presentation and principles of consolidation

These consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles.

These consolidated financial statements include the financial statements of all subsidiaries subject to control by the Company, which include VA LLC and VA Capital and are presented in U.S. dollars. The functional currency of the Company and all of its wholly-owned subsidiaries is the U.S. dollar.

All inter-company transactions and balances are eliminated.

2. Significant Accounting Policies (continued)

Use of estimates

The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of property and equipment, valuation of intangible assets, stock-based compensation, capitalization of lease obligations, valuation of deferred revenue, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of acquisition to be cash equivalents. As at December 31, 2016 and 2015, the Company had no cash equivalents.

Accounts receivable

Accounts receivable, net of allowance for doubtful accounts, includes amounts due from customers and amounts owed from vendors. The Company maintains allowances for potential credit losses related to doubtful accounts. Current economic conditions, historical information, reasons for the accounts being past-due and line of business from which the customer accounts receivable arose are all considered when determining whether allowances should be made for past-due accounts; the same factors are considered when determining whether to write off amounts charged to the allowance for doubtful accounts against the customer accounts receivable. The Company establishes an allowance for doubtful accounts based on the age of the receivable and the specific identification of receivables the Company considers at risk. No customer accounts receivable are written off directly to the bad debt expense unless the customers file for bankruptcy or the Company has confirmed that the receivable is uncollectible. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis.

Property and equipment

Property and equipment consist of computer equipment and office furniture and fixtures, and are measured at cost less accumulated depreciation and impairment losses. Property and equipment are depreciated on a straight-line basis over their expected useful life. The estimated useful lives for the current and comparative periods are as follows:

Computer equipment: 4 years
Furniture and fixtures: 5 years

Residual values and useful economic lives are reviewed at least annually, and adjusted if appropriate, at each financial year end. Subsequent expenditures relating to an item of office facilities and equipment are capitalized when it is probable that future economic benefits from the use of the assets will flow to the Company and the costs can be measured reliably. All other subsequent expenditures are recognized as repairs and maintenance expenses during the period in which they are incurred. Assets are derecognized when they are no longer in use. Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized net within other income in the consolidated statement of operations.

2. Significant Accounting Policies (continued)

Intangible assets

Intangible assets include software development costs and are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statement of operations on a straight-line basis over the estimated useful life of 8 years, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Amortization methods, useful lives, and residual values are reviewed at each financial year end and adjusted if appropriate. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying value over the fair value of the asset.

Impairment of long-lived assets

In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Leases

A lease that transfers substantially all of the benefits and risks of ownership is classified as a capital lease. At the inception of a capital lease, an asset and a payment obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the property’s fair market value. Assets classified as capital leases are amortized using the straight-line method, over their estimated useful lives. All other leases are accounted for as operating leases and rental payments are expensed as incurred.

Stock-based compensation

The Company records stock-based compensation in accordance with ASC 718 “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Revenue recognition

The Company derives revenue from the sale of hardware and software, managed security services, product support services, and other consulting services. In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the amount is fixed and determinable, and collectability is reasonably assured.

Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. If collectability is not considered reasonably assured at the time of sale, the Company does not recognize revenue until collection occurs.

2. Significant Accounting Policies (continued)

Foreign currency translation

The Company’s entities' functional and reporting currency is the U.S. dollar. Management has adopted ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Revenues and expenses in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Gains and losses arising on translation of foreign currency denominated transactions or balances are included in the consolidated statement of operations.

Financial instruments and fair value measures

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, derivative liabilities, line-of-credit arrangements, leases, and amounts due to related parties. Pursuant to ASC 820, the fair values of cash are determined based on “Level 1” inputs and derivative liabilities are based on “Level 3” inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company operates in the U.S. and its cash is held in U.S. dollars and Canadian dollars. As December 31, 2016, the Company had Cdn$10,935 of cash and Cdn$80,790 of accounts payable accrued liabilities. Accordingly, the Company believes there is no significant exposure to foreign currency fluctuations.

Income taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

2. Significant Accounting Policies (continued)

Earnings (loss) per share

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at December 31, 2016, the Company has 6,882,443 (2015 – 15,548,043) potentially dilutive shares outstanding.

Comprehensive income (loss)

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. For the years ended December 31, 2016, and 2015, the Company had no items impacting comprehensive income (loss).

Recent accounting pronouncements

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which updated the guidance in ASC Topic 606, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this update deferred the effective date for implementation of ASU 2014-09 by one year and is now effective for annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that period. In April 2016, FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and in May 2016, ASU 2016-12, Revenues from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients both of which provide supplemental adoption guidance and clarification to ASU 2014-09. ASU 2016-10 and ASU 2016-12 must be adopted concurrently with the adoption of ASU 2014-09.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Reverse Takeover Transaction

On March 4, 2015, Blueprint Corporate Services Inc. (“Planco”), VA Intl, VA Capital and VA LLC entered into an Arrangement Agreement, whereby all parties agreed to consummate the purchase of VA Intl by VA LLC by way of a share exchange, with VA LLC and VA Capital becoming wholly-owned subsidiaries of VA Intl. Pursuant to the Transaction the following transactions took place:

•

VA Capital acquired from Planco 10,000 common shares of VA Intl, representing 100% of the outstanding shares of VA Intl (the “Purchased Shares”), for consideration of Cdn$10,000.

•

The holders of the issued and outstanding VA Capital common shares received one VA Intl common share for each one VA Capital common share. As a result, VA Intl issued 11,400,000 common shares and 11,400,000 common share purchase warrants in exchange for all the outstanding common shares and share purchase warrants of VA Capital. The terms of the VA Intl warrants are the same as the original terms of the VA Capital warrants. This exchange has been accounted for as a recapitalization of VA Intl.

•

VA Intl issued 300,000 of its common shares (the “Distribution Shares”) to Planco in exchange for 1,000 common shares of Planco (the “Exchange Shares”).

•

The Distribution Shares were distributed to the shareholders of Planco on a one-to-one basis according to their shareholdings.

•

The 10,000 Purchased Shares were cancelled.

•

VA Intl issued 40,000,000 common shares to acquire 2,714,905 membership units of VA LLC, representing 100% of the outstanding membership units of VA LLC. In addition, VA Intl granted 3,587,418 stock options in exchange for the existing 1,781,418 membership unit purchase warrants of VA LLC. VA LLC also cancelled 1,214,357 existing membership unit purchase warrants for no consideration.

Upon completion of the Transaction on July 27, 2015, the consolidated entity continued to carry on the business of VA LLC and became a reporting issuer in Alberta and British Columbia.

As a result of the Transaction, the former members of VA LLC, for accounting purposes, were considered to have acquired control of VA Intl and VA Capital. Accordingly, the Transaction was accounted for as a reverse takeover that was not a business combination and effectively was a capital transaction of VA LLC. VA LLC, as a result of having obtained control of VA Intl and VA Capital, has been treated as the accounting parent company (legal subsidiary) and VA Intl and VA Capital have been treated as the accounting subsidiaries (legal parent) in these consolidated financial statements. As VA LLC was deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since incorporation are included in these consolidated financial statements at their historical carrying values. VA Intl and VA Capital’s results of operations have been included from July 27, 2015, the date of the Transaction.

For purposes of the Transaction, the consideration received was the fair value of the net assets of VA Intl and VA Capital, which on July 27, 2015 was $82,059. This amount was calculated as follows:

	$

Fair value of 11,700,000 shares issued at $0.22 per share		2,574,000
Fair value of 11,400,000 warrants issued		1,674,344

Aggregate fair value of consideration paid		4,248,344

Cash		113,011
Prepaids		7,713
Accounts payable and accrued liabilities		(38,665	)

Net assets acquired		82,059

Listing expense		4,166,285

The fair value of the shares issued was based on management’s assessment of the fair value per share.

The fair value of 11,400,000 warrants was estimated using the Black-Scholes option pricing model with the following assumptions: stock price - $0.22; exercise price - $0.08; risk-free interest rate – 0.85%; expected life – 0.7 years; expected volatility – 100%; and expected dividends - $nil.

4. Office Facilities and Equipment

	Computer equipment			Furniture and fixtures		Total
Cost		$			$		$

Balance at December 31, 2014		640,999			27,564		668,563

Additions		283,475			3,022		286,497
Dispositions		(111,654	)		-		(111,654	)

Balance at December 31, 2015		812,820			30,586		843,406

Additions		60,070			-		60,070

Balance at December 31, 2016		872,890			30,586		903,476

Accumulated Depreciation

Balance at December 31, 2014		358,065			26,767		384,832

Depreciation		151,672			877		152,549
Dispositions		(111,654	)		-		(111,654	)

Balance at December 31, 2015		398,083			27,644		425,727

Depreciation		197,404			2,942		200,346

Balance at December 31, 2016		595,487			30,586		626,073

Carrying Amounts

Balance at December 31, 2015		414,737			2,942		417,679

Balance at December 31, 2016		277,403			-		277,403

The depreciation expense recognized by the Company in each period presented is included in general and administrative expenses.

5. Intangible Assets

	Software development costs
Cost		$

Balance at December 31, 2014, 2015, and 2016		73,711

Accumulated Amortization

Balance at December 31, 2014		18,428

Amortization		9,214

Balance at December 31, 2015		27,642

Amortization		9,212

Balance at December 31, 2016		36,854

Carrying Amounts

Balance at December 31, 2015		46,069

Balance at December 31, 2016		36,857

The amortization expense recognized by the Company in each year presented is included in general and administrative expenses.

6. Accounts Payable and Accrued Liabilities

	December 31, 2016		December 31, 2015
		$		$

Trade payables and accrued liabilities		1,841,145		1,968,239
Payroll liabilities		303,735		264,804
Interest payable		-		7,816
Sales tax payable		12,984		22,697

Total accounts payable and accrued liabilities		2,157,864		2,263,556

7. Derivative Liabilities

The Company has share purchase warrants exercisable into common shares at an exercise price denominated in Canadian dollars while the Company’s functional currency is the U.S. dollar. As a variable amount of U.S. dollars are exercisable into a fixed number of common shares, the share purchase warrants are classified as derivative liabilities.

	$

Balance – December 31, 2014	-
11,400,000 warrants issued pursuant to the reverse takeover	1,674,344
Change in fair value of warrant derivative liabilities	(1,169,751	)

Balance – December 31, 2015	504,593

Transfer on exercise of share purchase warrants	(1,838,000	)
432,750 warrants issued pursuant to a private placement of units (Note 12b)	52,649
Change in fair value of warrant derivative liabilities	1,310,520

Balance – December 31, 2016	29,762

As at December 31, 2016 and 2015, the fair value of warrant derivative liabilities was estimated using the Black-Scholes option pricing model with the following assumptions:

	2016			2015

Risk-free interest rate		0.73	%		0.85	%
Expected life	1.03 years			0.6 years
Expected volatility		126	%		100	%
Expected dividends	$nil			$nil

8. Line-of-Credit

On February 13, 2014, the Company entered into a line-of-credit arrangement for $450,000 which was due on February 13, 2015 (the “LOC”). The due date has been extended on multiple occasions, with the current due date being May 25, 2017. The LOC bears interest at a variable interest rate equal to the Wall Street Journal Prime Rate plus 1% per annum. The LOC is secured by all assets of the Company and is guaranteed by two members of the Board of Directors.

9. Leases

The Company has equipment leases secured by specific computer equipment. The terms and the outstanding balances as at December 31, 2016 and 2015 are as follows:

	December 31, 2016		December 31, 2015
		$		$

Contrail Cloud, equipment lease repayable in monthly instalments of $2,517 including interest at 4.47% per annum, due in April 2018.		35,506		64,386

Western Equipment Finance, equipment lease repayable in monthly instalments of $1,985 including interest at 4.38% per annum, due in November 2020		76,526		96,064

De Lage Landen Financial Services, Inc., equipment lease payable in monthly instalments of $1,551 including interest at 2.07% per annum, due in June 2017.		8,765		26,295

SHI International, equipment lease repayable in monthly instalments of $802 including interest at 4.63% per annum, due in January 2018.		9,159		17,614

SHI International, equipment lease repayable in monthly instalments of $359 including interest at 4.63% per annum, due in March 2018.		4,730		8,515

Western Equipment Finance, equipment lease repayable in monthly instalments of $600 including interest at 4.58% per annum, due in September 2019		18,908		-

Western Equipment Finance, equipment lease repayable in monthly instalments of $1,305 including interest at 9.08%, due in June 2016.		-		6,154

Western Equipment Finance, equipment lease repayable in monthly instalments of $1,951 including interest at 6.67%, due in December 2016.		-		19,515

		153,594		238,543

Less: current portion		72,777		101,606

Long-term portion		80,817		136,937

Future minimum lease payments related to capital lease obligations are as follows:

			$

Not later than one year			84,471
Later than one year and not later than five years			95,514

Subtotal			179,985

Less: imputed interest			26,391

Subtotal			153,594

Less: current portion			72,777

Long-term portion			80,817

10. Membership Units

VA LLC was authorized to issue 10,000,000 Class A and 2,000,000 Class B Membership units without par value.

As at December 31, 2014, VA LLC had 2,000,000 Class A Membership Units issued and outstanding. On June 15, 2015, 220,000 Cass A Membership Units were purchased from a related party (Note 16) and cancelled. On July 27, 2015, 1,195,791 membership unit purchase warrants were exercised and VA LLC issued 934,905 Class A Membership Units to the warrant holders. On July 27, 2015, in connection with the RTO (Note 3), VA Intl issued 40,000,000 common shares VA LLC’s members in exchange for all 2,714,905 issued and outstanding Class A Membership Units of VA LLC. The Company has no outstanding Class A Membership Units.

As at December 31, 2014, VA LLC had 40,000 Class B Membership Units issued and outstanding. On June 15, 2015, the 40,000 Cass B Membership Units were purchased from a related party and cancelled. The Company has no outstanding Class B Membership Units.

11. Membership Unit Purchase Warrants

During the year ended December 31, 2014, VA LLC issued 269,760 membership unit purchase warrants (“MUW”s) to two officers to purchase 269,760 Class A membership units of the Company. In addition, VA LLC issued 517,940 MUWs to settle accrued compensation of $192,000 owed to two officers of the Company. The MUWs entitled the holders to purchase, in aggregate, 517,940 Class A membership units of VA LLC.

On June 15, 2015, 706,961 MUWs were purchased from a related party (Note 16) and cancelled.

On July 27, 2015, 1,195,791 MUWs were exercised and VA LLC issued 934,905 Class A Membership Units to the warrant holders.

On July 27, 2015, on completion of the RTO (Note 3), the Company granted 2,136,000 stock options in exchange for the cancellation of 330,000 MUWs exercisable at $0.60 per Class A Membership Unit. The Company recorded modification of an award expense of $324,596 as the fair value of the stock options was higher than the MUWs.

On July 31, 2015, the Company issued 1,451,418 stock options in exchange for the cancellation of 1,451,418 MUWs exercisable at $0.60 per Class A Membership Unit. The Company did not record modification of an award expense as the fair value of the stock options was lower than the MUWs.

On July 31, 2015, the Company cancelled 1,214,357 MUWs for no consideration.

The following table summarizes information about the MUWs at December 31, 2016 and 2015, and the changes for the years then ended:

	Number of warrants #			Weighted average exercise price $

Membership Unit Warrants outstanding – December 31, 2014		4,898,527			0.67

Cancelled		(1,921,318	)		0.71
Exercised		(1,195,791	)		0.71
Cancelled and exchanged for stock options		(1,781,418	)		0.60

Membership Unit Warrants outstanding – December 31, 2015 and 2016		-			-

12. Share Capital

a) Authorized:

300,000,000 common shares without par value

b) Financings:

On July 11, 2016, the Company closed a non-brokered private placement by issuing 865,500 units at a price of Cdn$0.48 per unit for aggregate gross proceeds of $316,607 (Cdn$415,440). Each unit consisted of one common share of the Company and one half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one share at a price of Cdn$0.75 per share up to January 11, 2018. The fair value of the warrants embedded in the units was calculated as $52,649 and allocated to warrant derivative liabilities (Note 7). The Company paid a cash finder’s fee of $15,465 (Cdn$20,292), incurred issuance costs of $11,257 and issued 42,275 finders’ warrants with a fair value of $5,143. Each finders’ warrant entitles the holder thereof to acquire one share at a price of Cdn0.75 per share up to January 11, 2018. The fair value of the finders’ warrants was estimated using the Black-Scholes option pricing model with the following assumptions: stock price – Cdn$0.47; exercise price – Cdn$0.75; risk-free interest rate – 0.85%; expected life – 1.5 years; expected volatility – 100%; and expected dividends - $nil.

c) Options:

A summary of the status of the Company’s stock options outstanding as at December 31, 2016 and 2015 and the changes during the years then ended is presented below:

	Number of options outside the Plan #		Number of options within the Plan #			Weighted average exercise price $		Weighted average life (Years)

Stock options outstanding – December 31, 2014		-		-			-		-

Granted		-		4,962,418			0.10
Forfeited		-		(25,000	)		0.10

Stock options outstanding – December 31, 2015		-		4,937,418			0.10		4.58

Granted		1,085,474		384,526			0.32

Balance outstanding – December 31, 2016		1,085,474		5,321,944			0.15		3.81

Balance exercisable – December 31, 2016		-		4,148,043			0.10		3.58

12. Share Capital (continued)

c) Options:

At December 31, 2016, stock options outstanding that entitled the holder thereof to acquire one share for each option held are as follows:

Expiry Date	Exercise Price $		Number of Options #

July 27, 2020	$	U.S.0.10			⁽¹⁾2,136,000
July 31, 2020	$	U.S.0.10			⁽²⁾2,801,418
March 13, 2021	Cdn$0.46				⁽³⁾150,000
April 6, 2021	Cdn$0.47				⁽³⁾100,000
August 19, 2021	Cdn$0.44				⁽⁴⁾200,000
September 7, 2021	Cdn$0.40				⁽⁴⁾1,020,000

				6,407,418

⁽¹⁾

These stock options vested on the date of grant.

⁽²⁾

1,451,418 of these stock options vested on the date of grant. 1,350,000 of these stock options vest as follows: 30% twelve months after July 31, 2015 and 8.75% every three months thereafter.

⁽³⁾

These stock options vest 12.5% every four months after the date of grant.

⁽⁴⁾

These stock options vest as follows: 30% twelve months after the date of grant and 8.75% every three months thereafter.

During the year ended December 31, 2016, the Company recorded stock-based compensation expense of $226,604 (2015 - $69,223) based on the vesting of stock options. The weighted average fair value of stock options granted during the year ended December 31, 2016 of $0.24 per option (2015 - $0.184) was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

	2016			2015

risk-free interest rate		1.38	%		1.50	%
Expected life	5 years			5 years
Expected volatility		100	%		100	%
Expected dividends	$nil			$nil

d) Warrants:

A summary of share purchase warrants outstanding as of December 31, 2016 and 2015 and the changes during the period then ended is presented below:

	Number of warrants #			Weighted average exercise price Cdn$		Weighted Average Life (Years)

Share purchase warrants outstanding – December 31, 2014		-			-		-

Issued pursuant to the reverse takeover		11,400,000			0.11

Share purchase warrants outstanding – December 31, 2015		11,400,000			0.11		0.56

Issued		475,025			0.75
Exercised		(6,202,339	)		0.12
Expired		(5,197,661	)		0.11

Share purchase warrants outstanding – December 31, 2016		475,025			0.75		1.03

d) Warrants (continued):

As at December 31, 2016, the Company had 475,025 share purchase warrants outstanding at an exercise price of Cdn$0.75 per share up to January 11, 2018. Of the share purchase warrants outstanding, 42,275 were allocated to equity (Note 12b) and 432,750 were allocated to derivative liabilities (Note 7).

e) Escrow Shares:

On October 8, 2015, the Company entered into an escrow agreement with certain shareholders of the Company. 35,774,990 common shares of the Company were placed into escrow. On December 22, 2015, an additional 4,088,716 common shares of the Company were placed into escrow. These escrow shares will be released as follows:

Date of Automatic Timed Release	Amount of Escrow Shares Released

On the date that the Company’s common shares were listed on the CSE, November 24, 2015	1/10 of the escrow shares
6 months after the listing date	1/6 of the remainder of the escrow shares
12 months after the listing date	1/5 of the remainder of the escrow shares
18 months after the listing date	1/4 of the remainder of the escrow shares
24 months after the listing date	1/3 of the remainder of the escrow shares
30 months after the listing date	1/2 of the remainder of the escrow shares
36 months after the listing date	The remainder of the escrow shares

In addition, there are 184,800 other shares that are in escrow that will be released as to 10% of the escrowed shares three months after the date that the common shares were listed on the CSE, 20% of the remainder of the escrowed shares 6 months after the listing date, 20% of the remainder of the escrowed shares 12 months after the listing date, and the remainder 18 months after the listing date.

As at December 31, 2016, 24,011,588 (2015 – 36,062,135) common shares remained in escrow.

13. Income Taxes

A reconciliation between the Company's income tax provision computed at the effective blended statutory tax rate of 38.01% (2015 - 38.12%) to the reported income tax provision is as follows:

	Years ended December 31,
	2016 $			2015 $

Expected tax expense recovery at statutory rate		(858,000	)		(1,305,000	)

Basis difference on LLC tax conversion		-			38,000
Items not deductible for tax purposes		511,000			1,142,000
Non taxable portion of capital loss		-			(1,000	)
Change in estimate		(22,000	)		(1,000	)
Change in valuation allowance		369,000			127,000

Provision for income taxes		-			-

13. Income Taxes (continued)

The significant components of the Company's net deferred tax assets and liabilities as at December 31, 2016 and 2015 are as follows:

	2016			2015
		$			$

Deferred tax assets

Allowance for doubtful accounts		3,000			16,000
Share-based payments		236,000			150,000
Non capital loss carry forward		268,000			43,000
Accelerated depreciation deduction carry forward		87,000			-

		594,000			209,000

Offset against deferred tax liabilities		(85,000	)		(70,000	)
Valuation allowance		(509,000	)		(139,000	)

Deferred tax assets					-

Deferred tax liabilities

Equipment		(85,000	)		(70,000	)
Offset with deferred tax assets		85,000			70,000

Deferred tax liabilities		-			-

Net deferred tax balance		-			-

As at December 31, 2016, the Company has estimated non capital loss for US Federal income tax purposes that may be carried forward to reduce taxable income derived in future years. Their expiry dates are as follows:

			$

2035			91,000
2036			522,000

			613,000

As at December 31, 2016, the Company has estimated non capital loss for Canadian income tax purposes that may be carried forward to reduce taxable income derived in future years. Their expiry dates are as follows:

	Cdn$

2033		57,000
2034		85,000
2035		35,000
2036		8,000

		185,000

14. Revenue

A breakdown of the revenue is presented below:

	Years ended December 31,
	2016 $		2015 $

Hardware and software sales and product support services		6,827,014		5,780,084
Managed services		1,612,192		1,341,142
Professional services		438,643		235,823
Other revenue		19,243		9,260

		8,897,092		7,366,309

15. Cost of Sales and Operating Expenses

A breakdown of the cost of sales is presented below:

	Years ended December 31,
	2016 $		2015 $

Cost of sales – hardware and software sales		5,397,993		4,281,846

Cost of sales – managed and professional services:
Salaries and consulting fees		1,055,032		770,667
Other		171,041		182,102

		6,624,066		5,234,615

A breakdown of the general and administrative expense is presented below:

	Years ended December 31,
	2016 $		2015 $

Bad debt expense		9,000		-
Depreciation and amortization		209,558		161,763
General and administrative		419,417		270,409
Professional fees		167,642		159,003
Salaries		375,294		287,013
Share-based payments (Note 12(c))		226,604		399,674
Shareholder communications		99,889		19,029

		1,507,404		1,296,891

A breakdown of the research and development expense is presented below:

	Years ended December 31,
	2016 $		2015 $

Consulting fees		38,033		-
Salaries		83,209		56,305

		121,242		56,305

15. Cost of Sales and Operating Expenses (continued)

A breakdown of the sale and marketing expense is presented below:

	Years ended December 31,
	2016 $		2015 $

Salaries and commissions		1,433,105		978,709
Travel		156,819		94,884
Other		137,502		50,296

		1,727,426		1,123,889

16. Related Party Transactions

The Company previously entered into two secured promissory notes with a Director of the Company pursuant to which the Director agreed to provide a revolving line of credit (the “LOC”) of an aggregate of up to $290,000. The amounts are secured by a subordinated, second priority lien on all of the assets of the Company, bear interest at 7% per annum and are due on demand. As at December 31, 2016, the Company is indebted to the Director of the Company for $152,206 (2015 - $56,098) for advances provided to the Company under this loan and interest accrued on the outstanding balance. During the year ended December 31, 2016, the Company recorded interest of $8,574 (2015 - $9,068).

On June 15, 2015, VA LLC issued $400,000 of promissory notes to a former officer of VA LLC in order to repurchase 706,961 MUWs (Note 11) and 220,000 Class A Units (Note 10). Pursuant to the promissory note agreements, the Company made a payment of $35,000 on June 15, 2015. The remaining principal amount of the note was payable in 36 equal blended instalments beginning July 1, 2015. During the year ended December 31, 2016, the terms of the promissory notes were amended. Effective February 29, 2016, the Company and the former officer agreed that the Company will pay 25% of the remaining principal balance as part of the resolution of a dispute between the parties. The Company recorded a gain on debt settlement of $150,803, net of legal fees of $64,878. The promissory notes were repaid in six equal instalments beginning March 1, 2016 and ending on August 1, 2016. The promissory notes bore interest at 4.5% per annum. As at December 31, 2016, the balance of the promissory notes was $nil (2015 - $304,289).

Key management includes the Chief Executive Officer, the Chairman of the Board, the President, the Vice President of Managed Services and the former Chief Technology Officer as well as the directors of the Company. Compensation paid or payable to key management for services during the years ended December 31, 2016 and 2015 is as follows.

	Years ended December 31,
	2016 $		2015 $

Short-term benefits		700,631		648,041
Share-based payments		115,034		25,927

		815,665		673,968

17. Concentration Risk

The Company performs ongoing credit evaluations, does not require collateral, and establishes an allowance for doubtful accounts based on the age of the receivable and the specific identification of receivables the Company considers at risk. Most sales' payment terms are set in accordance with industry practice.

As at December 31, 2016, the Company had 62% of its accounts receivable owing from eight customers (2015 – 85% from eight customers).

During the year ended December 31, 2016, the Company had 50% of its revenue is from six customers (2015 – 57% from six customers).

18. Subsequent Events

The following transactions occurred subsequent to December 31, 2016:

Stock Option Grant

On March 23, 2017, the Company granted stock options to directors, officers, employees, and consultants of the Company which allow for the purchase of 1,585,000 common shares of the Company at a price of Cdn$0.30 per share for a period of five years. The options vest as to 30% one year after the date of grant and 8.75% every three months thereafter.

Invoice Purchase Agreement

On April 20, 2017, the Company entered into an Invoice Purchase Agreement which will provide the Company with working capital as well as credit and collections support for the related accounts receivables.

UNAUDITED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND DECEMBER 31, 2016

	Notes		June 30, 2017 $			December 31, 2016 $
ASSETS
Current Assets
Cash				126,913			144,530
Accounts receivable		3		1,317,151			1,646,663
Other receivables				114,661			271,771
Prepaid expenses				165,695			150,253
Total Current Assets				1,724,420			2,213,217
Office facilities and equipment		4		250,308			277,403
Intangible assets		5		32,242			36,857
Total Assets				2,006,970			2,527,477
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		6		2,315,102			2,157,864
Deferred revenue				159,625			84,000
Warrant derivative liabilities		7		12,136			29,762
Line-of-credit arrangements		8		450,000			445,000
Leases		9		55,833			72,777
Due to related parties		13		348,127			152,206
Total Current Liabilities				3,340,823			2,941,609
Leases		9		55,441			80,817
Total Liabilities				3,396,264			3,022,426
Going concern (Note 1) Subsequent events (Note 14)
STOCKHOLDERS’ DEFICIT
Share capital				6,284,418			6,284,418
Additional paid-in capital				1,670,669			1,664,490
Deficit				(9,344,381	)		(8,443,85	)
Total Stockholders’ Deficit				(1,389,294	)		(494,94	)
Total Liabilities and Stockholders’ Deficit				2,006,970			2,527,477

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2017 AND 2016

			Three months ended June 30,						Six months ended June 30,
	Notes		2017 $			2016 $			2017 $			2016 $


Revenue		11		2,673,310			3,169,284			5,831,292			4,846,776
Cost of sales		12		(2,202,249	)		(2,401,741	)		(4,821,402	)		(3,618,634	)

Gross Profit				471,061			767,543			1,009,890			1,228,142

Expenses
General and administrative		12		253,968			360,142			682,769			678,431
Research and development		12		26,316			53,117			58,336			68,984
Sales and marketing		12		547,169			383,035			1,131,812			759,321

Total Expenses				827,453			796,294			1,872,917			1,506,736

Loss from Operations				(356,392	)		(28,751	)		(863,027	)		(278,594	)

Other Income (Expense)
Interest expense		13		(43,257	)		(14,451	)		(55,123	)		(32,594	)
Change in fair value of warrant derivative liabilities		7		(11,045	)		(458,527	)		17,626			(2,990,532	)
Gain on debt settlement, net				-			-			-			167,375

Net and Comprehensive Loss for the Period				(410,694	)		(501,729	)		(900,524	)		(3,134,345	)

Loss per share – basic and diluted				(0.01	)		(0.01	)		(0.02	)		(0.06	)

Weighted average number of shares outstanding				55,769,447			49,301,608			55,769,447			50,988,368

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016

	Six months ended June 30, 2017 $			Six months ended June 30, 2016 $

Cash Flows Used In Operating Activities

Net loss for the period		(900,524	)		(3,134,345	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		68,469			111,106
Stock-based compensation		6,179			93,209
Change in fair value of warrant derivative liabilities		(17,626	)		2,990,532
Gain on debt settlement, net		-			(215,681	)

Changes in operating assets and liabilities:
Accounts receivable		329,512			(42,100	)
Other receivables		157,110			(86,338	)
Prepaid expenses		(15,442	)		(25,418	)
Accounts payable and accrued liabilities		211,189			166,424
Deferred revenue		75,625			(21,000	)

		(85,508	)		(163,611	)

Interest paid		(47,405	)		(28,294	)

Net Cash Used In Operating Activities		(132,913	)		(191,905	)

Cash Flows Used In Investing Activities

Purchase of office facilities and equipment		(36,759	)		(31,656	)

Net Cash Used In Investing Activities		(36,759	)		(31,656	)

Cash Flows Provided By Financing Activities

Proceeds from the exercise of warrants		-			356,651
Advances from line-of-credit arrangements		5,000			245,000
Repayment of line-of-credit arrangements		-			(295,000	)
Repayment of leases		(42,320	)		(54,633	)
Due to related parties		189,375			(91,612	)

Net Cash Provided By Financing Activities		152,055			160,406

Decrease In Cash		(17,617	)		(63,155	)

Cash – Beginning of the Period		144,530			250,812

Cash – End of the Period		126,913			187,657


Non-cash Investing and Financing Activities		-			-

Notes to Consolidated Financial Statements

1.	Organization, Nature of Operations and Going Concern

VirtualArmour International Inc. (“VA Intl” or the “Company”) was incorporated on March 4, 2015 in the State of Colorado. The registered office of the Company is 8085 S. Chester Street, Suite 108, Centennial, Colorado, United States. Effective October 25, 2016, the Company changed its name from VirtualArmor International Inc. to VirtualArmour International Inc. The Company sells advanced networking and cybersecurity products and solutions to large enterprise and service provider markets. The solutions provided by the Company run the full project life cycle from initial design, through professional and managed services. The Company delivers its products and services by working as a Business Partner with well-established and respected technology partners such as: Juniper Networks, IBM Security, Netskope, Palo Alto Networks and others. The Company’s shares trade on the Canadian Securities Exchange (the "CSE") under the symbol “VAI”.

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended December 31, 2016. In the opinion of management, the accompanying condensed interim consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

These condensed interim consolidated financial statements have been prepared on a going concern basis which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company had a net loss of $900,524 during the six months ended June 30, 2017. As of June 30, 2017, the Company has a working capital deficiency of $1,616,403 and an accumulated deficit of $9,344,381. A significant portion of the accumulated deficit is comprised of non-cash accounting expenses such as listing expense ($4,166,285). The Company has funded losses with external debt and related party advances, share issuances and working capital. The existence of these matters creates a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the obtaining of financing necessary to continue operations and, ultimately, on sustaining profitable operations. These condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amount and classification of liabilities and the reported revenue and expenses that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2.	Significant Accounting Policies

Basis of presentation and principles of consolidation

These consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles.

All inter-company transactions and balances are eliminated.

Recent accounting pronouncements

3.	Accounts Receivable

	June 30, 2017 $			December 31, 2016 $

Trade receivables		1,750,477			1,646,663
Less: amounts transferred to third party		(433,326	)		-

Total accounts receivables		1,317,151			1,646,663

On April 20, 2017, the Company entered into an Invoice Purchase Agreement with a third party (the “Purchaser”) which provides the Company with working capital as well as credit and collections support for accounts receivable. The Purchaser is paid fees and interest as compensation for providing advances of up to 85% of the value of trade receivables. During the six months ended June 30, 2017, the Company incurred fees and interest of $17,962. As at June 30, 2017, the Company had $433,326 outstanding as advances from the Purchaser.

4.	Office Facilities and Equipment

	Computer equipment		Furniture and Fixtures		Total
Cost:		$		$		$

Balance at December 31, 2016		872,890		30,586		903,476
Additions		22,690		14,069		36,759

Balance at June 30, 2017		895,580		44,655		940,235

Accumulated Depreciation:

Balance at December 31, 2016		595,487		30,586		626,073
Depreciation for the period		63,767		87		63,854

Balance at June 30, 2017		659,254		30,673		689,927

Carrying Amounts:

Balance at December 31, 2016		277,403		-		277,403

Balance at June 30, 2017		236,326		13,982		250,308

The depreciation expense recognized by the Company in each period presented is included in general and administrative expenses.

5.	Intangible Assets

	Software Development Cost
Cost:		$

Balance at December 31, 2016 and June 30, 2017		73,711

Accumulated Amortization:

Balance at December 31, 2016		36,854
Amortization for the period		4,615

Balance at June 30, 2017		41,469

Carrying Amounts:

Balance at December 31, 2016		36,857

Balance at June 30, 2017		32,242

The amortization expense recognized by the Company in each period presented is included in general and administrative expenses.

6.	Accounts Payable and Accrued Liabilities

	June 30, 2017		December 31, 2016
		$		$

Trade payables and accrued liabilities		2,030,424		1,841,145
Payroll liabilities (Note 13)		226,000		303,735
Sales tax payable		40,716		12,984
Fees and interest payable (Note 3)		17,962		-

Total accounts payable and accrued liabilities		2,315,102		2,157,864

7.	Warrant Derivative Liabilities

	$

Warrant derivative liabilities – December 31, 2016	29,762

Change in fair value of warrant derivative liabilities	(17,626	)

Warrant derivative liabilities – June 30, 2017	12,136

7.	Warrant Derivative Liabilities (continued)

As at June 30, 2017 and December 31, 2016, the fair value of warrant derivative liabilities was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming no expected dividends:

	2017			2016

Risk-free interest rate		0.73	%		0.73	%
Expected life	0.53 years			1.03 years
Expected volatility		71	%		126	%

8.	Line-of-Credit Arrangements

On February 13, 2014, the Company entered into a line-of-credit (“LOC”) arrangement for $450,000 that has been renewed and extended on multiple occasions. On August 25, 2017, the LOC matured and is now due. The LOC bears interest at a variable interest rate equal to the Wall Street Journal Prime Rate plus 1.00% per annum. The LOC is secured by all assets of the Company and is guaranteed by two members of the Board of Directors.

Leases

The Company has equipment leases secured by specific computer equipment. The terms and the outstanding balances as at June 30, 2017 and December 31, 2016 are as follows:

	June 30, 2017		December 31, 2016
		$		$

Contrail Cloud, equipment lease repayable in monthly instalments of $2,517 including interest at 4.47% per annum, due in April 2018.		22,191		35,506

Western Equipment Finance, equipment lease repayable in monthly instalments of $1,985 including interest at 4.38% per annum, due in November 2020		66,757		76,526

De Lage Landen Financial Services, Inc., equipment lease payable in monthly instalments of $1,551 including interest at 2.07% per annum, due in June 2017.		-		8,765

SHI International, equipment lease repayable in monthly instalments of $802 including interest at 4.63% per annum, due in January 2018.		5,238		9,159

SHI International, equipment lease repayable in monthly instalments of $359 including interest at 4.63% per annum, due in March 2018.		2,838		4,730

Western Equipment Finance, equipment lease repayable in monthly instalments of $600 including interest at 4.58% per annum, due in September 2019		14,250		18,908

Subtotal		111,274		153,594

Less: current portion		55,833		72,777

Long-term portion		55,441		80,817

9.	Leases (continued)

Future minimum lease payments related to capital lease obligations are as follows:


			$

Not later than one year			72,795
Later than one year and not later than five years			59,115

Subtotal			131,910

Less: imputed interest			20,636

			111,274

Less: current portion			55,833

Long-term portion			55,441

10. Share Capital

Authorized:

300,000,000 common shares without par value.

Options:

10. Share Capital (continued)

A summary of the status of the Company’s stock options outstanding as at June 30, 2017 and the changes during the period then ended is presented below:

	Outside the Plan Number of Options #		Within the Plan Number of Options #			Weighted Average Exercise Price $		Weighted Average Life (Years)

Stock options outstanding – December 31, 2016		1,085,474		5,321,944			0.15		3.81

Granted		2,210,000		-			0.25
Forfeited		-		(145,000	)		0.29

Balance outstanding – June 30, 2017		3,295,474		5,176,944			0.18		3.33

Balance exercisable – June 30, 2017		-		4,430,856			0.11		3.09

At June 30, 2017, the aggregate intrinsic value for outstanding stock options is $1,714,011.

At June 30, 2017, stock options outstanding that entitled the holder thereof to acquire one share for each option held are as follows:

Expiry Date	Exercise Price $	Number of Options

July 27, 2020	$0.10	⁽¹⁾2,136,000
July 31, 2020	$0.10	⁽²⁾2,776,418
March 13, 2021	Cdn$0.46	⁽³⁾150,000
April 6, 2021	Cdn$0.47	⁽³⁾100,000
August 19, 2021	Cdn$0.44	⁽⁴⁾100,000
September 7, 2021	Cdn$0.40	⁽⁴⁾1,000,000
March 23, 2022	Cdn$0.30	⁽⁴⁾1,585,000
June 12, 2022	Cdn$0.405	⁽⁴⁾625,000
		8,472,418

⁽¹⁾

These stock options vested on the date of grant.

⁽²⁾

1,451,418 of these stock options vested on the date of grant. 1,350,000 of these stock options vest as follows: 30% twelve months after July 31, 2015 and 8.75% every three months thereafter.

⁽³⁾

These stock options vest 12.5% every four months after the date of grant.

⁽⁴⁾

These stock options vest as follows: 30% twelve months after the date of grant and 8.75% every three months thereafter.

During the six months ended June 30, 2017, the Company recorded stock-based compensation of $6,683 (2016 - $93,209) based on the vesting of stock options. The weighted average fair value of stock options granted during the six months ended June 30, 2017 of $0.192 (2016 - $0.263) per option was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming no expected dividends:

	2017			2016

Average risk-free interest rate		1.13	%		1.38	%
Expected life	5 years			5 years
Expected volatility		100	%		100	%

10.Share Capital (continued)

Warrants:

A summary of share purchase warrants outstanding as of June 30, 2017 and the changes during the period then ended is presented below:

	Number of Warrants #		Weighted Average Exercise Price Cdn$		Weighted Average Life (Years)

Share purchase warrants outstanding – December 31, 2016 and June 30, 2017		475,025		0.75		0.78

As at June 30, 2017, the Company had 475,025 share purchase warrants outstanding at an exercise price of Cdn$0.75 per share up to January 11, 2018. Of the share purchase warrants outstanding, 42,275 were allocated to equity and 432,750 were allocated to warrant derivative liabilities (Note 7).

Escrow shares:

Date of Automatic Timed Release	Amount of Escrow Shares Released

On the date that the Company’s common shares were listed on the CSE, November 24, 2015	1/10 of the escrow shares
6 months after the listing date	1/6 of the remainder of the escrow shares
12 months after the listing date	1/5 of the remainder of the escrow shares
18 months after the listing date	1/4 of the remainder of the escrow shares
24 months after the listing date	1/3 of the remainder of the escrow shares
30 months after the listing date	1/2 of the remainder of the escrow shares
36 months after the listing date	The remainder of the escrow shares

As at June 30, 2017, 17,189,391 (December 31, 2016 – 24,011,588) common shares remained in escrow.

Basic and diluted loss per share:

During the six months ended June 30, 2017, potentially dilutive common shares totaling 8,947,443 (2016 – 12,687,418) were not included in the calculation of diluted loss per share because their effect was anti-dilutive.

11.

Revenue

A breakdown of the revenue is presented below:

	Three months ended June 30,				Six months ended June 30,
	2017 $		2016 $		2017 $		2016 $

Hardware and software sales, product support services and other revenue		2,024,253		2,650,286		4,777,202		3,912,154
Managed and professional services		649,057		518,998		1,054,090		934,622

		2,673,310		3,169,284		5,831,292		4,846,776

12.	Cost of Sales and Operating Expenses

A breakdown of the cost of sales is presented below:

	Three months ended June 30,				Six months ended June 30,
	2017 $		2016 $		2017 $		2016 $

Cost of sales – hardware and software sales		1,826,523		2,044,672		4,070,972		3,007,377
Cost of sales – managed and professional services
Salaries and consulting fees		308,553		324,194		637,429		534,698
Other		67,173		32,875		113,001		76,559

		2,202,249		2,401,741		4,821,402		3,618,634

A breakdown of the general and administrative expense is presented below:

	Three months ended June 30,					Six months ended June 30,
	2017 $			2016 $		2017 $		2016 $

Depreciation and amortization		35,059			56,092		68,469		111,106
General and administrative		92,307			109,033		195,786		176,627
Professional fees		92,748			8,077		156,189		73,848
Salaries		91,315			120,989		211,706		198,323
Stock-based compensation (Note 10(b))		(68,548	)		50,873		6,179		93,209
Shareholder communications		11,087			15,078		44,440		25,318

		253,968			360,142		682,769		678,431

12. Cost of Sales and Operating Expenses (continued)

A breakdown of the research and development expense is presented below:

	Three months ended June 30,				Six months ended June 30,
	2017 $		2016 $		2017 $		2016 $

Consulting fees		6,327		26,395		11,606		26,395
Salaries		19,989		26,722		46,730		42,589

		26,316		53,117		58,336		68,984

A breakdown of the sale and marketing expense is presented below:

	Three months ended June 30,				Six months ended June 30,
	2017 $		2016 $		2017 $		2016 $

Salaries and commissions		449,947		302,350		889,237		619,288
Travel		57,166		53,545		111,931		82,903
Other		40,056		27,140		130,644		57,130

		547,169		383,035		1,131,812		759,321

13.	Related Party Transactions

The Company previously entered into two secured promissory notes with a Director of the Company pursuant to which the Director agreed to provide a revolving line of credit (the “LOC”) of an aggregate of up to $290,000. The amounts are secured by a subordinated, second priority lien on all of the assets of the Company, bear interest at 7% per annum and are due on demand. As at June 30, 2017, the Company is indebted to the Director of the Company for $256,447 (December 31, 2016 - $152,206) for advances provided to the Company under this loan and interest accrued on the outstanding balance. During the six months ended June 30, 2017, the Company recorded interest of $4,866 (2016 - $4,300).

On June 1, 2017, the Company entered into an additional promissory note with a director of the Company. The promissory note is unsecured, bears interest at 7% per annum and is due on demand. As at June 30, 2017, the Company is indebted to the Director of the Company for $91,680 for advances provided to the Company under this loan and interest accrued on the outstanding balance. During the six months ended June 30, 2017, the Company recorded interest of $1,680.

In addition to the LOC and the promissory note, the Company has amounts owing to Directors of the Company of $204,000 (December 31, 2016 - $148,000) for compensation. These amounts are included in payroll liabilities (Note 6). The amounts owing are unsecured, non-interest bearing, and due on demand.

13.	Related Party Transactions (continued)

Key management includes the Chief Executive Officer, the Chairman of the Board, the former President, the Vice President of Managed Services and the directors of the Company. Compensation paid or payable to key management for services during the three and six months ended June 30, 2017 and 2016 is as follows.

	Three months ended June 30,					Six months ended June 30,
	2017 $			2016 $		2017 $			2016 $

Short-term benefits		138,490			164,990		307,636			347,292
Share-based payments		(63,678	)		16,157		(17,957	)		31,817

		74,812			181,147		289,679			379,109

14.	Subsequent Events

Stock Option Forfeiture

Subsequent to June 30, 2017, a total of 2,112,000 stock options were forfeited unexercised. 962,000 stock options had an exercise price of $0.10 per share, 1,000,000 stock options had an exercise price of Cdn$0.40 and 150,000 stock options had an exercise price of Cdn$0.46.

Line-of-credit Maturity

The LOC (Note 8) matured on August 25, 2017 and is now due.

PART III

INDEX TO EXHIBITS

2.1	Articles of Incorporation, as amended through September 28, 2016.

2.2

Bylaws

3.1	Escrow Agreement between VirtualArmor International Inc., Computershare Investor Services Inc., and certain security holders dated October 8, 2015.

3.2	Form of Stock Restriction Agreement between the Company and certain shareholders.

4.1	Form of subscription agreement.

4.2	Form of Canadian Private Placement Memorandum

6.1	Avanti Executive Suites Service Agreement between Avanti Executive Suites and the Company dated July 19, 2017.

6.2	Office Lease between VirtualArmor, LLC and DIG HP1, LLC dated April 15, 2015.

6.3

IBM Application Specific License Software Agreement between VirtualArmor LLC and International Business Machines Corporation dated December 31, 2014, and agreements thereunder. Portions of the IBM Application Specific License Software Agreement have been omitted pursuant to a request for confidential treatment.

6.4.1

Direct Value Added Reseller Agreement between Juniper Networks and VirtualArmor LLC dated November 19, 2014. Portions of the Direct Value Added Reseller Agreement have been omitted pursuant to a request for confidential treatment.

6.4.2

Amendment Two to Direct Value Added Reseller Agreement dated December 30, 2016.

6.5	Consulting Agreement between the Company and Todd Kannegieter dated May 1, 2015.

6.6	Consulting Agreement between the Company and SilverLeaf Consulting LLC and the Company dated May 1, 2015.

6.7	Consulting Agreement between the Company and VirtualArmour, Ltd. dated August 1, 2017.

6.8	Incentive Stock Option Plan, and form of agreements thereunder.

6.9	Secured Convertible Promissory Note issued by VirtualArmor, LLC to Todd Kannegieter in the principal amount of $250,000 on April 1, 2009.

6.10	Secured Convertible Promissory Note issued by VirtualArmor, LLC to Todd Kannegieter in the principal amount of $40,000 on November 1, 2011.

6.11.1

Secured Convertible Promissory Note issued by VirtualArmour International Inc. to Christopher T. Blisard in the principal amount of $90,000 on June 1, 2017.

6.11.2

Security Agreement between VirtualArmour International Inc. and Christopher T. Blisard dated June 1, 2017.

6.12	Professional Services Agreement between the Company and Donaldson Consulting Services, Inc. dated September 8, 2017.

7.	Arrangement Agreement between VirtualArmor, LLC, VirtualArmor International Inc., Blueprint Corporate Services Ltd., VirtualArmor Capital, Inc., and Kyle Stevenson dated March 4, 2015.

8.	Form of Escrow Agreement between the Company and Burns, Figa & Will, PC.

*12.	Opinion of Burns Figa & Will PC

13.1	Company Summary

13.2	Investor Presentation

*	To be filed by amendment

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centennial, State of Colorado, on October 10, 2017 with respect to the issuer’s Chief Executive Officer and Chief Financial Officer.

	VirtualArmour International Inc.

	By:	/s/ Todd Kannegieter
		Todd Kannegieter Chief Executive Officer


	By:	/s/ John Donaldson
		John Donaldson Chief Financial Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Todd Kannegieter			October 10, 2017
Todd Kannegieter, Chief Executive Officer and Director


/s/ Christopher Blisard			October 10, 2017
Christopher Blisard, Director


/s/ James Bart Engstrom			October 10, 2017
James Bart Engstrom, Director


/s/ Robert Morrison			October 10, 2017
Robert Morrison, Director


/s/ Ryan Wade McKinney			October 10, 2017
Ryan Wade McKinney, Director

EX1A-2A CHARTER 3 ex2x1.htm EXHIBIT 2.1

Exhibit 2.1

Document processing fee

If document is filed on paper $125.00

If document is filed electronically $ 50.00

Fees & forms/cover sheets

are subject to change.

To file electronically, access instructions

for this form/cover sheet and other

information or print copies of filed

documents, visit www.sos.state.co.us

and select Business Center.

Paper documents must be typewritten or machine printed

E-Filed

Colorado Secretary of State

Date and Time: 08/04/2015 05:48 PM

ID Number: 20151163101

Document number: 20151163101

Amount Paid: $50.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation for a Profit Corporation

filed pursuant to §7-102-101, et seq. and §7-102-103 of the Colorado Revised Statutes (C.R.S.)

1. The domestic entity name for the corporation is	VirtualArmor International Inc.
	(The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, inc.”, “co.” or “ltd.”. See §7-90601, C.R.S. If the corporation is a professional or special purpose corporation, other law may apply.)

(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)

2.The principal office address of the corporation’s initial principal office is
Street address	P.O. Box 18435
	(Street name and number)
	Boulder CO 80308
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable)(Country - if not US)

Mailing address
(leave blank if same as street address)
	(Street number and name or Post Office Box information)

	(City) (State) (Postal/Zip Code)

	(Province - if applicable) (Country)

3. The registered agent name and registered agent address of the corporation’s initial registered agent are Name
(if an individual)	Kannegieter Todd
OR	(Last) (First) (Middle) (Suffix)
(if an entity) (Caution: Do not provide both an indivitudal and an entity name)
Street address	7136 Stable Drive

	Niwot CO 80305
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable) (Country - if not US)

Mailing address
(leave blank if same as street address)
	(Street number and name or Post Office Box information)
	CO
	(City) (State) (Postal/Zip Code)

☑ The person appointed as registered agent above has consented to being so appointed.

4. The true name and mailing address of the incorporator are:

Name
(if an individual)	Kannegieter Todd
OR	(Last) (First) (Middle)(Suffix)
(if an entity) (Caution: Do not provide both an indivitudal and an entity name)
Mailing address	P.O. Box 18435

	Boulder CO 80308
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable)(Country - if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

o The corporation has one or more additional incorporators and the name and mailing address of each additional incorporator are stated in an attachment.

5.	The classes of shares and number of shares of each class that the corporation is authorized to issue are as follows.

(If the following statement applies, adopt the statement by marking the box and enter the number of shares.)

☑ The corporation is authorized to issue 300,000,000 common shares that shall have unlimited voting rights and are entitled to receive the net assets of the corporation upon dissolution.

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

☐ Additional information regarding shares as required by section 7-106-101, C.R.S., is included in an attachment.

(Caution: At least one box must be marked. Both boxes may be marked, if applicable.)

6.	(If the following statement applies, adopt the statement by marking the box and include an attachment.)

þ This document contains additional information as provided by law.

7.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document is/are ________________________________________

(mm/dd/yyyy hour:minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

8. The true name and mailing address of the individual causing the document to be delivered for filing are:


	Quick Jeffrey
	(Last) (First) (Middle)(Suffix)

	1035 Pearl Street
	Suite 403
	Boulder CO 80302
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable)(Country - if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

ARTICLES OF INCORPORATION

VIRTUALARMOR INTERNATIONAL INC.

The undersigned incorporator, being a natural person of the age of eighteen years or more, hereby establishes a corporation pursuant to the statutes of the State of Colorado and adopts the following Articles of Incorporation.

ARTICLE I

NAME

The name of the Corporation is VirtualAnnor International Inc.

ARTICLE II

PURPOSES

The purposes for which the Corporation is organized and its powers are as follows:

(a) To engage in the transaction of all lawful business or pursue any other lawful purpose or purposes for which a corporation may be incorporated under Colorado law.

(b) To have, enjoy, and exercise all of the rights, powers, and privileges conferred upon corporations incorporated pursuant to Colorado law, whether now or hereafter in effect, and whether or not herein specifically mentioned.

(c) The foregoing enumeration of purposes and powers shall not limit or restrict in any manner the transaction of other business, the pursuit of other purposes, or the exercise of other and further rights and powers that may now or hereafter be permitted or provided by law.

ARTICLE III

CAPITAL STOCK

1. Authorized Stock. The Corporation shall have authority to issue a total of 300,000,000 shares, which shall consist of one class only designated "common stock."

2. Voting. Each shareholder of record shall have one vote for each share of common stock standing in his or her name on the books of the Corporation and entitled to vote. Cumulative voting shall not be allowed in the election of directors of the Corporation. Any action required or pe1mitted by the Colorado Business Corporation Act to be taken at a shareholders' meeting may be taken without a meeting if the shareholders holding shares having not less than the minimum number of votes tl1at would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing.

3. Quorum. At all meetings of shareholders, a majority of the shares entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum.

4. Liquidation. The Board of Directors may from time to time distribute to the shareholders in partial liquidation, a portion of the assets, in cash or property, subject to the limitations contained in the statutes of Colorado.

ARTICLE IV

BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed by a Board of Directors, which shall be elected at the annual meeting of the shareholders, at a special meeting called for that purpose, or as otherwise specified in the bylaws of the Corporation.

The initial Board of Directors shall consist of the following members, who shall serve until the first annual meeting of shareholders and until his or her successor is elected and qualified:

	Director	Address
	Christopher T. Blisard (Chairman of the Board)	c/o VirtualArmor International Inc. P.O. Box 18435 Boulder, Colorado 80308

	Todd Kannegieter	c/o VirtualArmor International Inc. P.O. Box 18435 Boulder, Colorado 80308

ARTICLE V

REGISTERED AGENT AND REGISTERED OFFICE

The initial registered office of the Corporation shall be Todd Kannegieter the initial registered agent at such address shall be 7136 Stable Drive, Niwot, Colorado 80305.

ARTICLE VI

INITIAL PRINCIPAL OFFICE

The address of the initial principal office of the Corporation shall be P.O. Box 18435, Boulder, Colorado 80308.

ARTICLE VII

DIRECTOR LIABILITY

To the fullest extent permitted by the Colorado Business Corporation Act, as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VIII

INDEMNIFICATION

The Corporation shall indemnify any person and his or her estate and personal representative against all liability and expense incurred by reason of the person being or having been a director or officer of the Corporation to the full extent and in any manner that directors may be indemnified under the Colorado Business Corporation Act, as in effect at any time. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, contract, resolution of the shareholders or directors, or otherwise, so long as such provision is legally permissible.

ARTICLE IX

NAME AND ADDRESS OF INCORPORATOR

The name and address of the incorporator are as follows:

	Name	Address
	Todd Kannegieter	c/o VirtualArmor International Inc. P.O. Box 18435 Boulder, Colorado 80308

IN WITNESS WHEREOF, VirtualArmor International Inc. has caused these Articles of Incorporation to be signed by its Chief Executive Officer and President this 4th day of March, 2015.

VIRTUALARMOR INTERNATIONAL INC.

/s/ Todd Kannegieter

Todd Kannegieter

Chief Executive Officer and President

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or print copies of filed documents, visit www.sos.state.co.us	E-Filed	Colorado Secretary of State Date and Time: 09/28/2016 12:26 PM ID Number: 20151163101 Document number: 20151163101 Amount Paid: $25.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-102-101, et seq. and §7-102-102 of the Colorado Revised Statutes (C.R.S.)

ID number:

20151163101

1. Enity name:	VirtualArmor International, Inc.
	(If changing the name of the corporation, indicate name BEFORE the name change)

2. New Entity name:	VirtualArmour International, Inc.
(if aplicable)

3. Use of Restricted Words (if any of these
terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o "bank" or "trust" or any derivative thereof o "credit union" o "savings and loan" o "insurance", casualty", "mutual", or "surety"

4.	Other amendments, if any, are attached.

5.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.

6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)

If the corporation's period of duration as amended is perpetual, mark this box: ☐

7. (Optional) Delayed effective date:
	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:
	Richardson Kari
	(Last) (First) (Middle) (Suffix)
	Suite 1820 - 925 West Georgia St
	(Street name and number or Post Office information)

	Vancouver BC V6C 3L2
	(City) (State) (Postal/Zip Code)
	British Columbia Canada
	(Province - if applicable) (Country - if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box [ ] and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

EX1A-2B BYLAWS 4 ex2x2-bylaws.htm EXHIBIT 2.2

Exhibit 2.2

BYLAWS OF VIRTUALARMOR INTERNATIONAL INC.
ARTICLE I OFFICES

The principal office of the Corporation shall be designated from time to time by the Corporation and may be within or outside of Colorado. The Corporation may have such other offices, either within or outside Colorado, as the board of directors may designate or as the business of the Corporation may require from time to time. The registered office of the Corporation required by Colorado law to be maintained in Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II STOCKHOLDERS

Section 1. Allllual Meetillg. The annual meeting of the stockholders shall be held during each year on a date and at a time fixed by the board of directors of the Corporation (or by the president in the absence of action by the board of directors), beginning with the year 2015, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day fixed by the board of directors for any annual meeting of the stockholders, or any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as it may conveniently be held.

A stockholder may apply to the district court in the county in Colorado where the Corporation's principal office is located or, if the Corporation has no principal office in Colorado, to the district court of the county in which the Corporation's registered office is located to seek an order that a stockholder meeting be held (a) if an annual meeting was not held within six months after the close of the Corporation's most recently ended fiscal year or fifteen months after its last annual meeting, whichever is earlier, or (b) if the stockholder participated in a proper call of or proper demand for a special meeting and notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the Corporation pursuant to Colorado law, or the special meeting was not held in accordance with the notice.

Section 2. Special Meetillgs. Unless otherwise prescribed by statute, special meetings of the stockholders may be called for any purpose by the president or by any member of the board of directors. The president shall call a special meeting of the stockholders if the Corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

Section 3. Place ofMeeting. The board of directors may designate any place, either within or outside Colorado, as the place for any rumual meeting or any special meeting called by the board of directors. If no designation is made, or if a special meeting is called other than by the board, the place ofmeeting shall be the principal office of the Corporation.

Section 4. Notice of Meeting. Written notice stating the place, date and hour of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, except that if rulY other longer notice period is required by Colorado law, such notice as required shall be given. Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (a) an amendment to the articles of incorporation of the Corporation, (b) a merger or share exchange in which the Corporation is a party and, with respect to a share exchange, in which the Corporation's shares will be acquired, (c) a sale, lease, exchange or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the Corporation or of another entity which the Corporation controls, in each case with or without the goodwill, (d) a dissolution of the Corporation, (e) a reverse split of any shares of the Corporation's stock, and (f) any other purpose for which a statement of purpose is required by Colorado law. Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronic communication (including electronic mail or facsimile) or other fonn of wire or wireless cornmunication by or at the direction of the president or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed and if in a comprehensible fonn, such notice shall be deemed to be given and effective when deposited in the United States mail, addressed to the stockholder at his or her address as it appears in the Corporation's current record of stockholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a comprehensible fonn, the notice is given and effective on the date received by the stockholder.

If requested by the person or persons lawfully calling such meeting, an officer shall give notice thereof at corporate expense. No notice need be sent to any stockholder if three successive notices mailed to the last known address of such stockholder have been returned as undeliverable until such time as another address for such stockholder is made known to the Corporation by such stockholder. In order to be entitled to receive notice of any meeting, a stockholder shall advise the Corporation in writing of any change in such stockholder's mailing address as shown on the Corporation's books and records.

When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is rumounced before adjournment at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which may have been transacted at the original meeting. If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as ofthe new record date.

A stockholder may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such stockholder. Such waiver shall be delivered to the Corporation for filing with the corporate records. Further, by attending a meeting either in person or by proxy, a stockholder waives objection to lack of notice or defective notice of the meeting unless the stockholder objects at the begilming of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the stockholder also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the stockholder objects to considering the matter when it is presented.

Section 5. Fixing ofRecord Date. For the purpose ofdetermining stockholders entitled to

(a) notice of or vote at any meeting of stockholders or any adjournment thereof, (b) receive distributions or share dividends, or (c) demand a special meeting, or to make a detennination of stockholders for any other proper purpose, the board of directors may fix a future date as the record date for any such determination of stockholders, such date in any case to be not more than seventy days, and, in case of a meeting ofstockholders, not less than ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed by the directors, the record date shall be the date on which notice of the meeting is mailed to stockholders, or the date on which the resolution of the board of directors providing for a distribution is adopted, as the case may be. When a determination of stockholders entitled to vote at any meeting of stockholders is made as provided in this Section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Notwithstanding the above, the record date for determining the stockholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the Corporation. The record date for determining stockholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

Section 6. Voting Lists. The Corporation shall make, at the earlier of ten days before each meeting of stockholders or two business days after notice ofthe meeting has been given, a complete list of the stockholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be in alphabetical order within each class or series and shall show the address of and the number of shares of each class or series held by each stockholder. For the period beginning the earlier often days prior to the meeting or two business days after notice ofthe meeting is given, and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Corporation or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any stockholder (including for the purpose of this Section 6 any holder of voting trust certificates) or his or her agent or attorney during regular business hours and during the period available for inspection. The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or to vote at any meeting ofstockholders.

Any stockholder, his or her agent or attorney may copy the list during regular business hours and during the period it is available for inspection, provided (a) the stockholder has been a stockholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares of the Corporation as of the date of the demand, (b) the demand is made in good faith and for a purpose reasonably related to the demanding stockholder's interest as a stockholder, (c) the stockholder describes with reasonable particularity the purpose and the records the stockholder desires to inspect, (d) the records are directly connected with the described purpose, and (e) the stockholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction.

Section 7. Recogllitioll Procedure for Belleficial OWllers. The board of directors may adopt by resolution a procedure whereby a stockholder of the Corporation may certi ty in writing to the Corporation that all or a portion of the shares registered in the name of such stockholder are held for the account of a specified person or persons. The resolution may set forth (a) the types of nominees to which it applies, (b) the rights or privileges that the Corporation will recognize in a beneficial owner, which may include rights and privileges other than voting, (c) the form of certification and the information to be contained therein, (d) if the certification is with respect to a record date, the time within which the certification must be received by the Corporation, (e) the period for which the nominee's use of the procedure is effective, and (f) such other provisions with respect to the procedure as the board deems necessary or desirable. Upon receipt by the Corporation of a certificate complying with the procedure established by the board of directors, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the registered holders of the number of shares specified in place of the stockholder making the certification.

Section 8. Quorum alld Mallller ofActillg. A majority of the votes entitled to be cast on a matter by a voting group shall constitute a quorum of that voting group for action on the matter. If less than a majority of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice, for a period not to exceed 120 days for anyone adjournment. If a quorum is present at such adjourned meeting, any business may be transacted which may have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, unless the meeting is adjourned and a new record date is set for the adjourned meeting.

If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.

Section 9. Proxies. At all meetings of stockholders, a stockholder may vote by proxy by signing an appointment form or similar writing, either personally or by his or her duly authorized attorney-in-fact. A stockholder may also appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype or other electronic communication (including electronic mail or facsimile) providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the Corporation. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the stockholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Corporation before or at the time of the meeting. The appointment of a proxy is effective when received by the Corporation and is valid for eleven months unless a different period is expressly provided in the appointment form.

Any complete copy, including an electronic communication (including electronic mail or facsimile), of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.

An appointment of a proxy is revocable by the stockholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. An appointment made irrevocable is revoked when the interest with which it is coupled is extinguished, but such revocation does not affect the right of the Corporation to accept the proxy's authority unless (a) the Corporation had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment, or (b) other notice of the revocation of the appointment is received by the officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment. Other notice of revocation may, in the discretion of the Corporation, be deemed to include the appearance at a stockholders' meeting of the stockholder who granted the proxy and his or her voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the stockholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.

The Corporation is not required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the stockholder (including a stockholder who is a successor to the stockholder who granted the proxy) either personally or by his or her attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the stockholder to another person not to revoke the appointment.

Subject to Section II and any express limitation on the proxy's authority appearing on the appointment fonn, the Corporation is entitled to accept the proxy's vote or other action as that of the stockholder making the appointment.

Section 10. Voting ofShares. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as pennirted by Colorado law. Cumulative voting shall not be pennitted in the election of directors or for any other purpose. At each election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the board of directors.

Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this Section would not be violated in the circumstances presented to the court, the shares of the Corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the Corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation except to the extent the second corporation holds the shares in a fiduciary capacity.

Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

Section II. Corporation's Acceptance of Votes. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation corresponds to the name of a stockholder, the Corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act ofthe stockholder. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation does not correspond to the name of a stockholder, the Corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and to give it effect as the act of the stockholder if:

(a) the stockholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) the name signed purports to be that of an administrator, executor, guardian or conservator representing the stockholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, proxy appoinbnent or proxy appointment revocation;

(c) the name signed purports to be that of a receiver or trustee in bankruptcy of the stockholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(d) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact or the stockholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the stockholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(e) two or more persons are the stockholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-tenants or fiduciaries, and the person signing appears to be acting on behalf of all the co-tenants or fiduciaries; or

(f) the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the Corporation that are not inconsistent with this Section or Colorado law.

The Corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the stockholder.

The Corporation and its officer or agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section are not liable in damages for the consequences of the acceptance or rejection.

Section 12. Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by stockholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted and received by the Corporation. Such consent shall have the same force and effect as action taken at a meeting and may be stated as such in any document. Action taken under this Section 12 is effective as of the date the last writing necessary to effect the action is received by the Corporation, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. If any stockholder revokes his or her consent as provided for herein prior to what would otherwise be the effective date, the action proposed in the consent shall be invalid. The record date for detennining stockholders entitled to take action without a meeting is the date the Corporation first receives a writing upon which the action is taken.

Any stockholder who has signed a writing describing and consenting to action taken pursuant to this Section 12 may revoke such consent by a writing signed by the stockholder describing the action and stating that the stockholder's prior consent thereto is revoked, if such writing is received by the Corporation before the effectiveness of the action.

Section 13. Meetings by Telecommunication. Any or all of the stockholders may participate in an annual or special stockholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A stockholder participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section I. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its board of directors, except as otherwise provided by Colorado law or the articles of incorporation.

Section 2. Number, Qualifications alld Tellure. The number of directors of the Corporation shall be fixed from time to time by the board of directors, within a range of no less than one or more than ten. A director shall be a natural person who is eighteen years of age or older. A director need not be a resident of Colorado or a stockholder of the Corporation.

Directors shall be elected at each annual meeting of stockholders. Additionally, board of directors may be appointed by the affirmative vote of a majority of the board of directors. Each director shall hold office until the next annual meeting of stockholders following hi s or her election and thereafter until his or her successor is elected and qualifies. Directors may be removed in the manner provided by Colorado law.

Section 3. Resignations; Vacallcies. Any director may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time the notice is received by the Corporation unless the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the Corporation's acceptance of such resignation shall not be necessary to make it effective. Any vacancy on the board of directors may be filled by the affirmative vote of a majority of the stockholders or the board of directors. If the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If elected by the directors, the director shall hold office until the next annual stockholders' meeting at which directors are elected. If elected by the stockholders, the director shall hold office for the unexpired term of his or her predecessor in office, except that, if the director's predecessor was elected by the directors to fill a vacancy, the director shall hold office for the unexpired term of the last predecessor elected by the stockholders.

Section 4. Regular Meetillgs. A regular meeting of the board of directors shall be held without notice immediately after and at the same place as the annual meeting of stockholders. The board of directors may provide by resolution the time and place, either within or outside Colorado, for the holding of additional regular meetings without other notice.

Section 5. Special Meetillgs. Special meetings of the board of directors may be called by or at the request of the president or anyone director. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or outside Colorado, as the place for holding any special meeting of the board of directors called by them, except that no meeting may be called outside the State of Colorado unless a majority of the board of directors has so authorized.

Section 6. Notice. Notice of any special meeting shall be given at least 24 hours prior to the meeting by written notice either personally delivered or mailed to each director at his or her business address, or by notice transmitted by telegraph, telex, electronic communication (including electronic mail or facsimile) or other fonn of wire or wireless communication. If mailed, such notice shall be deemed to be given and to be effective on the earlier of (a) three days after such notice is deposited in the United States mail, properly addressed, with postage prepaid, or (b) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested. If notice is given by telex, electronic communication (including electronic mail or facsimile) or other similar fonn of wire or wireless communication, such notice shall be deemed to be given and to be effective when sent, and with respect to a telegram, such notice shall be deemed to be given and to be effective when the telegram is delivered to the telegraph company. If a director has designated in writing one or more reasonable addresses or facsimile numbers for delivery of notice to him or her, notice sent by mail, telegraph, telex, electronic communication (including electronic mail or facsimile) or other fonn of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers, as the case may be.

A director may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such director. Such waiver shall be delivered to the Corporation for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. Further, a director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of the meeting, or promptly upon his or her later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by the board of directors pursuant to Section 2 or, if no number is fixed, a majority of the number in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at any meeting of the board of directors. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, for a period not to exceed sixty days at anyone adjournment.

Section 8. Manner ofActing. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 9. Compensation. By resolution of the board of directors, any director may be paid anyone or more of the following: his or her expenses, ifany, of attendance at meetings, a fixed sum for attendance at each meeting, a stated salary as director or such other compensation as the Corporation and the director may reasonably agree upon. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 10. Presumption of Assent. A director of the Corporation who is present at a meeting of the board of directors or committee of the board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, (b) the director contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting, or (c) the director causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjoumment or by the Corporation promptly after the adjoumrnent of the meeting. A director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to or abstain from a specific action taken at a meeting of the board of directors or a cOlmnittee of the board shall not be available to a director who voted in favor of such action.

Section II. Committees. By resolution adopted by a majority of all the directors in office when the action is taken, the board of directors may designate from among its members an executive committee and one or more other committees, and appoint one or more members of the board of directors to serve on them. To the extent provided in the resolution, each committee shall have all the authority of the board of directors, except that no such committee shall have the authority to (a) authorize distributions, (b) approve or propose to stockholders actions or proposals required by Colorado law to be approved by stockholders, (c) fill vacancies on the board of directors or any committee thereof, (d) amend the Corporation's articles of incorporation, (e) adopt, amend or repeal the Bylaws, (f) approve a plan of merger not requiring stockholder approval, (g) authorize or approve the reacquisition of shares except pursuant to a fonnula or method prescribed by the board of directors, or (h) authorize or approve the issuance or sale of shares, or contract for the sale of shares or detennine the designations and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or officer to do so within limits specifically prescribed by the board of directors. The committee shall then have full power within the limits set by the board of directors to adopt any final resolution setting forth all preferences, limitations and relative rights of such class or series and to authorize an amendment of the articles of incorporation stating the preferences, limitations and relative rights of a class or series for filing with the Secretary of State under Colorado law.

Sections 4, 5,6, 7, 8, 10, 12 and 13 of Article 1Il, which govem meetings, notice, waiver of notice, quorum, voting requirements and action without a meeting of the board of directors, shall apply to committees and their members appointed under this Section II.

Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute compliance by any member of the board ofdirectors or a member of the committee in question with his or her responsibility to confonn to the standard of care set forth in Article 1Il, Section 14 of these Bylaws.

Section 12. IlIfol'ma/ Actioll by Directors. Any action required or pennitted to be taken at a meeting of the directors or any committee designated by the board of directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken. Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document. Unless the consent specifies a different effective date, action taken under this Section 12 is effective at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his or her consent by a writing signed by the director and received by the president or authorized officer of the Corporation.

Section 13. Telephonic Meetings. The board of directors may permit any director (or any member ofa committee designated by the board) to participate in a regular or special meeting of the board ofdirectors or a committee thereof through the use ofany means ofcommunication by which all directors participating in the meeting can hear each other during the meeting. A director participating in a meeting in this manner is deemed to be present in person at the meeting.

Section 14. Standard of Care. A director shall perform his or her duties as a director, including without limitation his or her duties as a member of any committee of the board, in good faith, in a maImer he or she reasonably believes to be in the best interests of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing his or her duties, a director shall be entitled to rely on infonnation, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated. A director shall not be considered to be acting in good faith, however, if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be liable to the Corporation or its stockholders for any action he or she takes or omits to take as a director if, in connection with such action or omission, he or she performs his or her duties in compliance with this Section 14.

The designated persons on whom a director is entitled to rely are (a) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented, (b) legal counsel, public accountant or other person as to matters which the director reasonably believes to be within such person's professional or expert competence, or (c) a committee of the board of directors on which the director does not serve if the director reasonably believes the committee merits confidence.

ARTICLE IV

OFFICERS AND AGENTS

Section I. General. The officers of the Corporation shall be a president, who shall be a natural person eighteen years of age or older. The board of directors or an officer or officers authorized by the board may appoint such other officers, assistant officers, committees and agents, including a chairman of the board, vice presidents and other officers as they may consider necessary. The board of directors or the officer or officers authorized by the board shall from time to time determine the procedure for the appointment of officers, their term of office, their authority and duties and their compensation. One person may hold more than one office. In all cases where the duties of any officer, agent or employee are not prescribed by the bylaws or by the board of directors, such officer, agent or employee shall follow the orders and instructions of the president of the Corporation.

Section 2. Appoilltment and Term of Office. The officers of the Corporation shall be appointed by the board of directors at each annual meeting of the board held after each annual meeting of the stockholders. If the appointment of officers is not made at such meeting or if an officer or officers are to be appointed by another officer or officers of the Corporation, such appointments shall be made as soon thereafter as conveniently may be. Each officer shall hold office until the first of the following occurs: his or her successor is duly appointed and qualified, his or her death, his or her resignation or his or her removal in the manner provided in Section 3.

Section 3. Resignation and Removal. An officer may resign at any time by giving written notice of resignation to the Corporation. The resignation is effective when the notice is received by the Corporation unless the notice specifies a later effective date.

Any officer or agent may be removed at any time with or without cause by the board of directors or an officer or officers authorized by the board. Such removal does not affect the contract rights, if any, of the Corporation or of the person so removed. The appointment of an officer or agent shall not in itself create contract rights.

Section 4. Vacancies. A vacancy in any office, however occurring, may be filled by the board of directors, or by the officer or officers authorized by the board, for the unexpired portion of the officer's term. If an officer resigns and his or her resignation is made effective at a later date, the board of directors, or officer or officers authorized by the board, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the board of directors or officer or officers authorized by the board provide that the successor shall not take office until the effective date. In the alternative, the board of directors, or officer or officers authorized by the board of directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.

Section 5. President. Subject to the direction and supervision of the board of directors, the president shall be the chief executive officer of the Corporation, and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees. Unless otherwise directed by the board of directors, the president shall attend in person or by substitute appointed by him or her, or shall execute on behalf of the Corporation written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of the stockholders of any other corporation in which the Corporation holds any stock. On behalf of the Corporation, the president may in person or by substitute or by proxy execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy, may vote the stock held by the Corporation, execute written consents and other instruments with respect to such stock, and exercise any and all rights and powers incident to the ownership of said stock, subject to the instructions, if any, of the board of directors. The president shall have custody of the treasurer's bond, if any.

Section 6. Vice Presidents. The vice presidents shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. In the absence of the president, the vice president, if any (or, if more than one, the vice presidents in the order designated by the board of directors, or if the board makes no such designation, then the vice president designated by the president, or if neither the board nor the president makes any such designation, the senior vice president as detennined by first election to that office), shall have the powers and perfonn the duties of the president.

Section 7. Corporate Records. The directors and/or stockholders shall appointment an officer of the Corporation to maintain its corporate records. Such appointed officer shall (a) prepare and maintain as penn anent records the minutes of the proceedings ofthe stockholders and the board of directors, a record of all actions taken by the stockholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the Corporation, and a record of all waivers of notice of meetings of stockholders and ofthe board of directors or any committee thereof, (b) see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law, (c) serve as custodian of the corporate records and of the seal of the Corporation and affix the seal to all documents when authorized by the board of directors, (d) keep at the Corporation's registered office or principal place of business a record containing the names and addresses of all stockholders in a fonn that penn its preparation of a list of stockholders arranged by voting group and by class or series of shares within each voting group, that is alphabetical within each class or series and that shows the address of, and the number of shares of each class or series held by, each stockholder, unless such a record is kept at the office ofthe Corporation's transfer agent or registrar, (e) maintain at the Corporation's principal office the originals or copies of the Corporation's articles of incorporation, bylaws, minutes of all stockholders' meetings and records of all action taken by stockholders without a meeting for the past three years, all written communications within the past three years to stockholders as a group or to the holders of any class or series of shares as a group, a list of the names and business addresses of the current directors and officers, a copy of the Corporation's most recent corporate report filed with the Secretary of State, and financial statements showing in reasonable detail the Corporation's assets and liabilities and results ofoperations for the last three years, (t) have general charge of the stock transfer books of the Corporation, unless the Corporation has a transfer agent, (g) authenticate records of the Corporation, and (h) in general, perfonn all duties incident to the as from time to time may be assigned to him or her by the president or by the board ofdirectors.

Any books, records or minutes of the Corporation may be in written fonn or in any fonn capable ofbeing converted into written fonn within a reasonable time.

ARTICLE V

STOCK

Section I. Certificates. The board ofdirectors shall be authorized to issue any ofits classes of shares with or without certificates. The fact that the shares are not represented by certificates shall have no effect on the rights and obligations of stockholders. If the shares are represented by certificates, such shares shall be represented by consecutively numbered certificates signed, either manually or by facsimile, in the name ofthe Corporation by one or more persons designated by the board of directors. In case any officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be such officer before such certificate is issued, such certificate may nonetheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue. Certificates of stock shall be in such fonn and shall contain such infonnation consistent with law as are prescribed by the board of directors. If shares are not represented by certificates, within a reasonable time following the issue or transfer of such shares, the Corporation shall send the stockholder a complete written statement of all of the infonnation required to be provided to holders of un certificated shares by Colorado law.

Section 2. Consideration for Shares. Certificated or uncertificated shares shall not be issued until the shares represented thereby are fully paid. The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property of benefit to the Corporation, including cash, promissory notes, services performed or other securities of the Corporation. Future services shall not constitute payment or partial payment for shares of the Corporation. The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares of the Corporation unless the note is negotiable and is secured by collateral, other than the shares being purchased, having a fair market value at least equal to the principal amount of the note. For purposes of this Section 2, "promissory note" means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a non-recourse note.

Section 3. Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such tenns and conditions in conformity with law as the board may prescribe. The board of directors may in its discretion require an affidavit oflost certificate and/or a bond in such form and amount and with such surety as it may determine before issuing a new certificate.

Section 4. Transfer ofShares. Upon surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and receipt of such documentary stamps as may be required by law and evidence of compliance with all applicable securities laws and other restrictions, the Corporation shall issue a new certificate to the person entitled thereto and cancel the old certificate. Every such transfer of stock shall be entered on the stock books of the Corporation which shall be kept at its principal office or by the person and the place designated by the board of directors.

Except as otherwise expressly provided in Article II, Sections 7 and II, and except for the assertion of dissenters' rights to the extent provided in Colorado law, the Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner thereof for all purposes, and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares on the part of any person other than the registered holder, including without limitation any purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such other person becomes the registered holder of such shares, whether or not the Corporation has either actual or constructive notice of the claimed interest of such other person.

Section 5. Transfer Agent, Registrars and Paying Agents. The board may at its discretion appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the Corporation. Such agents and registrars may be located either within or outside Colorado. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI

INDEMNIFICATION OF CERTAIN PERSONS

Section I. Indemnificatioll. For purposes of Article VI, a "Proper Person" means any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he or she is or was a director, officer, employee, fiduciary or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan. The Corporation shall indemnify any Proper Person against reasonably incurred expenses (including attorneys' fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him or her in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 4 of this Article that he or she conducted himself or herselfin good faith and that he or she reasonably believed (a) in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the Corporation's best interests, or (b) in all other cases (except criminal cases), that his or her conduct was at least not opposed to the Corporation's best interests, or (c) in the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful. A Proper Person will be deemed to be acting in his or her official capacity while acting as a director, officer, employee or agent on behalf of this Corporation and not while acting on this Corporation's behalffor some other entity.

No indemnification shall be made under this Article VI to a Proper Person with respect to any claim, issue or matter (a) in connection with a proceeding by or in the right of a Corporation in which the Proper Person was adjudged liable to the Corporation, (b) in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which he or she was adjudged liable on the basis that he or she derived an improper personal benefit or (c) in connection with a proceeding against the Corporation in which the Proper Person is the plaintiff (except any proceeding in which the Proper Person is seeking to enforce his or her rights under this Article VI). Further, indemnification under this Section in connection with a proceeding brought by or in the right of the Corporation shall be limited to reasonable expenses, including attorneys' fees, incurred in connection with the proceeding.

Section 2. Right to Indemnification. The Corporation shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit or proceeding as to which he or she was entitled to indemnification under Section I of this Article VI against expenses (including attorneys' fees) reasonably incurred by him or her in connection with the proceeding without the necessity of any action by the Corporation other than the determination in good faith that the defense has been wholly successful.

Section 3. Effect of Termination of Action. The tennination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section I of this Article VI. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability, as described in Section 2 of this Article VI.

Section 4. Groups Authorized to Make Indemnification Determination. Except where there is a right to indemnification as set forth in Section 2 of this Article or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the Corporation only as authorized in the specific case upon a detennination by a proper group that indemnification of the Proper Person is pennissible under the circumstances because he or she has met the applicable standards of conduct set forth in Section I of this Article. This detennination shall be made by the board of directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the detennination shall be made by a majority vote of a committee of the board of directors designated by the board, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the board of directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the detennination shall be made by (a) independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in this Section 4 or, if a Quorum of the full board of directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board (including directors who are parties to the proceeding) or (b) a vote ofthe stockholders.

Section 5. Court-Ordered Indemnification. Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court ofcompetent jurisdiction for mandatory indemnification under Section 2 of this Article, including indemnification for reasonable expenses incurred to obtain court-ordered indemnification. If the court detennines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standards of conduct set forth in Section I of this Article or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except that if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

Section 6. Advance ofExpenses. Reasonable expenses (including attomeys' fees) incurred in defending an action, suit or proceeding as described in Section I may be paid by the Corporation to any Proper Person in advance of the final disposition of such action, suit or proceeding upon receipt of (a) a written affinnation of such Proper Person's good faith belief that he or she has met the standards of conduct prescribed by Section I of this Article VI, (b) a written undertaking, executed personally or on the Proper Person's behalf, to repay such advances if it is ultimately detennined that he or she did not meet the prescribed standards ofconduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment), and (c) a detennination is made by the proper group (as described in Section 4 of this Article VI) that the facts as then known to the group would not preclude indemnification. Detennination and authorization of payments shall be made in the same maImer specified in Section 4 of this Article VI.

Section 7. Witness Expenses. This Article VI does not limit the Corporation's authority to payor reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding.

Section 8. Report to Stockholders. If the Corporation indemnifies or advances expenses to a director in accordance with this Article VI in connection with a proceeding by or in the right of the Corporation, the Corporation shall give written notice of the indemnification or advance to the stockholders with or before the notice of the next stockholders' meeting. If the next stockholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the stockholders at or before the time the first stockholder signs a writing consenting to such action.

ARTICLE VII

PROVISION OF INSURANCE

By action of the board of directors, notwithstanding any interest of the directors in the action, the Corporation may purchase aIId maintain insurance, in such scope and aInounts as the board of directors deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation, or who, while a director, officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company or other enterprise or employee benefit plan, against any liability asserted against, or incurred by, him or her in that capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnity him or her against such liability under the provisions of Article VI or applicable law. Any such insurance may be procured from any insurance company designated by the board of directors of the Corporation, whether such insurance company is fonned under the laws of Colorado or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity interest or any other interest, through stock ownership or otherwise.

ARTICLE VIII

MISCELLANEOUS

Section I. Seal. The corporate seal of the Corporation, if any, shall be circular in fonn and shall contain the name of the Corporation and the words, "Seal, Colorado."

Section 2. Fiscal Year. The fiscal year of the Corporation shall be as established by the board ofdirectors.

Section 3. Amendments. The board of directors shall have the power, to the maximum extent pennitted by Colorado law, to make, amend and repeal the Bylaws of the Corporation unless the stockholders, in making, amending or repealing a particular bylaw, expressly provide that the directors may not amend or repeal such bylaw. The stockholders also shall have the power to make, amend or repeal the Bylaws of the Corporation at any annual meeting or at any special meeting called for that purpose.

Section 4. Gender. The masculine and feminine genders are used in these Bylaws as a matter of convenience only and shall be interpreted to include the neuter gender as the circumstances indicate.

Section 5. Conflicts. In the event of any irreconcilable conflict between these Bylaws and either the Corporation's articles of incorporation or applicable law, the latter shall control.

Section 6. Definitions. Except as otherwise specifically provided in these Bylaws, all terms used in these Bylaws shall have the same definition as in Colorado law.

EX1A-3 HLDRS RTS 5 ex3x1-escrow.htm EXHIBIT 3.1

Exhibit 3.1

ESCROW AGREEMENT

THIS AGREEMENT is made as of the 8th day of October, 2015

AMONG:

VIRTUALARMOR INTERNATIONAL INC., a company incorporated under the laws of Colorado, USA with a head office at 8085 S. Chester Street, Suite 108, Centennial, CO 80112

(the “Issuer”)

AND:

COMPUTERSHARE INVESTOR SERVICES INC., a company duly incorporated under the laws of Canada, having an office at 510 Burrard St., 3rd Floor, Vancouver, British Columbia V6C 3B9

(the “Escrow Agent”)

AND:

EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER

(a “Securityholder” or “you”)

(collectively, the “Parties”)

This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the “Policy”) in connection with the proposed listing of common shares on the Canadian Securities Exchange (the “Listing”) by the Issuer, an “emerging issuer” as defined in section 3.3 of the Policy.

For good and valuable consideration, the Parties agree as follows:

PART 1

ESCROW

1.1

Appointment of Escrow Agent

The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment.

1.2

Deposit of Escrow Securities in Escrow

(1) You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive.

(2) If you receive any other securities (additional escrow securities):

(a) as a dividend or other distribution on escrow securities;

(b) on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants;

(d) from a successor issuer in a business combination, if Part 6 of this Agreement applies,

you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities.

(3) You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities issued to you.

1.3

Direction to Escrow Agent

The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.

PART 2

RELEASE OF ESCROW SECURITIES

2.1

Release Schedule

If the Issuer is an emerging issuer (as defined in section 3.3 of the Policy) and you have not sold any Escrow Securities in a permitted secondary offering, your Escrow Securities will be released as follows, unless the Issuer becomes an established issuer as set out in Part 3 of this Agreement:

Date of Automatic Timed Release	Amount of Restricted Securities Released
On the date our securities are listed on the CSE (the “Listing Date”)	1/10 of the Restricted Securities
6 months after the Listing Date	1/6 of the remainder of the Restricted Securities
12 months after the Listing Date	1/5 of the remainder of the Restricted Securities
18 months after the Listing Date	1/4 of the remainder of the Restricted Securities
24 months after the Listing Date	1/3 of the remainder of the Restricted Securities
30 months after the Listing Date	1/2 of the remainder of the Restricted Securities
36 months after the Listing Date	The remainder of the Restricted Securities

2.2

Additional escrow securities

If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

2.3

Delivery of Share Certificates for Escrow Securities

The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.

2.4

Replacement Certificates

If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.

2.5

Release upon Death

(1) If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative.

(2) Prior to delivery the Escrow Agent must receive:

(a)

a certified copy of the death certificate; and

(b)

any evidence of the legal representative’s status that the Escrow Agent may reasonably require.

PART 3

EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1

Becoming an Established Issuer

If the Issuer is an emerging issuer on the date of this Agreement and, during this Agreement, the Issuer:

(a)

lists its securities on The Toronto Stock Exchange Inc.;

(b)

becomes a TSX Venture Exchange Inc. (TSX Venture) Tier 1 issuer; or

(c)

lists or quotes its securities on an exchange or market outside Canada that its “principal regulator” under National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms (in Quebec under Staff Notice, Mutual Reliance Review System for Prospectuses and Annual Information Forms) or, if the Issuer has only filed its IPO prospectus in one jurisdiction, the securities regulator in that jurisdiction, is satisfied has minimum listing requirements at least equal to those of TSX Venture Tier 1,

then the Issuer becomes an established issuer.

3.2

Release of Escrow Securities

(1) When an emerging issuer becomes an established issuer, the release schedule for its escrow securities changes.

(2) If an emerging issuer becomes an established issuer 18 months or more after its listing date, all escrow securities will be released immediately.

(3) If an emerging issuer becomes an established issuer within 18 months after its listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal installments on the day that is 6 months, 12 months and 18 months after the listing date.

3.3

Filing Requirements

Escrow securities will not be released under this Part until the Issuer does the following:

(a)

at least 20 days before the date of the first release of escrow securities under the new release schedule, files with the securities regulators in the jurisdictions in which it is a reporting issuer

(i)

a certificate signed by a director or officer of the Issuer authorized to sign stating

(A)

that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition, and

(B)

the number of escrow securities to be released on the first release date under the new release schedule, and

(ii)

a copy of a letter or other evidence from the exchange or quotation service confirming that the Issuer has satisfied the condition to become an established issuer; and

(b)

at least 10 days before the date of the first release of escrow securities under the new release schedule, issues and files with the securities regulators in the jurisdictions in which it is a reporting issuer a news release disclosing details of the first release of the escrow securities and the change in the release schedule, and sends a copy of such filing to the Escrow Agent.

3.4

Amendment of Release Schedule

The new release schedule will apply 10 days after the Escrow Agent receives a certificate signed by a director or officer of the Issuer authorized to sign

(a)

stating that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition;

(b)

stating that the release schedule for the Issuer’s escrow securities has changed;

(c)

stating that the Issuer has issued a news release at least 10 days before the first release date under the new release schedule and specifying the date that the news release was issued; and

(d)

specifying the new release schedule.

PART 4

DEALING WITH ESCROW SECURITIES

4.1

Restriction on Transfer, etc.

Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

4.2

Pledge, Mortgage or Charge as Collateral for a Loan

You may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the loan.

4.3

Voting of Escrow Securities

You may exercise any voting rights attached to your escrow securities.

4.4

Dividends on Escrow Securities

You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other distribution to you on receipt.

4.5

Exercise of Other Rights Attaching to Escrow Securities

You may exercise your rights to exchange or convert your escrow securities in accordance with this Agreement.

PART 5

PERMITTED TRANSFERS WITHIN ESCROW

5.1

Transfer to Directors and Senior Officers

(1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer.

(2) Prior to the transfer the Escrow Agent must receive:

(a)

a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

(b)

a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received;

(c)

an acknowledgment in the form of Schedule “B” signed by the transferee;

(d)

copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and

(e)

a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

(3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

5.2

Transfer to Other Principals

(1) You may transfer escrow securities within escrow:

(a)

to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or

(b)

to a person or company that after the proposed transfer

(i)

will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and

(ii)

has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries.

(2) Prior to the transfer the Escrow Agent must receive:

(a)

a certificate signed by a director or officer of the Issuer authorized to sign stating that

(i)

the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer, or

(ii)

the transfer is to a person or company that

(A)

the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and

(B)

has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries

after the proposed transfer, and

(iii)

any required approval from the Canadian exchange the Issuer is listed on has been received;

(b)

an acknowledgment in the form of Schedule “B” signed by the transferee;

(c)

copies of the letters sent to the securities regulators accompanying the acknowledgment; and

(d)

a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

(3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

5.3

Transfer upon Bankruptcy

(1) You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy.

(2) Prior to the transfer, the Escrow Agent must receive:

(a)

a certified copy of either

(i)

the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or

(ii)

the receiving order adjudging the Securityholder bankrupt;

(b)

a certified copy of a certificate of appointment of the trustee in bankruptcy;

(c)

a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

(d)

an acknowledgment in the form of Schedule “B” signed by:

(i)

the trustee in bankruptcy, or

(ii)

on direction from the trustee, with evidence of that direction attached to the acknowledgment form, another person or company legally entitled to the escrow securities.

(3) Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

5.4

Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities

(1) You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or charged under section 4.2 to that financial institution as collateral for a loan on realization of the loan.

(2) Prior to the transfer the Escrow Agent must receive:

(a)

a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities;

(b)

a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

(c)

an acknowledgement in the form of Schedule “B” signed by the financial institution.

5.5

Transfer to Certain Plans and Funds

(1) You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the annuitant of the RRSP or RRIF, or the beneficiaries of the other registered plan or fund are limited to you and your spouse, children and parents, or, if you are the trustee of such a registered plan or fund, to the annuitant of the RRSP or RRIF, or a beneficiary of the other registered plan or fund, as applicable, or his or her spouse, children and parents.

(2) Prior to the transfer the Escrow Agent must receive:

(a)

evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP or RRIF, or the beneficiaries of the other registered plan or fund do not include any person or company other than you and your spouse, children and parents;

(b)

a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

(c)

an acknowledgement in the form of Schedule “B” signed by the trustee of the plan or fund.

5.6

Effect of Transfer Within Escrow

After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to transferees under this Part 5.

PART 6 BUSINESS COMBINATIONS

6.1

Business Combinations

This Part applies to the following (business combinations):

(a)

a formal take-over bid for all outstanding equity securities of the Issuer or which, if successful, would result in a change of control of the Issuer;

(b)

a formal issuer bid for all outstanding equity securities of the Issuer;

(c)

a statutory arrangement;

(d)

an amalgamation;

(e)

a merger; and

(f)

a reorganization that has an effect similar to an amalgamation or merger

6.2

Delivery to Escrow Agent

You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:

(a)

a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the depositary, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination; and

(b)

any other information concerning the business combination as the Escrow Agent may reasonably request.

6.3

Delivery to Depositary

As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 6.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities, and a letter addressed to the depositary that

(a)

identifies the escrow securities that are being tendered;

(b)

states that the escrow securities are held in escrow;

(c)

states that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow only after the Escrow Agent receives the information described in section 6.4;

(d)

if any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, any share certificates or other evidence of escrow securities that are not released from escrow into the business combination; and

(e)

where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, any share certificates or other evidence of additional escrow securities that you acquire under the business combination.

6.4

Release of Escrow Securities to Depositary

The Escrow Agent will release from escrow the tendered escrow securities when the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the business combination, by that other person or company, that:

(a)

the terms and conditions of the business combination have been met or waived; and

(b)

the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the business combination.

6.5

Escrow of New Securities

If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities if, immediately after completion of the business combination:

(a)

the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy);

(b)

you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and

(c)

you hold more than 1% of the voting rights attached to the successor issuer’s outstanding securities (In calculating this percentage, include securities that may be issued to you under outstanding convertible securities in both your securities and the total securities outstanding.)

6.6

Release from Escrow of New Securities

(1) As soon as reasonably practicable after the Escrow Agent receives:

(a)

a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign

(i)

stating that it is a successor issuer to the Issuer as a result of a business combination and whether it is an emerging issuer or an established issuer under the Policy, and

(ii)

listing the Securityholders whose new securities are subject to escrow under section 6.5,

the escrow securities of the Securityholders whose new securities are not subject to escrow under section

6.5 will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance with section 2.3.

(2) If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged.

(3) If the Issuer is

(a)

an emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18 months or more after the Issuer’s listing date, all escrow securities will be released immediately; and

(b)

an emerging issuer, the successor issuer is an established issuer, and the business combination occurs within 18 months after the Issuer’s listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months, 12 months and 18 months after the Issuer’s listing date.

PART 7

RESIGNATION OF ESCROW AGENT

7.1 Resignation of Escrow Agent

(1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer.

(2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent.

(3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders.

(4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date.

(5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment.

(6) On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent.

(7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

PART 8

OTHER CONTRACTUAL ARRANGEMENTS

8.1

Escrow Agent Not a Trustee

The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

8.2

Escrow Agent Not Responsible for Genuineness

The Escrow Agent will not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any Escrow Security deposited with it.

8.3

Escrow Agent Not Responsible for Furnished Information

The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of Escrow Securities within escrow under this Agreement.

8.4

Escrow Agent Not Responsible after Release

The Escrow Agent will have no responsibility for Escrow Securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.

8.5

Indemnification of Escrow Agent

The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any and all claims, demands, losses, penalties, costs, expenses, fees and liabilities, including, without limitation, legal fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except, subject to section 8.7, where same result directly and principally from gross negligence, wilful misconduct or bad faith on the part of the Escrow Agent. This indemnity survives the release of the Escrow Securities, the resignation or termination of the Escrow Agent and the termination of this Agreement.

8.6

Additional Provisions

(1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.

(2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent.

(3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors.

(4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction.

(5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party.

(6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment.

(7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s Escrow Securities in electronic, or uncertificated form only, pending release of such Escrow Securities from escrow.

(8) The Escrow Agent will have no responsibility with respect to any Escrow Securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these Escrow Securities has been delivered to it, or otherwise received by it.

8.7

Limitation of Liability of Escrow Agent

The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or wilful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.

8.8

Remuneration of Escrow Agent

The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees are subject to revision from time to time on 30 days' written notice. The Issuer will reimburse the Escrow Agent for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand.

8.9 Any entity resulting from the merger, amalgamation or continuation of Computershare or succeeding to all or substantially all of its transfer agency business (by sale of such business or otherwise), shall thereupon automatically become the Escrow Agent hereunder without further act or formality. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns.

PART 9

NOTICES

9.1

Notice to Escrow Agent

Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

COMPUTERSHARE INVESTOR SERVICES INC.

3rd Floor, 510 Burrard St.

Vancouver BC V6C 3B9

9.2

Notice to Issuer

Documents will be considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

VIRTUALARMOR INTERNATIONAL INC.

Suite 108 - 8085 S. Chester Street Centennial, CO 80112

With a copy to:

BACCHUS LAW CORPORATION

Suite 1820 – 925 West Georgia Street Vancouver, BC V6C 3L2

Attn: Lisa Hobman and Penny Green

9.3

Deliveries to Securityholders

Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share register.

Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s address on the Issuer’s share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with each Securityholder’s address as listed on the Issuer’s share register.

9.4

Change of Address

(1) The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder.

(2) The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder.

(3) A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer and to the Escrow Agent.

9.5

Postal Interruption

A Party to this Agreement will not mail a document it is required to mail under this Agreement if the Party is aware of an actual or impending disruption of postal service.

PART 10

GENERAL

10.1

Interpretation - “holding securities”

When this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder has direct or indirect beneficial ownership of, or control or direction over, the securities.

10.2

Further Assurances

The Parties will execute and deliver any further documents and perform any further acts reasonably requested by any of the Parties to this Agreement which are necessary to carry out the intent of this Agreement.

10.3

Time

Time is of the essence of this Agreement.

10.4

Incomplete IPO

If the Issuer does not complete its IPO and has become a reporting issuer in one or more jurisdictions because it has obtained a receipt for its IPO prospectus, this Agreement will remain in effect until the securities regulators in those jurisdictions order that the Issuer has ceased to be a reporting issuer.

10.5

Governing Laws

The laws of British Columbia (the “Principal Regulator”) and the applicable laws of Canada will govern this Agreement.

10.6

Jurisdiction

The securities regulator in each jurisdiction where the Issuer files its IPO prospectus has jurisdiction over this Agreement and the escrow securities. The Issuer’s principal jurisdiction is British Columbia.

10.7

Consent of Securities Regulators to Amendment

Except for amendments made under Part 3, the securities regulators with jurisdiction must approve any amendment to this Agreement and will apply mutual reliance principles in reviewing any amendments that are filed with them. Therefore, the consent of the Principal Regulator will evidence the consent of all securities regulators with jurisdiction.

10.8

Counterparts

The Parties may execute this Agreement in counterparts, all of which together will be one agreement.

10.9

Singular and Plural

Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required by the context.

10.10

Language

This Agreement has been drawn up in the English language at the request of all Parties.

10.11

Benefit and Binding Effect

This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement.

10.12

Entire Agreement

This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and supersedes any and all prior understandings and agreements.

10.3	Successor to Escrow Agent

Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction.

The Parties have executed and delivered this Agreement as of the date set out above.

COMPUTERSHARE INVESTOR SERVICES INC.

Per: “Chester Wlodarczyk” Authorized Signatory		Per: “Karl Burgess” Authorized Signatory
Chester Wlodarczyk, Relationship Manager Print Name and Title		Karl Burgess, Manager Print Name and Titleager

VIRTUALARMOR INTERNATIONAL INC.
Per: “Christopher Blisard” Authorized Signatory Print Name: Christopher Blisard		Per: “Todd Kannegieter” Authorized Signatory Print Name: Todd Kannegieter

If Securityholder is an individual: Signed, sealed and delivered by Christopher Blisard in the presence of: “Matthew Brennan”	) ) ) ) ) )
Name of Witness	) )
	)
Address	) )	"Christopher Blisard" CHRISTOPHER BLISARD
	) )
Occupation

If Securityholder is an individual: Signed, sealed and delivered by Todd Kannegieter in the presence of: “Matthew Brennan”	) ) ) ) ) )
Name of Witness	) )
	)
Address	) )	"Todd Kannegieter" TODD KANNEGIETER
	) )
Occupation

Schedule “A” to Escrow Agreement

Securityholder

Name: Christopher Blisard

Securities:

Class or description	Number	Certificate(s) (if applicable)
Common Shares	14,218,665	-

Securityholder

Name: Todd Kannegieter

Securities:

Class or description	Number	Certificate(s) (if applicable)
Common Shares	13,242,600	-

Schedule “B” to Escrow Agreement Acknowledgment and Agreement to be Bound

I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated ___________________ (the “Escrow Agreement”).

For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement.

Dated at ______________ on _____________________ .

Where the transferee is an individual:

Signed, sealed and delivered by [Transferee] in the presence of:	) ) ) ) ) )
Signature of Witness	) )
	)
Name of Witness	) )	[Transferee]

Where the transferee is not an individual: [Transferee]
Authorized signatory

Authorized signatory

EX1A-3 HLDRS RTS 6 ex3x2-stockrestriction.htm EXHIBIT 3.2

Exhibit 3.2

STOCK RESTRICTION AGREEMENT

THIS AGREEMENT is dated effective _______________, 2015 (the “Effective Date”).

BETWEEN

VIRTUALARMOR INTERNATIONAL INC., a company incorporated under the laws of Colorado, USA with a head office of suite 301 – 10901 West Toller Drive, Littleton, CO 80127

(the “Company”)

AND

__________________, ________________________.

(the “Shareholder”)

WHEREAS:

The Company plans to apply and list its common shares on the Canadian Securities Exchange (the “CSE”) and in connection with such application for listing, requires that principals of an issuer (as those terms are defined in National Policy 46-201) of the Company, including directors, officers, and major shareholders of its common stock, enter into a stock restriction agreement in a form acceptable to CSE;

B.	The Shareholder will own _________ common shares in the capital of the Company (the “Restricted Securities”) at the time of listing the Company’s common shares on CSE; and

C.	In furtherance of the listing of the Company on the CSE, the Shareholder has agreed that the Restricted Securities will be subject to certain restrictions as further described in this Agreement.

NOW THEREFORE, in consideration of the mutual promises made in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. RESTRICTION ON TRANSFER OF RESTRICTED SECURITIES

1.1

Transfer Restrictions. The Shareholder hereby agrees that, without the prior written consent of the Company, with such permission not to be unreasonably withheld, it will not directly or indirectly during the Term (as it is defined in Section 3), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of the Restricted Securities or any securities convertible into or exchangeable or exercisable for any of the Restricted Securities, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, whether any such swap or transaction is to be settled by delivery of the Restricted Securities or other securities, in cash or otherwise.

1.2

Permitted Transfers. Notwithstanding anything to the contrary in this Agreement, the transfer restrictions set forth in Section 1.1 shall not apply to the transfer of any Released Shares (as defined in Section 2) or to the following transfers of the Restricted Securities made or caused by Shareholder:

1.2.1

A transfer of the Restricted Securities to the Company pursuant to a redemption initiated by the Company;

1.2.2

A transfer during the Shareholder’s lifetime or on the Shareholder’s death by will or intestacy to the Shareholder’s beneficiaries or a trust for the benefit of the Shareholder’s beneficiaries (for purposes of this Agreement, “beneficiary” shall mean the Shareholder and the immediate family of the Shareholder, including any relationship by blood, marriage or adoption, not more remote than first cousin); or

1.2.3

If the Shareholder is an entity, a transfer made as a distribution solely to members, partners, or shareholders of such Shareholder.

Transfers made pursuant to this Section, with the exception of any transfer of Released Shares, shall not be valid unless and until the transferee shall have executed a joinder to this Agreement and any other agreements reasonably required by the Company pursuant to which such transferee(s) agree to be bound by the terms and conditions of this Agreement.

2. TIMED RELEASE SCHEDULE FOR SHARES

The term “Released Shares” shall mean those of the Restricted Securities which are released from stock restrictions in accordance with the following automatic timed release schedule:

Date of Automatic Timed Release	Amount of Restricted Securities Released
On the date our securities are listed on the CSE (the “Listing Date”)	1/10 of the Restricted Securities
6 months after the Listing Date	1/6 of the remainder of the Restricted Securities
12 months after the Listing Date	1/5 of the remainder of the Restricted Securities
18 months after the Listing Date	1/4 of the remainder of the Restricted Securities
24 months after the Listing Date	1/3 of the remainder of the Restricted Securities
30 months after the Listing Date	1/2 of the remainder of the Restricted Securities
36 months after the Listing Date	The remainder of the Restricted Securities

3. TERM

The term of this Agreement (the “Term”) shall begin on the Effective Date and shall terminate on the earlier of: (a) the sale of all Restricted Securities subject to this Agreement; and (b) one year from the Listing Date.

4. UNILATERAL AMENDMENT

The Shareholder expressly consents and agrees with the Company that the Company may effect a unilateral amendment to the vesting schedule set out in Section 2 in the event that the CSE requires such an amendment in order to approve the Company’s common shares for listing, and in order for such amendment to take effect, the Company shall deliver or cause to be delivered to the Shareholder at its address set out on the cover page of this Agreement a notice of amendment setting out the replacement vesting schedule, with no further action necessary or required on the part of the Shareholder in order for such amendment to take effect as of the date specified by the Company in the notice of amendment.

5. VIOLATIONS OF TRANSFER RESTRICTIONS; REMEDIES

5.1	Stop Transfer Instructions. The Shareholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any of the Restricted Securities except in compliance with the provisions of this Agreement.

5.2

Violations. The Company will not be required to (a) transfer on its books any of the Restricted Securities that have been transferred in violation of any of the provisions set forth in this Agreement, or (b) treat as the owner of such Restricted Securities, or accord the right to vote as such owner, or pay dividends to any transferee to whom such Restricted Securities are purported to have been so transferred in violation of any of the provisions set forth in this Agreement.

5.3

Power of Attorney. The Shareholder hereby appoints the Company as the Shareholder’s attorney-in-fact with irrevocable power and authority in the name and on behalf of the Shareholder to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate (or certificates) evidencing the Restricted Securities to the appropriate person or entity upon a transfer made in violation of this Agreement.

5.4

Injunctions; Other Remedies. The Shareholder acknowledges and agrees that the provisions of this Section 5 are reasonable and necessary for the protection of the Company’s business interests, that irreparable injury will result to the Company if Shareholder breaches any of the terms of the Agreement, and that in the event of a breach of any terms of the Agreement, the Company will have no adequate remedy at law. The Shareholder further agrees that in the event of any actual or threatened breach by it of any provision of this Agreement, the Company shall be entitled to immediate temporary injunctive and other equitable relief, and without the necessity of showing actual monetary damages, subject to hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any liquidated damages.

6. REPORT OF SALE OF RESTRICTED SECURITIES

The Shareholder agrees to deliver to the Company at its principal office, addressed to the Company’s Chief Financial Officer and upon request by the Company, within five (5) business days following the sale of any of the Restricted Securities, a report signed from the Shareholder’s broker which is to include the following information: (a) the name of the Shareholder; (b) the number of Restricted Securities transferred; (c) the price applicable to the Restricted Securities transferred, as of the date of transfer; (d) a statement as to whether the sale was made pursuant to a private resale or via a brokerage transaction; (e) the name of the securities exchange on which such Restricted Securities were sold, if applicable; and (f) if derivatives of such Restricted Securities were transferred, the exercise price, term, and other standard terms of the derivatives.

7. ADJUSTMENTS TO RESTRICTED SECURITIES

In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of Company affecting the Restricted Securities, the new securities replacing the Restricted Securities will be subject to all of the conditions and restrictions that were applicable to the Restricted Securities pursuant to this Agreement.

8. IMPACT OF CORPORATE TRANSACTION

In the event of: (a) a sale of substantially all of the assets of the Company; (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation in which shareholders immediately before the merger or consolidation have, immediately after the merger or consolidation, greater stock voting power); (c) a merger in which the Company is the surviving corporation but the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise (other than a reverse merger in which shareholders immediately before the merger have, immediately after the merger, greater stock voting power); (d) any transaction or series of related transactions in which in excess of 50% of the Company’s voting power is transferred; or (e) the acquisition by the Company of financing equal to or in excess of an aggregate of $10,000,000 (collectively, a “Corporate Transaction”), then immediately prior to effectiveness of such Corporate Transaction the restrictions set forth in this Agreement shall terminate as to all Restricted Securities owned by the Shareholder immediately and without action by the Company or Shareholder.

9. RIGHTS OF SHAREHOLDER

Except as otherwise provided herein, the Shareholder shall exercise all rights and privileges of a shareholder of the Company with respect to the Restricted Securities, and the Company shall list the Shareholder as a shareholder on its corporate books and records.

10. RESTRICTIVE LEGENDS

All certificates representing the Restricted Securities shall have endorsed thereon a legend in substantially the following form (in addition to any other legend which may be required by other agreements between the parties hereto or applicable securities regulations):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON SALE OR OTHER TRANSFER PURSUANT TO TERMS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO THE AGREEMENT IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

11. MISCELLANEOUS

10.1	Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon the Shareholder, the Shareholder’s successors, and the Shareholder’s assigns.

10.2

Legal Fees; Specific Performance. The Shareholder shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and legal fees. It is expressly agreed between the parties that money damages are inadequate to compensate the Company for the Restricted Securities and that the Company shall, upon forfeiture of Restricted Securities, be entitled to specific enforcement of its right to revoke said Restricted Securities.

10.3	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

10.4

Independent Counsel. The Shareholder acknowledges that this Agreement has been prepared on behalf of the Company by legal counsel to the Company, and that the Company’s legal counsel does not represent, and is not acting on behalf of, the Shareholder. The Shareholder has been advised and provided with an opportunity to consult with Shareholder’s own counsel with respect to this Agreement.

10.5

Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. Except as provided in Section 4, this Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

10.6

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

10.7	Counterparts and Delivery. This Agreement may be executed in counterparts and delivered by electronic communication.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date set out on the first page above.

VIRTUALARMOR INTERNATIONAL INC.

Per:

Authorized Signatory

SIGNED and DELIVERED by -_______________ in the presence of:

Witness (Signature)

Name (please print)

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EX1A-4 SUBS AGMT 7 ex4x1.htm EXHIBIT 4.1

Exhibit 4.1

THE SECURITIES BEING OFFERED BY VIRTUALARMOUR INTERNATIONAL INC. HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR APPLICABLE STATE BLUE SKY OR SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. ALTHOUGH AN OFFERING CIRCULAR HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, THAT OFFERING CIRCULAR DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES INVOLVE A VERY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.

INVESTORS ARE REQUIRED TO REPRESENT IN THIS SUBSCRIPTION AGREEMENT THAT THEY MEET CERTAIN QUALIFICATION CRITERIA SET FORTH HEREIN. IN ADDITION, INVESTORS MAY BE REQUIRED TO FURNISH WRITTEN EVIDENCE OF COMPLIANCE WITH ANY ADDITIONAL OR GREATER SUITABILITY STANDARDS AS MAY BE IMPOSED UNDER APPLICABLE SECURITIES LAWS.

THE ISSUER IS ONLY OFFERING THE SECURITIES IN BRITISH COLUMBIA, ONTARIO AND QUÉBEC.

VIRTUALARMOUR INTERNATIONAL INC.

SUBSCRIPTION AGREEMENT – COMMON STOCK

Instructions

1.	Complete and sign pages 1 and 2 of the Subscription Agreement.

2.	Complete and sign the U.S. Accredited Investor Certificate attached as Schedule A to the Subscription Agreement.

3.	Complete and sign the Canadian Accredited Investor Certificate attached as Schedule B to the Subscription Agreement (including, if applicable, the Risk Acknowledgement Form for Individual Accredited Investors attached as Appendix I to Schedule B).

4.	Deliver a completed and signed copy of this Subscription Agreement and both Schedules to Burns Figa & Will PC, Attn: Victoria Bantz, 6400 S Fiddlers Green Circle, Suite 1000, Centennial, Colorado 80111, Email: vbantz@bfwlaw.com.

5.	Remit payment to the Escrow Agent for the Subscription Proceeds by wire transfer price in United States dollars to the following escrow account:

Bank:

Account Name:

Account Number:

Routing Number:

Swift Code:

SUBSCRIPTION AGREEMENT

To:	VirtualArmour International Inc. (the “Company”), a Colorado corporation, of 8085 S Chester Street, Suite 108, Centennial, Colorado 80112

The undersigned (the “Subscriber”) irrevocably tenders to the Company this subscription offer which, upon acceptance by the Company, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Company, to issue and sell to the Subscriber the number of shares of common stock (the “Shares”) of the Company at a price of US$____ per Share set out below on the terms and subject to the conditions set out in this Subscription Agreement.

Number of Shares:	___________
Total Purchase Price: (Minimum US$25,000)	US$___________

DATED this ____ day of ___, 2017.

__________________________________ (Name of Subscriber – please print)	__________________________________ (Subscriber’s Residential or Head Office Address)
by: __________________________________ (Official Capacity or Title – please print)	_________________________________
__________________________________ Authorized Signature	__________________________________ (Telephone Number)
__________________________________ Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.)	__________________________________ (E-mail Address) __________________________________ (Tax ID # or Social Insurance Number)

Registration Instructions (if other than in name of Subscriber):	Delivery Instructions (if other than the address above):
__________________________________ Name	__________________________________ Account reference, if applicable
__________________________________ Account reference, if applicable	__________________________________ Contact Name
__________________________________Address	__________________________________ Address
__________________________________	__________________________________
	__________________________________ Telephone Number
	__________________________________ Facsimile Number

Present Ownership of Securities

The Subscriber either [check appropriate box]:

		owns directly or indirectly, or exercises control or direction over, no common shares in the capital stock of the Company or securities convertible into common shares in the capital stock of the Company; or

		owns directly or indirectly, or exercises control or direction over, __________ common shares in the capital stock of the Company, and convertible securities entitling the Subscriber to acquire an additional __________ common shares in the capital stock of the Company.

Insider Status

The Subscriber either [check appropriate box]:

		is an “Insider” of the Company as defined in the Securities Act (British Columbia); or
		is not an Insider of the Company.

Registrant Status

The Subscriber is either [check appropriate box]:

		is a “Registrant” as defined in the Securities Act (British Columbia); or
		is not a Registrant

This subscription is accepted by VirutalArmour International Inc. this _____ day of _______________, 2017.

VIRTUALARMOUR INTERNATIONAL INC.

Per: __________________________________
Authorized Signatory

NOTE: The information collected herein will be used by the Company in determining whether the Subscriber meets the requirements for the applicable prospectus and registration exemptions, for making certain filings with applicable regulatory authorities and for meeting its requirements under securities legislation with respect to the mailing of continuous disclosure materials of the Company to the Subscriber. By signing this agreement, the Subscriber hereby consents to the collection and use of all of the Subscriber’s personal information contained herein by the Company for the above referenced purposes.

1.	INTERPRETATION

1.1	In this Subscription Agreement, unless the context otherwise requires:

(a)

“Applicable Securities Laws” means the securities legislation of the Private Placement Jurisdictions and the regulations, rules, administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted by the Securities Commissions, all as amended;

(b)

“Canadian Accredited Investor” means an “accredited investor” within the meaning of NI 45-106;

(c)

“Canadian Accredited Investor Certificate” means the certificate attached to this Subscription Agreement as Schedule B;

(d)

“Canadian Private Placement Memorandum” means the Company’s Canadian Private Placement Memorandum dated _______, 2017;

(e)

“Closing” means the completion of the purchase and sale of the Subscriber’s Shares pursuant to this Subscription Agreement;

(f)

“Closing Date” means the date of completion of the sale of Shares under the Private Placement as may be determined by the Company;

(g)

“Company” has the meaning set forth on page 1 of this Subscription Agreement;

(h)

“Escrow Agent” means Burns Figa & Will PC;

(i)

“Minimum Private Placement Size” has the meaning set forth in Section 2.1;

(j)

“NI 45-106” means National Instrument 45-106 - Prospectus Exemptions published by the Canadian Securities Administrators;

(k)

“Parties” or “Party” means the Subscriber, the Company or both, as the context requires;

(l)

“Private Placement” has the meaning set forth in Section 2.1;

(m)

“Private Placement Jurisdictions” means British Columbia, Ontario and Québec;

(n)

“Regulation D” means Regulation D under the U.S. Securities Act;

(o)

“SEC” means the United States Securities and Exchange Commission;

(p)

“Securities Commissions” means the SEC and the provincial securities commission in each of the Private Placement Jurisdictions;

(q)

“Share” has the meaning set forth on page 1 of this Subscription Agreement;

(r)

“Shareholding Confirmation” means the written confirmation Subscribers will receive from the Transfer Agent following Closing;

(s)

“Subscriber’s Shares” means those Shares which the Subscriber has agreed to purchase under this Subscription Agreement;

(t)

“Subscription Agreement” means this subscription agreement to be entered into between the Company and the Subscriber for the purchase of Shares and includes all schedules and appendices attached hereto, in each case as they may be amended or supplemented from time to time;

(u)

“Subscription Proceeds” means the gross proceeds from the sale of the Subscriber’s Shares;

(v)

“Transfer Agent” means Computershare Investor Services Inc.;

(w)

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

(x)

“U.S. Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

(y)

“U.S. Accredited Investor Certificate” means the certificate attached to this Subscription Agreement as Schedule A;

(z)

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

1.2 Time is of the essence of this Subscription Agreement and will be calculated in accordance with the provisions of the Interpretation Act (British Columbia).

1.3 This Subscription Agreement is to be read with all changes in gender or number as required by the context.

1.4 The headings in this Subscription Agreement are for convenience of reference only and do not affect the interpretation of this Subscription Agreement.

1.5 Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.

1.6 Unless otherwise indicated, all dollar amounts referred to in this Subscription Agreement are in lawful currency of the United States.

1.7 This Subscription Agreement is made under, shall be construed in accordance with, and shall be governed by the laws of the Colorado, without regard to conflicts of laws principles.

2.	THE PRIVATE PLACEMENT

2.1 This Subscription Agreement is being entered into pursuant to an offering of Shares at US$_____ per Share (the “Private Placement”) pursuant to the terms of the Canadian Private Placement Memorandum. There is a minimum investment of US$25,000 and purchase of ____ shares per investor in the Private Placement. The maximum aggregate amount of the Private Placement is US$__________. The minimum aggregate amount of the Private Placement is US$300,000 (the “Minimum Private Placement Size”). All funds received in the Private Placement will be deposited with the Escrow Agent until Closing. If the Issuer does not meet the Minimum Private Placement Size, the Subscription Proceeds will be released by the Escrow Agent to the Subscriber.

2.2 By executing this Subscription Agreement, the Subscriber offers to purchase from the Company that number of Shares set forth on the first page hereof, subject to the terms and conditions set out herein. The Subscriber acknowledges that the offer is subject to: (a) the acceptance of this subscription by the Company, (b) delivery by the Subscriber of the documents set out in Section 5.2, (c) receipt of all necessary regulatory approvals, and (d) certain other terms and conditions as set forth herein. Upon the Company’s acceptance of this subscription, this Subscription Agreement will constitute an agreement for the purchase by the Subscriber from the Company and for the Company to issue and sell to the Subscriber, the number of Shares set forth on the first page hereof on the terms and conditions set forth herein.

2.3 The Subscriber acknowledges and agrees that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription for Shares for any reason or no reason, in whole or in part, at any time prior to acceptance thereof, notwithstanding execution of this Subscription Agreement by or on behalf of the Investor.

2.4 The Subscription Proceeds will be deposited with the Escrow Agent and upon the Company’s acceptance of this Subscription Agreement, it will issue the Subscriber’s Shares, provided that the Minimum Private Placement Size has been met. If the Company does not meet the Minimum Private Placement Size, the Subscription Proceeds will be released by the Escrow Agent to the Subscriber.

2.5 The Private Placement is not, and under no circumstance is to be construed as, a public offering of the Shares. The Private Placement is not being made, and this subscription does not constitute an offer to sell or the solicitation of an offer to buy the Shares in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation.

3.	REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER

3.1 The Subscriber acknowledges, represents, warrants and covenants to and with the Company that:

(a)

the Subscriber has (i) been furnished with, and has carefully read, the Canadian Private Placement Memorandum and this Subscription Agreement, as well as all other documents referenced in the Canadian Private Placement Memorandum concerning the terms and conditions of the offering and other matters pertaining to an investment in the Company and (ii) had the opportunity to obtain any additional information which the Company can acquire without unreasonable effort or expense that is appropriate to evaluate the merits and risks of an investment in the Company. In considering a subscription for Shares, the Subscriber has not relied upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any officer, employee, agent or affiliate thereof pursuant to the Canadian Private Placement Memorandum or otherwise, other than as set forth in this Subscription Agreement. The Subscriber has carefully considered and has, to the extent it believes such discussion necessary, discussed with legal, tax, accounting and financial advisers the suitability of an investment in the Company in light of its particular tax and financial situation, and has determined that the Shares being subscribed for by it hereunder are a suitable investment for the Subscriber. The Subscriber’s decision to subscribe for the Shares has not been made in reliance upon any representation, warranty or guarantee as to the performance to be achieved by the Company;

(b)

the Subscriber (either alone or together with any advisors retained by such person in connection with evaluating the merits and risks of prospective investments) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing the Shares including the risks set forth in the Canadian Private Placement Memorandum, and is able to bear the economic risk of such investment, including a complete loss. The Subscriber understands that (i) no market for resale of any Share exists or is expected to develop and (ii) the Subscriber may not be able to liquidate its investment in the Company;

(c)

the offer and sale of the Shares was made exclusively through the final version of the Canadian Private Placement Memorandum and was not made through an advertisement of the Shares in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada;

(d)

the Subscriber has reviewed and acknowledges the terms referred to below under the section entitled “Resale Restrictions”;

(e)

the Subscriber is purchasing as principal, or is deemed to be purchasing as principal in accordance with Applicable Securities Laws, for its own account and not as agent for the benefit of another person, and in either case is purchasing the Subscriber’s Shares for investment only and not with a view to the resale or distribution of all or any of the Subscriber’s Shares;

(f)

the Subscriber certifies that it is resident in the jurisdiction set out under “Subscriber’s Residential or Head Office Address” on page 1 of this Subscription Agreement which address is the residence or principal place of business of the Subscriber, and such address was not obtained or used solely for the purpose of acquiring the Subscriber’s Shares;

(g)

the Subscriber understands that the Shares have not been registered under the U.S. Securities Act. The Subscriber also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the U.S. Securities Act based in part upon the Subscriber’s representations contained in this Subscription agreement;

(h)

the Subscriber meets the definintion of a U.S. Accredited Investor and has completed and signed the U.S. Accredited Investor Certificate attached as Schedule A hereto;

(i)

the Subscriber is entitled under applicable Canadian securities laws to purchase the Shares without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing, the Subscriber is a Canadian Accredited Investor and has completed and signed the Canadian Accredited Investor Certificate attached as Schedule B hereto (including if applicable, the Risk Acknowledgement Form for Individual Accredited Investors attached as Appendix I to Schedule B);

(j)

the Subscriber was not created or used solely to purchase or hold the Shares in reliance upon an exemption from the prospectus or registration requirements of Applicable Securities Laws. Without limiting the foregoing, the Subscriber is not a person created or used solely to purchase or hold the Shares as a Canadian Accredited Investor as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106;

(k)

the Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the securities on any market or take any steps (including registration under the U.S. Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. The Subscriber acknowledges that it is able to bear the economic risk of losing subscriber’s entire investment in the Shares. The Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares;

(l)

no person has made to the Subscriber any written or oral representations:

(i)

that any person will resell or repurchase any of the Shares;

(ii)

that any person will refund the purchase price of any of the Shares; or

(iii)

as to the future price or value of any of the Shares;

(m)

the Subscriber will not become a "control person" (as defined in the Applicable Securities Laws) by virtue of the purchase of the Subscriber’s Shares, and does not intend to act in concert with any other person to form a control group of the Company;

(n)

the Subscriber acknowledges that:

(i)

no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares;

(ii)

there is no government or other insurance covering the Shares;

(iii)

there are risks associated with the purchase of the Shares;

(iv)

there are restrictions on the Subscriber’s ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; and

(v)

the Company has advised the Subscriber that the Company is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Applicable Securities Laws and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber;

(o)

this subscription has not been solicited in any other manner contrary to the Applicable Securities Laws, and the Subscriber acknowledges that the Subscriber will not receive an offering memorandum or other disclosure document in respect of the Company other than the Canadian Private Placement Memorandum;

(p)

there are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon the Subscriber. The Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim;

(q)

none of the Subscription Proceeds are, to its knowledge, proceeds obtained or derived, directly or indirectly, as a result of illegal activities and that:

(i)

the funds being used to purchase Shares and advanced by or on behalf of the Subscriber to the Escrow Agent do not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”);

(ii)

the Subscriber is not a person or entity with or in respect of whom transactions may be prohibited under Part II.1 of the Criminal Code (Canada) or under the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (the “RIUNRST”), the United Nations Al-Qaida and Taliban Regulations (the “UNAQTR”), the United Nations Côte d’Ivoire Regulations (the “Côte d’Ivoire Regulations”), the Regulations Implementing the United Nations Resolution on the Democratic People’s Republic of Korea (the “UNRDPRK”), the United Nations Democratic Republic of the Congo Regulations (the “Congo Regulations”), the Regulations Implementing the United Nations Resolution on Eritrea (the “RIUNRE”), the Regulations Implementing the United Nations Resolution on Iran (the “RIUNRI”), the United Nations Liberia Regulations (the “Liberia Regulations”), the Regulations Implementing the United Nations Resolutions on Somalia (the “RIUNRS”), the United Nations Sudan Regulations (the “Sudan Regulations”), the Regulations Implementing the United Nations Resolutions on Libya (the “Libya Regulations”), the Special Economic Measures (Burma) Regulations (the “Burma Regulations”), the Special Economic Measures (Iran) Regulations (the “Iran Regulations”), the Special Economic Measures (Zimbabwe) Regulations (the “Zimbabwe Regulations”), the Freezing Assets of Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the “FACPA Tunisia and Egypt Regulations”), the Special Economic Measures (Syria) Regulations (the “Syria Regulations”), the Special Economic Measures (DPRK) Regulations (the “DPRK Regulations”), the Special Economic Measures (Russia) Regulations (the “Russia Regulations”), the Freezing Assets of Corrupt Foreign Officials (Ukraine) Regulations (“FACPA Ukraine”), the Special Economic Measures (Ukraine) Regulations (the “Ukraine Regulations”), the Regulations Implementing the United Nations Resolutions on the Central African Republic (the “CAR Regulations”), the Regulations Implementing the United Nations Resolution on Yemen (the “Yemen Regulations”), or the Special Economic Measures (South Sudan) Regulations (the “South Sudan Regulations”);

(iii)

the Company may in the future be required by law to disclose the Subscriber’s name and other information relating to the Subscriber and any purchase of the Shares, on a confidential basis, pursuant to the PCMLTFA, Criminal Code (Canada), RIUNRST, UNAQTR, UNRDPRK, RIUNRE, RIUNRI, RIUNRS, the Côte d’Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan Regulations, the Libya Regulations, the Burma Regulations, the Iran Regulations, the Zimbabwe Regulations, the FACPA Tunisia and Egypt Regulations, the Syria Regulations, the DPRK Regulations, the Russia Regulations, FACPA Ukraine, the Ukraine Regulations, the CAR Regulations, the Yemen Regulations, the South Sudan Regulations or as otherwise may be required by applicable laws, regulations or rules, and by accepting delivery of this Canadian Private Placement Memorandum, the Subscriber will be deemed to have agreed to the foregoing;

(iv)

the funds representing the Subscription Proceeds which will be advanced by the Subscriber to the Issuer hereunder have been directly or indirectly derived from, or related to, any activity that may contravene federal, state, or international laws and regulations, including anti-money laundering laws and regulation including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) and regulations of the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). The Subscriber is not acting directly or indirectly for or on behalf of any person, group, entity, or nation named by any Executive Order of the U.S. as a terrorist, Specially Designated National and Blocked Person (“SDN”) or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC. The Subscriber and its affiliates are not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of any SDN. To the best of the knowledge of the Subscriber, the Subscriber agrees that (a) none of the Subscription Proceeds (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber and, (b) the Subscriber agrees to promptly notify the Issuer if it discovers that any of such representations cease to be true, and to provide the Issuer with appropriate information in connection therewith

(v)

to the best of the Subscriber’s knowledge, none of the Subscription Proceeds are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and

(vi)

the Subscriber shall promptly notify the Company if the Subscriber discovers that any of the representations contained in this paragraph (q) cease to be true, and shall provide the Company with appropriate information in connection therewith;

(r)

where required by Applicable Securities Laws, regulations or rules, the Subscriber will execute, deliver and file such reports, undertakings and other documents relating to the purchase of the Shares by the investor as may be required by such laws, regulations and rules, or assist the Company in obtaining and filing such reports, undertakings and other documents;

(s)

the Subscriber acknowledges that it should consult its own legal, financial and tax advisers with respect to the tax consequences of an investment in the Shares in its particular circumstances and with respect to the eligibility of the Shares for investment by such Subscriber under relevant Canadian legislation and regulations, and that such Subscriber has not relied on the Company, any dealer or their authorized agents or the contents of the subscription documents, or any related offering materials authorized and approved by the Company, for distribution to the such Subscriber for any legal, financial or tax advice;

(t)

the Subscriber does not have knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Securities Laws) in the affairs of the Company that has not been generally disclosed to the public, save knowledge of this particular transaction;

(u)

the Subscriber’s decision to tender this offer and purchase the Subscriber’s Shares has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Company or any other person and is based entirely upon this Subscription Agreement, the Canadian Private Placement Memorandum and currently available public information concerning the Company;

(v)

the Company will have the right to accept this subscription offer in whole or in part and the acceptance of this subscription offer will be conditional upon the sale of the Subscriber’s Shares to the Subscriber being exempt from the prospectus and registration requirements under applicable relevant securities legislation;

(w)

the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if an individual is of full age of majority, in the jurisdiction in which the Subscriber is resident, and if the Subscriber is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and all necessary approvals by its directors, shareholders and others have been given to authorize the execution of this Subscription Agreement on behalf of the Subscriber;

(x)

the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber, if applicable, or of any agreement, written or oral, to which the Subscriber, if applicable, may be a party or by which it is or may be bound;

(y)

this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber;

(z)

the Subscriber has been advised to consult its own legal advisors with respect to tax matters and the applicable hold periods imposed in respect of the Shares by applicable securities legislation and regulatory policies and confirms that no representations by the Company have been made respecting the hold periods applicable to the Shares;

(aa)

the Subscriber is aware of the risks and other characteristics of the Shares and of the fact that the Subscriber may not be able to resell the Shares purchased by it except in accordance with the Applicable Securities Laws and regulatory policies and that the Shares may be subject to resale restrictions and may bear a legend to this effect;

(bb)

if required by Applicable Securities Laws, policy or order or by any Securities Commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issue of the Shares as may be required;

(cc)

the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of loss of its investment;

(dd)

the Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding, exercise or disposition of the Shares. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under any tax law of its acquisition, holding or disposition of Shares;

(ee)

the Subscriber acknowledges that it is not aware of the payment of any commission or other remuneration to any person in connection with the execution of this transaction or the purchase of the Shares, other than as specifically provided in the US Offering Circular;

(ff)

it acknowledges that the Company’s counsel is acting as counsel to the Company and not as counsel to the Subscriber;

(gg)

the Subscriber agrees that the Company may be required by law or otherwise to disclose to regulatory authorities the identity of the Subscriber and if applicable the beneficial purchaser for whom the Subscriber may be acting; and

(hh)

the Subscriber agrees that the above representations, warranties, covenants and acknowledgements in this subsection will be true and correct both as of the execution of this subscription and as of the day of Closing.

3.2 In addition, each Subscriber who is resident of Ontario represents to the Company that such Subscriber:

(a)

has been notified by the Company:

(i)

that the Company may be required to provide certain personal information (“personal information”) pertaining to the investor as required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106 (including its name, address, telephone number and the number and value of any Shares purchased), which Form 45-106F1 may be required to be filed by the Company under NI 45-106;

(ii)

that such personal information may be delivered to the Ontario Securities Commission (the “OSC”) in accordance with NI 45-106;

(iii)

that such personal information is collected indirectly by the OSC under the authority granted to it under the securities legislation of Ontario;

(iv)

that such personal information is collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and

(v)

that the public official in Ontario who can answer questions about the OSC’s indirect collection of such personal information is the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-3684; and

(b)

has authorized the indirect collection of the personal information by the OSC.

3.3 Further, the Subscriber acknowledges that its name, address, telephone number and other specified information, including the number of Shares it has purchased and the aggregate purchase price paid by the investor, may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian laws. By purchasing Shares, the investor consents to the disclosure of such information.

3.4 The representations, warranties, covenants and acknowledgements made by the Subscriber contained in this Subscription Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the Closing of the Private Placement and shall continue in full force and effect for the benefit of the Company, for a period of 24 months following the Closing Date. After such 24 month period, the Subscriber shall be released from all obligations and liabilities in respect of the representations, warranties and covenants made by the Subscriber and contained in this Subscription Agreement, except with respect to any claim made by the Company prior to the expiration of such period.

INDEMNITY

4.1 The representations, warranties, covenants and acknowledgements contained herein (including those given in any representation letter executed and delivered by the Subscriber pursuant to the provisions hereof) will survive Closing and the issuance of the Subscriber’s Shares and are made by the Subscriber with the intent that they be relied upon by the Company and its counsel in determining the Subscriber’s suitability as a purchaser of Shares, and the Subscriber hereby agrees to indemnify the Company and its affiliates, shareholders, directors, officers, employees, agents (including counsel), advisors and shareholders against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Company immediately of any change in any representation, warranty or other material information relating to the Subscriber set forth in this Subscription Agreement which takes place prior to the Closing Date.

CLOSING

5.1 The Closing will take place on such date or dates to be determined by the Company.

5.2 Upon execution of this Subscription Agreement, the Subscriber will deliver to the Company:

(a)

this Subscription Agreement, duly executed by the Subscriber;

(b)

payment by wire transfer or ACH payment in United States dollars to the Escrow Agent pursuant to the instructions set forth above, for the total Subscription Proceeds;

(c)

completed and duly executed Schedules A and B attached hereto;

(d)

any further documentation as may be reasonably requested by the Company to confirm eligibility of the Subscriber under applicable securities laws; and

(e)

any further documentation as required under securities legislation or by any applicable stock exchange or other regulatory authority and the Subscriber covenants and agrees to do so upon request by the Company.

5.3 At Closing, the Subscriber’s Shares will be issued by the Transfer Agent in book-entry only format and will be represented by a stock transfer ledger, maintained by the Transfer Agent. The Subscriber will receive a Shareholding Confirmation from the Transfer Agent following Closing.

5.4 Upon completion of the Closing, the Company is irrevocably entitled to the Subscription Proceeds, subject to the rights of the Subscriber under this Subscription Agreement and any applicable laws.

6.	RESALE RESTRICTIONS

6.1 The Subscriber understands and acknowledges that the Shares will be subject to resale restrictions under Applicable Securities Laws, the terms of which may be endorsed on the Shareholding Confirmation as a printed legend, and the Subscriber agrees to comply with such resale restrictions. The Subscriber also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Subscriber is solely responsible (and the Company is not responsible) for complying with such restrictions and the Company is not responsible for ensuring compliance by the Subscriber with the applicable resale restrictions.

6.2 If the Subscriber is a Canadian resident, the Subscriber understands and acknowledges that, until such time as the same is no longer required under applicable requirements of Applicable Securities Laws, the Shareholding Confirmation will bear the following legends in addition to any other legends that may be required to be endorsed thereon:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ●”;

in such case with the ● completed to reflect the date that is four months plus one day following the date on which the Shares are issued.

7.	MISCELLANEOUS

7.1 All Disputes arising out of or relating to this Subscription Agreement and all actions to enforce this Agreement shall be adjudicated in the state courts of Colorado or the federal courts sitting in the City and County of Denver, Colorado. The parties hereto irrevocably submit to the jurisdiction of such courts in any suit, action or proceeding relating to any such Dispute. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process or as permitted by law, shall be necessary in order to confer jurisdiction upon the undersigned in any such court. For the purposes of the foregoing, the term “Dispute” means all claims, disputes, or other controversies arising out of, or relating to, this Subscription Agreement, the purchase of the Shares, and any other claims, disputes, or controversies arising out of or relating to the management or operations under this Subscription Agreement or the purchase of the Shares as described herein.

7.2 The Subscriber agrees to make, execute and deliver any and all further assurances or other documents necessary to give full force and effect to the meaning and intent of this Subscription Agreement, including any such documentation that the Company may require to verify eligibility of the Subscriber under applicable securities laws.

7.3 This Subscription Agreement, which includes any interest granted or right arising under this Subscription Agreement, may not be assigned or transferred.

7.4 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the Parties with respect to the Shares and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Company or by anyone else.

7.5 The parties may amend this Subscription Agreement only in writing.

7.6 This Subscription Agreement enures to the benefit of and is binding upon the Parties and, as the case may be, their respective heirs, executors, administrators and successors.

7.7 A Party will give all notices or other written communications to the other Party concerning this Subscription Agreement by hand or by registered mail addressed to such other Party’s respective address which is noted on page 1 of this Subscription Agreement.

7.8 This Subscription Agreement may be executed in counterparts, each of which when delivered will be deemed to be an original and all of which together will constitute one and the same document and the Company will be entitled to rely on delivery by facsimile machine of an executed copy of this subscription, and acceptance by the Company of such facsimile copy will be equally effective to create a valid and binding agreement between the Subscriber and the Company as if the Company had accepted the subscription originally executed by the Subscriber.

7.9 The Subscriber hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

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SCHEDULE A

U.S. ACCREDITED INVESTOR CERTIFICATE

The categories listed herein contain certain specifically defined terms. Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement and in Applicable Securities Laws. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your legal advisor before completing this certificate.

In connection with the purchase by the undersigned Subscriber of the Shares, the Subscriber hereby represents, warrants, covenants and certifies to the Company (and acknowledges that the Company and its legal counsel is relying thereon) that:

(i)

the Subscriber is purchasing the Shares as principal for its own account and not for the benefit of any other person;

(ii)

the Subscriber is an “accredited investor” within the meaning of Applicable Securities Laws on the basis that the undersigned fits within one of the categories of an “accredited investor” reproduced below, beside which the undersigned has indicated the undersigned belongs to such category;

(iii)

the Subscriber was not created or used solely to purchase or hold securities as an accredited investor; and

(iv)

upon execution of this Schedule A by the Subscriber, this Schedule A shall be incorporated into and form a part of the Subscription Agreement.

The undersigned understands that the Company is relying on this information in determining to sell securities to the undersigned in a manner exempt from the prospectus requirements of the Applicable Securities Laws (as defined in the attached Subscription Agreement) and that the Company may require additional information or action to be taken by the undersigned to verify the undersigned’s eligibility for this exemption.

PLACE YOUR INITIALS BESIDE EACH CATEGORY BELOW WHICH APPLIES TO YOU.

___	(a) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Employee Retirement Income Security Act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or if the employee benefit plan has total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are otherwise accredited investors;
___	(b) a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;
___	(c) an organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or a partnership (in each case not formed for the specific purpose of acquiring the Shares) with total assets in excess of US$5,000,000;

A-1

___	(d) a natural person whose net worth, individually or jointly with spouse, exceeds US$1,000,000 at this time (excluding the value of that person’s primary residence and excluding any debt up to (and not exceeding) the value of the residence, but adding back any debt incurred within 60 days of this subscription unless incurred in connection with the purchase of the primary residence);
___	(e) a natural person who had an individual income in excess of US$200,000 in each of the two most recent calendar years or joint income with spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same level of income in the current calendar year;
___	(f) a trust with total assets in excess of US$5,000,000 not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Shares;
___	(g) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity;
___	(h) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
___	(i) an insurance company as defined in Section 2(13) of the Act;
___	(j) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940;
___	(k) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
___	(l) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;
___	(m) any entity in which all the equity owners are accredited investors (i.e., by virtue of their meeting any of the other tests for an “accredited investor”);
___	(n) any director or executive officer of the Company;

A-2

The foregoing representations contained in this U.S. Accredited Investor Certificate are true and accurate as of the date of this Certificate and will be true and accurate as of the time of issuance of the Shares. If any such representations shall not be true and accurate prior to the time of issuance of the Shares, the undersigned shall give immediate written notice of such fact to the Company and its legal counsel prior to the time of issuance of the Shares.

Dated: __________________________		Signed: _________________________________

_________________________________ Witness (If Subscriber is an Individual)		_________________________________________ Print the name of Subscriber

_________________________________ Print Name of Witness		_________________________________________ If Subscriber is a corporation, print name and title of Authorized Signing Officer

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SCHEDULE B

CANADIAN ACCREDITED INVESTOR CERTIFICATE

The categories listed herein contain certain specifically defined terms. Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement and in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) promulgated under the Applicable Securities Laws. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your legal advisor before completing this certificate.

(v)

the Subscriber is purchasing the Shares as principal for its own account and not for the benefit of any other person;

(vi)

the Subscriber is an “accredited investor” within the meaning of NI 45-106 on the basis that the undersigned fits within one of the categories of an “accredited investor” reproduced below, beside which the undersigned has indicated the undersigned belongs to such category;

(vii)

the Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) below; and

(viii)

upon execution of this Schedule B by the Subscriber, this Schedule B shall be incorporated into and form a part of the Subscription Agreement.

Note: Individual subscribers must complete the Risk Acknowledgement Form included at Appendix I to this Schedule B unless they check item (j.1) below.

PLACE YOUR INITIALS BESIDE EACH CATEGORY BELOW WHICH APPLIES TO YOU.

IN COMPLETING THIS CERTIFICATE, PLEASE REVIEW THE DEFINITIONS WHICH APPEAR AT THE END OF THIS CERTIFICATE, AND THE GUIDANCE WHICH APPEARS IN THE FOOTNOTES TO THIS CERTIFICATE.

____	(a) a Canadian financial institution (as defined under NI 45-106 or, if in Ontario, as described in paragraph 1, 2 or 3 of subsection 73.1 of the Securities Act (Ontario)), or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);
____	(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
____	(c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
____	(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer (if in Ontario, except as otherwise prescribed by the regulations);

B-1

____	(e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
____	(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
____	(f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
____	(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
____	(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
____	(i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;
____	(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CAD$1,000,000; (Note: If you initial next to this category you must also complete and sign the Risk Acknowledgement Form for Individual Accredited Investors below attached as Appendix I to this Schedule B)
____	(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CAD$5,000,000;
____	(k) an individual whose net income before taxes exceeded CAD$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CAD$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; (Note: If you initial next to this category you must also complete and sign the Risk Acknowledgement Form for Individual Accredited Investors below attached as Appendix I to this Schedule B)
____	(l) an individual who, either alone or with a spouse, has net assets of at least CAD$5,000,000; (Note: If you initial next to this category you must also complete and sign the Risk Acknowledgement Form for Individual Accredited Investors below attached as Appendix I to this Schedule B)
____	(m) a person, other than an individual or investment fund, that has net assets of at least CAD$5,000,000 as shown on its most recently prepared financial statements and was not created, or is used, solely to purchase or hold securities as an accredited investor;
____	(n) an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in Sections 2.10 – Minimum Amount Investment and 2.19 – Additional Investment in Investment Funds of NI 45-106, or; (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under Section 2.18 – Investment Fund Reinvestments of NI 45-106;

B-2

____	(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator, or in Québec, the securities regulatory authority, has issued a receipt;
____	(p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
____	(q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
____	(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
____	(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or paragraph (i) in form and function; or
____	(t) a person in respect of which all of the owners of interests, direct, indirect, or beneficial, except the voting securities required by law to be owned by directors, are persons that are Accredited Investors;
____	(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;
____	(v) a person that is recognized or designated by the securities regulatory authority or, except in Québec, the regulator as an accredited investor; or
____	(w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former souse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

DEFINED TERMS

“bank” means a bank named in Schedule I or II of the Bank Act (Canada).

“Canadian financial institution” means

(a)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under Section 473(1) of that Act, or

(b)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

“control person” means any person that holds or is one of a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, that holds

(a)

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

(b)

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer.

B-3

“director” means

(a)

a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.

“eligibility adviser” means

(a)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(i)

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

(ii)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.

“executive officer” means, for an issuer, an individual who is

(a)

a chair, vice-chair or president,

(b)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(c)

performing a policy-making function in respect of the issuer;

“financial assets” means

(a)

cash,

(b)

securities, or

(c)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

“founder” means, in respect of an issuer, a person who,

(a)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(b)

at the time of the trade is actively involved in the business of the issuer;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction.

B-4

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes: (i) an employee venture capital corporation that does not have a restricted constitution and is registered under Part 2 of the Employee Investment Act (British Columbia) and whose business objective is making multiple investments, and (ii) a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia) whose business objective is making multiple investments.

“non-redeemable investment fund” means an issuer:

(a)

whose primary purpose is to invest money provided by its securityholders;

(b)

that does not invest for the purpose of

(i)

exercising or seeking to exercise control of an issuer other than an issuer which is a mutual fund or a non-redeemable investment fund, or

(ii)

being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(c)

that is not a mutual fund.

“person” includes

(a)

an individual,

(b)

a corporation,

(c)

a partnership, party, trust, fund, and an association, syndicate, or other organized group of persons, whether incorporated or not, and

(d)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

“related liabilities” means

(a)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(b)

liabilities that are secured by financial assets.

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“spouse” means an individual who

(a)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

B-5

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Affiliates and Control

1.	an issuer is considered to be an “affiliate” of another issuer if one of them is the subsidiary of the other, or each of them is controlled by the same person.

2.	a person (the “first person”) is considered to “control” another person (the “second person”) if

(a)

the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b)

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c)

the second person is a limited partnership and the general partner of the limited partnership is the first person.

B-6

The foregoing representations contained in this Canadian Accredited Investor Certificate are true and accurate as of the date of this Certificate and will be true and accurate as of the time of issuance of the Shares. If any such representations shall not be true and accurate prior to the time of issuance of the Shares, the undersigned shall give immediate written notice of such fact to the Company and its legal counsel prior to the time of issuance of the Shares.

Dated: __________________________		Signed: _________________________________

_________________________________ Witness (If Subscriber is an Individual)		_________________________________________ Print the name of Subscriber

_________________________________ Print Name of Witness		_________________________________________ If Subscriber is a corporation, print name and title of Authorized Signing Officer

B-7

APPENDIX I TO SCHEDULE B

FORM 45-106F9
RISK ACKNOWLEDGEMENT FORM
ACCREDITED INVESTORS

INDIVIDUAL ACCREDITED INVESTORS ONLY

WARNING!
This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Shares of common stock	Company: VirtualArmour International Inc.
Purchased from: The Company
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
	Your Initials:
This investment is risky. Initial that you understand that:
Risk of loss - You could lose your entire investment of US$_________ [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk - You may not be able to sell your investment quickly - or at all.
Lack of information -You may receive little or no information about your investment
Lack of advice - You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with you, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet the criteria:	Your Initials:
· Your net income before taxes was more than CAD$200,000 in each of the 2 most recent calendar years and you expect it to be more than CAD$200,000 in the current calendar year. [You can find your net income taxes on your personal income tax return].

B-8

· Your net income before taxes combined with your spouse’s was more than CAD$300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than CAD$300,00 in the current calendar year.
· Either alone or with your spouse, you own more than CAD$1 million in cash and securities, after subtracting any debt related to the cash and securities.
· Either alone or with your spouse, you have net assets of worth more than CAD$5 million. (Your net assets are your total assets (including real estate) minus your total debt).
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:	Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print): Nick Dinsmoor
Telephone: 720-644-0913	Email: nick.dinsmoor@virtualarmour.com
Name of firm (if registered): N/A
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
VirtualArmour International Inc. 8085 S Chester Street, Suite 108 Centennial, CO 80112 http://www. virtualarmour.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca

B-9

EX1A-4 SUBS AGMT 8 ex4x2.htm EXHIBIT 4.2

Exhibit 4.2

CANADIAN PRIVATE PLACEMENT MEMORANDUM

CONFIDENTIAL

VIRTUALARMOUR INTERNATIONAL INC.

(Incorporated under the laws of the State of Colorado)

SHARES OF COMMON STOCK

__________________________

Price: US$_____ per Share
__________________________

This Canadian Private Placement Memorandum constitutes an offering of the Shares (as defined below) only in those jurisdictions and to those persons where and to whom they may be lawfully offered for sale, and only by persons permitted to sell such Shares. This Canadian Private Placement Memorandum is not, and under no circumstances is to be construed as, an advertisement or a public offering of the Shares referred to in this document in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this Canadian Private Placement Memorandum or the merits of the Shares described herein and any representation to the contrary is an offence.

The information contained within this Canadian Private Placement Memorandum is furnished on a confidential basis to prospective investors solely to enable such investors to evaluate the Shares described in this Canadian Private Placement Memorandum. By accepting delivery of this Canadian Private Placement Memorandum, each such prospective investor agrees that they will not transmit, reproduce or otherwise make this Canadian Private Placement Memorandum, or any information contained in it, available to any other person, other than those persons, if any, retained by such prospective investor to advise the investor with respect to the Shares, without the prior written consent of VirtualArmour International Inc.

The date of this Canadian Private Placement Memorandum is ___________, 2017.

CANADIAN PRIVATE PLACEMENT MEMORANDUM
British Columbia, Ontario and Québec

This Canadian Private Placement Memorandum relates to an offering for sale of shares of common stock (the “Shares”) in the capital of VirtualArmour International Inc. (the “Company”). The offering of the Shares in Canada is being made on a private placement basis and only to certain investors in Canada who are permitted to purchase the shares under applicable Canadian securities laws. Canadian investors should refer to “Summary” and “Plan of Distribution” in the US Offering Circular (defined below) for additional information pertaining to the Shares and the terms of the offering.

The Shares are offered subject to certain terms and conditions set forth in the US Offering Circular. The minimum investment per purchase by a Canadian investor is US$25,000 or ____ Shares. The minimum size of the offering is US$300,000 or ____ Shares. The maximum size of the offering is US$_______ or 11,153,889 Shares.

The Company’s board has the discretion to revoke or suspend the offering or to reduce subscriptions. Canadian investors should refer to “Summary” in the US Offering Circular for additional general information.

Attached hereto and forming part of this Canadian Private Placement Memorandum is an offering circular of the Company dated _________, 2017 filed with the Securities and Exchange Commission in the United States under the Securities Act of 1933, including the documents incorporated by reference therein, the exhibits and any supplement that may be made publicly available (collectively, the “US Offering Circular”). All references herein to this Canadian Private Placement Memorandum include the US Offering Circular. Except as otherwise provided herein, capitalized and other terms used within this Canadian Private Placement Memorandum without definition have the meanings assigned to them within the US Offering Circular. The offering of the Shares in Canada is being made solely by this Canadian Private Placement Memorandum and any decision to purchase the Shares should be based solely on information contained within this document. No person has been authorized to give any information or to make any representations concerning this offering other than as contained herein and, if given or made, any such information or representation may not be relied upon. Statements made within this Canadian Private Placement Memorandum are as of the date of this Canadian Private Placement Memorandum unless expressly stated otherwise. Neither the delivery of this Canadian Private Placement Memorandum at any time, nor any other action with respect hereto, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to such date.

Canadian investors are advised that the information contained within the US Offering Circular has not been prepared with regard to matters that may be of particular concern to Canadian investors. Accordingly, Canadian investors should consult with their own legal, financial and tax advisers concerning the information contained within the US Offering Circular and the suitability of an investment in the Shares in their particular circumstances.

This Canadian Private Placement Memorandum constitutes an offering of the Shares in British Columbia, Ontario and Québec (the “Private Placement Jurisdictions”) and is for the confidential use of only those persons to whom it is delivered by the Company in connection with the offering of the Shares in the Private Placement Jurisdictions. The Company reserves the right to reject all or part of any offer to purchase the Shares for any reason or allocate to any investor less than all of the Shares for which it has subscribed.

Investing in the Shares involves financial risks. Canadian investors should refer to “Risk Factors” in the US Offering Circular for additional information and should consult their own legal, financial and tax advisors concerning the risks of an investment in their particular circumstances prior to investing.

Statements made within this Canadian Private Placement Memorandum are as of the date of this Canadian Private Placement Memorandum unless expressly stated otherwise. Neither the delivery of this Canadian Private Placement Memorandum at any time, nor any other action with respect hereto, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to such date.

RESPONSIBILITY

Except as otherwise expressly required by applicable law, no representation, warranty, or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature whatsoever are accepted by the Company as to the accuracy or completeness of the information contained in this Canadian Private Placement Memorandum or any other information provided by the Company in connection with the offering of the Shares.

RESALE RESTRICTIONS

The distribution of the Shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities. Accordingly, any resale of the Shares must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with prospectus and dealer registration requirements or exemptions from the prospectus and dealer registration requirements. These resale restrictions may in some circumstances apply to resales of the Shares outside of Canada. Canadian investors are advised to seek legal advice prior to any resale of the Shares.

Canadian investors should refer to the US Offering Circular for additional general information.

FORWARD-LOOKING INFORMATION

This Canadian Private Placement Memorandum contains “forward-looking information” as such term is defined under applicable Canadian securities laws. Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding the Company’s financial position, business strategy, growth strategies, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company’s expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “scheduled”, “estimates”, “outlook”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Discussions containing forward-looking information may be found, among other places, under “Summary”, “Dilution”, “Plan of Distribution” and “Use of Proceeds to the Issuer” in this Canadian Private Placement Memorandum.

Forward-looking statements in this Canadian Private Placement Memorandum include, but are not limited to, statements with respect to:

the Company’s plans for future business development and marketing activities, including plans for and timing of expansion of its products and services;

the Company’s strategic goals and outlooks;

the Company’s anticipated cash needs and its needs for additional financing, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facilities;

the Company’s ability to protect, maintain and enforce its intellectual property;

the Company’s expectations regarding client and industry acceptance of its products and services;

third-party claims of infringement or violation of, or other conflicts with, intellectual property rights;

the Company’s future growth plans, including expansion into new industry segments;

the Company’s success in building awareness of its services;

the acceptance by the Company’s customers and the marketplace of new technologies and solutions;

the Company’s ability to attract new customers and develop and maintain existing customers;

the Company’s ability to attract and retain personnel;

the Company’s expectations with respect to advancement of its product offering;

the Company’s competitive position and the regulatory environment in which the Company operates;

the Company’s ability to access the capital markets;

anticipated trends and challenges in the Company’s business and the markets in which it operates;

the Company’s intended use of proceeds of the offering;

the completion of the proposed offering.

This forward-looking information is based on management’s opinions, estimates and assumptions in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Given these assumptions, investors should not place undue reliance on this forward-looking information. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from expectations as expressed or implied within this Canadian Private Placement Memorandum. Risks and other factors that could cause actual results to differ materially from expectations include, among other things:

the Company’s efforts to expand its market reach and product and service portfolio;

changes in the regulatory environment or in the way regulations are interpreted;

privacy;

economic conditions;

disruptions in the credit markets;

the Company’s reliance on a few key customers;

the Company’s ability to access additional capital through issuances of equity and debt securities;

the concentration of the Company’s debt funding sources and its ability to access additional capital from those sources, particularly given the current status of its lines of credit;

the financial covenants under the Company’s credit facilities;

security breaches of clients’ confidential information;

a decline in demand for the Company’s products and services;

the Company’s products achieving sufficient market acceptance;

protecting intellectual property rights;

claims by third parties for alleged infringement of their intellectual property rights;

the use of open source software and any failure to comply with the terms of open source licenses;

serious errors or defects in our software and attacks or security breaches;

access to reliable third-party data;

the Company’s risk management efforts;

the Company’s levels of indebtedness from time to time and its ability to repay such debt;

exchange rate fluctuations;

the Company’s marketing efforts and ability to increase brand awareness;

misconduct and/or errors by employees and third-party service providers;

the Company reliance on security operation centers to deliver its services and any disruption thereof;

competition in the industry in which the Company operates;

the Company’s reliance on key personnel;

competition for employees;

preserving the Company’s corporate culture;

risks related to litigation;

earthquakes, fire, power outages, flood, and other catastrophic events, and interruption by man-made problems such as terrorism;

the Company’s discretion in the use of the proceeds of the offering;

volatility in the market price for the Shares;

future sales of the Company’s securities by existing shareholders causing the market price for the Shares to fall;

no cash dividends for the foreseeable future; and

the other factors discussed under “Risk Factors” in the US Offering Circular.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Risk Factors” in the US Offering Circular should be considered carefully by readers.

Although management has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this Canadian Private Placement Memorandum represents the Company’s expectations as of the date of this Canadian Private Placement Memorandum (or as the date they are otherwise stated to be made), and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.

All of the forward-looking information contained in this Canadian Private Placement Memorandum is expressly qualified by the foregoing cautionary statements. Investors should read this entire Canadian Private Placement Memorandum and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in the Shares.

TAXATION

Any discussion of taxation and related matters contained within this Canadian Private Placement Memorandum does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the Shares and, in particular, does not address Canadian tax considerations. Canadian investors should consult with their own legal and tax advisers with respect to the tax consequences of an investment in the Shares in their particular circumstances and with respect to the eligibility of the Shares for investment by such investor under relevant Canadian legislation and regulations.

CURRENCY AND FINANCIAL REPORTING

Currency

All dollar amounts in the US Offering Circular are expressed in United States dollars unless otherwise indicated.

Financial Reporting

The Company prepares its audited consolidated financial statements in United States dollars, and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The financial statements and other information included in the US Offering Circular are unaudited and were prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). U.S. GAAP differs from IFRS. The Company will not provide Canadian investors with any reconciliation of the Company’s financial statements or any other information contained in the Canadian Private Placement Memorandum to IFRS. Accordingly, Canadian investors should consult their own legal and financial advisors for additional information regarding the Company’s financial statements contained in the Canadian Private Placement Memorandum prior to investing in the Shares. Canadian investors should refer to the Company’s audited financial statements and MD&A available on www.sedar.com.

ENFORCEMENT OF LEGAL RIGHTS

The Company is incorporated under the laws of the State of Colorado. All or substantially all of the members of the Company board are located outside of Canada and, as a result, it may not be possible for Canadian investors to effect service of process within Canada upon the Company or such persons. All or a substantial portion of the assets of the Company and such other persons are or may be located outside of Canada and, as a result, it may not be possible to satisfy a judgement against the Company or such persons in Canada or to enforce a judgement obtained in Canadian courts against the Company or persons outside of Canada.

Canadian investors should consult with their own legal advisers concerning the enforceability of civil liabilities and judgements in the United States and other jurisdictions outside of Canada, as applicable, prior to investing in the Shares.

STOCKHOLDER RIGHTS

Canadian investors in the offering will receive Shares, being shares of common stock in the capital of a corporation incorporated under the laws of Colorado. Differences between the laws of Colorado and provincial and applicable federal laws in Canada may result in differences in the rights of shareholders resident in those jurisdictions. Canadian investors should consult with their own legal advisers concerning the differences between shareholder rights under the laws of Colorado and shareholder rights under the laws of their local jurisdiction, prior to investing in the Shares.

LANGUAGE OF DOCUMENTS

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Shares described herein (including for greater certainty this Canadian Private Placement Memorandum any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

RIGHTS OF ACTION FOR DAMAGES OR RESCISSION

Securities legislation in certain of the Canadian provinces provides investors of Shares pursuant to an offering memorandum (such as this Canadian Private Placement Memorandum) with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum and any amendment to it contains a “Misrepresentation”. Where used herein, “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the investor within the time limits prescribed by applicable securities legislation.

Ontario

Section 130.1 of the Securities Act (Ontario) provides that every investor of Shares pursuant to an offering memorandum (such as this Canadian Private Placement Memorandum) shall have a statutory right of action for damages or rescission against the Company in the event that the offering memorandum contains a Misrepresentation. An investor who purchases Shares offered by the offering memorandum during the period of distribution has, without regard to whether the investor relied upon the Misrepresentation, a right of action for damages or, alternatively, while still the owner of the Shares, for rescission against the Company provided that:

(a)

if the investor exercises its right of rescission, it shall cease to have a right of action for damages as against the Company;

(b)

the Company will not be liable if they prove that the investor purchased the Shares with knowledge of the Misrepresentation;

(c)

the Company will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the Shares as a result of the Misrepresentation relied upon; and

(d)

in no case shall the amount recoverable exceed the price at which the Shares were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:

(a)

in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or

(b)

in the case of an action for damages, the earlier of:

(i)

180 days after the date that the investor first had knowledge of the facts giving rise to the cause of action; or

(ii)

three years after the date of the transaction that gave rise to the cause of action.

This Canadian Private Placement Memorandum is being delivered to Ontario investors in reliance on the exemption from the prospectus requirements contained under section 2.3 of National Instrument 45-106 – Prospectus Exemptions (the “accredited investor exemption”). The rights referred to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering memorandum (such as this Canadian Private Placement Memorandum) delivered to a prospective investor in connection with a distribution made in reliance on the accredited investor exemption if the prospective investor is:

(a)

a Canadian financial institution or a Schedule III bank (each as defined in NI 45-106);

(b)

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or

(c)

a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

The foregoing summary is subject to the express provisions of the securities legislation referred to above and the rules, regulations and other instruments thereunder, and reference is made to the complete text of such provisions. Such provisions may contain limitations and statutory defences on which the Company may rely. The enforceability of these rights may be limited as described herein under section entitled “Enforcement of Legal Rights”.

The rights of action for damages or rescission discussed above are in addition to, and without derogation from, any other right or remedy which investors may have at law.

EX1A-6 MAT CTRCT 9 ex6x1.htm EXHIBIT 6.1

Exhibit 6.1

Avanti Executive Suites

Service Agreement

July 19, 2017

Avanti Center Information:	Client Details for: Virtual Armour Federal Tax ID: [xx-xxxxxxx] Broker: Exit Realty Success Commercial 1231 W. 9000 S., Suite E West Jordan, UT 84088 Christie Daughterty

Address: Broadway Media Center 50 West Broadway, Suite 300 Salt Lake City, UT 84101	Address: 8085 S. Chester Street, Suite 108 Centennial, CO 80112

Contact: Ally Berry Phone: 801-961-4015 Email: aberry@avanties.com	Contact: Todd Kannegieter Phone: 720-394-0452 Email: todd.kannegieter@virtualarmour.com


Office number	Number of People	Price Per Office

313	1	$310.00
314	1	$310.00
315	8	$1,005.00
		$1,625.00

Setup fee	$550.00	Term (months)	12
Deposit	$2,437.50	Move-in date	1/15/2017
First month rent	$1,625.00	Start date	2/1/2017
Prorata office fee	$920.83	Renewal date	2/1/2018
Total Due at Signing	$4,612.50

Comments	Offices only include furniture and CAT5 internet

THIS AGREEMENT WILL AUTOMOTICALLY RENEW FOR THE SAME PERIOD OF TIME AS THE INITIAL TERM AT THE THEN CURRENT RATES FOR THE OFFICES AND/OR SERVICES UNLESS EARLIER TERMINATED AS PROVIDED HEREIN OR UPON THE APPROPRIATE ADVANCED WRITTEN NOTICE SET FORTH BELOW PRIOR TO THE EXPIRATION OF THE THEN CURRENT TERM.

AUTOMATIC RENEWAL/CLIENT NOTICE REQUESTED TO TERMINATE:

If I have a virtual package, my agreement will automatically renew for an additional term for the same period as my initial term unless notice is provided to terminate. I agree to give Avanti written notice not to renew at least thirty (30) days prior to the expiration of my term on or before the 1^st day of the month.

If I have less than three (3) offices, my agreement will automatically renew for an additional term for the same period as my initial term unless notice is provided to terminate. I agree to give Avanti written notice not to renew at least sixty (60) days prior to the expiration of my term on or before the 1^st day of the month.

If I have three (3) or more offices, my agreement will automatically renew for an additional term for the same period as my initial term unless notice is provided to terminate. I agree to give Avanti written notice not to renew at least ninety (90) days prior to the expiration of my term on or before the 1^st day of the month.

SPECIAL PROVISION FOR TERMINATION

Either Avanti or the client can terminate this agreement at the end date, or within the written notice period required as outlined in the Notice Required to Terminate, by providing written notice. If Avanti terminates the agreement a 90-day written notice shall be issued prior to the end date. If the agreement is three months or less, the notice from Avanti shall be issued 60 days prior to termination.

If Avanti ends this agreement, it is not ending any outstanding or future obligations, including additional variable services used and the office fee for the remaining period the agreement would have lasted if Avanti had not ended it.

You have the right to terminate this agreement early: 1) if your mail or telecommunications service or access to the offices(s) is cut for a period of ten (10) concurrent business days: or 2) in connection with a transfer to another center in the Avanti Executive Suites network.

Avanti Executive Suites has the right to terminate this agreement at any time by giving the Client notice and without need to follow any additional procedure if 1) you become bankrupt, go into liquidation, become unable to pay your debts as they are due, or if you becomes insolvent; or 2) if you fail to correct a default or the default cannot be corrected; 2) if you repeatedly default under the agreement; or 3) if you use the center for any illegal operations or purposes; and 4) if your conduct is incompatible with ordinary use of the premise.

TERMS AND CONDITIONS

OFFICE ACCESS. As a client you have a license to use the office(s) assigned to you. You also have shared use of common areas in the center. You have access to your office(s) twenty-four (24) hours a day, seven (7) days a week. Our building provides office cleaning, maintenance services, electric heating and air conditioning to the center during normal business hours as determined by the landlord for the building.

On occasion, Avanti may need to allocate different space(s), but the space(s) will be of reasonable equivalent size and Avanti will notify the Client in regards to such different accommodation(s) in advance. We reserve the right to relocate you to another office in the center from time to time. This relocation is at our expense.

We reserve the right to show the office(s) to prospective clients and will use reasonable efforts not to disrupt your business.

SERVICES. In addition to your office, we provide you with certain services on an as requested basis. The fee schedule for these services is available upon request. The fees are charged to your account and are payable on the service fee payment date listed in this agreement. You agree to pay all charges authorized by you or your employees. The fee schedule is updated from time to time.

Avanti Executive Suites and vendors designated by Avanti Executive Suites are the only service providers authorized to provide services in the center. You agree that neither you nor your employees will solicit other clients of the center to provide any service provided by Avanti Executive Suites or its designated vendors, or otherwise.

In the event you default on your obligations under this agreement, you agree that Avanti Executive Suites may cease to provide any and all services including telephone services without resort to legal process.

PAYMENTS AND ESCALATIONS. You agree to pay the fixed and additional service fees and all applicable communication fees, sales or use taxes on the payment dates listed in this agreement. If you dispute any portion of the charges on your bill, you agree to pay the undisputed portion on the designated payment date. You agree that charges must be disputed within sixty (60) days or you waive your right to dispute such charges. Client shall, in addition to any other sums due, pay a late charge equal to ten percent (10%) of the total outstanding balance that is due and has not been paid to Avanti Executive Suites within four (4) days of the date such amount is due. The parties agree that such late charges are fair and reasonable compensation for costs incurred by Avanti Executive Suites where there is default in any payment due under this Agreement.

One year after the commencement date of this Agreement and each and every anniversary date thereafter, the Monthly Office Fee will be automatically increased to market rate based on CPI, or six percent (6%) of the Monthly Office Fee, whichever is greater.

When you sign this agreement you are required to pay your fixed fee, set up fees and a refundable deposit. The refundable deposit will not be kept in a separate account from other funds of Avanti Executive Suites and no interest will be paid to you on this amount. The refundable deposit may be applied to outstanding charges at any time at our discretion. We have the right to require that you replace deposit funds that we apply to your charges. At the end of the term of this agreement, if you have satisfied all of your payment obligations, we will refund you the deposit within forty-five (45) days.

Client agrees to pay a convenience fee of 1% on all VisaMasterCard credit card transactions; and a 3.25% convenience fee for American Express card transactions. The convenience fee will be based on the fixed fees only.

OUR LIMITATION OF LIABILITY. You acknowledge that due to the imperfect nature of verbal, written and electronic communication, neither Avanti Executive Suites nor Avanti Executive Suites, landlord or any of their respective officers, directors, employees, shareholders, partners, agents or representatives shall be responsible for damages, direct or consequential, that may result from the failure of Avanti Executive Suites to furnish any service, including but not limited to the service of conveying messages, communications and other utility or services. Your sole remedy and Avanti Executive Suites’ sole obligation for any failure to render any service, any error or omission, or any delay or interruption of any service, is limited to an adjustment to your bill in an amount equal to the charge for such service, for the period during which the failure, delay or interruption continued.

WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WTH RESPECT TO LOST BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. AVANTI EXECUTIVE SUITES DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LICENSE AGREEMENT. THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. We retain legal possession and control of the center and the office assigned to you. Our obligation to provide you space and services is subject to the terms of our lease with the building. This agreement terminates simultaneously with the termination of our lease or the termination of the operation of our center for any reason. As our client you do not have any rights under our lease with our landlord. When this agreement is terminated because the term has expired or otherwise, your license to occupy the center is revoked. You agree to remove your personal property and leave the office as of the date of termination. We are not responsible for property left in the office after termination.

DAMAGES AND INSURANCE. You are responsible for any damage you cause to the center or your office(s) beyond normal wear and tear. You shall be responsible for the cost of returning the Office(s) back to the original condition in which the space was received, including, without limitation, having the walls patched and painted, the carpets cleaned and/or replaced. We have the right to inspect the condition of the office from time to time and make any necessary repairs.

At your cost and expense, you must carry and keep in full force and effect at all times during the term of this Agreement: (1) Commercial General Liability insurance with coverage limits of not less than $1,000,000 per occurrence, naming Avanti Executive Suites, the Building’s owner (Wasatch Property Management), and their respective officials, employees and agents as additional insureds, and endorsed to be primary to all insurance available to the Center and the Building’s owner, and Client shall provide evidence of such coverage to the Center upon request, and (2) Property Insurance covering your personal property and trade fixtures in the Building for not less than the full insurable value and replacement cost of such property from any damage or loss (including water damage). Such property damage insurance policy shall contain express waiver of any right of recovery (by subrogation or otherwise) by the insurance company against Center and Building owner and their respective officials, employees and agents. Client shall provide Operator with satisfactory evidence of such insurance. Client’s failure to carry or keep such insurance will not reduce or otherwise alter Client’s liability or responsibility to pay any judgment rendered against Client for any liability or damage.

DEFAULT. You are in default under this agreement if, 1) you fail to abide by the rules and regulations of the center, a copy of which has been provided to you; 2) you do not pay your fees on the designated payment date and after written notice of this failure to pay you do not pay within five (5) days; and 3) you do not comply with the terms of this agreement. If the default is unrelated to payment you will be given written notice of the default and you will have ten (10) days to correct the default.

IT: Avanti Does not make any representations to the security of the provider’s network/internet or any information the Client may place on it. Avanti provides Client with an internet connection to support regular business or personal activity such as browsing, sending and receiving electronic communications, access to business applications and similar items. The internet service provided is based on a shared network with other individual Avanti clients within the same Avanti location.

Client should adopt whatever security measures it believes are appropriate and necessary (such as encryption, etc.)

Avanti can provide Client with dedicated bandwidth at Client’s expense, based on availability. Packages range from 10.0 MBPS to 100.0MBPS with a certain number of static IP addresses included.

RESTRICTION ON HIRING. Our employees are an essential part of our ability to deliver our services. You acknowledge this and agree that, during the term of your agreement and for six (6) months afterward, you will not hire any of our employees. If you do hire one of our employees, you agree that actual damages would be difficult to determine and therefore you agree to pay liquidated damages in the amount of one-half of the annual base salary of the employee you hire. You agree that this liquidated damage amount is fair and reasonable.

10.

POSTAL REGULATIONS: Client acknowledges that Avanti will comply with the USPS regulations regarding client mail. Client must also comply with all USPS regulations and amendments and USPS interpretations of such regulations. Client must complete a separate U.S. Postal Service Form 1583 (`Form 1583”) to receive mail and/or packages at the Facility. Client acknowledges that pursuant to USPS regulations, this Services Agreement and Form 1583 may be disclosed upon request of any law enforcement or other government agency, or when legally mandated. Client further agrees, upon request, to sign an updated version of this Services Agreement and any other necessary documents or forms related to process of service.

11.	PERSONAL GUARANTEE OF LICENSEE’S OBLIGATIONS: Guarantor personally guarantees Licensee’s performance under this Agreement and hereby waives all defenses related to a material alternation of the underlying Agreement by the Parties.

12.	MISCELLANEOUS

All formal notices must be in writing to the Avanti center address written above on Page 1 of the agreement.

You acknowledge that Avanti Executive Suites will comply with the U.S. Postal Service regulations regarding client mail. Upon termination of this agreement, you must notify all parties with whom you do business of your change of address. You agree not to file a change of address form with the postal service. Filing of a change of address form may forward all mail addressed to the center to your new address. In addition, all telephone and facsimile numbers and IP addresses are the property of Avanti Executive Suites. You may request the continuation of this service at your cost.

In the event a dispute arises under this agreement, you agree to submit the dispute to mediation. If mediation does not resolve the dispute, you agree that the matter will be submitted to arbitration pursuant to the procedure established by the American Arbitration association in the metropolitan area in which the center is located. The decision of the arbitrator will be binding on the parties. The non-prevailing party as determined by the arbitrator shall pay the prevailing party’s attorney’s fees and costs of the arbitration. Furthermore, if a court decision prevents or Avanti Executive Suites elects not to submit this matter to arbitration, then the non-prevailing party as determined by the court shall pay the prevailing party’s reasonable attorney’s fees and costs. Nothing in this paragraph will prohibit Avanti Executive Suites from seeking equitable relief including without limitation any action for removal of the client from the center after the license has been terminated or revoked.

This agreement is governed by the laws of the state in which the center is located.

Client may not assign this agreement without Avanti Executive Suites’ prior written consent, which will not be unreasonably withheld.

This agreement is the entire agreement between you and Avanti Executive Suites. It supersedes all prior agreements.

I have read and understand the terms and conditions attached to this agreement and I agree to be bound by those terms and conditions.

AVANTI EXECUTIVE SUITES

Avanti Executive Suites:

By: /s/ Ally Berry

Name: Ally Berry

Title: General Manager

Date: _________________

Client: VirtualArmour

By: /s/ Todd Kannegieter

Name: Todd Kannegieter

Title: CEO

Date: _______________

Avanti Executive Suites

RULES AND REGULATIONS

Building tenants, guests and moving firm personnel are required to use only the freight elevator for the purpose of moving in/out furniture, boxes, etc. A $500 fine is applicable if the public elevators are used for the purpose of moving in/out furniture, boxes, etc. If the freight elevator is not in service, SEE THE 2^ND FLOOR RECEPTIONIST, (801) 961-1502, FOR ASSISTANCE as well as call SHAUNA HOLLEY.

Client’s employees and guests shall conduct themselves in a businesslike manner; proper business attire shall be worn at all times; the noise level will be kept to a level so as not to interfere with or annoy other clients and Client will abide by Avanti Executive Suites directives regarding security, keys, parking and other such matters common to all occupants.

Client agrees to use chair mats and desk pads in the Office(s) and any damage from failure to use the same shall be the responsibility of Client. Client shall not affix anything to the windows, walls or any other part of the Office(s) or the Avanti Executive Suites business center or make alterations or additions to the Office(s) or the Avanti Executive Suites business center without prior written consent of Avanti Executive Suites. Client shall be responsible to bring the Office(s) back to the original condition in which the space was received.

4.	Client shall not prop open any corridor doors, exit doors or door connecting corridors during or after business hours.

5.	Client can only use public areas with the consent of Avanti Executive Suites and those areas must be kept neat and attractive at all times.

6.	All corridors, halls, elevators and stairways shall not be obstructed by Client or used for any purpose other than egress and ingress.

7.	No advertisement or identifying signs, other than provided by Avanti Executive Suites, or other notices shall be inscribed, painted, or affixed on any part of the corridors, doors or public areas.

Client shall not, without Avanti Executive Suites prior written consent, store, or operate in the Office(s) or the Avanti Executive Suites business center any computer (excepting a personal computer) or any other large business machine, reproduction equipment, heating equipment, stove, radio, stereo equipment or other mechanical amplification equipment, vending or coin operated machine, refrigerator or coffee equipment, or conduct a mechanical business therein, do any cooking therein, or use or allow to be used in the Building, oil burning fluids, gasoline, kerosene for heating, warming or lighting. No article deemed hazardous on account of fire or any explosives shall be brought into the Avanti Executive Suites business center. No offensive gases, odors or liquids shall be permitted. No firearms shall be permitted.

9.	The electrical current shall be used for ordinary lighting, powering personal computers and small appliances only unless written permission to do otherwise shall first have been obtained from Avanti Executive Suites at an agreed cost to Client.

10.	If Client requires any special installation or wiring for electrical use, telephone equipment or otherwise, such wiring shall be done at client’s expense by the personnel designated by Avanti Executive Suites.

11.	Client may not conduct business in the hallways, reception area or any other area except in its designated Office(s) without the prior written consent of Avanti Executive Suites.

12.	Client shall bring no animals other than seeing-eye dogs in the company of blind persons into the Building.

13.	Client shall not remove furniture, fixtures or decorative material from the Office(s) without the written consent of Avanti Executive Suites, and such removal shall be under the supervision of Avanti Executive Suites.

14.	Client shall not use the Avanti Executive Suites business center for manufacturing or storage of merchandise except as such storage may be incidental to general office purposes.

15.	Client shall not occupy or permit any portion of the Avanti Executive Suites business center to be occupied or used for the manufacture, sale, gift or use of liquor, narcotics or tobacco in any form.

16.	Client shall not use the Office(s) for lodging or sleeping or for any immoral or illegal purposes.

17.	No additional locks or bolts of any kind shall be placed upon any of the doors or windows of the Avanti Executive Suites business center by Client, nor shall any changes be made on existing locks or the mechanisms thereof.

18.	Client shall, before leaving the Office(s) unattended for an extended period of time, close and securely lock all doors and shut off all lights and other electrical apparatus. Any damage resulting from failure to do so shall be paid by Client.

19.	Canvassing, soliciting and peddling in the Building are prohibited, and Client shall not solicit other clients for any business or other purpose without the prior written approval of Avanti Executive Suites.

20.	All property belonging to Client or any employee, agent, or invitee of Client shall be at the risk of such person only, and Avanti Executive Suites shall not be liable for damages thereto or for theft or misappropriation thereof.

21.

If Client does not remove any property belonging to Client from the Avanti Executive Suites business center by the end of the term, at the option of Avanti Executive Suites, Client shall be conclusively presumed to have conveyed such property to Avanti Executive Suites under this Agreement as a bill of sale without further payment or credit by Avanti Executive Suites to Client, and Avanti Executive Suites may remove the same and Client shall pay Avanti Executive Suites all costs of such removal upon demand.

22.	Smoking shall be prohibited in all public areas, including conference and training rooms. No smoking shall be permitted at any time in any area of the Avanti Executive Suites business center (including open offices and workstations).

23.

Client shall use only telecommunications systems and services as provided by Avanti Executive Suites. Client shall pay to Avanti Executive Suites a monthly equipment rental fee for the use of each telephone instrument and voice lines. In the event Avanti Executive Suites discontinues the offering of long distance service, Client shall provide its own long distance service through a locally accessed long distance carrier.

24.

Client or Client’s officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to Avanti Executive Suites team members, other clients or invitees, verbal or physical, in the Avanti Executive Suites business center for any reason.

25.

Internet service and any other service provided by Avanti Executive Suites may only be used for lawful purposes. Transmission or storage of any information, data, or material in violation of any US Federal, state or local law is prohibited. Client is prohibited from using the Avanti Executive Suites Internet access to transmit threatening material or transmit or receive obscene material.

26.	Clients must pay service fees for each device connected to internet service.

27.	Avanti Executive Suites has the right to suspend T-1 service at any time if Client’s use violates the Rules and Regulations of Internet service use.

Avanti Executive Suites reserves the right to make such other Rules and Regulations as in its judgment may from time to time be needed for the safety of clients, care and cleanliness of the offices. Avanti Executive Suites shall have no responsibility to Client for the violation or non-performance by any other Avanti Executive Suites clients of any of the Rules and Regulations but shall use reasonable efforts to uniformly enforce all Rules and Regulations.

BUILDING MOVING POLICIES

AVANTI EXECUTIVE SUITES
50 West Broadway, Suite 300
Salt Lake City, UT 84101
Phone: (801) 883-8383
Fax: (801) 883-8384

1.	Provide the name, phone numbers and email address of the supervisor of the firm that will be moving in/out furniture, boxes, etc.

Provide a Certificate of Insurance in the amount of $1,000,000 from the contractor providing moving services for the firm. This must be received at least 48 hours in advance of the moving date. The certificate of insurance should be faxed to the attention of Shauna Holley, Regional Director for Avanti Executive Suites at (801) 264-6601. Entities listed will be Avanti Executive Suites, 50 West Broadway, Suite 300, Salt Lake City, UT 84101 and West Broadway Investors and Wasatch Commercial Management at 595 South Riverwoods Parkway, Suite 400, Logan, UT 84321, DJ Properties and Wasatch Commercial Management, 595 South Riverwoods Parkway, Suite 400, Logan, UT 84321.

3.	For vehicles driven to the building, in addition to the moving van, parking can be available on the surface parking lot between 50 and 80 West Broadway (300 South). If that lot is full, there are several parking lots within a block of the building.

4.	Report to the 10^th floor receptionist to receive additional instructions for the freight elevator.

5.	Moving firm personnel are required to use only the freight elevator for the purpose of moving in/out furniture, boxes, etc. If the freight elevator is not in service, SEE THE 3^RD FLOOR RECEPTIONIST, (801) 883-8383, FOR ASSISTANCE or call the Building Engineer at 801-961-1014.

6.	The moving firm is responsible for removing all cartons, trash, etc. Debris may not be stored or placed in the building’s corridors or walkways at any time.

The staff for Avanti Executive Suites at the West Broadway Towers will inspect the premises prior to and after the move-in/move-out. If damage is caused by the moving company, the Avanti client will be billed for the damage and must work out any claim negotiations with the moving firm they have contracted with.

8.	If applicable, the contractor is responsible for providing Masonite or plywood to protect the walls and floors, as deemed necessary.

9.	All trucks must load and unload on 300 South (Broadway) in front of the building or at several unloading areas close to the building. NO TRUCKS ARE ALLOWED ON THE SURFACE PARKING LOT DUE TO WEIGHT RESTRICTIONS FOR THE SUSPENDED SLAB ROOF FOR THE UNDERGROUND PARKING LOT.

10.	The dimensions of the service elevator are 6’7” wide, 9’6" tall, 3’11” deep and the door 3’6”.

11.	The 50 West Broadway building management requests all moving to be done during business hours, Monday through Friday.

EX1A-6 MAT CTRCT 10 ex6x2.htm EXHIBIT 6.2

Exhibit 6.2

OFFICE LEASE AGREEMENT

This Office Lease Agreement (the “Lease”) is made and entered into on this the 15^th day of April, 2015 by and between DIG HP1, LLC, a Delaware limited liability company (“Landlord”) and VIRTUALARMOR, LLC, a Colorado limited liability company (“Tenant”).

W I T N E S S E T H:

1. Definitions. The following are definitions of some of the defined terms used in this Lease. The definition of other defined terms are found throughout this Lease.

A.	“Building” shall mean the office building at 8085 S. Chester Street, in the City of Centennial, State of Colorado.

B.	Base Rent. Base Rent will be paid according to the following schedule, subject to the provisions of Section 5 hereof. For the purposes of this Section 1.B, “Lease Year” shall mean the twelve (12) month period commencing on the Commencement Date, and on each anniversary of the Commencement Date.

Period	Annual Base Rent Per SF	Annual Base Rent	Monthly Installments of Base Rent
Months 1-5
Months 6-17
Months 18-29
Months 30-41
Months 42-53
Months 54-65

The Base Rent due for the sixth month of the Lease Term (hereinafter defined) shall be paid by Tenant to Landlord contemporaneously with Tenant’s execution hereof.

C. “Additional Rent” shall mean Tenant’s Pro Rata Share of Basic Costs (hereinafter defined) and any other sums (exclusive of Base Rent) that are required to be paid to Landlord by Tenant hereunder, which sums are deemed to be Additional Rent under this Lease. Additional Rent and Base Rent are sometimes collectively referred to herein as Rent.

D. “Basic Costs” shall mean all direct and indirect costs and expenses incurred in connection with the Building as more fully defined in Exhibit C attached hereto.

E. “Security Deposit” shall mean the sum of $20,736.25. The Security Deposit shall be paid by Tenant to Landlord contemporaneously with Tenant’s execution hereof.

F. Commencement Date. Lease Term and Termination Date shall have the meanings set forth in subsection 1.F.(1) below.

(1)

The Lease Term shall mean a period of sixty-five (65) months commencing on the later to occur of (a) June 1, 2015 (the Target Commencement Date) and (b) the date upon which Landlord’s Work in the Premises has been substantially completed as such date is determined pursuant to Section 3.A. hereof (the later to occur of such dates being defined as the Commencement Date). The Termination Date shall, unless sooner terminated as provided herein, mean the last day of the Lease Term. Notwithstanding the foregoing, if the Termination Date, as determined herein, does not occur on the last day of a calendar month, the Lease Term shall be extended by the number of days necessary to cause the Termination Date to occur on the last day of the last calendar month of the Lease Term. Tenant shall pay Base Rent and Additional Rent for such additional days at the same rate payable for the portion of the last calendar month immediately preceding such extension. The Commencement Date, Lease Term (including any extension by Landlord pursuant to this subsection 1.F.(1)) and Termination Date shall be set forth in a Commencement Letter prepared by Landlord and executed by Tenant in accordance with the provisions of Section 3.A. hereof.

G. “Premises” shall mean the office space in Suite 108 located within the Building and outlined on Exhibit A to this Lease.

H. “Approximate Rentable Area in the Premises” shall mean the area contained within the demising walls of the Premises and any other area designated for the exclusive use of Tenant plus an allocation of the Tenant’s pro rata share of the square footage of the “Common Areas” and the “Service Areas” (as defined below). For purposes of the Lease, it is agreed and stipulated by both Landlord and Tenant that the Approximate Rentable Area in the Premises is 3,130 square feet.

I. Intentionally Deleted.

J. The Approximate Rentable Area in the Building is 139,142 square feet. The Approximate Rentable Area in the Premises and the Approximate Rentable Area in the Building as set forth herein may be revised at Landlord’s election if Landlord’s architect determines such estimate to be inaccurate in any material degree after examination of the final drawings of the Premises and the Building.

K. “Tenant’s Pro Rata Share” shall mean 2.25% with regard to the Building.

L. “Permitted Use” shall mean general office use and no other use or purpose.

M. “Base Year” shall mean 2015. “Tax Base Year” shall mean 2015.

N. “Broker” shall mean CBRE, Inc. (on behalf of Landlord) and Colliers International (on behalf of Tenant).

O. “Building Manager” shall mean Dornin Realty Advisors, Inc. or such other company, as Landlord shall designate from time to time.

P. “Building Standard” shall mean the type, brand, quality and/or quantity of materials Landlord designates from time-to-time to be the minimum quality and/or quantity to be used in the Building or the exclusive type, grade, quality and/or quantity of material to be used in the Building.

Q. “Business Day(s)” shall mean Mondays through Fridays exclusive of the normal business holidays of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord, from time to time during the Lease Term, shall have the right to designate additional Holidays, provided such additional Holidays are commonly recognized by other office buildings in the area where the Building is located.

R. “Common Areas” shall mean those areas located within the Building or on the Property used for corridors, elevator foyers, mail rooms, restrooms, mechanical rooms, elevator mechanical rooms, property management office, janitorial closets, electrical and telephone closets, vending areas, and lobby areas (whether at ground level or otherwise), entrances, exits, sidewalks, skywalks, tunnels, driveways, parking areas and parking garages and landscaped areas and other similar facilities provided for the common use or benefit of tenants generally and/or the public.

S. “Default Rate” shall mean the lower of (i) the Prime Rate plus six percent (6%) or (ii) the Maximum Rate.

T. “Maximum Rate” shall mean the highest rate of interest from time-to-time permitted under applicable federal and state Law.

U. “Normal Business Hours” for the Building shall mean 6:00 a.m. to 6:00 p.m. Mondays through Fridays, and 9:00 a.m. to 1:00 p.m. on Saturdays, exclusive of Holidays.

V. “Prime Rate” shall mean the per annum interest rate announced by and quoted in the Wall Street Journal from time-to-time as the prime or base rate.

W. “Property” shall mean the Building and the parcel(s) of land on which it is located, other improvements located on such land, adjacent parcels of land that Landlord operates jointly with the Building and other buildings and improvements located on such adjacent parcels of land.

X. “Service Areas” shall mean those areas within the Building used for stairs, elevator shafts, flues, vents, stacks, pipe shafts and other vertical penetrations (but shall not include any such areas for the exclusive use of a particular tenant).

Y. “Notice Addresses” shall mean the following addresses for Tenant and Landlord, respectively:

Tenant prior to occupancy

_____________________________

VirtualArmor, LLC

8065 S. Chester Street, Suite 108

Centennial, CO 80112

Attention: ___________________

Fax: ________________________

Landlord:

Prime West Companies

1873 South Bellaire Street, Suite 500

Denver, Colorado 80222

Attn: Highland Park I - Property Manager

Fax: (303) 741 -6988

with a copy to:

DIG HP1, LLC

c/o Dornin Realty Advisors. Inc.

PO Box1899

Laguna Beach. CA 92652

Attn: Legal Department

Fax: (949) 258-5232

Payments of Rent only shall be made payable to the order of:

DIG HP1, LLC

At:

Prime West Companies

1873 South Bellaire Street, Suite 500

Denver, Colorado 80222

Attn: Highland Park I – Property Manager

or such other name and address as Landlord shall, from time to time, designate.

2. Lease Grant. Subject to and upon the terms herein set forth, Landlord leases to tenant and Tenant leases from Landlord the Premises together with the right, in common with others, to use the Common Areas.

3. Adjustment of Commencement Date/Possession

A. If the Lease Term, Commencement Date and Termination Date are to be determined in accordance with section 1.F.(1) above, the Lease Term shall not commence until the later to occur of the Target Commencement Date and the date that Landlord has substantially completed the work to be performed by Landlord as set forth in the Work Letter Agreement attached hereto as Exhibit D (“Landlord’s Work”); provided, however, that if Landlord shall be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a “Delay”):

(1)

Tenant’s failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval of information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or

(2)

Tenant’s insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or

(3)

Changes in any plans and specifications requested by Tenant; or

(4)

The performance or nonperformance by a person or entity employed by or on behalf of Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to prior approval of Landlord); or

(5)

Any request by Tenant that Landlord delay the completion of any of the Landlord’s Work; or

(6)

Any breach or default by Tenant in the performance of Tenant’s obligations under this Lease; or

(7)

Any delay resulting from Tenant’s having taken possession of the Premises for any reason prior to substantial completion of the Landlord’s Work; or

(8)

Any other delay chargeable to Tenant, its agents, employees or independent contractors;

then, for purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord’s Work would have been substantially completed absent any such Delay(s). The Landlord’s Work shall be deemed to be substantially completed on the date that Landlord’s Work has been performed (or would have been performed absent any Delay(s)), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant’s use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant’s obligation to pay Base Rent and other sums due hereunder shall be Tenant’s sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises not being ready for occupancy by Tenant on the Target Commencement Date. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a letter agreement (the “Commencement Letter”) on the form attached hereto as Exhibit F, setting forth the Commencement Date, the Termination Date, and any other dates that are affected by the adjustment of the Commencement Date. If this Lease requires Landlord to perform Landlord’s Work in the Premises, the Commencement Letter shall identify any minor incomplete items of the Landlord’s Work as reasonably determined by Landlord’s architect (the “Punchlist Items”), which Punchlist Items Landlord shall promptly remedy. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord may elect, by written notice to Tenant, not to adjust the Commencement Date as provided above if such adjustment would cause Landlord to be in violation of the existing rights granted to any other tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement Date shall be the Target Commencement Date, provided that Base Rent and Additional Rent shall not commence until the date that Landlord’s Work has been substantially completed (or would have been substantially completed absent any Delays).

B. By taking possession of the Premises, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the premises or the Building or suitability thereof for Tenant’s use.

C. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is prevented from delivering possession of the Premises to Tenant due to the holding over in possession of the Premises by a tenant or other occupant thereof, Landlord shall use reasonable efforts to regain possession of the Premises in order to deliver the same to Tenant. If the Lease Term is to be determined pursuant to Section 1.F.(1) hereof, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant, in which even the Termination Date shall, at the option of Landlord, correspondingly be postponed on a per diem basis. If the Lease Term is to be determined pursuant to Section 1.F.(1), the Commencement Date and Termination Date shall be determined as provided in Section 3.A. above.

D. If Tenant takes possession of the Premises prior to the Commencement Date, such possession shall be subject to all the terms and conditions of the Lease and Tenant shall pay Base Rent and Additional Rent to Landlord for each day of occupancy prior to the Commencement Date. Notwithstanding the foregoing, Tenant shall be permitted to have access to the Premises for fifteen (15) days prior to the Commencement Date, with Landlord’s prior approval, for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, provided that such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g., electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant’s possession prior to the Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the prior consent of Landlord.

4. Use. The Premises shall be used for the Permitted Use and for no other purpose. Tenant agrees not to use or permit the use of the Premises for any purpose which is illegal, dangerous to life, limb or property or which, in Landlord’s sole judgment, creates a nuisance or which would increase the cost of insurance coverage with respect to the Building. Tenant will conduct its business and control its agents, servants, employees, customers, licensees, and invitees in such a manner as not to interfere with, annoy or disturb other tenants or Landlord in the management of the Building and the Property. Tenant will maintain the Premises in a clean and healthful condition, and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the use, condition, configuration or occupancy of the Premises. Tenant, within ten (10) days after the receipt thereof, shall provide Landlord with copies of any notices it receives with respect to a violation or alleged violation of any such laws, ordinances, orders, rules and regulations. Tenant, at its expense, will comply with the rules and regulations of the Building attached hereto as Exhibit B and such other rules and regulations adopted and altered by Landlord from time-to-time and will cause all of its agents, employees, invitees and visitors to do so. All such changes to rules and regulations will be reasonable and shall be sent by Landlord to Tenant in writing.

5. Base Rent.

A. Tenant covenants and agrees to pay to Landlord during the Lease Term, without any setoff or deduction except as otherwise expressly provided herein, the full amount of all Base Rent and Additional Rent due hereunder and the full amount of all such other sums of money as shall become due under this Lease (including, without limitation, any charges for replacement of electric lamps and ballasts and any other services, goods or materials furnished by Landlord at Tenant’s request that are not included in Basic Costs), all of which hereinafter may be collectively called “Rent.” In addition, Tenant shall pay and be liable for, as Additional Rent, all rent, sales and use taxes or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority, such payments to be in addition to all other payments required to be paid to Landlord by Tenant under the terms and conditions of this Lease. Any such payments shall be paid concurrently with the payments of Rent on which the tax is based. The Base Rent and Additional Rent for each calendar year or portion thereof during the Lease Term, shall be due and payable in advance in monthly installments on the first day of each calendar month during the Lease Term and any extensions or renewals hereof, and Tenant hereby agrees to pay such Base Rent and Additional Rent to Landlord without demand. If the Lease Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installments of Base Rent and Additional Rent for such month or months shall be prorated, based on the number of days in such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct installment of Rent due under this Lease shall be deemed to be other than a payment on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other available remedy. The acceptance by Landlord of an installment of Rent on a date after the due date of such payment shall not be construed to be a waiver of Landlord’s right to declare a default for any other late payment. All amounts received by Landlord from Tenant hereunder shall be applied first to the earliest accrued and unpaid Rent then outstanding. Tenant’s covenant to pay Rent shall be independent of every other covenant set forth in this Lease.

B. To the extent allowed by law, all installments of Rent not paid when due shall bear interest at the Default Rate from the date due until paid. In addition, if Tenant fails to pay any installment of Base Rent and Additional Rent or any other item of Rent when due and payable hereunder, a Late Charge equal to five percent (5%) of such unpaid amount will be due and payable immediately by Tenant to Landlord.

C. The Additional Rent payable hereunder shall be adjusted from time-to-time in accordance with the provisions of Exhibit C attached hereto and incorporated herein for all purposes.

6. Security Deposit. The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease, including, but not limited to, those set forth in Section 10 hereof, it being expressly understood that the Security Deposit shall not be considered an advance payment of Rent or a measure of Tenant’s liability for damages in case of default by Tenant. Landlord shall have no fiduciary responsibilities or trust obligations whatsoever with regard to the Security Deposit and shall not assume the duties of a trustee for the Security Deposit. Landlord may, from time-to-time, without prejudice to any other remedy and without waiving such default, use the Security deposit to the extent necessary to cure or attempt to cure, in whole or in part, any default of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after such application shall be returned by Landlord to Tenant within sixty (60) days thereafter. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further successor thereof for the return of the Security Deposit. Landlord and its successors and assigns shall not be bound by any actual or attempted assignment or encumbrance of the Security Deposit by Tenant. Landlord shall not be required to keep the Security Deposit separate from its other accounts. Notwithstanding the foregoing, so long as no Event of Default has occurred during the initial twenty-four (24) months of the Lease Term, Landlord agrees to return a portion of the Security Deposit equal to $13,824.16 to Tenant within thirty (30) days of the expiration of such time period.

7. Services to be furnished by Landlord

A. Landlord agrees to furnish Tenant the following services:

(1)

Water for use in the lavatories on the floor(s) on which the Premises is located.

(2)

Central heat and air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as are considered by Landlord, in its reasonable judgment, to be standard for buildings of similar class, size, age and location, or as required by governmental authority. In the event that Tenant requires central heat, ventilation or air conditioning service at times other than Normal Business Hours, such additional service shall be furnished only upon the written request of Tenant. Tenant shall bear the entire cost of additional service as such costs are determined by Landlord from time-to-time (which are currently $65/hour, subject to change), as Additional Rent upon presentation of a statement therefor by Landlord. All additional heating, ventilating and air conditioning required (if any) to accommodate Tenant’s design shall be installed at the Tenant’s expense subject to Landlord’s prior written approval. The cost of operation and maintenance of the equipment shall be the responsibility of the Tenant and paid to Landlord as Additional Rent.

(3)

Maintenance and repair of all Common Areas in the manner and to the extent reasonably deemed by Landlord to be standard for buildings of similar class, age and location.

(4)

Janitorial and cleaning service in and about the Premises on Business Days; provided, however, if Tenant’s floor covering or other improvements require special treatment, Tenant shall pay the additional cleaning cost attributable thereto as Additional Rent upon presentation of a statement therefor by Landlord. Tenant shall not provide or use any other janitorial or cleaning services without Landlord’s consent, and then only subject to the supervision of Landlord and at Tenant’s sole cost and responsibility and by a janitor, cleaning contractor or employees at all times satisfactory to Landlord.

(5)

Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions of Section 11 of this Lease.

(6)

Fluorescent bulb replacement in the Premises necessary to maintain building standard the lighting as established by Landlord and fluorescent and incandescent bulb and ballast replacement in the Common Areas and Service Areas.

(7)

Access control to the Building during other than Normal Business Hours shall be provided in such form, as Landlord deems appropriate. Tenant shall cooperate fully in Landlord’s efforts to maintain access control to the Building and shall follow all regulations promulgated by Landlord with respect thereto. Notwithstanding anything herein to the contrary, Tenant expressly acknowledges and agrees that Landlord is not warranting the efficacy of any access personnel, service, procedures or equipment and that tenant is not relying and shall not hereafter rely on any such personnel service, procedures or equipment. Landlord shall not be responsible or liable in any manner for failure of any access personnel, services, procedures or equipment to prevent, control, or apprehend anyone suspected of causing personal injury or damage in, on or around the Property.

B. If Tenant requests any other utilities or building services in addition to those identified above, or any of the above utilities or building services in frequency, scope, quality or quantities substantially greater than the standards set by Landlord for the building, then Landlord shall use reasonable efforts to attempt to furnish Tenant with such additional utilities or building services. Landlord may impose a reasonable charge for such additional utilities or building services, which shall be paid monthly by Tenant as Additional Rent on the same day that the monthly installment of Base Rent is due.

C. Except as otherwise expressly provided herein, the failure by Landlord to any extent to furnish, or the interruption or termination of these defined services in whole or in part, resulting from adherence to laws, regulations and administrative orders, wear, use, repairs, improvements, alterations or any causes beyond the reasonable control of Landlord shall not render Landlord liability in any respect nor be construed as a constructive eviction of Tenant, nor give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery used in the provision of such services for any cause cease to function properly, Landlord shall use reasonable diligence to repair such equipment or machinery. If, however, Tenant is prevented from using the Premises because of the unavailability of any such service for a period of five (5) consecutive business days following Landlord’s receipt from Tenant of a written notice regarding such unavailability, the restoration of which is within Landlord’s reasonable control, and such unavailability was not caused by a Tenant Party or a governmental directive, then Tenant shall, as its exclusive remedy be entitled to a reasonable abatement of Base Rent for each consecutive day (after such 5-day period) that Tenant is so prevented from using the Premises.

8. Leasehold Improvements/Tenant’s Property. All fixtures, equipment, improvements and appurtenances attached to, or built into, the Premises at the commencement of or during the Lease Term, whether or not by, or at the expense of, Tenant (“Leasehold Improvements”), shall be and remain a part of the Premises; shall be the property of Landlord; and shall not be removed by Tenant except as expressly provided herein. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant, without expense to Landlord, which can be removed without structural damage to the Building or Premises, and all personalty brought into the Premises by Tenant (“Tenant’s Property”) shall be owned and insured by Tenant. Landlord may, nonetheless at any time prior to, or within one (1) month after, the expiration or earlier termination of this Lease or Tenant’s right to possession, require Tenant to remove any Leasehold Improvements performed by or for the benefit of Tenant and all electronic, phone and data cabling as are designated by Landlord (the “Required Removables”) at Tenant’s sole cost. In the event that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Lease or Tenant’s right to possession. In addition to Tenant’s obligation to remove the Required Removables, Tenant shall repair any damage caused by such removal and perform such other work as is reasonably necessary to restore the Premises to a move in condition. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant’s sole cost and expense, may remove the Required Removables (and repair any damage occasioned thereby) and dispose thereof or deliver the Required Removables to any other place of business of Tenant, or warehouse the same, and Tenant shall pay the cost of such removal, repair, delivery, or warehousing of the Required Removables within five (5) days after demand from Landlord.

9. Signage. Landlord shall provide and install all letters or numerals on the exterior of the Premises; all such letters and numerals shall be in the standard graphics for the Building and no others shall be used or permitted on the Premises without Landlord’s prior written consent. In addition, Landlord will list Tenant’s name in the Building’s directory, if any, located in the lobby of the Building.

10. Repairs and Alterations by Tenant.

A. Except to the extent such obligations are imposed upon Landlord hereunder, Tenant shall, at its sole cost and expense, maintain the Premises in good order, condition and repair throughout the entire Lease Term, ordinary wear and tear excepted. Tenant agrees to keep the areas visible from outside the Premises in a neat, clean and attractive condition at all times. Tenant shall be responsible for all repairs, replacements and alterations in and to the Premises, Building and Property and the facilities and systems thereof, the need for which arises out of (1) Tenant’s use or occupancy of the Premises, (2) the installation, removal, use or operation of Tenant’s Property (as defined in Section 8, above), (3) the moving of Tenant’s Property into or out of the Building, or (4) the act, omission, misuse or negligence of Tenant, its agents, contractors, employees or invitees. All such repairs, replacements or alterations shall be performed in accordance with Section 10.B. below and the rules, policies and procedures reasonably enacted by Landlord from time to time for the performance of work in the Building. If Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to perform such acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work and diligently pursue it to its completion, then Landlord may, at its option, make such repairs, and Tenant shall pay the cost thereof to Landlord on demand as Additional Rent, together with an administration charge in an amount equal to ten percent (10%) of the cost of such repairs. Landlord shall, at its expense (except as included in Basic Costs) keep and maintain in good repair and working order and make all repairs to and perform necessary maintenance upon: (a) all structural elements of the Building; and (b) all mechanical, electrical and plumbing systems that serve the Building in general; and (c) the Building facilities common to all tenants including but not limited to, the ceilings, walls and floors in the Common Areas.

B. Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises, without first obtaining the written consent of landlord in each such instance, which consent may be refused or given on such conditions as Landlord may elect. Prior to commencing any such work and as a condition to obtaining Landlord’s consent, Tenant must furnish Landlord with plans and specifications acceptable to Landlord; names and addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in accordance with Section 15. Hereof; and a payment bond or other security, all in form and amount satisfactory to Landlord. Tenant shall be responsible for insuring that all such persons procure and maintain insurance coverage against such risks, in such amounts and with such companies as Landlord may require, including, but not limited to Builder’s Risk and Worker’s Compensation insurance. All such improvements, alterations or additions shall be constructed in a good and workmanlike manner using Building Standard materials or other new materials of equal or greater quantity. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Building, shall have the right to designate the time when any such alterations, additions and improvements may be performed and to otherwise designate reasonable rules, regulations and procedures for the performance of work in the Building. Upon completion, Tenant shall furnish as-built plans, contractor’s affidavits and full and final waivers of lien and receipted bills covering all labor and materials. All improvements, alterations and additions shall comply with the insurance requirements, codes, ordinances, laws and regulations, including without limitation, the Americans with Disabilities Act. Tenant shall reimburse Landlord upon demand for all sums, if any, expended by Landlord for this party examination of the architectural, mechanical, electrical and plumbing plans for any alterations, additions or improvements. In addition, if Landlord so requests, Landlord shall be entitled to oversee the construction of any alterations, additions or improvements that may affect the structure of the Building or any of the mechanical, electrical, plumbing or life safety systems of the Building. In the event Landlord elects to oversee such work, Landlord shall be entitled to receive a fee for such oversight in an amount equal to ten percent (10%) of the cost of such alterations, additions or improvements. Landlord’s approval of Tenant’s plans and specifications for any work performed for or on behalf of Tenant shall not be deemed to be representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or regulations or that the alterations, additions and improvements constructed in accordance with such plans and specifications will be adequate for Tenant’s use. Notwithstanding the foregoing, in the event that the scope of any improvements or alterations to the Premises are cosmetic in nature only, Tenant shall not be required to obtain Landlord’s consent but (i) Tenant shall provide not less than ten (10) days prior notice of same to Landlord; and (ii) all other licensing and insurance requirements set forth herein above shall apply.

11. Use of Electrical Services by Tenant.

A. All electricity used by Tenant in the Premises shall be paid for by Tenant through inclusion in Base Rent and Basic Costs (except as provided in Section 11.B. below with respect to excess usage). Landlord shall have the right at any time and from time-to-time during the Lease Term to contract for electricity service from such providers of such services as Landlord shall elect (each being an “Electric Service Provider”). Tenant shall cooperate with Landlord, and the applicable Electric Service Provider, at all times and, as reasonably necessary, shall allow Landlord and such Electric Service Provider reasonable access to the Building’s electric lines, feeders, risers, wiring, and any other machinery within the Premises; provided, Landlord will minimize interference with Tenant’s use of and access to the Premises in connection therewith. Except as provided in Section 7.C., Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the quality or character of the electric energy supplied by the Electric Service Provider is no longer available or suitable for Tenant’s requirements, and no such change, failure, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under the Lease.

B. Tenant’s use of electrical services furnished by Landlord shall not exceed in voltage, rated capacity, or overall load that which is standard for the Building. In the event tenant shall request that it be allowed to consume electrical services in excess of Building Standard, Landlord may refuse to consent to such usage or may consent upon such conditions as Landlord reasonably elects (including the installation of utility service upgrades, submeters, air handlers or cooling units), and all such additional usage (to the extent permitted by law), installation and maintenance thereof shall be paid for by Tenant as Additional Rent. Landlord, at any time during the Lease Term, shall have the right to separately meter electrical usage for the Premises or to measure electrical usage by survey or any other method that Landlord, in its reasonable judgment, deems appropriate.

12. Entry by Landlord. Tenant shall permit Landlord or its agents or representatives to enter into and upon any part of the Premises to inspect the same, or to show the premises to prospective purchasers, mortgagees, tenants (during the last twelve (12) months of the Lease Term or earlier in connection with a potential relocation) or insurers, or to clean or make repairs, alterations, or additions thereto, including any work that Landlord deems necessary for the safety, protection or preservation of the Building or any occupants thereof, or to facilitate repairs, alterations or additions to the Building or any other tenant’s premises. Except for any entry by Landlord in an emergency situation or to provide normal cleaning and janitorial service, Landlord shall provide Tenant with reasonable prior notice of any entry into the Premises, which notice may be given verbally. Landlord shall have the right to temporarily close the Premises or the Building to perform repairs, alterations or additions in the Premises or the Building, provided that Landlord shall use reasonable efforts to perform all such work on weekends and after Normal Business Hours. Entry by Landlord hereunder shall not constitute a constructive eviction or entitle Tenant to any abatement or reduction of Rent by reason thereof.

13. Assignment and Subletting.

A. Except in connection with a Permitted Transfer (defined in Section 13.E. below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a Transfer) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building Tenants having similar leasehold obligations; (2) the proposed transferee’s business is not suitable for the Building considering the business of the other tenants and the Building’s prestige, or would result in a violation of another tenant’s rights; (3) the proposed transferee is a governmental agency or occupant of the Building; (4) Tenant is in default beyond any applicable notice and cure period; or (5) any portion of the Building or the Premises would likely become subject to additional or different laws as a consequence of the proposed Transfer. Any attempted Transfer in violation of this Section 13, shall, exercisable in Landlord’s sole and absolute discretion, be voidable. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfer(s). In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease or any liability hereunder.

B. If Tenant requests Landlord’s consent to a Transfer, Tenant shall submit to Landlord financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease or other information as Landlord may reasonably request. Landlord shall within thirty (30) days after Landlord’s receipt of the required information and documentation either: (1) consent or reasonably refuse consent to the Transfer in writing; (2) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining term of this Lease, terminate this Lease effective the first to occur of ninety (90) days following written notice of such termination or the ate that the proposed Transfer would have come into effect. If Landlord shall fail to notify Tenant in writing of its decision within such thirty (30) days period after the later of the date Landlord is notified in writing of the proposed Transfer or the date Landlord has received all required information concerning the proposed transferee and the proposed Transfer, Landlord shall be deemed to have refused to consent to such Transfer, and to have elected to keep this Lease in full force and effect. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any Permitted Transfer or requested Transfer. In addition, Tenant shall reimburse Landlord for its actual reasonable costs and expenses (including without limitation reasonable attorney’s fees) incurred by Landlord in connection with Landlord’s review of such requested Transfer or Permitted Transfer.

C. Tenant shall pay to Landlord fifty percent (50%) of all cash and other consideration which Tenant receives as a result of a Transfer that is in excess of the rent payable to Landlord hereunder for the portion of the Premises and Term covered by the Transfer within ten (10) days following receipt thereof by Tenant. If Tenant is in Monetary Default (defined in Section 22. Below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against rent in the amount of any payments received (less Landlord’s share of any excess).

D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership or similar entity, and the entity which owns or controls is a majority of the voting shares/rights at the time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange, or if at least eighty percent (80%) of its voting stock is owned by another entity, the voting stock of which is so listed.

E. Tenant may assign its entire interest under this Lease or sublet the Premises to any entity controlling or controlled by or under common control with Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as “Permitted Transfer”) without the consent of Landlord, provided: (1) Tenant is not in default under this Lease (2) if such proposed transferee is a successor to tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee shall acquire all or substantially all of the assets of Tenant; (3) such proposed transferee shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization as evidenced to Landlord’s reasonable satisfaction; (4) such proposed transferee operates the business sin the Premises for the Permitted Use and no other purpose; and (5) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization.

F. Tenant agrees that in the event Landlord withholds its consent to any Transfer contrary to the provisions of this Section 13, Tenant’s sole remedy shall be to seek an injunction in equity or compel performance by Landlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent.

14. Mechanic’s Liens. Tenant will not permit any mechanic’s liens or other liens to be placed upon the Premises, the Building, or the Property and nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any person for the performance of any labor or the furnishing of any materials to the Premises, the Building, or the Property or any part thereof, nor as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to any mechanic’s or other liens against the Premises, the Building, or the Property. In the event any such lien is attached to the Premises, the Building, or the Property, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same. Any amount paid by Landlord for any of the aforesaid purposes including, but not limited to, reasonable attorney’s fees, shall be paid by Tenant to Landlord promptly on demand as Additional Rent. Tenant shall within ten (10) days of receiving such notice of lien or claim (a) have such lien or claim released or (b) deliver to Landlord a bond in form, content, amount and issued by surety, satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnities against all costs and liabilities resulting from such lien or claim and the foreclosure or attempted foreclosure thereof. Tenant’s failure to comply with the provisions of the foregoing sentence shall be deemed an Event of Default under Section 22. Hereof entitling Landlord to exercise all of its remedies therefor without the requirement of any additional notice or cure period.

15. Insurance.

Tenant shall procure and maintain, at its expense and throughout the Term, the following insurance:

A. Commercial general liability insurance against claims for bodily injury, personal injury, advertising injury, and property damage based upon, involving, or arising from the use, occupancy or maintenance of the Premises, or any other portion of the Property by Tenant or its agents, employees, contractors, invitees, and licensees, and having limits of not less than (i) $1,000,000 per occurrence, (ii) $2,000,000 for the general aggregate (per location), (iii) $1,000,000 products/completed operations aggregate, (iv) $1,000,000 for personal and advertising injury liability, (v) $50,000 for fire damage liability, and (vi) $5,000 for medical payments. Any general aggregate limit shall apply on a per location basis. Tenant’s commercial general liability insurance shall name Landlord, Landlord’s asset manager (currently, Dornin Realty Advisors, Inc.), Landlord’s property manager (currently, Dornin Realty Advisors, Inc.), and each of the foregoing entities’ trustees, officers, directors, agents, and employees (collectively, Landlord’s Representatives), and Landlord’s mortgagees, all as additional insureds. This coverage shall include blanket contractual liability, broad form, property damage liability, premises/operations and products/completed operations hazards, and shall contain an exception to any pollution exclusion which insures damage or injury arising out of heat, smoke, or fumes from a hostile fire. Such insurance shall be written on an occurrence basis and contain a standard separation of insures provision;

B. Contractual liability insurance covering all contractual indemnities by Tenant contained in this Lease;

C. Business auto liability which insures against bodily injury and property damage claim arising out of the ownership, maintenance, or use of owned, hired and non-owned vehicles. A minimum of a $1,000,000 combined single limit per accident shall apply;

D. Employer’s liability insurance with limits of not less than $500,000 for each accident and $500,000 for each employee for bodily injury by disease, and $500,000 policy limit for bodily injury by disease;

E. Worker’s compensation insurance meeting statutory requirements will be provided for all employees;

F. Umbrella excess liability insurance, on an occurrence basis, that applies excess of required commercial general liability, business auto liability, and employers’ liability policies, which insures against bodily injury, property damage, personal injury, and advertising injury claims with limits of not less than (i) $2,000,000 per occurrence, and (ii) $2,000,000 for the annual aggregate. These limits shall be in addition to and not including those stated for underlying commercial general liability, business auto liability, and employers’ liability insurance. Such policy shall name Landlord and Landlord’s Representatives, and any of Landlord’s mortgagees, all as additional insureds.

G. All-risk property insurance (including theft, sprinkler leakage, boiler & machinery) on all of Tenant’s trade fixtures, furniture, inventory and other personal property in the Premises, and on any alterations, additions, or improvements made by Tenant upon the Premises all for the full replacement cost thereof. Tenant shall use the proceeds from such insurance for the replacement of trade fixtures, furniture, inventory and other personal property and for the restoration of Tenant’s improvements, alternations, and additions to the Premises. Landlord shall be named as loss payee as respects alterations, additions, or improvements. Landlord reserves the right to request Tenant to have an appraisal of its trade fixtures, furniture, inventory and other personal property in the Premises done not less than once every three (3) years during the Term at Tenant’s sole cost;

H. All policies required to be carried by Tenant hereunder shall be issued by and binding upon an insurance company listed to do business in the state in which the Property is located with a rating of at least A-X or better as set forth in the most current issue of Best’s Insurance reports, unless otherwise approved by Landlord. Tenant shall not do or permit anything to be done that would invalidate the insurance policies required herein. Liability insurance maintained by Tenant shall be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord prior to delivery of possession of the Premises and ten (10) days following each renewal date. Certificates of insurance shall include an endorsement for each policy showing that Landlord, its trustees, officers, directors, agents, and employees, Landlord’s mortgagees, and Landlord’s representatives are included as additional insureds on liability policies (except employer’s liability) and that Landlord is loss payee for property insurance. Further, the certificates must include an endorsement for each policy without at least thirty (30) days’ prior written notice to Landlord; and

I. Waiver of Subrogation. Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage to person with respect to Tenant’s personal property, any improvements made to the Premises, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss, damage or injury is (or would have been, had the insurance required by this Lease been carried) covered by insurance.

In the event that Tenant fails to provide evidence of insurance required to be provided by Tenant in this Lease, prior to the Commencement Date and thereafter during the Term, within ten (10) days following Landlord’s request thereof, and thirty (30) days prior to the expiration of any such coverage, Landlord shall be authorized (but not required) to procure such coverage in the amount sated with all costs thereof to be chargeable to tenant and payable upon written invoice thereof,

The limits of insurance required by this Lease, or as carried by Tenant, shall not limit the liability of Tenant or relieve Tenant of any obligation hereunder, except to the extent provided for under Section 15.1 above (Waiver of Subrogation). Any deductibles selected by Tenant shall be the sole responsibility of Tenant. Tenant insurance requirements set forth in this Section are based upon current industry standards. Landlord reserves the right to require additional coverage or to increase limits as industry standards change.

Should Tenant engage the services of any contractor to perform work in the Premises, Tenant shall ensure that such contractor carries commercial general liability (including completed operations coverage for a period of three (3) years following completion of the work), business automobile liability, umbrella/excess liability, worker’s compensation and employers’ liability coverages in substantially the same amounts as are required of Tenant under this Lease. Contractors shall name Landlord, its trustees, officers, directors, agents and employees, Landlord’s mortgagees and Landlord’s representatives as additional insureds on the liability policies required hereunder. All policies required to be carried by any contractor shall be issued by and binding upon an insurance company licensed to do business in the state in which the Property is located with a rating of at least A-X or better as set forth in the most current issues of Best’s Insurance Reports, unless otherwise approved by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord prior to the commencement of any work in the Premises. Further, the certificates must include an endorsement for each policy whereby the insurer agrees not to cancel, non-renew, or materially alter the policy without at least thirty (30) days prior written notice to Landlord. The foregoing requirements shall apply to any subcontractor engaged by contractor.

16. Indemnity.

A. To the extent not expressly prohibited by law, neither Landlord nor Building Manager nor any of their respective officers, directors, employees, members, managers, or agents shall be liable to tenant, or to Tenant’s agents, servants, employees, customers, licensees, or invitees for any injury to person or damage to property caused by any act, omission, or neglect of Tenant, its agents, servants, employees, customers, invitees, licensees or by any other person entering the Building or Premises by Tenant and the conduct of its business or out of a default by Tenant in the performance of its obligations hereunder. Tenant hereby indemnifies and holds Landlord and Building Manager and their respective officers, directors, employees, members, managers and agents (“Indemnitees”), harmless from all liability and claims for any property damage, or bodily injury or death of, or personal injury to, a person in or on the premises, or at any other place, including the Property or the Building and this indemnity shall be enforceable to the full extent whether or not such liability and claims are the result of the sole, joint or concurrent acts, negligent or intentional, or otherwise, of Tenant, or its employees, agents, servants, customers, invitees or licensees. Such indemnity for the benefit of Indemnitees shall be enforceable even if Indemnitees, or any one or more of them have or has caused or participated in causing such liability and claims b their joint or concurrent acts, negligent or intentional, or otherwise. Notwithstanding the terms of this Lease to the contrary, the terms of this Section shall survive the expiration or earlier termination of this Lease.

17. Damages from Certain Causes. To the extent not expressly prohibited by law, Landlord shall not be liability to Tenant or Tenant’s employees, contractors, agents, invitees or customers, for any injury to person or damage to property sustained by Tenant or any such party or any other personal claiming through Tenant resulting from any accident or occurrence in the Premises or any other portion of the Building caused by the Premises or any other portion of the Building becoming out of repair or by defect in or failure of equipment, pipes, or wiring, or by broken glass, or by the backing up of drains, or by gas, water, steam, electricity, or oil leaking, escaping or flowing into the Premises (except where due to Landlord’s willful failure to make repairs required to be made pursuant to other provisions of this Lease after the expiration of a reasonable time after written notice to Landlord of the need for such repairs), nor shall Landlord be liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Building or of any other persons whomsoever, including, but not limited to riot, strike, insurrection, war, court order, requisition order of any governmental body or authority, acts of God, fire or theft.

18. Casualty Damage. If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. If the Building shall be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event there is less than two (2) years of the Lease Term remaining or in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such casualty. If Landlord had financial responsibility pursuant to the Work Letter Agreement attached hereto as Exhibit D (except that Landlord shall not be responsible for delays not within the control of Landlord) to substantially the same condition in which it was immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord’s obligation to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty and Landlord’s obligation to restore shall be further limited so that Landlord shall not be required to expend for the repair and restoration of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, more than the dollar amount of the Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Landlord, Tenant shall complete the restoration of all improvements, including furniture, fixtures and equipment, which are necessary to permit Tenant’s re-occupancy of the Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be borne by Tenant, and Tenant shall present Landlord with evidence satisfactory to Landlord of Tenant’s ability to pay such costs prior to Landlord’s commencement of repair and restoration of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit for occupancy. If the Premises or any other portion of the Property is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Property caused thereby to the extent such cost and expense is not covered by insurance proceeds.

19. Condemnation. If the whole or any substantial part of the Premises or if the Building or any portion thereof which would leave the remainder of the Building unsuitable for use as an office building comparable to its use on the Commencement Date, or if the land on which the Building is located or any material portion thereof, shall be taken or condemned for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, then Landlord may, at its option, terminate this Lease and Rent shall be abated during the unexpired portion of this Lease, effective when the physical taking of said Premises or said portion of the Building or land shall occur. In the event this Lease is not terminated, rent for any portion of the Premises so taken or condemned shall be abated during the unexpired term of this Lease effective when the physical taking of said portion of the Premises shall occur. All compensation awarded for any such taking or condemnation, or sale proceeds in lieu thereof, shall be the property of Landlord, and Tenant shall have no claim thereto, the same being hereby expressly waived by Tenant, except for any portions of such award or proceeds which are specifically allocated by the condemning or purchasing party for the taking of or damage to trade fixtures of Tenant, which Tenant specifically reserves to itself.

20. Hazardous Substances.

A. Tenant hereby represents and covenants to Landlord the following: No toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, radon, and any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of1980, 42 U.S.C. 9601-9657, as amended (CERCLA) (collectively, Environmental Pollutants) other than customary office supplies and cleaning supplies stored and handled within the Premises in accordance with all applicable laws, will be generated, treated, stored, released or disposed of, or otherwise placed, deposited in or located on the Property, and no activity shall be taken on the Property, by Tenant, its agents, employees, invitees or contractors, that would cause or contribute to (i) the Property or any part thereof to become a generation, treatment, storage or disposal facility within the meaning of or otherwise bring the Property within the ambit of the Resource Conservation and Recovery Act of 1976 (RCRA), 42 U.S.C. 5901 et. seq., or any similar state law or local ordinance, (ii) a release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminants, from the Property or any part thereof within the meaning of, or otherwise result in liability in connection with the Property within the ambit of CERCLA, or any similar state law or local ordinance, or (iii) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters, or the discharge into the air of any emissions, that would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. 151 et. seq., or the Clean Air Act, 42 U.S.C. 7401 et. Seq., or any similar state law or local ordinance.

B. Tenant expressly waives to the extent allowed by law, any claims under federal, state or other law that Tenant might otherwise have against Landlord relating to the condition of such Property or the Premises or the Leasehold Improvements or personal property located thereon or the presence in or contamination of the Property or the Premises by hazardous materials. Tenant agrees to indemnify and hold Indemnitees (as defined in Section 16) harmless from and against and to reimburse Indemnitees with respect to, any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including attorney’s fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Landlord at any time and from time-to-time by reason of or arising out of the breach of any representation or covenant contained in Section 20.A. above.

C. Tenant shall immediately notify Landlord in writing of any release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminants of which Tenant has knowledge whether or not the release is in quantities that would require under law the reporting of such release to a governmental or regulatory agency.

D. Tenant shall also immediately notify Landlord in writing of, and shall contemporaneously provide Landlord with a copy of:

(1)

Any written notice of release of hazardous wastes or substances, pollutants or contaminants on the Property that is provided by Tenant or any subtenant or other occupant of the Premises to a governmental or regulatory agency;

(2)

Any notice of a violation, or a potential or alleged violation, of any Environmental Law (hereinafter defined) that is received by Tenant or any subtenant or other occupant of the Premises from any governmental or regulatory agency;

(3)

Any inquiry, investigation, enforcement, cleanup, removal, or other action that is instituted or threatened by a governmental or regulatory agency against Tenant or any subtenant or other occupant of the Premises and that relates to the release or discharge of hazardous wastes or substances, pollutants or contaminants on or from the Property.

(4)

Any claim that is instituted or threatened by any third-party against Tenant or any subtenant or other occupant of the Premises and that relates to any release or discharge of hazardous wastes or substances, pollutants or contaminants on or from the Property; and

(5)

Any notice of the loss of any environmental operating permit by Tenant or any subtenant or other occupant of the Premises.

E. As used herein Environmental Laws mean all present and future federal, state and municipal laws, ordinances, rules and regulations applicable to environmental and ecological conditions, and the rules and regulations of the U.S. Environmental Protection Agency, and any other federal, state or municipal agency, or governmental board or entity relating to environmental matters.

21. Americans with Disabilities Act. Tenant agrees to comply with all requirements of the Americans with Disabilities Act (Public Law (July 26, 1990) (ADA) applicable to the Premises and such other current acts or other subsequent acts, (whether federal or state) addressing like issues as are enacted or amended. Tenant agrees to indemnify and hold Landlord harmless from any and all expenses, liabilities, costs or damages suffered by Landlord as a result of additional obligations which may be imposed on the Building or the Property under such acts by virtue of Tenant’s operations and/or occupancy, including the alleged negligence of the Landlord. Tenant acknowledges that it will be wholly responsible for any provision of the Lease, which could arguably be construed as authorizing a violation of the ADA. Any such provision shall be interpreted in a manner, which permits compliance with the ADA and is hereby amended to permit such compliance.

22. Events of Default.

The following events shall be deemed to be Events of Default under this Lease:

(1)

Tenant shall fail to pay when due any Base Rent, Additional Rent or other amount payable by Tenant to Landlord under this Lease (hereinafter sometimes referred to as a “Monetary Default”).

(2)

Any failure by Tenant (other than a Monetary Default) to comply with any term, provision or covenant of this Lease, which failure is not cured within thirty (30) days after delivery to Tenant of notice of the occurrence of such failure provided, however, that if the term, condition, covenant or obligation to be performed by Tenant is of such nature that the same cannot reasonably be performed within such thirty-day period, such default shall be deemed to have been cured if Tenant commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same, and in fact, completes same within sixty (60) days after notice.

(3)

Any failure by Tenant to observe or perform any of the covenants with respect to (a) assignment and subletting set forth in Section 13, (b) mechanic’s liens set forth in Section 14, or (c) insurance set forth in Section 15.

(4)

Tenant or any Guarantor shall (a) become insolvent, (b) make a transfer in fraud of creditors (c) make an assignment for the benefit of creditors, (d) admit in writing its inability to pay its debts as they become due, (e) file a petition under any section or chapter of the United States Bankruptcy Code, as amended, pertaining to bankruptcy, or under any similar law or statute of the United States or any State thereof, or Tenant or any Guarantor shall be adjudged bankrupt or insolvent in proceedings filed against Tenant or any Guarantor thereunder; or a petition or answer proposing the adjudication of Tenant or any Guarantor as a bankrupt or its reorganization under any present or future federal or state bankruptcy or similar law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof.

(5)

A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any Guarantor or of the Premises or of any of Tenant’s property located thereon in any proceeding brought by Tenant or any Guarantor, or any such receiver or trustee shall be appointed in any proceeding brought against Tenant or any Guarantor and shall not be discharged within sixty (60) days after such appointment or Tenant or such Guarantor shall consent to or acquiesce in such appointment.

(6)

The leasehold estate hereunder shall be taken on execution or other process of law in any action against Tenant.

(7)

Tenant shall abandon or vacate any substantial portion of the Premises.

(8)

Tenant shall fail to take possession of and occupy the Premises within thirty (30) days following the Commencement Date and thereafter continuously conduct its operations in the Premises for the Permitted Use as set forth in Section 4 hereof.

(9)

The liquidation, termination, dissolution, forfeiture of right to do business or death of Tenant or any Guarantor.

23. Remedies.

A. Upon the occurrence of any Event of Default, Landlord shall have the following rights and remedies, in addition to those allowed by law or equity, any one or more of which may be exercised without further notice to or demand upon Tenant and which may be pursued successively or cumulatively as Landlord may elect.

(1)

Landlord may re-enter the Premises and cure any default of Tenant, in which event Tenant shall, upon demand, reimburse Landlord as Additional Rent for any cost and expenses which Landlord may incur to cure such default; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord’s action, regardless of whether caused by Landlord’s negligence or otherwise.

(2)

Landlord may terminate this Lease by giving to Tenant notice of Landlord’s election to do so, in which event the Term shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice.

(3)

Landlord may terminate the right of Tenant to possession of the Premises without terminating this Lease by giving notice to Tenant that Tenant’s right to possession shall end on the date stated in such notice, whereupon the right of Tenant to possession of the Premises or any part thereof shall cease on the date stated in such notice; and

(4)

Landlord may enforce the provisions of this Lease and may enforce and protect the rights of any Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, including recovery of all moneys due or to become due from Tenant under any of the provisions of this Lease.

Landlord shall not be required to serve Tenant with any notices or demands as a prerequisite to its exercise of any of its rights or remedies under this Lease, other than those notices and demands specifically required under this Lease. TENANT EXPRESSLY WAIVES THE SERVICE OF ANY STATUTORY DEMAND OR NOTICE WHICH IS A PREREQUISITE TO LANDLORD’S COMMENCEMENT OF EVICTION PROCEEDINGS AGAINST TENANT). TENANT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT BROUGHT BY LANDLORD TO RECOVER POSSESSION OF THE PREMISES FOLLOWING LANDLORD’S TERMINATION OF THIS LEASE PURSUANT TO SECTION 23A(2) OR THE RIGHT OF TENANT TO POSSESSION OF THE PREMISES PURSUANT TO SECTION 23A(3) AND ON ANY CLAIM FOR DELINQUENT RENT WHICH LANDLORD MAY JOINT IN ITS LAWSUIT TO RECOVER POSSESSION.

B. If Landlord exercises either of the remedies provided in Sections 23.A.(2) or 23.A.(3), Tenant shall surrender possession and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises, with process of law, full and complete license to do so being hereby granted to Landlord, and Landlord may remove all occupants and property therefrom, using such force as may be necessary to the extent allowed by law, without being deemed guilty in any manner of trespass, eviction or forcible entry and detainer and without relinquishing Landlord’s right to Rent or any other right given to Landlord hereunder or by operation of law. In order to regain possession of the Premises and to deny Tenant access thereto, Landlord or its agent may, at the expense and liability of the Tenant, alter or change any or all locks or other security devices controlling access to the Premises without posting or giving notice of any kind to Tenant. Landlord shall have no obligation to provide Tenant a key or grant Tenant access to the Premises so long as Tenant is in default under this Lease. Tenant shall not be entitled to recover possession of the Premises, terminate this Lease, or recover any actual, incidental, consequential, punitive, statutory or other damages or award of attorney’s fees, by reason of Landlord’s alteration or change of any lock or other security device and the resulting exclusion from the Premises of the Tenant or Tenant’s agents, servants, employees, customers, licensees, invitees or any other persons from the Premises. Tenant acknowledges that the provisions of this subparagraph of this Lease supersedes any applicable provisions of the Colorado statutory codes and Tenant further warrants and represents that it hereby knowingly waives any rights it may have thereunder.

C. If Landlord terminates the right of Tenant to possession of the Premises without terminating this Lease, Landlord shall have the right to immediate recovery of all amounts then due hereunder. Such termination of possession shall not release Tenant, in whole or in part, from Tenant’s obligation to pay Rent hereunder for the full Term, and Landlord shall have the right, from time to time, to recover from Tenant, and Tenant shall remain liable for, all Base Rent, Additional Rent and any other sums accruing as they become due under this Lease during the period from the date of such notice of termination of possession to the stated end of the Term. In any such case, Landlord may relet the Premises or any part thereof for the account of Tenant for such rent, for such time (which may be for a term exceeding beyond the Term) and upon such terms as Landlord shall determine and may collect the rents from such reletting. Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant relative to such reletting. Also, in any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable and in connection therewith change the locks to the Premises, and Tenant upon demand shall pay the cost of all the foregoing together with Landlord’s expenses of reletting. The rents from any such reletting shall be applied first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting and second to the payment of Rent herein provided to be paid by Tenant. Any excess or residue shall operate only as an offsetting credit against the amount of Rent due and owing as the same thereafter becomes due and payable hereunder, and the use of such offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely, and in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess of the aggregate sum (including Base Rent and Additional Rent) which would have been paid by Tenant for the period for which the credit to Tenant is being determined, had no Event of Default occurred. No such reentry or repossession, repairs, alterations and additions, or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord’s part to terminate this Lease, unless a written notice of such intention is given to Tenant, or shall operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, and Landlord, at any time and from time to time, may sue and recover judgment for any deficiencies remaining after the application of the proceeds of any such reletting.

D. If this Lease is terminated by Landlord pursuant to Section 23.A.(2), Landlord shall be entitled to recover from Tenant all Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or for which Tenant has agreed to indemnify Landlord under any of the provisions of this Lease, which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and attorneys’ fees incurred by Landlord in the enforcement of its rights and remedies hereunder, and, in addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (i) the unamortized portion of any concessions offered by Landlord to Tenant in connection with this Lease, including without limitation Landlord’s contribution to the cost of tenant improvements and alterations, if any, installed by either Landlord or Tenant pursuant to this Lease or any work letter in connection with this Lease, (ii) the aggregate sum which at the time of such termination represents the excess, if any of the present value of the aggregate rents which would have been payable after the termination date had this Lease not been terminated, including, without limitation, Base Rent at the annual rate or respective annual rates for the remainder of the Term provided for in this Lease and the amount projected by Landlord to represent Additional Rent for the remainder of the Term over the then present value of the then aggregate fair rent value of the Premises for the balance of the Term, such present worth to be computed in each case on the basis of a ten percent (10%) per annum discount from the respective dates upon which such Rents would have been payable hereunder had this Lease not been terminated, and (iii) any damages in addition thereto, including without limitation reasonable attorneys’ fees and court costs, which Landlord sustains as a result of the breach of any of the covenants of this Lease other than for the payment of Rent.

E. Landlord shall use commercially reasonable efforts to mitigate any damages resulting from an Event of Default by Tenant under this Lease. Landlord’s obligation to mitigate damages after an Event of Default by Tenant under this Lease shall be satisfied in full if Landlord undertakes to lease the Premises to another tenant (a “Substitute Tenant”) in accordance with the following criteria:

(1)

Landlord shall have no obligations to solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full and complete possession of the Premises including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant.

(2)

Landlord shall not be obligated to lease or show the Premises, on a priority basis, offer the Premises to a prospective tenant when other premises in the Building suitable for that prospective tenant’s use are (or soon will be) available;

(3)

Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a Rent less than the current fair market Rent then prevailing for similar uses in comparable buildings in the same market area as the Building, nor shall Landlord be obligated to enter into a new lease under other terms and conditions that are unacceptable to Landlord under Landlord’s then current leasing policies for comparable space in the Building;

(4)

Landlord shall not be obligated to enter into a lease with a Substitute Tenant whose use would:

(i)

violate any restriction, covenant, or requirement contained in the lease of another tenant of the Building;

(ii)

adversely affect the reputation of the Building; or

(iii)

be incompatible with the operation of the Building as an office building;

(5)

Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant which does not have, in Landlord’s reasonable opinion, sufficient financial resources to operate the Premises in a first-class manner; and

(6)

Landlord shall not be required to expend any amount of money to alter, remodel, or otherwise make the Premises suitable for use by a proposed Substitute Tenant unless:

(i)

Tenant pays any such sum to Landlord in advance of Landlord’s execution of a lease with such tenant (which payment shall not be in lieu of any damages or other sums to which Landlord may be entitled as a result of Tenant’s default under this Lease); or

(ii)

Landlord, in Landlord’s reasonable discretion, determines that any such expenditure is financially justified in connection with entering into any such substitute lease.

F. All property of Tenant removed from the Premises by Landlord pursuant to any provision of this Lease or applicable law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall not be responsible in any event for the value, preservation or safekeeping thereof. Tenant shall pay Landlord for all expenses incurred by Landlord with respect to such removal and storage so long as the same is in Landlord’s possession or under Landlord’s control. All such property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the Term or the termination of Tenant’s right to possession of the Premises, however terminated, at Landlord’s option, shall be conclusively deemed to have been conveyed by Tenant to Landlord as by bill of sale without further payment or credit by Landlord to Tenant.

G. Tenant hereby grants to Landlord a first lien upon the interest of Tenant under this Lease to secure the payment of moneys due under this Lease, which lien may be enforced in equity, and Landlord shall be entitled as a matter of right to have a receiver appointed to take possession of the Premises and relet the same under order of court.

H. If Tenant is adjudged bankrupt, or a trustee in bankruptcy is appointed for Tenant, Landlord and Tenant, to the extent permitted by law, agree to request that the trustee in bankruptcy determine within sixty (60) days thereafter whether to assume or to reject this Lease.

I. The receipt by Landlord of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord and satisfaction, and Landlord may accept such payment without prejudice to Landlord’s right to recover the balance of the rent due or to pursue any other remedies provided in this lease. The acceptance by Landlord of rent hereunder shall not be construed to be a waiver of any breach by Tenant of any term, covenant or condition of this Lease. No act or omission by Landlord or its employees or agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

J. In the event of any litigation between Tenant and Landlord to enforce any provision of this Lease or any right of either party hereto, the unsuccessful party to such litigation shall pay to the successful party all costs and expenses, including reasonable attorney’s fees, incurred therein. Furthermore, if Landlord, without fault, is made a party to any litigation instituted by or against Tenant, Tenant shall indemnify Landlord against, and protect, defend and save it harmless from, all costs and expenses, including reasonable attorney’s fees, incurred by it in connection therewith. If Tenant without fault, is made party to any litigation instituted by or against Landlord, Landlord shall indemnify Tenant against, and protect, defend, and save it harmless from, all costs and expenses, including reasonable attorney’s fees, incurred by it in connection therewith.

24. No Waiver. Failure of Landlord to declare any default immediately upon its occurrence, or delay in taking any action in connection with an event of default, shall not constitute a waiver of such default, nor shall it constitute an estoppel against Landlord, but Landlord shall have the right to declare the default at any time and take such action as is lawful or authorized under this Lease. Failure by Landlord to enforce its rights with respect to any one default shall not constitute a waiver of its rights with respect to any subsequent default.

25. Peaceful Enjoyment. Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof, provided that Tenant pays the Rent and other sums herein recited to be paid by Tenant and timely performs all of Tenant’s covenants and agreements herein contained. This covenant and any and all other covenants of Landlord shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of the Landlord’s interest hereunder.

26. Substitution. Landlord at its sole discretion shall be entitled to cause Tenant to relocate from the Premises to a comparably-sized space, of comparable design and tenant improvements (the “Relocation Space”) within the Building or adjacent buildings within the same Property at any time upon sixty (60) days prior written notice to Tenant. The reasonable costs actually incurred in connection with the physical relocation of the Tenant to the Relocation Space shall be at the expenses of Landlord and all other costs, if any, involved with such relocation shall be borne by Tenant. Such a relocation shall not terminate or otherwise affect or modify this Lease except that from and after the date of such relocation. “Premises” shall refer to the Relocation Space into which Tenant has been moved, rather than the original Premises as herein defined and the Base Rent shall be adjusted so that immediately following such relocation the Base Rent for the Relocation Space on a per square foot of Rentable Area basis shall be the same as the Base Rent immediately prior to such relocation for the original Premises on a per square foot of Rentable Area basis. Tenant’s Pro Rata Share also be adjusted in accordance with the formula set forth in the Lease.

27. Holding Over. In the event of holding over by Tenant after expiration or other termination of this Lease or in the event Tenant continues to occupy the Premises after the termination of Tenant’s right of possession pursuant to Section 23.A(3) hereof, occupancy of the Premises subsequent to such termination or expiration shall be that of a tenancy at sufferance and in no event for month-to-month or year-to-year. Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of this Lease and shall pay for its use and occupancy an amount (on a per month basis without reduction for any partial months during any such holdover) equal to one and one-half the sum (or 150%) of the greater of (a) the then current market rate, or (b) the Base Rent which would have been applicable had the Lease Term continued through the period of such holding over by Tenant, plus 100% of any Additional Rent. No holding over by Tenant or payments of money by Tenant to Landlord after the expiration of the Lease Term shall be construed to extend the Lease Term or prevent Landlord from recovery of immediate possession of the Premises by summary proceedings or otherwise unless Landlord has sent written notice to Tenant that Landlord has elected to extend the Lease Term. In addition to the obligation to pay the amounts set forth above during any such holdover period, Tenant shall also be liable to Landlord for all damages, including, without limitation, any consequential damages, which Landlord may suffer by reason of any holding over by Tenant and Tenant shall also indemnify Landlord against any and all claims made by any other tenant or prospective tenant against Landlord for delay by Landlord in delivering possession of the Premises to such other tenant or prospective tenant.

28. Subordination to Mortgage/Estoppel Certificate. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Premises, or upon the Building and/or the Property and to any renewals, modifications, refinancings and extensions thereof, but Tenant agrees that any such mortgage shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Tenant agrees to attorn to the present lender and any future mortgagee or purchaser in the event of a foreclosure, deed in lieu, or other sale of the Property. The provisions of the foregoing sentence shall be self-operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Premises, or the Building and/or the Property and Tenant agrees within ten (10) days after demand to execute such further instruments subordinating this Lease or attorning to the holder of any such liens as Landlord may request. The terms of this Lease are subject to approval by the Landlord’s existing lender(s) and any lender(s) who, at the time of the execution of this Lease, have committed or are considering committing to Landlord to make a loan secured by all or any portion of the Property, and such approval is a condition precedent to Landlord’s obligations hereunder. In the event that Tenant should fail to execute any subordination or other agreement required by this Section promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant’s name, place and stead, it being agreed that such power is one coupled with an interest in Landlord and is accordingly irrevocable. Tenant agrees that it will from time-to-time upon request by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. Tenant agrees periodically to furnish within ten (10) days after so requested by Landlord, ground lessor or the holder of any deed of trust, mortgage or security agreement covering the Building, the Property, or any interest of Landlord therein, a certificate signed by Tenant certifying (a) that this Lease is in full force and effect and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) as to the Commencement Date and the date through which Base Rent and Tenant’s Additional Rent have been paid (c) that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant, (d) that except as stated in the certificate no rent has been paid more than thirty (30) days in advance of its due date, (e) that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate), (f) that except as stated in the certificate, Tenant as of the date of such certificate, has no charge, lien, or claim of offset against rent due or to become due, (g) that except as stated in the certificate, Landlord is not then in default under this Lease, (h) as to the amount of the Approximate Rentable Area of the Premises then occupied by tenant, (i) that there are no renewal or extension options, purchase options, rights of first refusal or the like in favor of Tenant except as set forth in this Lease, (j) the amount and nature of accounts payable to Landlord under terms of this Lease, and (k) as to such other matters as may be requested by Landlord or ground lessor or the holder of any such deed of trust, mortgage or security agreement. Any such certificate may be relied upon by any ground lessor, prospective purchaser, secured party, mortgagee or any beneficiary under any mortgage, deed of trust on the Building or the Property or any part thereof or interest of Landlord therein.

29. Notice. Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or mailed by Registered or Certified mail, postage prepaid, or sent by a nationally recognized overnight delivery service to the party who is to receive such notice at the address specified in Section 1.Y. of this Lease. When so mailed, the notice shall be deemed to have been given two (2) business days after the date it was mailed. When sent by overnight delivery service, the notice shall be deemed to have been given on the next business day after deposit with such overnight delivery service. The address specified in Section 1.Y. of this Lease may be changed from time to time by giving written notice thereof to the other party.

30. Landlord’s Lien. In addition to any statutory lien for rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, a continuing security interest for all Base Rent, Additional Rent and other sums of money becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory, accounts, contract rights, chattel paper and other personal property of Tenant situated on the Premises subject to this Lease and such property shall not be removed therefrom without the consent of Landlord until all arrearages in Rent as well as any and all sums of money then due to Landlord hereunder shall first have been paid and discharged. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code, including without limitation the right to sell the property described in this Section at public or private sale upon ten (10) days’ notice to Tenant which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein being granted in addition and supplementary thereto. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents that the lien granted herein constitutes a first and superior lien and the Tenant will not allow the placing of any other lien upon the property described in this Section without the prior written consent of Landlord.

31. Surrender of Premises. Upon the termination, whether by lapse of time or otherwise, or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant will at once surrender possession and vacate the Premises, together with all Leasehold Improvements (except those Leasehold Improvements Tenant is required to remove pursuant to Section 8 hereof), to Landlord in good condition and repair, ordinary wear and tear excepted, conditions existing because of Tenant’s failure to perform maintenance, repairs or replacements as required of Tenant under this Lease shall not be deemed reasonable wear and tear. Tenant shall surrender to Landlord all keys to the Premises and make known to Landlord the explanation of all combination locks, which Tenant is permitted to leave on the Premises. Subject to the Landlord’s rights under Section 23 hereof, if Tenant fails to remove any of Tenant’s Property within one (1) day after the termination of this Lease, or Tenant’s right to possession hereunder, Landlord, at Tenant’s sole cost and expenses, shall be entitled to remove and/or store such Tenant’s Property and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all reasonable expenses caused by such removal and all storage charges against such property so long as the same shall be in possession of Landlord or under the control of Landlord. In addition, if Tenant fails to remove any of Tenant’s Property from the Premises or storage, as the case may be, within ten (10) days after written notice from Landlord, Landlord, at its option, may deem all or any part of such Tenant’s Property to have been abandoned by Tenant and title thereof shall immediately pass to Landlord under this Lease as by a bill of sale.

32. Rights Reserved to Landlord. Landlord reserves the following rights, exercisable without notice, except as provided herein, and without liability to Tenant for damage or injury to property, person or business and without affecting an eviction or disturbance of Tenant’s use or possession or giving right to any claim for setoff or abatement of rent or affecting any of Tenant’s obligations under this Lease: (1) upon thirty (30) days prior notice to change the name or street address of the Building; (2) to install and maintain signs on the exterior and interior of the Building; (3) to designate and approve window coverings to present a uniform exterior appearance; (4) to make any decorations, alterations, additions, improvements to the Building or Property, or any part thereof (including, with prior notice, the Premises) which Landlord shall desire, or deem necessary for the safety, protection, preservation or improvement of the Building or Property, or as Landlord may be required to do by law; (5) to have access to the Premises at reasonable hours to perform its duties and obligations and to exercise its rights under this Lease; (6) to retain at all times and to use in appropriate instances, pass keys to all locks within and to the Premises; (7) to approve the weight, size or location of heavy equipment, or articles within the Premises; (8) to close or restrict access to the Building at all times other than Normal Business Hours subject to Tenant’s right to admittance at all times under such regulations as Landlord may prescribe from time to time, or to close (temporarily or permanently) any of the entrances to the Building; provided Landlord shall have the right to restrict or prohibit access to the Building or the Premises at any time Landlord determines it is necessary to do so to minimize the risk of injuries or death to persons or damage to property (9) to change the arrangement and/or location of entrances of passageways, doors and doorways, corridors, elevators, stairs, toilets and public parts of the Building or Property; (10) to regulate access to telephone, electrical and other utility closets in the Building and to require use of designated contractors for any work involving access to the same; (11) if Tenant has vacated the Premises during the last six (6) months of the Lease Term to perform additions, alterations and improvements to the Premises in connection with a reletting or anticipated reletting thereof without being responsible or liable for the value or preservation of any then existing improvements to the Premises; and (12) to grant to anyone the exclusive right to conduct any business or undertaking in the Building provided Landlord’s exercise of its rights under this clause 12, shall not be deemed to prohibit Tenant from the operation of its business in the Premises and shall not constitute a constructive eviction.

33. Miscellaneous.

A. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

B. Tenant agrees not to record this Lease or any short form or memorandum hereof.

C. This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the state in which the Building is located.

D. Events of Force Majeure shall include strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of Landlord or Tenant, as the case may be. Whenever a period of time is herein prescribed for the taking of any action by Landlord or Tenant (other than the payment of Rent and all other such sums of money as shall become due hereunder), such party shall not be liable or responsible for, there shall be excluded from the computation of such period of time, any delays due to events of Force Majeure.

E. Except as expressly otherwise herein provided, with respect to all required acts of Tenant, time is of the essence of this Lease.

F. Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

G. Tenant hereby represents to Landlord that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed on account of the execution and/or renewal of this Lease due to any action of the indemnifying party.

H. If there is more than one Tenant, or if the Tenant as such is comprised of more than one person or entity, the obligations hereunder imposed upon Tenant shall be joint and several obligations of all such parties. All notices, payments, and agreements given or made by, with or to any one of such persons or entities shall be deemed to have been given or made by, with or to all of them.

I. The individual signing this Lease on behalf of Tenant represents (1) that such individual is duly authorized to execute or attest and deliver this Lease on behalf of Tenant in accordance with the organizational documents of Tenant; (2) that this Lease is binding upon Tenant; (3) that Tenant is duly organized and legally existing in the state of its organization, and is qualified to do business in the state in which the Premises is located.

J. Tenant acknowledges that the financial capability of Tenant to perform its obligations hereunder is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial statements, that Tenant is capable of performing such financial obligations. Tenant herby represents, warrants and certifies to Landlord that its financial statements previously furnished to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease.

K. Notwithstanding anything to the contrary contained in this Lease, the expiration of the Lease term, whether by lapse of time or otherwise shall not relieve Tenant from Tenant’s obligations accruing prior to the expiration of the Lease Term, and such obligation shall survive any such expiration or other termination of the Lease Term.

L. Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only, and the delivery hereof does not constitute an offer to Tenant or an option. This Lease shall not be effective until an original of this Lease executed by both Landlord and Tenant and an original Guaranty, if applicable, executed by each Guarantor is delivered to and accepted by Landlord, and this Lease has been approved by Landlord’s mortgagee, if required.

M. Landlord and Tenant understand, agree and acknowledge that (i) this Lease has been freely negotiated by both parties; and (ii) in any controversy, dispute or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions, there shall be not inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof.

N. The headings and titles to the paragraphs of this Lease are for convenience only and shall have no effect upon the construction or interpretation of any part hereof.

O. Receipt by Landlord of Tenant’s keys to the Premises shall not constitute an acceptance of surrender of the Premises.

P. Tenant agrees that, as between Tenant and Landlord, Landlord as the sole and absolute right to contest taxes levied against the Premises and the Property (other than taxes levied directly against Tenant’s personal property within, or sales made from, the Premises).

Q. Within ten (10) days after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant. If Tenant is a publicly traded corporation, Tenant may satisfy its obligations hereunder by providing to Landlord Tenant’s most recent annual and quarterly reports. Tenant will discuss its financial statements with Landlord and, following the occurrence of an Event of Default hereunder, will give Landlord access to Tenant’s books and records in order to enable Landlord to verify the financial statements. Landlord will not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except (i) to Landlord’s Mortgagee or prospective mortgagees or purchasers of the Building, and/or (ii) in litigation between Landlord and Tenant, and/or (iii) if required by court order.

34. Entire Agreement. This Lease, including the following Exhibits:

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

Exhibit G

Outline and Location of Premises

Rules and Regulations

Payment of Basic Costs

Work Letter

Parking Agreement

Commencement Letter (Sample)

Renewal Option

constitutes the entire agreement between the parties hereto with respect to the subject matter of this Lease and supersedes all prior agreements and understandings between the parties related to the Premises, including all lease proposals, letters of intent and similar documents. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease. All understandings and agreements heretofore had between the parties are merged in this Lease, which alone fully and completely expresses the agreement of the parties, neither party relying upon any statement or representation not embodied in this Lease. This Lease may be modified only by a written agreement signed by Landlord and Tenant. Landlord and Tenant expressly agree that there are and shall be no implied warranties of merchantability, habitability, suitability, fitness for a particular purpose or of any other kind arising out of this Lease, all of which are hereby waived by Tenant, and that there are no warranties which extend beyond those expressly set forth in this Lease.

35. Waiver of Consumer Rights. Tenant waives its rights under the Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et seq., Business & Commerce Code, a law that gives consumers special rights and protections. After consultation with Tenant’s attorney, Tenant voluntarily consents to this waiver.

36. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN, TENANT SHALL NOT HAVE THE RIGHT TO AN ABATEMENT OF RENT OR TO TERMINATE THIS LEASE AS A RESULT OF LANDLORD’S DEFAULT AS TO ANY COVENANT OR AGREEMENT CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE AND TENANT HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY AGREES THAT TENANT’S REMEDIES FOR DEFAULT HEREUNDER OR IN ANY WAY ARISING IN CONNECTION WITH THIS LEASE INCLUDING ANY BREACH OF ANY PROMISE OR INDUCEMENT OR WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMTIED TO SUIT FOR DIRECT AND PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN THE NOTICES AS HEREINAFTER REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY LANDLORD UNDER THIS LEASE SHALL BE LIMTIED TO THE INTEREST OF LANDLORD IN THE BUILDING AND THE PROPERTY AND TENANT AGREES TO LOOK SOLELY TO LANDLORD’S INTERST IN THE BUILDING AND THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT AGAINST THE LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. TENANT HERBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR DIRECT AND PROMIXATE DAMAGES, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE PROPERTY, BUILDING OR PREMISES (LANDLORD MORTGAGEES) NOTICE AND REASONABLE TIME TO CURE ANY ALLEGED DEFAULT BY LANDLORD.

[signatures contained on following page]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple original counterparts as of the day and year first above written.

LANDLORD:

DIG HP1, LLC
a Delaware limited liability company

By: ______________________________

Chris Dornin, President

TENANT:

VIRTUALARMOR LLC,
a Colorado limited liability company

By: ______________________
Name: ___________________
Title: ____________________

EXHIBIT A

OUTLINE AND LOCATION OF PREMISES

(Suite 108, not to scale)

A-1

EXHIBIT B

RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking garage associated therewith (if any), the Property and the appurtenances thereto:

1. Sidewalks, entrances, passageways, courts, corridors, vestibules, halls, elevators and stairways in and about the Building shall not be obstructed nor shall objects be placed against glass partitions, doors or windows which would be unsightly from the Building’s corridors from the exterior of the Building.

2. Plumbing, fixtures and appliances shall be used for only the purpose for which they were designed and no foreign substance of any kind whatsoever shall be thrown or placed therein. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall not in any case be responsible therefor.

3. Any sign, lettering, picture, notice, or advertisement installed within the Premises which is visible from the public corridors within the Building shall be installed in such manner, and be of such character and style, as Landlord shall approve, in writing in its reasonable discretion. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or door or in a position to be visible from outside the Building. No nails, hooks or screws (except for customary artwork or wall hangings) shall be driven or inserted into any part of the Premises or Building except by Building maintenance personnel, nor shall any part of the Building be defaced or damaged by Tenant.

4. Tenant shall not place any additional lock or locks on any door in the Premises or Building without Landlord’s prior written consent. A reasonable number of keys to the locks on the doors in the Premises shall be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall not have any duplicate keys made. All keys and passes shall be returned to Landlord at the expiration or earlier termination of this Lease.

5. Tenant shall refer all contractors, contractors’ representatives and installation technicians for Landlord for Landlord’s supervision, approval and control before the performance of any contractual services. This provision shall apply to all work performed in the Building including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, doors, entranceways, and any and all installations of every nature affecting floors, walls, woodwork, window trim, ceilings, equipment and any other physical portion of the Building. Tenant shall not waste electricity, water or air conditioning. All controls shall be adjusted only by Building personnel.

6. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any merchandise or materials which require the use of elevators, stairways, lobby areas, or loading dock areas, shall be restricted to hours designated by Landlord. Tenant must seek Landlord’s prior approval by providing in writing a detailed listing of such activity. If approved by Landlord, such activity shall be under the supervision of Landlord and performed in the manner stated by Landlord. Landlord may prohibit any article, equipment or any other items from being brought into the Building. Tenant is to assume all risk for damage to articles moved and injury to persons resulting from such activity. If any equipment, property and/or personnel of Landlord or of any other tenant is damaged or injured as a result of or in connection with such activity, Tenant shall be solely liable for any and all damage or loss resulting therefrom.

B-1

7. All corridor doors, when not in use, shall remain closed. Tenant shall cause all doors to the Premises to be closed and securely locked before leaving the Building at the end of the day.

8. Tenant shall keep all electrical and mechanical apparatus owned by Tenant free of vibration, noise and airwaves which may be transmitted beyond the Premises.

9. Canvassing, soliciting and peddling in or about the Building or Property is prohibited. Tenant shall cooperate and use its best efforts to prevent the same.

10. Tenant shall not use the Premises in any manner which would overload the standard heating, ventilating or air conditioning systems of the Building.

11. Tenant shall not utilize any equipment or apparatus in such manner as to create any magnetic fields or waves which adversely affect or interfere with the operation of any systems or equipment in the Building or Property.

12. Bicycles and other vehicles are not permitted inside or on the walkways outside the Building, except in those areas specifically designated by Landlord for such purposes.

13. Tenant shall not operate or permit to be operated on the Premises any coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusements devices and machine for sale of beverages, foods, candy, cigarettes or other goods), except for those vending machines or similar devices which are for the sole and exclusive use of Tenant’s employees, and then only if such operation does not violate the lease of any other tenant in the Building.

14. Tenant shall utilize the termite and pest extermination service designated by Landlord to control termites and pests in the Premises. Except as included in Basic Costs, Tenant shall bear the cost and expense of such extermination services.

15. Tenant shall not open or permit to be opened any window in the Premises. This provision shall not be construed as limiting access of Tenant to any balcony adjoining the Premises.

16. To the extent permitted by law, Tenant shall not permit picketing or other union activity involving its employees or agents in the Building or on the Property, except in those locations and subject to time and other constraints as to which Landlord may give its prior written consent, which consent may be withheld in Landlord’s sole discretion.

17. Tenant shall comply with all applicable laws, ordinances, governmental orders or regulations and applicable orders or directions from any public office or body having jurisdiction, with respect to the Premises for the Building, the Property and their respective use or occupancy thereof. Tenant shall not make or permit any use of the Premises, the Building or the Property, respectively, which is directly or indirectly forbidden by law, ordinance, governmental regulation or order, or direction of applicable public authority, or which may be dangerous to person or property.

18. Tenant shall not use or occupy the Premises in any manner or for any purpose which would injure the reputation or impair the present or future value of the Premises, the Building or the Property; without limiting the foregoing, Tenant shall not use or permit the Premises or any portion thereof to be used for lodging, sleeping or for any illegal purpose.

19. All deliveries to or from the Premises shall be made only at times, in the areas and through the entrances and exits designated for such purposes by Landlord. Tenant shall not permit the process of receiving deliveries to or from the Premises outside of said areas or in a manner which may interfere with the use by any other tenant of its premises or any common areas, any pedestrian use of such area, or any use which is inconsistent with good business practice.

B-2

20. Tenant shall carry out Tenant’s permitted repair, maintenance, alterations, and improvements in the Premises only during times agreed to in advance by Landlord and in a manner which will not interfere with the rights of other tenants in the Building.

21. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, its occupants, entry and use, or its contents. Tenant, Tenant’s agents, employees, contractors, guests and invitees shall comply with Landlord’s reasonable requirements thereto.

22. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord’s opinion may tend to impair the reputation of the Building or its desirability for Landlord or its other tenants. Upon written notice from Landlord, Tenant will refrain from and/or discontinue such publicity immediately.

23. Neither Tenant nor any of its employees, agents, contractors, invitees or customers shall smoke in any area designated by Landlord (whether through the posting of a no smoking sign or otherwise) as a no smoking area. In no event shall Tenant or any of its employees, agents, contractors, invitees or customers smoke in the hallways or bathrooms of the Building. Landlord reserves the right to designate, from time to time, additional areas of the Building and the Property as no smoking areas and to designate the entire Building and the Property as a no smoking area. Notwithstanding the foregoing, Landlord agrees to move the outdoor smoking section currently located near the Premises to another location at the Property. Landlord shall not be responsible to monitor the smoking and non-smoking areas but will provide written notice to tenants at the Building of the relocation of same and shall continue its current efforts to enforce same.

B-3

EXHIBIT C

PAYMENT OF BASIC COSTS

During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Rent hereunder Tenant’s Pro Rata Share of the amount by which (a) Basic Costs (as defined below) for the applicable calendar year exceeds the Base Year, and (b) Taxes (defined below) for the applicable year exceeds the Tax Base Year. In no event shall the amount required to be paid by Tenant with respect to Basic Costs for any calendar year during the Lease Term be less than zero. Prior to January 1 of each calendar year during the lease Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of Basic Costs for the applicable full or partial calendar year and Tenant’s Pro Rata Share thereof. On or before the first day of each month during such calendar year, Tenant shall pay Landlord, as Additional Rent, a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the amount by which Basic Costs for such calendar year will exceed Basic Costs for the Base Year. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Basic Costs for such year and provide Tenant with a revised statement therefor (provided, however, Landlord agrees that Landlord shall not issue a revised statement more than twice in any calendar year), and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Basic Costs by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year’s estimate until such time as Landlord provides Tenant with an estimate of Basic Costs for the current year. Upon receipt of such current year’s estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Rent based on the previous year’s estimate. Tenant shall pay Landlord for any underpayment upon demand. Any overpayment in excess of the equivalent of one (1) month’s Base Rent shall, at Landlord’s option, be refunded to Tenant or credited against the installment of Additional Rent due for the month immediately following the furnishing of such estimate. Any amount paid by Tenant based on any estimate shall be subject to adjustment pursuant to Paragraph B below, when actual Basic Costs are determined for such calendar year.

As soon as is practical following the end calendar year during the Lease Term, Landlord shall furnish to Tenant a statement of Landlord’s actual Basic Costs for the previous calendar year. If for any calendar year the Additional Rent collected for the prior year, as a result of Landlord’s estimate of Basic Costs, is in excess of Tenant’s Pro Rata Share of the amount by which Basic Costs for such prior year exceeds Basic Costs for the Base Year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option apply such amount against Additional Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the expiration of the Lease.

Basic Costs shall mean all direct and indirect costs, expenses paid, and disbursements of every kind (subject to the limitations set forth below) which Landlord incurs, pays or becomes obligated to pay in each calendar year in connection with operating, maintaining, repairing, owning and managing the Building and the Property, including, but not limited to, the following:

(1)

All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including, but not limited to, amounts incurred for wages, salaries and other compensation for services, professional training, payroll, social security, unemployment and other similar taxes, workers compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits.

C-1

(2)

All management fees, the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property.

(3)

All Rent and/or purchase costs of materials, supplies, tools and equipment used in the operation, repair, replacement and maintenance and the control of access to the Building and the Property.

(4)

All amounts charged to Landlord by contractors and/or suppliers for services, replacement parts, components, materials, equipment and supplies furnished in connection with the operation, repair, maintenance, replacement and control of access to any part of the Building, or the Property generally, including the heating, air conditioning, ventilating, plumbing, electrical, elevator and other systems and equipment of the Building and the garage. At Landlord’s option, major repair items may be amortized over a period of up to five (5) years.

(5)

All premiums and deductibles paid by Landlord for fire and extended insurance coverage, earthquake and extended coverage insurance, liability and extended coverage insurance, Rent loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from time to time by landlords of comparable office buildings or required to be carried by Landlord’s mortgagee.

(6)

Charges for all utilities, including, but not limited to, water, electricity, gas and sewer, but excluding those electrical charges for which tenants are individually responsible.

(7)

Taxes, which for purposes hereof, shall mean (a) all real estate taxes and assessments on the Property, the Building or the Premises, and taxes and assessments levied in substitution or supplementation in whole or in part of such taxes, (b) all personal property taxes for the Building’s personal property, including license expenses, (c) all taxes imposed on services of Landlord’s agents and employees, (d) all sales, use or other tax now or hereafter imposed by any governmental authority upon rent received by Landlord, (e) all other taxes, fees or assessments now or hereafter levied by any governmental authority on the Property, the Building or its contents or on the operation and use thereof (except as relate to specific tenants), and (f) all costs and fees incurred in connection with seeking reductions or refunds in Taxes including, without limitation, any costs incurred by Landlord to challenge the tax valuation of the Building. Estimates of real estate taxes and assessments for any calendar year during the Lease Term shall be determined based on Landlord’s good faith estimate of the real estate taxes and assessments. Taxes and assessments hereunder are those accrued with respect to such calendar year, as opposed to the real estate taxes and assessments paid or payable for such calendar year.

(8)

All landscape expenses and costs of repairing, resurfacing and striping of the parking areas and garages of the Property, if any.

(9)

Cost of all maintenance service agreements, including those for equipment, alarm service, window cleaning, drapery or mini-blind cleaning, janitorial services, metal refinishing, pest control, uniform supply, landscaping and any parking equipment.

C-2

(10)

Cost of all other repairs, replacements and general maintenance of the Property and Building neither specified above nor directly billed to tenants, including the cost of maintaining all interior Common Areas including lobbies, multi-tenant hallways, restrooms and service areas.

(11)

The amortized cost of capital improvements made to the Building or the Property which are (a) primarily for the purpose of reducing operating expense costs or otherwise improving the operating efficiency of the Property or Building; or (b) re1uired to comply with any laws, rules or regulations of any governmental authority or a requirement of Landlord’s insurance carrier. The cost of such capital improvements shall be amortized over a period of five (5) years, or longer (at Landlord’s option), and shall, at Landlord’s option, include interest at a rate that is reasonably equivalent to the interest rate that Landlord would be required to pay to finance the cost of the capital improvement in question as of the date such capital improvement is performed, provided if the payback period for any capital improvement is less than five (5) years, Landlord may amortize the cost of such capital improvement over the payback period.

(12)

Any other charge or expense of any nature whatsoever which, in accordance with general industry practice with respect to the operation of a first class office building, would be construed as an operating expense.

Basic Costs shall not include repairs and general maintenance paid from proceeds of insurance or by a tenant or other third parties, and alterations attributable solely to individual tenants of the Property. Further, Basic Costs shall not include the cost of capital improvements (except as above set forth), depreciation, interest (except as provided above with respect to the amortization of capital improvements), lease commissions, and principal payments on mortgage and other non-operating debts of Landlord. Capital Improvements are more specifically defined as:

(1)

Costs incurred in connection with the original construction of the Property or with any major changes to same, including, but not limited to, additions or deletions of corridor extensions, renovations and improvements of the Common Aras beyond the costs caused by normal wear and tear, and upgrades or replacement of major Property systems; and

(2)

Costs of correcting defects (including latent defects), including any allowances for same, in the construction of the Property or its related facilities; and

(3)

Costs incurred in renovating or otherwise improving, designing, redesigning, decorating or redecorating space for tenants or other occupants of the Property or other space leased or held for lease in the Property.

If the Building and the other buildings Landlord operates in conjunction therewith are not at least 95% occupied, in the aggregate, during any calendar year of the Lease term, or if Landlord is not supplying services to at least 95% of the Approximate Rental Area of the Building and such other buildings at any time during any calendar year of the Lease Term, actual Basic Costs for purposes hereof shall, at Landlord’s option, be determined as if the Building and such other buildings had been 95% of the Approximate Rentable Area of the Building and such other buildings during such year.

C-3

EXHIBIT D

WORK LETTER

(Turnkey)

This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the preparation of the Premises for Tenant’s occupancy. All improvements described in this Work Letter to be constructed in and upon the Premises, or which are required to be constructed due to the work set forth in the Plans (defined below) by Landlord are hereinafter referred to as the “Landlord’s Work.” Landlord shall enter into a direct contract for Landlord’s Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord’s Work.

Landlord shall perform the Landlord’s Work in a turnkey manner, at its sole cost and expense, substantially in accordance with the price, space planning, notes, architectural and/or mechanical drawings attached hereto as Exhibit D-1 (collectively, the “Plans”). All materials utilized in the construction of the Landlord’s Work shall be Building Standard. Notwithstanding the foregoing, if Tenant shall request any above-Building Standard materials, change, addition or alteration in any of the Plans which causes the cost of construction to increase, Tenant shall be solely responsible for the cost of same.

Tenant shall furnish any requested information and approve or disapprove any preliminary or final layout, drawings, or plans within two (2) Business Days after written request. Any disapproval shall be in writing and shall specifically set forth the reasons for such disapproval. Tenant and Landlord shall devote such time in consultation as may be required to provide all information Landlord deems necessary in order to enable Landlord’s architect and engineer to complete and obtain Tenant’s final, written approval of the Plans for the Landlord’s Work by not later than April 15, 2015 (the “Plans Due Date”). In the event that Tenant fails to provide its final, written approval of the Plans by the Plans Due Date, Tenant shall be responsible for one (1) day of delay (as defined in the Lease) for each day during the period beginning on the day following the Plans Due Date and ending on the date Tenant approves the Plans.

Landlord shall notify Tenant of substantial completion of the Landlord’s Work.

This Exhibit D shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of this Lease, whether by any options under the Lese or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. Tenant shall be solely responsible for all costs incurred for data and telecommunications cabling, and any furniture, fixtures, and equipment.

D-1

EXHIBIT D-1

PRICING PLAN

D-1-1

EXHIBIT E

PARKING AGREEMENT

1. During the herein defined Lease Term, Tenant shall be allotted eleven (11) unreserved parking spaces in the Building garage at $0.00 per space per month. Tenant may elect to convert one (1) unreserved parking space to a reserved parking space at $85.00 per space per month. No deductions or allowances will be made for days an individual does not use the parking facilities. Notwithstanding the foregoing, Tenant shall pay any applicable taxes and operating expense associated with such parking.

2. Landlord will lease to Tenant, on a best efforts only basis, additional parking spaces for and during the term of this Lease at the market rate in effect to the extent such spaces are or become available.

3. A decal may be issued identifying a vehicle’s authorization to park in the parking area and the appropriate level. Decal is to be placed on the lower left side of the rear window.

4. All tenants parking in the parking area may be issued a parking access card. Tenant or Tenant’s employees will be required to place a deposit to obtain an access card.

5. In the event said agreement is canceled, the automobile owner agrees to remove said automobile from the premises promptly upon demand; otherwise, Landlord shall remove said automobile without assumption for any liability whatsoever.

6. Landlord shall not be responsible for any loss, theft or damage to any articles left in any vehicle while in or being driven to or from the parking area however caused unless due to gross negligence of Landlord, its agents, servants or employees.

7. Landlord may designate the area in the parking area within which each vehicle may be parked and may make, modify and enforce reasonable rules and regulations relating to the parking of vehicles in the parking area, and Tenant agrees to abide by such rules and regulations.

E-1

EXHIBIT F

COMMENCEMENT LETTER

SAMPLE ONLY

Date______________

Tenant
Address____________________
__________________________

Re:

Commencement Letter with respect to that certain Lease dated ________________ by and between DIG HP1, LLC, a Delaware limited liability company (“Landlord”) and ____________ as Tenant for an Approximate Rental Area in the Premises of ________ square feet on the ______ floor of the Building located at 8085 S. Chester Street, Centennial, Colorado

Dear _________________:

In accordance with the terms and conditions of the above referenced Lease, Tenant hereby accepts possession of the premises and agrees as follows:

The Commencement Date of the Lease is _________________________

The Termination Date of the Lease is ___________________________

Landlord agrees to complete the work in the Premises identified in the punchlist jointly prepared by Landlord and Tenant dated ______________________:

Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all three (3) copies of this Commencement Letter in the space provided and returning two (2) fully executed copies of the same to my attention.

Sincerely,

xxxxxxxxxxxxxx
Property Manager

TENANT

By:

Name:

Title:

F-1

EXHIBIT G

RENEWAL OPTION

Provided no continuing Event of Default by Tenant exists, Tenant has not assigned or subleased any portion of the Premises (except for a Permitted Transfer), and provided further that the option is exercised with respect to all of the Premises (as expanded), Tenant shall have the option to extend the term of the Lease (“Renewal Option”) for one (1) period of sixty (60) months (“Extension Period”) upon all the terms, covenants and conditions contained in the Lease, as amended, except the Base Rent for any Extension Period shall be the Market Rental Rate (as defined below) of similar properties in the Centennial market area, as follows:

(a) Tenant shall exercise its right hereunder by delivering written notice to Landlord of Tenant’s desire to extend the Term no earlier than eighteen (18) and no later than twelve (12) months prior to the Termination Date. At such time as Tenant notifies Landlord in writing of its desire to exercise its Renewal Option, Landlord shall within fifteen (15) business days thereafter, notify Tenant in writing of its good faith determination of the Market Rental Rate (defined below). Tenant may accept the rate as quoted or elect to enter into negotiations with Landlord for a period not to exceed fifteen (15) days thereafter (the “Outside Agreement Date”), during which time both parties shall be required to negotiate on a diligent, good faith basis to arrive at an agreement concerning the Market Rental Rate. If an agreement is not reached by both parties by the Outside Agreement Date, then Landlord or Tenant shall submit the issue to arbitration, in accordance with the procedure set forth below.

(b) For purposes of this Section, “Market Rental Rate” shall mean the annual effective rental rate per square foot that, as of the date that is ninety (90) days prior to the commencement of the Extension Period, a willing, comparable, tenant would pay, and a willing landlord of a comparable office building located in the vicinity of the Building would accept, in an arm’s length brokered transaction, for space of comparable size, quality and floor height as the Premises in a building of comparable quality and with comparable parking and other amenities. In determining the Market Rental Rate, Landlord and Tenant shall take into consideration all discounts, allowances, free rent, remodeling credits, construction allowances and other concessions and inducements, and any that do not apply to Tenant (e.g., improvement allowance) shall be factored out of the determination hereunder, to provide the same net result to Landlord.

(c) If Landlord and Tenant fail to reach agreement as to the Market Rental Rate by the Outside Agreement Date, then each party shall make a separate determination of the Market Rental Rate, which shall be submitted to each other and to arbitration in accordance with the following:

(i) If each of Landlord’s and Tenant’s Market Rental Rate are within ten percent (10%) of each other, then the parties agree to take the average of Landlord’s rate and Tenants rate.

(ii) If the rates are more than ten percent (10%) of each other, then Landlord and Tenant shall each appoint, within ten (10) days of the Outside Agreement Date, one (1) arbitrator who shall by profession be a current real estate broker or appraiser of commercial office properties in the immediate vicinity of the Building, and who has been active in such field in the area where the Building is located over the last five (5) years. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Market Rental Rate is the closest to the actual Market Rental Rate as determined by the arbitrators, taking into account the requirements listed in the definition of Market Rental Rate above.

G-1

(iii) If, however, the arbitrators cannot agree on a Market Rental Rate, then the two (2) appointed arbitrators shall within five (5) business days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth above.

(iv) The third arbitrator shall make its own determination of the Market Rental Rate and then choose either the Market Rental Rate determined by the Landlord or the Market Rental Rate determined by the Tenant within ten (10) days (such determination by the third arbitrator shall be referred to as the “Final Determination”).

(v) Landlord and Tenant shall bear the cost of their own arbitrator and, if a third arbitrator is necessary, the parties shall share the cost of the third arbitrator 50-50.

(vi) If either Landlord or Tenant fails to appoint an arbitrator within ten (10) days after the Outside Agreement Date, then the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. Or, if the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third arbitrator of any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association.

(d) Time shall be of the essence regarding all the periods set forth above for the exercise of the Renewal Option. If Tenant fails to exercise the right to extend, said right shall terminate and shall be null and void and of no further force and effect. If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise its right, or, except for a Permitted Transfer, if Tenant shall have assigned or transferred all or any portion of its interest in the Lease or subleased all or any portion of the Premises, then immediately upon such termination, sublease or assignment the right to extend herein granted shall simultaneously terminate and become null and void. The Renewal Option is personal to Tenant. Under no circumstances shall the assignee under a complete or partial assignment of the Lease (except pursuant to a Permitted Transfer), or a subtenant under a sublease of the Premises, have any right to exercise the Renewal Option granted herein.

G-2

EX1A-6 MAT CTRCT 11 ex6x3.htm EXHIBIT 6.3

Exhibit 6.3

CONFIDENTIAL TREATMENT REQUESTED

IBM Application Specific License Software Agreement

Base Agreement: 4913004098

Thank you for doing business with IBM. The Agreement is our complete agreement and replaces all prior oral or written communications between us regarding the transactions described the Transaction Documents.

By signing below for our companies, each of us agrees to the terms of this Base Agreement. When signed, each Transaction Document and the Base Agreement form a separate agreement between the parties. Once signed, 1) both parties agree any reproduction of the Agreement made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Programs are subject to it.

Agreed to:

International Business Machines Corporation

By: /S/ Rosanne Kearney

Name: Rosanne Kearney

Title: Contract Professional

Date: 12/31/2014

IBM Address:

11501 Burnet Road

Austin, TX 78758

Attn: OEM Software Contracts

Internal Mail drop: 901-2E007

Agreed to:

VirtualArmor LLC

By: /s/ Todd Kannegieter

Name: Todd Kannegieter

Title: COO

Date: 12/30/2014

VirtualArmor Address:

10901 W. Toller Drive

Suite 301

Littleton, CO 80127

IBM Application Specific License Software Agreement

Base Agreement: 4913004098

This IBM Application Specific License (ASL) Software Agreement (Agreement) is entered into between International Business Machines Corp. (IBM) and VirtualArmor LLC (you). Under this Agreement, IBM authorizes you to copy certain Programs to include in your Solution which you will market and distribute to Customers in the Territory.

1.0 DEFINITIONS

1.1 Customer – An end user authorized to use the Solution for its intended use and not for remarketing. Customers do not include you, your parent company, subsidiaries, or any company which shares common ownership with you.

1.2 Maintenance Modification – Revisions that correct errors in Programs.

1.3 Open Source Code – Any computer software program, of which (i) the human-readable program instructions (known as “source-code”) are available to the public for inspection and use by others; and (ii) the terms and conditions of the applicable license agreement permit recipients of the program freely (and without liability to pay any royalty or fee) to copy, modify and distribute the program’s source code.

1.4 Programs – The IBM products listed in the Transaction Document and all whole or partial copies of them. A Program consists of machine-readable instructions, its components, data, audiovisual content (such as images, text, recordings, or pictures), and related licensed materials.

1.5 Solution – The offering that is created when our Programs and your Value-Add Components work together.

1.6 Value-Add Components – Your products listed in the Transaction Document that you must include in your Solution. Your Value-Add Components must add significant new functionality or combine or integrate the Program with one or more other products or services that add significant new functionality.

2.0 LICENSES AND GRANTS

2.1 The Programs are owned by IBM, one of its subsidiaries, or an IBM supplier, and are copyrighted and licensed, not sold. Each party keeps title to its copyrights, patents and any other intellectual property rights in its materials.

2.2 IBM will provide you one copy of each Program. IBM grants you a nontransferable, nonexclusive right to copy each Program (including all trademarks contained in the Program) to include in your Solution. You may only market such program to Customers as part of your Solution and may not modify the program or any proprietary notices or trademarks contained in the Program without IBM’s prior written consent.

2.3 A restricted license allows you, your distributors, and your Customers to use the Programs only in conjunction with the Solution. The Transaction Document will specify the Programs to which a restricted license applies. If a restricted license applies to a Program, you must distribute such Program under your license agreement and notify your Customers that they may only use the Program as part of the Solution.

2.4 If a restricted license does not apply to a Program, you may distribute such Program either under the terms of the IBM International Program License Agreement (IPLA) or under your license agreement.

2.5 For both restricted and unrestricted licenses, your license agreement must restrict your Customers to substantially the same terms as the IPLA. You must include in your Solution any additional licensed materials and Proof of Entitlement Certificates we provide to you.

2.6 You must provide all support for your Value-Add Components. The Transaction Document will specify each party’s respective responsibilities regarding support for the Programs.

2.7 IBM will make available to you Maintenance Modifications released by IBM during the term of the Transaction Document. You agree to incorporate Maintenance Modifications on all Programs as soon as commercially possible.

2.8 The territory for this Agreement is worldwide (Territory) except where prohibited by applicable laws. The Territory also excludes the following countries where IBM has exclusive dealing arrangements: Abu Dhabi, Algeria, Bahrain, Belize, Costa Rica, Dominican Republic, Dubai, El Salvador, Guatemala, Haiti, Honduras, Kuwait, Nicaragua, Oman, Panama, Qatar, Saudi Arabia and Tunisia. We may change this list on written notice.

2.9 You may use distributors to distribute the Solution to Customers in the Territory. You will ensure that anyone you authorize to use or distribute the Programs does so only in compliance with the terms of this Agreement.

2.10 You may not reverse assemble, reverse compile, or otherwise translate the Program.

2.11 IBM may withdraw Programs either on a temporary or permanent basis. If the withdrawal is based on an infringement claim, or if IBM no longer has the rights for the Programs, you will suspend further use and distribution of the Programs. For other withdrawals, you may continue to use and distribute the Programs as provided under this Agreement. However, support may not be available for withdrawn Programs.

3.0 PAYMENTS AND TAXES

3.1 You agree to pay IBM as described in the Transaction Document. If a purchase commitment is specified in a Transaction Document, and you have not met such commitment by the end of the term of such Transaction Document, IBM may invoice you for the remaining balance.

3.2 If you accept a returned Solution from your Customer and refund the amount paid, you may relicense it to another Customer without additional fee to IBM.

3.3 If any authority imposes a duty, tax, levy or fee, excluding those based on IBM’s net income, upon the Program supplied by IBM under this Agreement, then you agree to pay that amount or supply exemption documentation.

3.4 For two years, you will maintain relevant records to support payments made to IBM and to show you have otherwise complied with the Agreement. Upon IBM’s written request, you will make such records available to IBM or an independent auditor chosen and compensated by IBM. Such audits will be conducted on your premises and will not occur more than once each year. The auditor will sign a confidentiality agreement and will only disclose to IBM any amounts due and payable for the period examined. If an audit discovers that you underpaid IBM, you will pay the amount due plus interest from date payment was due. The interest rate is the lower of 2% per month or the highest interest rate allowed by law. If you have underpaid IBM by more than 5%, you will also reimburse IBM for all expenses associated with the audit.

3.5 In order for you to perform your responsibilities under this Agreement, you may license the Programs for development, testing, demonstration, and support purposes, at the prices specified in the Transaction Document. At any time during the course of this Agreement, or after its expiration, you may license the Programs for internal use under IBM’s then current prices, terms and conditions. The terms of this Agreement shall not apply to that transaction and IBM will not credit any payments under this Agreement towards such license fees.

4.0 WARRANTY AND INDEMNIFICATION

4.1 IBM warrants that when the Program is used in the specified operating environment it will conform to its specifications. IBM does not warrant uninterrupted or error-free operation of the Program or that IBM will correct all Program defects. IBM is not responsible for the results obtained from the use of the Program.

4.2 IBM DOES NOT WARRANT TO YOU THAT THE PROGRAMS OR YOUR SOLUTIONS WILL MEET THE REQUIREMENTS OF YOU, YOUR DISTRIBUTORS OR CUSTOMERS. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, IBM PROVIDES THE PROGRAMS TO YOU “AS IS” WITHOUT WARRANTY. IBM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

4.3 If a third party claims that a Program as furnished by IBM infringes a patent or copyright, IBM will indemnify you against that claim at IBM’s expense. If an infringement claim appears likely, or is made about a Program, you will let IBM, a) modify or replace it, or b) obtain the necessary rights for you to continue to exercise your license under this Agreement. If IBM concludes that neither of these alternatives is reasonably available, you will return or destroy the Programs in your possession on IBM’s written request. IBM will have no obligation to indemnify you for any claim based on 1) third-party code, including but not limited to, Open Source Code, or 2) your modification of the Program, or 3) the combination, operation, or use of the Program with any product, data, or apparatus that IBM did not provide.

4.4 If a third party makes a claim against IBM based on your representations not authorized by IBM or based on your actions under this Agreement, you will indemnify IBM against that claim at your expense.

4.5 The indemnifying part will pay any settlement amounts it authorizes and all costs, damages and attorneys’ fees that a court finally awards if the other party a) promptly provides the indemnifying party with written notice of the claim, and b) allows the indemnifying party to control, and cooperates with it in, the defense of the claim and settlement negotiations. The other party may participate in the proceedings at its option and expense.

5.0 LIMITATION OF LIABILITY

5.1 Circumstances may arise where, because of a breach or other liability, one party may recover damages from the other. For all claims brought under this Agreement, regardless of the basis on which the claim is made (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), each party will only be liable for 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) the amount of any other actual direct damages up to the greater of US $100,000 or the payments made to IBM for the Program that is the subject of the claim. This Limitation of Liability shall not apply to any amounts due IBM under this Agreement, or to any claim based on the Indemnification section, or to any breach of IBM’s intellectual property rights.

5.2 Under this Agreement, neither party will be liable for any special, incidental, or indirect damages or for any economic consequential damages (including lost profits or savings), even if it has been advised of the possibility of such damages. IBM is not responsible for damages arising from or related to the use of the Programs outside of the Territory.

6.0 TERM AND TERMINATION

6.1 This Agreement and your license rights granted under it remain in effect as long as there is a valid Transaction Document. We may add additional Transaction Documents as mutually agreed. Termination or expiration of the Agreement or any Transaction Document does not affect previously granted paid-up licenses to Customers or any licenses granted to you under any other Agreements.

6.2 IBM may terminate this Agreement and any Transaction Document on written notice if you market Programs separately from the Solution or if you violate IBM’s intellectual property rights. If you market Programs separately from the Solution, you agree to pay IBM the difference between the price you paid IBM for the Programs and our suggested retail price for the Programs. IBM may have other remedies under the law and the Agreement.

6.3 Either party may terminate this Agreement or a Transaction Document on 30 days’ written notice if the other party fails to comply with a material term of this Agreement or a Transaction Document, unless such failure is cured within the 30 day notice period.

6.4 Upon termination or expiration, you must return all copies of the programs to IBM except that you may keep one copy for archival and support purposes. Any terms of this Agreement which by their nature extend beyond the Agreement termination or expiration remain in effect until fulfilled.

7.0 GENERAL

7.1 Each party is an independent contractor. Neither party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other, except as specifically stated in this Agreement. Neither party will assume or create obligations for the other.

7.2 Each party may have similar agreements with others and may design, develop, manufacture, acquire or market products and services that are competitive with the other. You will independently establish prices and terms for the Solution, provided your terms include those required by this Agreement.

7.3 Each party agrees to comply with all applicable laws.

7.4 Each party will identify coordinators who will represent us for various aspects of this Agreement and will notify the other party if the coordinators change.

7.5 Both parties will act in good faith to resolve disputes. Neither party will bring a legal action under this Agreement more than two years after the cause of action arose. Each party waives its right to a jury trial in any resulting litigation.

7.6 Except as expressly stated herein, this Agreement does not grant you any rights in any IBM patents, copyrights, trademarks, trade names, or service marks.

7.7 Neither party is responsible for failure to fulfill any obligations due to causes beyond its control.

7.8 You may not assign or transfer the Agreement or your rights under it or delegate or subcontract your obligations without IBM’s prior written approval, except to a parent or subsidiary, or to a successor organization by merger, consolidation or a sale of assets. Any other attempt to do so is void.

7.9 You agree to allow International Business Machines Corporation and its subsidiaries to store and use your business contact information, including names, business phone numbers, and business e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors acting on IBM’s behalf, IBM business partners who promote, market and support certain IBM products and services, and assignees of International Business Machines Corporation and its subsidiaries for uses consistent with our business relationship.

7.10 All information exchanged is non-confidential. Where confidential information must be exchanged, it will be done under a signed confidentiality agreement. However, you will not disclose the terms of the Agreement to a third party except a) to your accountants, lawyers or other professional advisors under a confidentiality agreement or b) as required by law, provided you get all available confidential treatment for them.

7.11 The laws of the state of New York govern this Agreement. The “United Nations Convention on International Sale of Goods” does not apply.

7.12 In case of conflict, terms of the Transaction Document prevail over terms of the Base Agreement.

IBM ASL Software Agreement – Base Agreement 4913004098

ASL Appliance and Program Purchase Commitment Transaction

Document: 01

This is an Application Specific License (ASL) Appliance and Program Purchase Commitment Transaction Document under the IBM ASL/OEM Software Agreement – Base Agreement referenced above. This TD becomes effective when signed by both parties.

Unless this TD is signed by 12/30/14, IBM reserves the right to reject the terms of this TD.

By signing below for our companies (by hand or where recognized by law, electronically), each of us agrees to the terms of this Transaction Document, including its applicable Supplements and the content of: (i) the “IBM OEM/ASL Software Agreement Appliance Attachment” (the “Attachment”); and (ii) the Attachment’s “Exhibit for Appliance Services” (the “Exhibit”). Once signed, both parties agree that 10 any reproduction of the Transaction Document made by reliable means (for example, photocopy or facsimile) is considered an original, unless invalid under local law; 2) this Transaction Document together with the Base Agreement forms a separate agreement (“Agreement”) between the parties, to which all products listed in and ordered by you under this Transaction Document are subject; and 3) this Transaction Document, together with the Base Agreement, the Exhibit and relevant Supplements, is our complete agreement and replaces all prior oral or written communications between the parties regarding the transactions described in Supplements entered into under this Transaction Document. All terms used in this TD and not otherwise defined herein shall have the meanings ascribed to such terms in the Base Agreement.

Agreed to:

International Business Machines Corporation

By: /s/ Rosanne Kearney

Name: Rosanne Kearney

Title: Contract Professional

Date: 12/31/2014

IBM Address:

11501 Burnet Road

Austin, TX 78758

Attn: OEM Software Contracts

Internal Mail drop: 901-2E007

Agreed to:

VirtualArmor LLC

By: /s/ Todd Kannegieter

Name: Todd Kannegieter

Title: COO

Date: 12/30/2014

VirtualArmor Address:

10901 W. Toller Drive

Suite 301

Littleton, CO 80127

1. Products/Prices

This TD applies to orders placed by you in the country in which the IBM entity signing this TD is located. If you wish to take delivery of any Appliance or have IBM provide Appliance-related services to you in any other country, you need to enter into a separate TD and base agreement with the relevant IBM Affiliate in that country. IBM does not warrant that such agreements are available in all countries.

Appliances: You will pay IBM the applicable ASL Price for each Appliance that you order, for each term of Appliance Maintenance and Subscription and Support Service that you order, and for each Service Option that you select during the TD term. You agree to submit purchase orders, including a completed Supplement for each order, pursuant to section 4 below. A specimen Supplement is attached to this TD. Each completed Supplement will set forth specific details and other items relating to an individual Appliance purchase transaction, and forms part this Agreement only for the specific Appliance purchase transactions to which it applies.

Appliance Maintenance and Subscription and Support Service is available and provided as set forth in the Exhibit (as defined on the cover page of this TD). During the TD term, you may renew (or reinstate, if applicable) Appliance Maintenance and Subscription and Support Service at the prices stated above pursuant to the terms of the Exhibit.

Appliance and Software Packs Parts Table

Part Number	License Description (including 12 months S&S)	[Redacted]
D14RELL	IBM SECURITY QRADAR CORE APPLIANCE 21XX G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14RGLL	IBM SECURITY QRADAR CORE APPLIANCE 21XX G2 APPLIANCE INSTALL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RHLL	IBM SECURITY QRADAR CORE APPLIANCE 21XX G2 APPLIANCE INSTALL INITIAL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D14R6LL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14R8LL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14R9LL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL INITIAL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
DOWQ4LL	IBM SECURITY QRADAR SIEM EVENT/FLOW PROCESSOR 18XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D14RALL	IBM SECURITY QRADAR CORE APPLIANCE XX28 G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14RCLL	IBM SECURITY QRADAR CORE APPLIANCE XX28 G2 APPLIANCE INSTALL INITIAL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RDLL	IBM SECURITY QRADAR CORE APPLIANCE XX28 G2 APPLIANCE INSTALL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RILL	IBM SECURITY QRADAR QFLOW COLLECTOR 1201 G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]

D14RKLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1201 G2 APPLIANCE INSTALL INITIAL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RLLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1201 G2 APPLIANCE INSTALL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RMLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1202 G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14RPLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1202 G2 APPLIANCE INSTALL INITIAL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RQLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1202 G2 APPLIANCE INSTALL INITIAL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RRLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1301 G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14RTLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1301 G2 APPLIANCE INSTALL INITIAL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RULL	IBM SECURITY QRADAR QFLOW COLLECTOR 1301 G2 APPLIANCE INSTALL INITIAL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RVLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-SR G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14RXLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-SR G2 APPLIANCE INSTALL INITIAL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RYLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-SR G2 APPLIANCE INSTALL INITIAL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D14RZLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-LR G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14S1LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-LR G2 APPLIANCE INSTALL INITIAL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14S2LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-LR G2 APPLIANCE INSTALL INITIAL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D14S3LL	IBM SECURITY QRADAR EVENT COLLECTOR 1501 G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	[Redacted]
D14S5LL	IBM SECURITY QRADAR EVENT COLLECTOR 1501 G2 APPLIANCE INSTALL INITIAL APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
D14S6LL	IBM SECURITY QRADAR EVENT COLLECTOR 1501 G2 APPLIANCE INSTALL INITIAL APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
D10U8LL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX LT INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]

D10UDLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WP9LL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX LT FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPCLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0V5HLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 31XX LT INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPFLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 31XX LT FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPILL	IBM SECURITY QRADAR SIEM CONSOLE 31XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPLLL	IBM SECURITY QRADAR SIEM CONSOLE 31XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPPLL	IBM SECURITY QRADAR SIEM EVENT PROCESSOR 16XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPSLL	IBM SECURITY QRADAR SIEM EVENT PROCESSOR 16XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPVLL	IBM SECURITY QRADAR SIEM FLOW PROCESSOR 17XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WPYLL	IBM SECURITY QRADAR SIEM FLOW PROCESSOR 17XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQ1LL	IBM SECURITY QRADAR SIEM EVENT/FLOW PROCESSOR 18XX INSTALL LICENSE + SW ` 12 MONTHS	[Redacted]
D14TALL	IBM SECURITY QRADAR DATA NODE FOR MULTIPLATFORM INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D14TELL	IBM SECURITY QRADAR DATA NODE FAILOVER FEATURE FOR MULTIPLATFORM INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQ7LL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 21XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQALL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 21XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQDLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 31XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQGLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 31XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]

D0WJLL	IBM SECURITY QRADAR LOG MANAGER CONSOLE 31XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQMLL	IBM SECURITY QRADAR LOG MANAGER CONSOLE 31XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQQLL	IBM SECURITY QRADAR LOG MANAGER EVENT PROCESSOR 16XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQTLL	IBM SECURITY QRADAR LOG MANAGER EVENT PROCESSOR 16XX FAILOVER FEATURE INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D0WQWLL	IBM SECURITY QRADAR RISK MANAGER INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D10VALL	IBM SECURITY QRADAR VULNERABILITY MANAGER INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]
D10UYLL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE 60XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	[Redacted]

Part Number	Appliance Subscription & Support Renewal Description	[Redacted]
E0JH1LL	IBM SECURITY QRADAR CORE APPLIANCE 21XX G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
E0JH2LL	IBM SECURITY QRADAR CORE APPLIANCE 21XX G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JH3LL	IBM SECURITY QRADAR CORE APPLIANCE 21XX G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JGVLL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
EOJGWLL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JGXLL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JGYLL	IBM SECURITY QRADAR CORE APPLIANCE XX28 G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]

E0JGZLL	IBM SECURITY QRADAR CORE APPLIANCE XX28 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JH0LL	IBM SECURITY QRADAR CORE APPLIANCE XX28 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JH4LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1201 G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
E0JH5LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1201 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JH6LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1201 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JH7LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1202 G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
E0JH8LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1202 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JH9LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1202 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JHALL	IBM SECURITY QRADAR QFLOW COLLECTOR 1301 G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
E0JHBLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1301 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JHCLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1301 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JHDLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-SR G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
E0JHELL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-SR G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JHFLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-SR G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]

E0JHGLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-LR G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
E0JHHLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-LR G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JHILL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-LR G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JHJLL	IBM SECURITY QRADAR EVENT COLLECTOR 1501 G2 APPLIANCE INSTALL ANNUAL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT RENEWAL	[Redacted]
E0JHKLL	IBM SECURITY QRADAR EVENT COLLECTOR 1501 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE BUSINESS CRITICAL SERVICE UPGRADE 12 MONTHS	[Redacted]
E0JHLLL	IBM SECURITY QRADAR EVENT COLLECTOR 1501 G2 APPLIANCE INSTALL SUBSEQUENT APPLIANCE HARD DRIVE RETENTION SERVICE UPGRADE 12 MONTHS	[Redacted]
E014YLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX LT INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E014ZLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX LT FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1BLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1CLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0F4PLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 31XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1DLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 31XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1ELL	IBM SECURITY QRADAR SIEM CONSOLE 31XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1FLL	IBM SECURITY QRADAR SIEM CONSOLE 31XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1GLL	IBM SECURITY QRADAR SIEM EVENT PROCESSOR 16XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1HLL	IBM SECURITY QRADAR SIEM EVENT PROCESSOR 16XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1ILL	IBM SECURITY QRADAR SIEM FLOW PROCESSOR 17XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1JLL	IBM SECURITY QRADAR SIEM FLOW PROCESSOR 17XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1KLL	IBM SECURITY QRADAR SIEM EVENT/FLOW PROCESSOR 18XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]

E0G1LLL	IBM SECURITY QRADAR SIEM EVENT/FLOW PROCESSOR 18XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0J10LL	IBM SECURITY QRADAR DATA NODE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0J11LL	IBM SECURITY QRADAR DATA NODE INSTALL FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1MLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 21XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1NLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 21XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1PLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 31XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1QLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 31XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1RLL	IBM SECURITY QRADAR LOG MANAGER CONSOLE 31XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1SLL	IBM SECURITY QRADAR LOG MANAGER CONSOLE 31XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1TLL	IBM SECURITY QRADAR LOG MANAGER EVENT PROCESSOR 16XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1ULL	IBM SECURITY QRADAR LOG MANAGER EVENT PROCESSOR 16XX FAILOVER FEATURE INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0G1VLL	IBM SECURITY QRADAR RISK MANAGER INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0159LL	IBM SECURITY QRADAR VULNERABILITY MANAGER INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]
E0155LL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE 60XX INSTALL ANNUAL SW SUBSCRIPTION & SUPPORT RENEWAL	[Redacted]

Part Number	Subscription & Support Reinstatement Description	[Redacted]
D14RFLL	IBM SECURITY QRADAR CORE APPLIANCE 21XX G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14R7LL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14RBLL	IBM SECURITY QRADAR CORE APPLIANCE XX28 G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14RJLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1201 G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14RNLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1202 G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14RSLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1301 G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14RWLL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-SR G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14S0LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1310-LR G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14S4LL	IBM SECURITY QRADAR QFLOW COLLECTOR 1501 G2 APPLIANCE INSTALL APPLIANCE MAINTENANCE + SUBSCRIPTION AND SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D10U9LL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX LT INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D10UELL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX LT FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPALL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPDLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 21XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0V5ILL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 31XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPGLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 31XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]

D0WPJLL	IBM SECURITY QRADAR SIEM CONSOLE 31XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPMLL	IBM SECURITY QRADAR SIEM CONSOLE 31XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPQLL	IBM SECURITY QRADAR SIEM EVENT PROCESSOR 16XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPTLL	IBM SECURITY QRADAR SIEM EVENT PROCESSOR 16XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPWLL	IBM SECURITY QRADAR SIEM FLOW PROCESSOR 17XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WPZLL	IBM SECURITY QRADAR SIEM FLOW PROCESSOR 17XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQ2LL	IBM SECURITY QRADAR SIEM EVENT/FLOW PROCESSOR 18XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQ5LL	IBM SECURITY QRADAR SIEM EVENT/FLOW PROCESSOR 18XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14TBLL	IBM SECURITY QRADAR DATA NODE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D14TFLL	IBM SECURITY QRADAR DATA NODE FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQ8LL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 21XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQBLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 21XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQELL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 31XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQHLL	IBM SECURITY QRADAR LOG MANAGER ALL-IN-ONE 31XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQKLL	IBM SECURITY QRADAR LOG MANAGER CONSOLE 31XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQNLL	IBM SECURITY QRADAR LOG MANAGER CONSOLE 31XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQRLL	IBM SECURITY QRADAR LOG MANAGER EVENT PROCESSOR 16XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]

D0WQULL	IBM SECURITY QRADAR LOG MANAGER EVENT PROCESSOR 16XX FAILOVER FEATURE INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D0WQXLL	IBM SECURITY QRADAR RISK MANAGER INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D10VBLL	IBM SECURITY QRADAR VULNERABILITY MANAGER INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]
D10UZLL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE 60XX INSTALL SW SUBSCRIPTION & SUPPORT REINSTATEMENT 12 MONTHS	[Redacted]

Program Licenses: You will receive one copy of the Program(s) and are authorized to make copies of such Program(s) in accordance with the terms of the Agreement. You will pay IBM the applicable ASL Price for each copy of the following Program(s) that you distribute, and for each term of Subscription and Support Renewal and Subscription and Support Reinstatement that you deploy.

Program Parts Tables

Part Number	License Description (Including 12 Months S&S)	[Redacted]
D0YMSLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0YMQLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0YMLLL	IBM SECURITY LOG MANAGEMENT CONSOLE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0YMYLL	IBM SECURITY LOG MANAGEMENT CONSOLE SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0YMNLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR SW LICENSE + S&S 12 MONTH	[Redacted]
D0YMULL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR SW FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D0WRBLL	IBM SECURITY SIEM ALL-IN-ONE SW LICENSE + S&S 12 MONTH	[Redacted]
D0WRELL	IBM SECURITY SIEM ALL-IN-ONE SW FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D0WRHLL	IBM SECURITY SIEM CONSOLE SW LICENSE + S&S 12 MONTH	[Redacted]
D0WRKLL	IBM SECURITY SIEM CONSOLE SW FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D0WRNLL	IBM SECURITY SIEM EVENT PROCESSOR SW LICENSE + S&S 12 MONTH	[Redacted]
D0WRRLL	IBM SECURITY SIEM EVENT PROCESSOR SW FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D0WRULL	IBM SECURITY SIEM FLOW PROCESSOR SW LICENSE + S&S 12 MONTH	[Redacted]
D0WRXLL	IBM SECURITY SIEM FLOW PROCESSOR SW FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D0WSOLL	IBM SECURITY SIEM COMBINED EVENT/FLOW PROCESSOR SW LICENSE + S&S 12 MONTH	[Redacted]

D0WS3LL	IBM SECURITY SIEM COMBINED EVENT/FLOW PROCESSOR SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0ZPSLL	IBM SECURITY SIEM EVENT COLLECTOR SW LICENSE + S&S 12 MONTH	[Redacted]
D0WS6LL	IBM SECURITY SIEM QFLOW COLLECTOR SW LICENSE + S&S 12 MONTH	[Redacted]
D0WS9LL	IBM SECURITY SIEM QFLOW COLLECTORS FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D14QBLL	IBM SECURITY SIEM DATA NODE SW FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D14QELL	IBM SECURITY SIEM DATA NODE SW FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D0WU6LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 1000 TO 2500 SW LICENSE + S&S 12 MONTH	[Redacted]
D0WU8LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 1000 TO 2500 FAILOVER FEATURE LICENSE + S&S 12 MONTH	[Redacted]
D0WTULL	IBM SECURITY SIEM EPS INCREASE 1000 TO 2500 LICENSE + S&S 12 MONTH	[Redacted]
D0WTWLL	IBM SECURITY SIEM EPS INCREASE 1000 TO 2500 FAILOVER FEATURE SW LICENSE + S&S 12 MONTH	[Redacted]
D0WTYLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 2500 SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WU0LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 2500 FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0V5JLL	IBM SECURITY SIEM EPS INCREASE 2500 SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WTSLL	IBM SECURITY SIEM EPS INCREASE 2500 FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WUCLL	IBM SECURITY FLOW INCREASE 25K TO 50K SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WUELL	IBM SECURITY FLOW INCREASE 25K TO 50K FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WUGLL	IBM SECURITY FLOW INCREASE 50K TO 100K SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WUILL	IBM SECURITY FLOW INCREASE 50K TO 100K FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0V5LLL	IBM SECURITY FLOW INCREASE 100K SW LICENSE + S&S 12 MONTHS SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WUALL	IBM SECURITY FLOW INCREASE 100K FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WV3LL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 50	[Redacted]
D0WV5LL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 500	[Redacted]
D0WV7LL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 1000	[Redacted]
D0WV9LL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 5000	[Redacted]
D0WVBLL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 100000	[Redacted]
D10USLL	IBM SECURITY QRADAR RISK MANAGER APPLIANCE VM APPLIANCE + S&S 12 MONTHS	[Redacted]
D10UPLL	IBM SECURITY QRADAR RISK MANAGER APPLIANCE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WVRLL	IBM SECURITY QRADAR RISK MANAGER 50 SOURCE INCREASE SW LICENSE	[Redacted]

D02VULL	IBM SECURITY QRADAR RISK MANAGER 100 SOURCE INCREASE SW LICENSE	[Redacted]
D0WVXLL	IBM SECURITY QRADAR RISK MANAGER 250 SOURCE INCREASE SW LICENSE	[Redacted]
D0WW0LL	IBM SECURITY QRADAR RISK MANAGER 500 SOURCE INCREASE SW LICENSE	[Redacted]
D0WW3LL	IBM SECURITY QRADAR RISK MANAGER 1000 SOURCE INCREASE SW LICENSE	[Redacted]
D0WW6LL	IBM SECURITY QRADAR RISK MANAGER 2500 SOURCE INCREASE SW LICENSE	[Redacted]
D0WW9LL	IBM SECURITY QRADAR RISK MANAGER 5000 SOURCE INCREASE SW LICENSE	[Redacted]
D10V7LL	IBM SECURITY QRADAR VULNERABILITY MANAGER ADD-ON SW LICENSE + S&S 12 MONTHS	[Redacted]
D10V1LL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE SW LICENSE + S&S 12 MONTHS	[Redacted]
D10VJLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 256	[Redacted]
D10VQLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 1024	[Redacted]
D10VTLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 2048	[Redacted]
D10VWLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 4096	[Redacted]
D10VZLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 8192	[Redacted]
D10W2LL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 16384	[Redacted]
D10W5LL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 32768	[Redacted]
D0WXILL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR	[Redacted]
D0WXPLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR FLOW PROCESSOR FIXED TERM LICENSE 12 MONTHS	[Redacted]
D0WXVLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR COMBINE EP/FP FIXED TERM LICENSE 12 MONTHS	[Redacted]
D0WXCLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR ALL-IN-ONE OR CONSOLE FIXED TERM LICENSE 12 MONTHS	[Redacted]
D0ZPFLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE UPGRADE TO SIEM ALL-IN-ONE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0ZPILL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE UPGRADE TO SIEM ALL-IN-ONE EPS UPGRADE 1K TO 2.5K SW LICENSE + S&S 12 MONTHS	[Redacted]
D0ZPLLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE UPGRADE TO SIEM ALL-IN-ONE EPS INCREASE 2.5K SW LICENSE + S&S 12 MONTHS	[Redacted]
D0Y57LL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE UPGRADE TO SIEM CONSOLE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0755LL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE UPGRADE TO SIEM EVENT PROCESSOR SW LICENSE + S&S 12 MONTHS	[Redacted]

D0ZPNLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE TO SIEM CONSOLE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0ZPHLL	IBM SECURITY SIEM CONVERT ALL-IN-ONE TO SIEM CONSOLIE SW LICENSE + S&S 12 MONTHS	[Redacted]
D07Z8LL	IBM SECURITY LOG MANAGEMENT TRANSFER EPS 2.5K FROM ALL-IN-ONE TO SIEM CONSOLIE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0YYQLL	IBM SECURITY SIEM TRANSFER EPS 2.5K FROM ALL-IN-ONE TO SIEM CONSOLIE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0YYWLL	IBM SECURITY TRANSFER FLOWS 100K FROM ALL-IN-ONE TO SIEM CONSOLIE SW LICENSE + S&S 12 MONTHS	[Redacted]

Part Number	Subscription & Support Renewal Description	[Redacted]
E0GZZLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0GZYLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0GZWLL	IBM SECURITY LOG MANAGEMENT CONSOLE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0H02LL	IBM SECURITY LOG MANAGEMENT CONSOLE SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0GZXLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR SW S&S RENEWAL 12 MONTHS	[Redacted]
E0H00LL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G20LL	IBM SECURITY SIEM ALL-IN-ONE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G21LL	IBM SECURITY SIEM ALL-IN-ONE SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G22LL	IBM SECURITY SIEM CONSOLE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G23LL	IBM SECURITY SIEM CONSOLE SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G24LL	IBM SECURITY SIEM EVENT PROCESSOR SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G25LL	IBM SECURITY SIEM EVENT PROCESSOR SW S&S FAILOVER FEATURE RENEWAL 12 MONTHS	[Redacted]
E0G26LL	IBM SECURITY SIEM FLOW PROCESSOR SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G27LL	IBM SECURITY SIEM FLOW PROCESSOR SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G28LL	IBM SECURITY SIEM COMBINED EVENT/FLOW PROCESSOR SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G29LL	IBM SECURITY SIEM COMBINED EVENT/FLOW PROCESSOR SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0HN4LL	IBM SECURITY SIEM EVENT COLLECTOR SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2ALL	IBM SECURITY SIEM QFLOW COLLECTOR SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2BLL	IBM SECURITY SIEM QFLOW COLLECTOR SW FAILOVER FEATURE S&S RENEWAL 12 MONTH	[Redacted]

E0JGPLL	IBM SECURITY SIEM DATAT NODE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0JGQLL	IBM SECURITY SIEM DATA NODE SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G31LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 1000 TO 2500 SW S&S RENEWAL 12 MONTHS	[Redacted]
30G32LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 1000 TO 2500 FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2VLL	IBM SECURITY SIEM EPS INCREASE 1000 TO 2500 S&S RENEWAL 12 MONTHS	[Redacted]
E0G2WLL	IBM SECURITY SIEM EPS INCREASE 1000 TO 2500 FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2XLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 2500 SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2YLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 2500 FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0F4QLL	IBM SECURITY SIEM EPS INCREASE 2500 SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2ULL	IBM SECURITY SIEM EPS INCREASE 2500 FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G34LL	IBM SECURITY FLOW INCREASE 25K TO 50K SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G35LL	IBM SECURITY FLOW INCREASE 25K TO 50K FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
D0G36LL	IBM SECURITY FLOW INCREASE 50K TO 100K SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G37LL	IBM SECURITY FLOW INCREASE 50K TO 100K FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0F4RLL	IBM SECURITY FLOW INCREASE 100K SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G33LL	IBM SECURITY FLOW INCREASE 100K FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G3HLL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 50 S&S RENEWAL 12 MONTHS	[Redacted]
E0G3ILL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 500 S&S RENEWAL 12 MONTHS	[Redacted]
E0G3JLL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 1000 S&S RENEWAL 12 MONTHS	[Redacted]
E0G3KLL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 5000 S&S RENEWAL 12 MONTHS	[Redacted]
E0G3LLL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 10000 S&S RENEWAL 12 MONTHS	[Redacted]
E0I53LL	IBM SECURITY QRADAR RISK MANAGER APPLIANCE VM S&S RENEWAL 12 MONTHS	[Redacted]
E0152LL	IBM SECURITY QRADAR RISK MANAGER APPLIANCE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G3RLL	IBM SECURITY QRADAR RISK MANAGER 50 SOURCE INCREASE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G3SLL	IBM SECURITY QRADAR RISK MANAGER 100 SOURCE INCREASE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G3TLL	IBM SECURITY QRADAR RISK MANAGER 250 SOURCE INCREASE SW RENEWAL 12 MONTHS	[Redacted]

E0G3ULL	IBM SECURITY QRADAR RISK MANAGER 500 SOURCE INCREASE SW RENEWAL 12 MONTHS	[Redacted]
E0G3VLL	IBM SECURITY QRADAR RISK MANAGER 10000 SOURCE INCREASE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G3WLL	IBM SECURITY QRADAR RISK MANAGER 2500 SOURCE INCREASE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G3XLL	IBM SECURITY QRADAR RISK MANAGER5000 SOURCE INCREASE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0158LL	IBM SECURITY QRADAR VULNERABILITY MANAGER ADD-ON SW S&S RENEWAL 12 MONTHS	[Redacted]
E0156LL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE SW S&S RENEWAL 12 MONTHS	[Redacted]
E015CLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 256 S&S RENEWAL 12 MONTHS	[Redacted]
E015ELL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 1024 S&S RENEWAL 12 MONTHS	[Redacted]
E015FLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 2048 S&S RENEWAL 12 MONTHS	[Redacted]
E015GLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 4096 S&S RENEWAL 12 MONTHS	[Redacted]
E015HLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 8192 S&S RENEWAL 12 MONTHS	[Redacted]
E015ILL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 16384 S&S RENEWAL 12 MONTHS	[Redacted]
E015JLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 32768 S&S RENEWAL 12 MONTHS	[Redacted]
E0G4FLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR EP SUBSEQUENT FIXED TERM LICENSE 12 MONTHS	[Redacted]
E0G4ILL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR FLOW PROCESSOR SUBSEQUENT FIXED TERM LICENSE 12 MONTHS	[Redacted]
E0G4LLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR COMBINE EP/FP SUBSEQUENT FIXED TERM LICENSE 12 MONTHS	[Redacted]
E0G4CLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR ALL-IN-ONE OF CONSOLE SUBSEQUENT FIXED TERM LICENSE 12 MONTHS	[Redacted]

Part number	Subscription & Support Reinstatement Description	[Redacted]
D0YMRLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0YMPLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0YMKLL	IBM SECURITY LOG MANAGEMENT SW S&S REINSTATEMENT 12 MONTHS	[Redacted]

D0YMXLL	IBM SECURITY LOG MANAGEMENT CONSOLE SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0YMMLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0YMTLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WRCLL	IBM SECURITY SIEM ALL-IN-ONE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WRFLL	IBM SECURITY SIEM ALL-IN-ONE SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WRILL	IBM SECURITY SIEM CONSOLE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WRLLL	IBM SECURITY SIEM CONSOLE SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WRPLL	IBM SECURITY SIEM EVENT PROCESSOR SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D02RSLL	IBM SECURITY SIEM EVENT PROCESSOR SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WRVLL	IBM SECURITY SIEM FLOW PROCESSOR SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
S0WRYLL	IBM SECURITY SIEM FLOW PROCESSOR SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WS1LL	IBM SECURITY SIEM COMBINED EVENT/FLOW PROCESSOR SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WS4LL	IBM SECURITY SIEM COMBINED EVENT/FLOW PROCESSOR SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0ZPTLL	IBM SECURITY SIEM EVENT COLLECTOR SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WS7LL	IBM SECURITY SIEM QFLOW COLLECTOR SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSALL	IBM SECURITY SIEM QFLOW COLLECTOR SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D14QCLL	IBM SECURITY SIEM DATA NODE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D14QFLL	IBM SECURITY SIEM DATA NODE SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WU7LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 1000 TO 2500 SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WU9LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 1000 TO 2500 FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WTVLL	IBM SECURITY SIEM EPS INCREASE 1000 TO 2500 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0TXLL	IBM SECURITY SIEM EPS INCREASE 1000 TO 2500 FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WTZLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 2500 SW S&S REINSTATEMENT 12 MONTHS	[Redacted]

D0WU1LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 2500 FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0V5KLL	IBM SECURITY SIEM EPS INCREASE 2500 SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WTTLL	IBM SECURITY SIEM EPS INCREASE 2500 FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUYLL	IBM SECURITY FLOW INCREASE 25K TO 50K SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WVOLL	IBM SECURITY FLOW INCREASE 25K TO 50K FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUHLL	IBM SECURITY FLOW INCREASE 50K TO 100K SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUJLL	IBM SECURITY FLOW INCREASE 50K TO 100K FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0V5MLL	IBM SECURITY FLOW INCREASE 100K SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUBLL	IBM SECURITY FLOW INCREASE 100K FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WV4LL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 50 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WV6LL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 500 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WV8LL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 1000 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WVALL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 5000 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WVCLL	IBM SECURITY LOG MANAGEMENT LOG SOURCE INCREASE 100000 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10UTLL	IBM SECURITY QRADAR RISK MANAGER APPLIANCE VM S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10UQLL	IBM SECURITY QRADAR RISK MANAGER APPLIANCE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WVSLL	IBM SECURITY QRADAR RISK MANAGER 50 SOURCE INCREASE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WVVLL	IBM SECURITY QRADAR RISK MANAGER 100 SOURCE INCREASE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WVYLL	IBM SECURITY QRADAR RISK MANAGER 250 SOURCE INCREASE SW REINSTATEMENT 12 MONTHS	[Redacted]
DOWW1LL	IBM SECURITY QRADAR RISK MANAGER 500 SOURCE INCREASE SW REINSTATEMENT 12 MONTHS	[Redacted]
D0WW4LL	IBM SECURITY QRADAR RISK MANAGER 1000 SOURCE INCREASE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WW7LL	IBM SECURITY QRADAR RISK MANAGER 2500 SOURCE INCREASE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WWALL	IBM SECURITY QRADAR RISK MANAGER 5000 SOURCE INCREASE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10VBLL	IBM SECURITY QRADAR VULNERABILITY MANAGER ADD-ON SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10V2LL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]

D10VKLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 256 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10VRLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 1024 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10VULL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 2048 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10VXLL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 4096 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10W0LL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 8192 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10W3LL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 16384 S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10W6LL	IBM SECURITY QRADAR VULNERABILITY MANAGER SCANNING ASSETS INCREASE BY 32768 S&S REINSTATEMENT 12 MONTHS	[Redacted]

Program (Virtual Appliance) Parts Tables

Part Number	License Description (Including 12 Months S&S)	[Redacted]
D0WT1LL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WT4LL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WT7LL	IBM SECURITY LOG MANAGEMENT CONSOLE VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WTALL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WTDLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WTGLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WSCLL	IBM SECURITY SIEM ALL-IN-ONE VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WSFLL	IBM SECURITY SIEM ALL-IN-ONE VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WSILL	IBM SECURITY SIEM CONSOLE VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WLLL	IBM SECURITY SIEM CONSOLE VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]

D0WSPLL	IBM SECURITY SIEM EVENT PROCESSOR VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WSSLL	IBM SECURITY SIEM EVENT PROCESSOR VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WSVLL	IBM SECURITY SIEM FLOW PROCESSOR VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WSYLL	IBM SECURITY SIEM FLOW PROCESSOR VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WTJLL	IBM SECURITY SIEM EVENT COLLECTOR VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D14S7LL	IBM SECURITY SIEM DATA NODE VIRTUAL SW LICENSE + S&S 12 MONTHS	[Redacted]
D14SYLL	IBM SECURITY SIEM DATA NODE VIRTUAL SW FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WUTLL	IBM SECURITY FLOW INCREASE 15K TO 25K VM SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WUVLL	IBM SECURITY FLOW INCREASE 15K TO 25K VM FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WXKLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR VIRTUAL EP FIXED TERM LICENSE 12 MONTHS	[Redacted]
D0WXRLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR VIRTUAL FP FIXED TERM LICENSE 12 MONTHS	[Redacted]
D0WXELL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR VIRTUAL ALL-IN-ONE OR CONSOLE FIXED TERM LICENSE 12 MONTHS	[Redacted]
D0WUPLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 100 SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WURLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 100 FAILOVER FEATURE LICENSE + S&S 12 MONTHS	[Redacted]
D0WUKLL	IBM SECURITY SIEM EPS INCREASE 100 SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WUMLL	IBM SECURITY SIEM EPS INCREASE 100 FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WU2LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 500 TO 1000 SW LICENSE + S&S 12 MONTHS	[Redacted]
D0WU4LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 500 TO 1000 FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D10UVLL	IBM SECURITY SIEM EPS INCREASE 500 TO 1000 SW LICENSE + S&S 12 MONTHS	[Redacted]
D14TNLL	IBM SECURITY SIEM EPS INCREASE 500 TO 1000 FAILOVER FEATURE SW LICENSE + S&S 12 MONTHS	[Redacted]
D10VGLL	IBM SECURITY QRADAR VULNERABILITY MANAGER ADD-ON VM SW LICENSE + S&S 12 MONTHS	[Redacted]
D10V4LL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE VM SW LICENSE + S&S 12 MONTHS	[Redacted]

Part Number	Subscription & Support Renewal Description	[Redacted]
E0G2KLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2LLL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2MLL	IBM SECURITY LOG MANAGEMENT CONSOLE VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]

E0G2NLL	IBM SECURITY LOG MANAGEMENT CONSOLIE VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2PLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2QLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2CLL	IBM SECURITY SIEM ALL-IN-ONE VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2DLL	IBM SECURITY SIEM ALL-IN-ONE VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2ELL	IBM SECURITY SIEM CONSOLE VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2FLL	IBM SECURITY SIEM CONSOLE VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2GLL	IBM SECURITY SIEM EVENT PROCESSOR VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2HLL	IBM SECURITY SIEM EVENT PROCESSOR VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2ILL	IBM SECURITY SIEM FLOW PROCESSOR VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2JLL	IBM SECURITY SIEM VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G2RLL	IBM SECURITY SIEM EVENT COLLECTOR VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0JHMLL	IBM SECURITY SIEM DATA NODE VIRTUAL SW S&S RENEWAL 12 MONTHS	[Redacted]
E0JHXLL	IBM SECURITY SIEM DATA NODE VIRTUAL SW FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G3CLL	IBM SECURITY FLOW INCREASE 15K TO 25K VM SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G3DLL	IBM SECURITY FLOW INCREASE 15K TO 25K VM FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G4GLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR VIRTUAL EP SUBSEQUENT FIXED TERM LICENSE 12 MONTHS	[Redacted]
E0G4JLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR VIRTUAL FP SUBSEQUENT FIXED TERM LICENSE 12 MONTHS	[Redacted]
E0G4DLL	IBM SECURITY X-FORCE IP REPUTATION FEED FOR VIRTUAL ALL-IN-ONE OR CONSOLE SUBSEQUENT FIXED TERM LICENSE 12 MONTHS	[Redacted]
E0G3ALL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 100 SW S&S RENEWAL 12 MONTH	[Redacted]
E0G3BLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 100 FAILOVER FEATURE S&S RENEWAL 12 MONTHS	[Redacted]
E0G38LL	IBM SECURITY SIEM EPS INCREASE 100 SW S&S 12 RENEWAL MONTHS	[Redacted]
E0G39LL	IBM SECURITY SIEM EPS INCREASE 100 FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0G2ZLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 500 TO 1000 SW S&S RENEWAL 12 MONTHS	[Redacted]

E0G30LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 500 TO 1000 FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E0154LL	IBM SECURITY SIEM EPS INCREASE 500 TO 1000 SW S&S RENEWAL 12 MONTHS	[Redacted]
E0186LL	IBM SECURITY SIEM EPS INCREASE 500 TO 1000 FAILOVER FEATURE SW S&S RENEWAL 12 MONTHS	[Redacted]
E015BLL	IBM SECURITY QRADAR VULNERABILITY MANAGER ADD-ON VM SW S&S RENEWAL 12 MONTHS	[Redacted]
E0157LL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE VM SW S&S RENEWAL 12 MONTHS	[Redacted]

Part Number	Subscription & Support Reinstatement Description	[Redacted]
D0WT2LL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WT5LL	IBM SECURITY LOG MANAGEMENT ALL-IN-ONE VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WT8LL	IBM SECURITY LOG MANAGEMENT CONSOLE VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WTBLL	IBM SECURITY LOG MANAGEMENT CONSOLE VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WTELL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
DOWTHPLL	IBM SECURITY LOG MANAGEMENT EVENT PROCESSOR VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSDLL	IBM SECURITY SIEM ALL-IN-ONE VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WDGLL	IBM SECURITY SIEM ALL-IN-ONE VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSJLL	IBM SECURITY SIEM CONSOLE VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSMLL	IBM SECURITY SIEM CONSOLE VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSQLL	IBM SECURITY SIEM EVENT PROCESSOR VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSTLL	IBM SECURITY SIEM EVENT PROCESSOR VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSWLL	IBM SECURITY SIEM FLOW PROCESSOR VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WSZLL	IBM SECURITY SIEM FLOW PROCESSOR VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WTKLL	IBM SECURITY SIEM EVENT COLLECTOR VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D14S8LL	IBM SECURITY SIEM DATA NODE VIRTUAL SW S&S REINSTATEMENT 12 MONTHS	[Redacted]

D14SZLL	IBM SECURITY SIEM DATA MODE VIRTUAL SW FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUULL	IBM SECURITY FLOW INCREASE 15K TO 25K VM SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUWLL	IBM SECURITY FLOW INCREASE 15K TO 25K VM FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUQLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 100 SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUSLL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 100 FAILOVER FEATURE S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WULLL	IBM SECURITY SIEM EPS INCREASE 100 SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WUNLL	IBM SECURITY SIEM EPS INCREASE 100 FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WU3LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 500 TO 1000 SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D0WU5LL	IBM SECURITY LOG MANAGEMENT EPS INCREASE 500 TO 1000 FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10UWLL	IBM SECURITY SIEM EPS INCREASE 500 TO 1000 SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D1141LL	IBM SECURITY SIEM EPS INCREASE 500 TO 1000 FAILOVER FEATURE SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10VHLL	IBM SECURITY QRADAR VULNERABILITY MANAGER ADD-PN VM SW S&S REINSTATEMENT 12 MONTHS	[Redacted]
D10V5LL	IBM SECURITY QRADAR VULNERABILITY MANAGER STANDALONE VM SW S&S REINSTATEMENT 12 MONTHS	[Redacted]

An initial 12-month term of Subscription and Support is included for each Program you distribute under this Transaction Document. The effective date for Subscription and Support will commence on the date of the IBM invoice for such Program. You may renew Subscription and Support for an additional consecutive 12-month term at the applicable Subscription and Support Renewal price specified above. For Programs on which you have not continually renewed Subscription and Support, you may acquire a 12-month term of Subscription and Support at the applicable Subscription and Support Reinstatement price specified above. You may acquire Subscription and Support Renewal or Subscription and Support Reinstatement only in support of Programs that you distributed to Customers as part of the Solution. You are responsible for documenting and tracking the effective date and renewal date for each Subscription and Support term for your Customers.

Purchase Commitment: ASL Prices are based upon a committed SRP contract value of [Redacted]. This is the minimum amount you are committed to purchase during the two-year term of this Transaction Document.

Hosted Solutions: You may also make the Solution available to Customers via a Hosted Solution arrangement. A Hosted Solution means providing access to the Solution from remote data centers to multiple Customers via the internet or a private network. Hosting terms for Appliances are set forth in the Appliance Attachment. For Programs, IBM grants you a nonexclusive, nontransferable, right to authorize Customers to access and use eligible Programs solely as part of the Solution, only in connection with your provision of the Hosted Solution to such Customer. You may not use the Programs you license for providing a Hosted Solution for any other purpose, including internal use. The licenses may not be resold, assigned or transferred to any other entity, except as provided under 7.8 of the Base Agreement or as otherwise authorized by IBM. You may permit Customers to access Programs as part of your Hosted Solution in the countries set forth in 2.8 of the Base Agreement where IBM has exclusive dealing arrangements, provided that the Programs are not distributed into or installed in those countries.

All copies of the Programs used to provide the Hosted Solution must always reside on your servers, or servers you manage. You must implement adequate controls on physical access, communications, and software access to prevent Customers from reading, displaying, copying or transmitting the actual code or documentation of the Programs.

2. Value-Add Components which must be included in Solutions:

Description of your Solution:	Network Security
Description of your Value-Add Components:	Adaptive Threat Management
	Total Network Monitoring
	Centralized Network Management
	Remote/Mobile Access
	Perimeter Network Security
	Management and Visibility

3. Term: The term of this Transaction Document will be two (2) years from the date the last party executes. Renewal Transaction Documents may be available for additional one (1) year terms, as mutually agreed to by the parties in writing.

4. Purchase and Reporting Requirements:

You may purchase Appliances and Support Options and Programs and Subscription and Support via an initial payment (described below in Section 4A), and via the reports and applicable payments as specified in Section 4B.

A. Initial Payment:

An initial payment is due at TD signing. The payment is specified in the table below, and is payment for the Appliances and Programs shown. For each Appliance acquired as part of the initial payment, a Supplement must be completed contemporaneously with this TD. The effective date for the initial 12-month term of Subscription and Support for Program acquired via an initial payment will be the date of the IBM invoice for the initial payment. Your signature on this TD will act as a purchase order to IBM for the initial payment. IBM will invoice you accordingly. You agree to pay as specified in the invoice.

Part Number	Product Description		ASL Price	Initial Payment
D14R6LL	IBM SECURITY QRADAR CORE APPLIANCE XX05 G2 APPLIANCE INSTALL APPLIANCE + SUBSCRIPTION AND SUPPORT 12 MONTHS	1	[Redacted]	[Redacted]
D0V5HLL	IBM SECURITY QRADAR SIEM ALL-IN-ONE 31XX INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	1	[Redacted]	[Redacted]
D0WXALL	IBM SECURITY X-FORCE IP REPUTATION INTELLIGENCE FEED FOR 31XX INSTALL INITIAL FIXED TERM LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS	1	[Redacted]	[Redacted]
			TOTAL:	[Redacted]

Purchases included in your initial payment are considered deployed upon invoice. Any additional purchase not included in your initial payment must be ordered and paid for as specified in paragraph (B) below.

Appliance Orders: You must submit purchase orders to IBM for each Appliance, Appliance Maintenance and Subscription and Support Service, and Service Options that you elect to obtain under this TD. Along with each purchase order for an Appliance, you must submit a completed Supplement with the required information. Each order you submit for an Appliance is not considered accepted by IBM until a Supplement is completed and accepted by both parties for that Appliance order. Once a completed Supplement has been signed by you and accepted by IBM, IBM shall invoice you for the Appliance(s), Appliance Maintenance and Subscription and Support Services, and any Service Options specified in the Supplement. IBM will inform you in writing (e.g., by e-mail) when IBM has accepted your purchase order and associated Supplement. You agree to pay as specified in the invoice.

Program Orders:

(i)

You shall maintain complete and accurate records indicating by Month, (i) all Program copies made during such month by your; and (ii) all Subscription and Support Renewals and Subscription and Support Reinstatements deployed for Programs during such month.

(ii)

By the third business day before the end of each month, you agree to submit a report to IBM for purchases of Program licenses and Subscription and Support made during the month up to the time of the report and during the previous month, after that month’s report was submitted. Subscription and Support Renewal orders must be received by IBM in the report due the month prior to the Subscription and Support expiration date(s) for a Program, otherwise the purchase of Subscription and Support Reinstatement(s) will be required in order to keep the associated Program(s) current on Subscription and Support. IBM shall invoice you the applicable charges based on your report. Payment is due as specified in the invoice. You are required to submit a report to IBM each month, regardless of whether you owe fees to IBM in that particular month. At your option, you may submit purchase orders along with the required monthly reports.

Submit all reports and if applicable, purchase orders to:

Fax: [Redacted]

Electronically: [Redacted]

IBM may update the above information upon notice.

Remit all payments to the corresponding address that is noted on your IBM in voice

All payments are nonrefundable. Except as specifically obliged to do within the scope of its produce warranty obligation, IBM will not accept returns or exchanges. Further, IBM will not issue credit for returns that you accept from your Customers.

If the Appliance will be installed at a Customer site (as indicated in a Supplement), then you agree to submit the required Customer information requested by IBM. Request the IBM Customer Number (ICN), if any, from the Customer so that you may include it on the Supplement.

In the event that any of your Customers is located in a country where applicable local data protection (or equivalent) law controls the communication of information relating to living individuals, which in certain countries also includes information about corporations, partnerships and other forms of legal entity, then you warrant that.

(1)

You will obtain the prior written consent of every Customer located in such a country for you, International Business Machines Corporation and its Affiliates, to store and use that Customer’s business contact information (including names, phone numbers, and e-mail addresses) anywhere they do business. Such information will be processed and used in connection with our business relationship and may be provided to contractors, Business Partners, and assignees of International Business Machines Corporation and its Affiliates for uses consistent with their collective business activities, including communication with them (for example, for processing orders, for promotions, and for market research); and

(2)

You will comply with all applicable local data protection registration requirements in relation to such information, including (without limitation): (i) the obtaining of such information from your Customers, (ii) the recording, storage and processing by you of such information, and (iii) the transmission by you to IBM hereunder of such information.

If required, Media Packs will be shipped. The part numbers and descriptions of the Media Packs for the Program and Program Components that will be shipped are:

Media Pack PN	Media Pack Description
	Not Applicable

5. Support

You must provide all support for the Value-Add Component(s).

IBM provides support for Appliances as set forth in the Exhibit, which sets forth the support responsibilities for the Appliance (Machine Components, Machine Code Components and Program Components).

For all Programs you distribute, you or your distributors will provide Level 1 and Level 2 Support to Customers.

For Program licenses covered under Subscription and Support, IBM will provide the support to you as described in this section, which includes assistance for Level 2 Support, if it has been identified during Level 1 Support that the problem is with the Program. You agree to be in interface to Customers for this support.

For Program licenses not covered under Subscription and Support, refer to subsection H below.

Level 1 Support means taking the first support call from a Customer and fulfilling the following steps:

(i)

Qualify incoming calls: Determine if the request is for a new or existing case. Assign a priority to a new case (priority one through priority four). For existing cases, obtain case information.

(ii)

Characterize the problem and environment: Gather information about the case and determine if the Program causes the problem. Completely define and describe the problem. Identify ways to understand the problem’s behavior. Document the characterization information. Analyze problem symptom(s), attempt to find root cause when appropriate and describe the result of such attempts. Determine if the problem is a known Program problem by accessing IBM online support resources.

(iii)

If it is determined to be a Program problem, contact IBM technical support. For new cases, open a case and select a priority. For existing cases, state the case number. Provide the case information you have gathered to the support engineer.

Level 2 Support means the service provided to analyze or repeat the error, or to determine that the error is not repeatable. This service also includes in-depth analysis.

The following applies for each Program Component included in the Appliance when Appliance Subscription and Support Services is in effect and for each Program when Subscription and Support is in effect for that Program:

IBM will make available to you Program defect corrections, restrictions, and bypasses, if any, that it develops;

ii.

IBM will make available to you and authorize you to upgrade to the most current commercially available version, release, or update, should any be made available;

iii.

IBM will provide you with assistance for: a) routine, short duration installation and usage (how-to) questions; and b) code-related questions (together “Support”). Support for a particular version or release of a Program is available only until IBM withdraws Support for the Program’s version or release. When Support is withdrawn, you must upgrade to a supported version or release of the Program in order to continue to receive Support. The IBM “Software Support Lifecycle” policy is available at http://www.ibm.com/software/info/supportlifecycle/.

iv.

IBM provides Support via electronic access and, if available, telephone, only to your technical support personnel during the normal business hours (published prime shift hours) of your IBM support center. (This assistance is not available to your Customers.) IBM provides Severity 1 assistance 24 hours a day, every day of the year; and

IBM may request that you allow it to remotely access your system to assist you in isolating the Program’s problem cause. You remain responsible for adequately protecting your system and all data contained in it whenever IBM remotely accesses it with your permission.

Subscription & Support does not include assistance for:

the design and development of applications;

ii.

the use of Programs in other than their specified operating environment;

iii.

failures caused by products for which IBM is not responsible under this Agreement; or

iv.

the Solution.

If IBM withdraws Subscription & Support for a particular Program, you understand that:

IBM will to make Subscription & Support Renewal or Subscription &Support Reinstatement available for that Program; and

ii.

If you renewed IBM Subscription & Support for that IBM Program license prior to the notice of withdrawal, IBM may either continue to provide Subscription & Support to you for that Program license until the end of the then current term, or you may obtain a prorated refund.

While Subscription & Support is in effect for a Program license, you agree to provide to your Customers updates to the Programs as such updates are made available to you by IBM.

For Program licenses not covered under Subscription and Support, IBM will only provide you access to IBM databases containing information on known Program defects, defect corrections, restrictions, and bypasses for the unmodified portion of Programs. IBM will maintain this information for a minimum of one after you acquire the Program. You agree to be the interface to Customers for this service.

Consult the IBM Appliance Support Handbook (“Appliance Support Handbook”) for further details at: http://www.ibm.com/software/appliance/support

6. Territory

Subject to the restrictions stated in the Base Agreement, the Territory in which you may sell or market your Solution(s) including Appliances is world-wide.

IBM’s obligation to provide installation and warranty services for Appliances acquired under this TD only applies in the country in which the IBM entity signing this Transaction Document is located. Such services are available in certain other countries from IBM Affiliates or resellers, subject to separate written agreements. IBM does not warrant that such agreements are available in all countries.

7. Miscellaneous Terms/Conditions:

You certify that you are a PartnerWorld member in good standing, and agree to maintain such status for the term of this Transaction Document.

Any information exchanged under this Agreement that is identified as confidential by either party will be governed by the confidentiality terms of the PartnerWorld Agreement.

IBM provides a License Information Document (“LI”) for each Program and Program Component suppled with an Appliance. You must ensure that your Customers are bound by the terms in the LI and all licensing files which accompany or are included in the Appliance. You agree to be bound by such terms when you use the Appliance as authorized under this Agreement. Notwithstanding the above, terms in the LI referencing the IBM International Program License Agreement (IPLA) or the IBM International License Agreement for Non-Warranted Programs (ALAN) do not apply, and terms in the LI referencing pricing metrics do not apply to the extent they conflict with this Agreement.

If an Appliance or Program contains any third-party code that is provided under a third-part license agreement, then the terms and conditions of the relevant third-party license agreement apply to such code. You agree to be bound by such third-party terms when you use the Appliance as authorized under this Agreement and to ensure that your Customers are bound by such terms.

You agree to pass on to your Customers all third-party “NOTICES” files and information included with any Appliance or Program.

Except in any copying and distribution of Programs or of programs included in Appliances, you may not use third-parties’ names or trademarks, including in connection with the marketing of the Value-Add Component or Solution, without the relevant third-parties’ prior written consent.

Each Appliance and Program supplied under this TD may only be used in conjunction with the Value-Add Components as part of the Solution.

You agree that the price presented to the Customer for the Solution will be a single fee for the IBM components (Appliances and Programs) and the Value-Add Components. You may not refer to a separate price for any Appliance or Program acquired under this Agreement.

Beginning upon TD execution and each quarter thereafter, you agree to submit forecast reports to IBM which shall include a good faith estimate of the quantities and types of Appliances you expect to order in the quarter following the report. For the avoidance of doubt, the reports are estimates only and are not binding commitments. The reports are used by IBM for planning purposes only. You will submit the reports to the address specified in paragraph B of section 4 above.

IBM reserves the right to change the part numbers and/or pricing metrics for the Programs and/or Subscription and Support listed in Section 1, upon written notice to you. Changes to either part numbers or pricing metrics will not cause a change in the effective prices for either Programs or Subscription and Support.

Each party agrees to comply with all applicable export and import laws and regulations, U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.

Programs may contain cryptography subject to the U.S. Export Administration Regulations (EAR). Transfer to, or use by, users of Programs or Solutions may be prohibited or subject to export or import laws, regulations, or policies, including those of the United States. Licensee assumes all responsibility for complying with all applicable laws, regulations and policies regarding the export, import, or use of Programs and Solutions.

For IBM Security QRadar Appliances, you may not transfer the Appliances, licensed software add-ons, software packs, or capacity increases for an Appliance between Appliance Deployments. An “Appliance Deployment” is when multiple Appliances and associated license upgrades (which include capacity increases, software packs, and software add-ons) are connected to and operating with a single Appliance console.

You are required to provide the bill of materials and Customer name to IBM prior to your deployment of the Appliance(s). This is for the purpose of QRadar license key generation.

If, IBM announces a general price increase for the Programs and/or Subscription and Support listed in Section 1, IBM reserves the right to pass the price increase(s) to you. The price increase(s) will be effective on the annual anniversaries of the effective date of the Transaction Document, are not retroactive, and will not exceed 5% per year. For the avoidance of doubt, this cap applies during the term of this TD and to Renewal TD term.

8.	Contract Coordinators:

	For IBM:	For you:
Name	Rosanne Kearney	Brian McDevitt
Company	IBM Corporation	VirtualArmor LLC
Address	11501 Burnet Road	10901 W. Toller Dr, Ste 301
	Internal Mail-drop: 901-2E-007
City, ST	Austin, TX 78758-3400	Littleton, CO 80127
Telephone:	720.396.6117	720.273.2449
Fax:	720.396.6117
Email:	rosannek@us.ibm.com	bmcdevitt@virtualarmor.com

IBM ASL Registration Form

Please provide all requested information in order to be registered or to update your information.

This Registration Form must be completed and submitted to the IBM account representative at the time of contract signing. Failure to do so may result in delay in registering Subscription and support authorization.

IBM Customer Number:

VAT number (if applicable):

For each contact information box below, please complete all details. By completing this form and providing us with information on behalf of other individuals in your organization, you certify that you have confirmed that they agree to your providing their data on the form.

IBM Representative

Name: Steven C. Jones
Address: 2652 Cassowary Drive
City: Sandy	State/Province: UT	ZIP Code/Postal Code: 84092
Country: USA
Telephone/Ext: 801-523-1873	Fax: 801-523-6289
E-mail Address: scjones@us.ibm.com
IBM Customer Number

Primary Contact (required): IBM will communicate with the Primary Contact (regarding changes to the Agreement or other contractual issues. If the Primary Contact is the only contact specified, IBM may consider the Primary Contact to be the sole contact for all purposes. (No Post Office Boxes, please)

Contact Name: Brian McDevitt
Street Address: 10901 W Toller Dr
City: Littleton	State/Province: CO	ZIP Code/Postal Code: 80127
Country:
Telephone/Ext: 720.273.2449	Fax:
E-mail Address: bmcdevitt@virtualarmor.com

Administration Contact (if different from Primary Contact above):

Note: You are eligible to receive one set of media for Programs covered by Subscription and Support when Programs are revised and become commercially available. The person you designate in this information box is responsible for requesting and authorizing account information changes, Web and tool access, etc. In addition, IBM will send the Administration Contact documents including Subscription and Support Renewal notices, software upgrade availability notifications, and where applicable, billing communications, etc. Program upgrade media will be shipped upon request to the contact at the address indicated below. Subscription and Support coverage must be active in order for the upgrade(s) to be shipped. Please note: A Post Office Box is not a valid ship-to address.

Contact Name:
Street Address:
City:	State/Province:	ZIP Code/Postal Code:
County:
Telephone/Ext:	Fax:
E-Mail Address:

Site Technical Contact (if different from Primary Contact above): The Site Technical Contact specified below is responsible for overall support compliance, maintaining the authorized caller list, and coordinating distribution of the technical support access information to the authorized callers of this site. This contact will also receive a letter with important Technical Support Information concerning access to IBM Software Support.

Contact Name:
Street Address:
City:	State/Province:	ZIP Code/Postal Code:
County:
Telephone/Ext:	Fax:
E-Mail Address:

IBM ASL Software Agreement

Supplement for Purchase of IBM QRadar Appliances to
ASL Appliance Purchase Commitment Transaction Document

Name and Address of Partner:	Virtual Armor LLC
Ship to Address:*	10901 W Toller Dr Littleton, CO 80127
*Installation Address (must be in the country in which the IBM entity signing this Agreement is located) If different than Ship To Address, include each Specified Location where an Appliance may be installed. Note if this is a Customer location.
Your Customer No.:
Invoice to:

*If Ship To Address or Installation Address changes prior to shipment of the Appliance, you are responsible for notifying IBM (if applicable)

Description	Part Number	Appliance Type	Qty of Appliances	**Customer Request Arrival Date (CRAD)	Maintenance Services Contract ____
<Insert Part Description>	<Insert PN>			<YYYY/MM/DD>
<Insert Service Upgrade Description>	<Insert PN>			<YYYY/MM/DD>
<Insert Maintenance Service Upgrade Description>	<Insert PN>			<YYYY/MM/DD>
<Insert Maintenance Service Option Description>	<Insert PN>			<YYYY/MM/DD>
<Insert Warranty Service Upgrade Description>
<Insert Warranty Option Upgrade Description>

**CRAD is an estimated date in which the Appliance(s) will be delivered to you and/or Customer. The official delivery date of Appliance(s) will be communicated at the actual ship date of the Appliance(s).

Customer Set-Up (Yes/No)	No
Type of Service (during warranty)	5
Warranty Period for Machine Component	1 Year
Service Level (during warranty)	1
Types of Maintenance Service (after warranty, if available)	[Specify purchases in above table, including part numbers and description from those available on TD]
Production Status Code	1
Warranty Service Upgrades	[Specify purchases in above table, including part numbers and description from those available on TD]
Maintenance Service Level (after warranty)	<insert # from Service Levels listed below>
Maintenance Service Level Upgrades	<insert # from Service Levels listed below>
Production Status Codes #:	Types of Service (during warranty), if available
1. The IBM Appliance is manufactured from new parts and used parts. 2. The IBM Appliance is not new. 3. Production status is not determined. Upon request, we will inform Customer, before the Estimated Ship Date, of the IBM Appliance’s production. 5. Title to the IBM Appliance has never been previously transferred. The IBM Appliance may have been previously installed in proof of concept customer trials. The IBM Appliance has been refurbished from new and used parts.	1. Customer Replaceable Unit (CRU) Service 5. CRU and On-site Service 6. CRU and Courier or Depot Service 7. CRU and Customer Carry-In or Mail-In Service 8. CRU and Machine Exchange Service
	Service Levels, if available
	1. Next Business Day (NBD), 9x5 2. Same Business Day (SBD),9x5 3. Same Day (SD), 24x7

This Supplement confirms your order to acquire the specified IBM Appliance(s) and any related warranty or maintenance Services at the prices listed in the Transaction Document provided by IBM. This order is subject to the terms of this Supplement, the Transaction Document, the Attachment for Appliance Services (“Attachment”) and the ASL/OEM Software Agreement.

Consult the Appliance Support Handbook (“Appliance Support Handbook”) for further details on Appliance Service both during and after warranty at http://ibm.com/software/appliance/support.

1. Machine Code and Non-IBM Programs

Certain IBM Appliances contain Licensed Machine Code (“LMC”) or Non-IBM Programs. LMC and Non-IBM Programs are licensed under, and your use is governed by, the terms of the license agreements provided with the LMC and Non-IBM Programs. You may obtain copies of those license agreements and any applicable product-specific environmental notices at http://www.ibm.com/servers/supportmachine_warranties/support_by_product.html or by contacting your IBM representative.

Authorization to use LMC and Non-IBM Programs is only for the numbers of processors, amounts of storage, or other quantities acquired by you that are also indicated in the associated IBM Appliance’s “Description” field in this Supplement.

You will ensure that anyone (including your Customers) you authorize to use the Appliances does so in accordance with these items.

2. Risk of Loss

For each IBM Appliance, IBM bears the risk of loss or damage up to the time it is delivered to the IBM-designated carrier for shipment to you or your designated location. Thereafter, you assume the risk. Each IBM Appliance will be covered by insurance, arranged and paid for by IBM for you, covering the period until it is delivered to you or your designated location. For any loss or damage, you must: (i) report the loss or damage in writing within 10 business days of delivery, and (ii) follow the applicable claim procedure.

IBM may file a copy of this Supplement or other documents to perfect its purchase money security interest.

3. Miscellaneous

The serial number(s) of each Appliance will be recorded by IBM at the time of delivery. The serial number(s) will be necessary for you to obtain maintenance.

Some Appliance configurations may be distributed across multiple sites or a single site. Appliance Configurations that require multiple Appliances and associated license upgrades connected to and operating with a single appliance console must be at the same maintenance level and be current on Maintenance and Subscription & Support in order to properly operate, be supported and compliant. Please check with your IBM sales or renewal contact before purchasing or making changes to your Appliance configuration.

Consult the Appliance Support Handbook for further details on Appliance Configuration definition at http://www.ibm.com/software/appliance/support.

This Supplement, the Transaction Document, the Attachment for Appliance Services and the ASL Software Agreement together are the complete agreement between the parties regarding transactions by which you obtain IBM Appliances and related warranty and maintenance Services from IBM and replace all prior oral or written communications, representations, undertakings, warranties, promises, covenants, and commitments between you and IBM regarding your acquisition of Appliances and related warranty and maintenance Services. In entering into this transaction, neither party is relying on any representation not specified in this Supplement, the Exhibit, the Transaction Document or the Agreement. Additional or different terms in nay written communication from you (such as a purchase order) are void.

You accept the terms of this Supplement by signing this Supplement by hand or, where recognized by law, electronically. Once signed i) any reproduction of this Supplement made by reliable means (for example, electronic image, photocopy or facsimile) is considered an original, and ii) all Products and Services ordered under this Supplement are subject to it.

You accept the terms of this Supplement by signing this Supplement by hand or, where recognized by law, electronically. Once signed, i) any reproduction of this Supplement made by reliable means (for example, electronic image, photocopy or facsimile) is considered an original, and ii) all Products and Services ordered under this Supplement are subject to it.

If there is a conflict among the terms of this Supplement, the Transaction Document, the Attachment, and the Base Agreement, then a Supplement prevails over the Transaction Document. The Transaction Document prevails over the Attachment and the Attachment prevails over the Base Agreement.

Virtual Armor, LLC

By: /s/ Todd Kannegieter______________ Title: COO____________________________

Name: Todd Kannegieter ______________ Date: 12/30/2014________________________

IBM ASL Software Agreement – Base Agreement: 4913004098

Attachment for Appliance

The terms of this Attachment for Appliances are in addition to those of the IBM ASL Software Agreement and govern the transaction when you obtain Appliances from IBM under a Transaction Document (“TD”). Certain Appliances have additional terms and restrictions which will be set forth in the applicable Appliance Transaction Document. This Attachment will remain in effect until the IBM ASL Software Agreement terminates or expires. In the event (but to the extent only) of any conflict, the terms and conditions of this Attachment will prevail over those of the IBM ASL Software Agreement. Except as modified herein, all other terms and conditions of the IBM ASL Software Agreement remain in full force and effect.

1. Definitions

Appliance – a product, designed for a particular function and not for general purpose computing tasks, composed of a Program Component and a Machine Component, and any Machine Code component that IBM may provide to you.

Customer-set-up Machine Component – an IBM Machine Component that you are responsible for installing according to instructions provided with it.

Date of Installation –

a) for a Customer-set-up Machine Component – the date on your purchase invoice or sales receipt for the Appliance is the Date of Installation, unless IBM informs you otherwise; or

b) for an IBM Machine Component that IBM is responsible for installing – the business day after the day IBM installs it or, if you defer installation, makes it available to you for subsequent installation by IBM.

Engineering Change – an update to modify certain aspects of the design of an installed Machine Component, including without limitation the design of a certain Machine Component part(s) or Machine Code Component.

IBM Machine Component – a Machine Component bearing an IBM logo.

Machine Code Component – microcode, basic input/output system code (called “BIOS”), utility programs, device drivers, diagnostics, and any other code (all subject to any exclusions in the license provided with it) delivered with an IBM Machine Component for the purpose of enabling the Machine Component’s function, as stated in its Specifications.

Machine Component – a hardware device, its features, conversions, elements, or accessories, or any combination of thereof. The term “Machine Component” includes an IBM Machine Component and any non-IBM Machine Component (including other equipment) that IBM may provide to you.

Program Component – an IBM Program or Non-IBM Program that is preinstalled on a Machine Component.

Service – performance of a task, assistance, support, or access to resources (such as an information database) that IBM makes available to you as further described in an Exhibit to this Attachment.

Solution – the definition as set forth in the Base Agreement is hereby expanded to include the Appliance and your Value-Add Components.

Specifications – information specific to a Machine Component. IBM Machine Component Specifications are in a document entitled “Official Published Specifications.”

Upgrade – a change to a Machine Component to modify, add, remove, enable, or disable a certain Machine Component resource or function. Each such change can be accomplished through a Machine Component conversion, or through the conversion, addition, removal, or exchange of a Machine Component’s feature(s), but only to the extent announced and supported by IBM for the Machine Component.

2. Program Components

IBM provides Appliances comprising both Program Components and Machine Components as a single product. You and your Customer shall not use either such component independently of the Appliance of which it is a part for any purpose.

You are licensed to use the Program Component(s) pursuant to the terms of this Agreement, but only on the Machine Component supplied by IBM or any replacement of a Machine Component provided to you by IBM. You may not transfer your license to use the Program Component(s).

3. Machine Components

3.1 Production Status

Each IBM Machine Component is manufactured from parts that may be new or used. In some cases, a Machine Component may not be new and may have been previously installed. Regardless, IBM’s applicable warranty terms described in Section 3.4 apply.

3.2 Title and Risk of Loss

When IBM accepts your order, IBM agrees to sell you the Machine Component described in a Transaction Document. IBM transfers title to you or, if applicable, your lessor when the Machine Component is shipped to you or your designed location. However, IBM reserves a purchase money security interest in the Machine Component until IBM receives the amounts due. For a feature, conversion, or upgrade involving the removal of parts that become IBM’s property. IBM reserves a security interest until IBM receives payment of all the amounts due and the removed parts. You authorize IBM to file appropriate documents to permit IBM to perfect its security interest.

For each Machine Component, IBM bears the risk of loss or damage up to the time it is delivered to the IBM-designated carrier for shipment to you or your designated location. Thereafter, you assume the risk. Each Machine Component will be covered by insurance, arranged and paid for by IBM for you, covering the period until it is delivered to you or your designated location. For any loss or damage, you must i) report the loss or damage in writing to IBM within 10 business days of delivery and ii) follow the applicable claim procedure.

3.3 Installation

a. Machine Component Installation

(1)

You agree to provide an environment meeting the requirements for the Machine Component as specified in its published documentation.

(2)

You are responsible for installing a Customer-set-up Machine Component and a non-IBM Machine Component according to instructions provided by IBM or the Machine Component’s manufacturer.

(3)

For a Machine Component that IBM is responsible for installing, IBM has standard installation procedures. IBM will successfully complete these procedures before it considers a Machine Component (other than a Machine Component for which you defer installation or a Customer-set-up Machine Component) installed. For an IBM Machine Component hat IBM is responsible to install, if the IBM Machine Component is not made available for IBM to install within six months from shipment, installation will be subject to an installation charge.

b. Upgrades and Engineering Changes

(1)

IBM sells Upgrades for installation on Machine Components, and, in certain instances, only for installation on a designated, serial-numbered Machine Component. Within 30 days of the shipment of an Upgrade, you agree to install the Upgrade or, if IBM is responsible for the installation, to allow IBM to install the Upgrade. Certain Upgrade orders may be terminated at IBM’s discretion if not made available for IBM to install within 30 days of shipment, in which case you must return the Upgrade at your expense. In all cases, if the Upgrade is not made available for IBM to install within six months from the date IBM ships the Upgrade, installation will be subject to an installation charge.

(2)

You agree to allow IBM to install mandatory Engineering Changes (such as those required for safety) on a Machine Component within 30 days of IBM’s notice to you unless otherwise agreed to by the parties.

Many upgrades and Engineering Changes require the removal of parts and the transfer of ownership and possession of the removed parts to IBM. You are responsible for the return of all removed parts to IBM upon installation of the Upgrade or Engineering Change. As applicable, you represent that you have permission from the owner, and any lien holders, to i) install Upgrades and Engineering Changes; and ii) transfer ownership and possession of removed parts to IBM. You further represent that all removed parts are genuine, unaltered, and in good working order. A part that replaces a removed part will assume the warranty or maintenance service status of the replaced part.

3.4 Warranty for IBM Machine Components of IBM Appliances

If a Machine is subject to federal or state consumer warranty laws, IBM’s statement of limited warranty included with the Machine applies in place of these Machine warranties.

Unless IBM specifies otherwise and in writing, the following warranties apply only in the country of acquisition. Further, IBM provides the following warranties only to you, and not to your Customers or any other third party.

IBM warrants that when supplied to you, each IBM Machine Component is free from defects in materials and workmanship and conforms to its Specifications.

The warranty period for an IBM Machine Component is a fixed period commencing on its Date of Installation (also called “Warranty Start Date”). During the warranty period, IBM provides repair and exchange service for the IBM Machine Component, without charge, under the type of service that IBM designates in a Supplement for the IBM Machine Component. If an IBM Machine Component does not function as warranted during the warranty period and IBM is unable to either i) make it do so; or ii) replace it with one that is at least functionally equivalent, you may return it to IBM for a refund.

For an IBM Machine Component that IBM is responsible to install, if you elect to install the IBM Machine Component yourself or have a third party install the IBM Machine Component, IBM may inspect the IBM Machine Component at your expense before providing any warranty service on the IBM Machine Component. If the IBM Machine Component is not in an acceptable condition for warranty service, as solely determined by IBM, you may request that IBM restore it to an acceptable condition for warranty service or you may withdraw your request for warranty service. IBM, at its sole discretion, will determine if restoration is possible. Restoration is provided as a billable service.

If the IBM Machine Component does not function as warranted during the warranty period, refer to the service documentation that shipped with the IBM Machine Component for support assistance and problem determination procedures.

If you are unable to resolve the problem with the service documentation, contact IBM to obtain warranty service. Contact information for IBM is provided in the “warranty Information” that ships with IBM Machine Component. If you do not register the IBM Machine Component with IBM, you may be required to present proof of purchase as evidence of your entitlement to warranty service.

Extent of Warranty

THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OR CONDITION OF NONINFRINGEMENT.

The warranties stated in this section will not apply to the extent that there has been misuse (including, but not limited to, use of any Machine Component capacity or capability, other than that authorized by IBM in writing), accident, modification, unsuitable physical or operating environment, operation in other than the Specified Operating Environment, improper maintenance by you or a third party (including your Customer), or failure or damage caused by a product for which IBM is not responsible. The warranty for IBM Machine Components is voided by removal or alteration of Machine Components or parts identification labels.

Items Not Covered by Warranty

IBM does not warranty uninterrupted or error-free operation of Machine Components or that IBM will correct all defects.

IBM will identify Machine Components that it does not warrant in a Supplement. Unless otherwise specified in a Supplement, IBM provides non-IBM Machine Components WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. However, non-IBM manufacturers, developers, suppliers, or publishers may provide their own warranties to you.

All warranties that IBM provides under this Agreement are solely for your benefit. You will not make any warranties about IBM or the Appliance on IBM’s behalf.

3.5 Machine Code Components

Each Machine Code Component is licensed under the terms and restrictions of the Machine Code license agreement (e.g., IBM License Agreement for Machine Code, IBM Agreement for Licensed Internal Code, or an equivalent) provided with that Machine Code Component. Your acceptance of the terms and conditions of this Agreement includes acceptance of IBM’s Machine Code license agreements, current versions of which are available at the following URL:

http://www.ibm.com/servers/support/machine_warranties/support_by_product.html, or by contacting an IBM representative. Machine Code license agreements may be amended by IBM from time to time. Such amended license terms will apply only to Machine Code Components that are supplied after such amended terms become effective.

Each Machine Code Component is licensed only for use to enable a Machine Component to function in accordance with its Specifications, and only for the capacity and capability for which you have acquired IBM’s written authorization. You agree to use the Machine Code Component only as specified in this Agreement and as may be further authorized or restricted in its applicable license agreement. Without limiting additional restrictions in the applicable license, you may not:

otherwise copy, display, transfer, adapt, modify, or distribute (electronically or otherwise) the Machine Code Component, except as IBM may authorize in the Machine Component’s user documentation;

reverse assemble, reverse compile, otherwise translate, or reverse engineer the Machine Code component, unless expressly permitted by applicable law without the possibility of contractual waiver;

sublicense or assign the license for the Machine Code Component; or

lease the Machine Code Component or any copy of it.

International Business Machines Corporation, one of its subsidiaries, or a third party owns the Machine Code Component including all copyrights in the Machine Code Component and all copies of the Machine Code component (this includes the original Machine Code Component, copies of the original Machine Code Component, and copies made from copies). Each Machine code component is copyrighted and licensed (not sold). Title will not be transferred when IBM supplies features, conversions, or upgrades that consist solely of one or more Machine Code Components.

The capacity of certain Machine Components may be limited by technological measures in the Machine Code Component. You agree to IBM’s implementation of such technological measures to limit Machine Component capacity.

4. Intellectual Property Protection

The intellectual property protection set forth in section 4.3 of the Base Agreement applies, except each occurrence of the word “Program(s)” shall be substituted with the word “Appliance(s).”

This Intellectual Property Protection section does not obligate in any manner any third-party supplier of code (including Non-IBM Programs or Separately Licensed Code) included with part of any Appliance. This Intellectual Property Protection section states IBM’s entire obligation and your exclusive remedy regarding any third party intellectual property claims regarding Appliances.

5. Your Indemnity to IBM

In addition to your indemnification obligations set forth in the Base Agreement, you agree to indemnify IBM from and against any and all third party claims arising out of or related to: (i) your or a Customer’s unauthorized use of any Appliance, including your failure to comply with the provisions of section 7. Use of your Solution by Customers; (ii) any violation of applicable law (including export law) by you or a Customer; (iii) actual or alleged infringement by you, or any person accessing or using the Appliance, of any intellectual property or privacy or other right of any third party; or (iv) your Value-Add Components.

6. Delivery

Delivery dates for Appliances with Machine Components are only estimate dates, unless otherwise specifically agreed in writing. Transportation charges, if applicable, will be specified in a Transaction Document.

7. Use of your Solution by Customers

You agree to acquire Appliances with the intent for them to be used only as part of a Solution either by i) a Solution sale for use by the Customer at a site designated by the Customer as set forth in 7.1 below; or ii) providing the Solution to a Customer as a Hosted Solution as set forth in 7.2 below. The responsibilities set forth in the Support Attachment apply to you whether your Solution is sold to a Customer pursuant to this section for on-premise deployment or provided as a Hosted Solution. You must inform the Customer that they must continue to contact you and not IBM for warranty and support services for the Appliance. You may continue to purchase support for the Appliance as specified in the applicable Transaction Document.

7.1 Solution Sales to Customers

You may choose to supply a Solution to a Customer by means of a sale. If you do so, you must include contractually enforceable provisions in your Solution supply contracts with your Customers sufficient:

(a)

to ensure that the Customer understands and agrees that:

although the Customer will thereby acquire title to the relevant Appliance’s Machine Component, and is free to resell it in due course, the Customer’s license to use the Appliance’s Program Components is a personal, non-assignable, and non-transferable one; and

(i)

(ii)

the Customer must ensure that any person acquiring the Appliance’s Machine Component from the Customer indicate its formal acceptance of the applicable license agreements governing use of the Machine Code Components as a condition of acquiring title to such Appliance Machine Component;

(b)

to require your Customer to include in its own resale contract provisions corresponding to those set forth in (a)(i) and (ii) above; and

(c)

to oblige your Customer’s purchaser to pass such provisions on to all future subsequent purchasers in a similar enforceable way.

You must cause your Customers to accept and comply with all of the terms and conditions applicable to Machine Components and to Machine Code Components included in the Appliance, including (without limitation) the terms and conditions set forth: (i) in section 3.5 above; and (ii) in the IBM Machine Code license agreements associated with the Machine Code Components referenced therein.

7.2 Hosted Solution

You may acquire Appliances as the plat form for hosting your Value-Add Components as part of a Solution for Customers as further described below. For purposes of this Attachment, a “Hosted Solution” means your providing access to the Solution from one or more remote data centers to Customers over the internet or a private network.

For certain Appliances (as specified in the applicable Transaction Document), Customer access is limited to your Value-Add Components. In such cases, you will not allow your Customers to access and use the Appliance (except indirectly with respect to a Customer’s use of the Value-Add Components as part of the Solution). Moreover, you agree that Program Components may not be resold, rented, leased, or transferred to third parties. Any attempt to do so in violation of these provisions.

For Appliances where Customer access is not limited to the Value-Add Components, IBM grants you a nonexclusive, nontransferable, right to authorize Customers to access and use the Appliance solely as part of the Solution in connection with your provision of a Hosted Solution to your Customers.

If you acquire an Appliance under this Agreement and use that Appliance to provide a Hosted Solution, you may not use that Appliance for any other purpose except as authorized under this Agreement. Any such Appliance used for this purpose may not be resold, assigned, or transferred to any other entity while you use it to provide access to such a Hosted solution. For all of your Hosted Solutions, you must implement adequate controls (including where appropriate by means of specific terms in your Customer contracts) on physical access, communications, and software access in order to prevent Customers from reading, displaying, copying or transmitting the actual code or documentation of Program Components. Unless otherwise specified in a TD, each Appliance that you acquire under this Agreement and use for a Hosted Solution may only be used by you on behalf of a single specific Customer for the duration of such Customer’s services contract with you relating to the Hosted Solution. After such use of an Appliance acquired under this Agreement on behalf of one Customer, you may use that Appliance on behalf of another Customer, subject also to the same limitation.

7.3 Your Agreement with Customers

For Appliance sales pursuant to 7.1 above, and for Hosted Solutions wherein Customers may access the Program Components pursuant to 7.2 above, the terms that you must include in your end user license agreement (EULA) for the Program Components shall be same terms that apply to your distribution of Programs (as set forth in the Base Agreement and Applicable TD) with the added provision that your Customer is not authorized to use any Program Component independently of the Appliance of which it is a part for any purpose, and agrees not to do so. The foregoing is subject to any third party code restrictions set forth in the applicable Appliance Transaction Document.

Your agreements with your Customers for any Solution that includes one or more Appliances must also: (i) limit liabilities to a reasonable amount; (ii) state expressly that third party providers of Appliances (including components thereof) and associated services (including warranty services, if applicable) disclaim any and all liability for consequential damages and implied warranties, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose; and (iii) include terms substantially similar to the compliance verification terms set forth in section 10 of this Attachment.

You will ensure that anyone you authorize to use or access any Appliance does so only in compliance with the terms and conditions of the Agreement, including (but not limited to) those set forth: (a) in section 3.3 of this Attachment; and (b) in any associated Appliance Services Attachment or Transaction Document.

If you or IBM should determine that any Customer is not in compliance with the terms and conditions of the Agreement, IBM may require you, to the extent legally feasible, to terminate such Customer’s use of the relevant Appliance(s). In such event, IBM shall work with you to determine subsequent use of the relevant Appliance(s).

8. Export Laws

After Delivery by IBM, you, and not IBM, will act as the exporter or importer of the machines, commodities, and technical data. You warrant that you are knowledgeable with, and are and will remain in full compliance with all applicable export laws, orders, policies, regulations or rules, including those of the United States, and any other applicable jurisdiction. You warrant that neither machines, commodities nor technical data provided by IBM under this Agreement, nor the direct product thereof, is intended to be shipped, directly or indirectly, to countries or entities prohibited by U.S. or other applicable law. You further warrant that you will undertake to determine any export license requirements, obtain any export license or other government export authorization, carry out any U.S. or other applicable customs formalities, or otherwise fulfill all relevant requirements for the export of machines, commodities, and technical data, and that any agent acting on your behalf, whether forwarding or otherwise, has proper authorization to obtain any required licenses or determine export authority and to facilitate U.S. export shipments for you.

You further agree to comply with U.S. prohibitions on delivery of machines, commodities, and technical data and providing services to certain Customers and for certain end uses including, but not limited to, the following end-uses/Customers’ nuclear facilities, space or missile, and weapons systems (including chemical and biological).

9. Ordering, Payment and Taxes

You agree to follow the ordering procedures and to pay IBM as described in the applicable Transaction Document. You shall be solely responsible for all contracting, billing and collections with respect to Customers.

IBM shall ship Appliances in accordance with valid purchase orders, provided always that delivery of Appliances must occur from IBM to you in the country in which the IBM entity signing this Agreement is located. If you wish to place purchase orders for the supply of any Appliance by an IBM entity in any other country, then you or your purchasing company must execute a TD and base agreement with the relevant IBM entity located in that country. IBM does not warrant that such arrangements are possible in all countries.

If, as a result of you or a Customer moving, accessing, or using an Appliance across a border, any authority imposes a customs duty, tax, levy or fee (including withholding taxes for the import or export of any such Appliance), then you agree that you are responsible for, and will pay, any such customs duty, tax, levy or fee, unless you supply exemption documentation. This excludes those taxes based on IBM’s net income.

10. Compliance Verification

You agree to create, retain, and provide to IBM and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that your use of Appliances supplied under this Agreement is in compliance with the terms of this Agreement. You are responsible for: (i) ensuring that you do not exceed your authorized use of each such Appliance; and (ii) remaining in compliance with the terms of this Agreement.

Upon reasonable notice, IBM may verify your compliance with the terms of this Agreement at all sites and for all environments in which you use (for any purpose) any Appliance supplied under this Agreement. Such verification will be conducted in a manner that minimizes disruption to your business, and may be conducted on your premises, during normal business hours. IBM may use an independent auditor to assist with such verification, provided IBM has a written confidentiality agreement in place with such auditor.

You shall notify your Customers that: (i) you or IBM, or a third party auditor, have the right (a) to access and conduct a verification of all Customer’s sites and environments in which such Customer uses (for any purpose) any Appliance included in your Solution; and (b) to determine whether such Customer is in compliance with the relevant license terms for the use of the relevant Appliance and its components; and (ii) the results of such verification, if conducted by other than IBM, may be shared with IBM.

Upon IBM’s requires, you must prepare and submit to IBM, a report that includes the results of a verification you have conducted of each of your Customers. You shall make such reports available to IBM upon request with all supporting documentation/data outputs.

IBM will notify you in writing if any verification indicates that: (i) you have, or any of your customers has, used any Appliance supplied under this Agreement in excess of the authorized level of use: (ii) you are otherwise not in compliance with the terms of this Agreement; or (iii) any Customer is otherwise not in compliance with the terms of the EULA or any other applicable license terms. You agree to promptly pay directly to IBM the charges that IBM specifies in an invoice for: 1) any such excess use; 2) Appliance Maintenance and Subscription and Support Service for such excess use, for the lesser of the duration of such excess use or two years; and 3) any additional charges and other liabilities determined as a result of such verification

The rights and obligations set forth in this section remain in effect during the period during which Appliances supplied under this Agreement are under your control, and for two years thereafter.

11. Limitation of Liability

The limitation of liability set forth in the Base Agreement applies, except each occurrence of the word “Program(s)” will be substituted with the word “Appliance(s).” This limitation shall also apply to Appliance Services, if applicable, as set forth in the applicable Services attachment.

12. General

IBM may withdraw Appliances at any time. If IBM withdraws an Appliance from marketing, you will no longer be able to acquire it under this Agreement.

As reasonably required by IBM to fulfill its obligations under this Agreement, you agree to provide (and will ensure that each Customer provides) IBM with sufficient and safe access (including remote access) to your (or if applicable your Customer’s) systems, information, personnel, and resources, all at no charge to IBM. IBM is not responsible for any delay in performing or failure to perform caused by your delay in providing such access or performing other responsibilities under this Agreement.

No right or cause of action for any third party is created by this Agreement or any related transaction, and IBM is not responsible for any third party claim against you, except as expressly described in the OEM/ASL Base Agreement in relation to Limitation of Liability in the context of claims for damages for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable to that third party. Any obligation, indemnification or warranty provided by IBM to you for any Appliance supplied under this Agreement remains solely with you and is not extended to any Customer or to any other third party.

For the purposes of clarity, regardless of the specific format (including, without limitation, firmware and object code) in which supplied by IBM, you and your distributors may only make the Program Component (including fixes and other code updates to any such Program Component made available to you by IBM) available to Customers of lawfully acquired Solutions, and to no other person, and only for use in connection with and as part such Solution under the terms of your EULA.

In the event that the IBM Program materials (including but not limited to the Program’s License Information) direct a Customer to contact IBM, you shall in each such case ensure that the Customer is clearly instructed (whether your end user license documentation or otherwise) to contact you, and specifically not IBM. In cases where the Customer requests open source code as indicated in the IBM Program materials, you may request the source code from IBM and you are responsible for distributing the source code to your Customer.

Notwithstanding any of the terms in the third-party license agreement, this Agreement, or any other agreement that you may have with IBM, to the fullest extent permitted by applicable law.

(i)

IBM provides al Separately Licensed Code to you WITHOUT WARRANTIES OF ANY KIND;

(ii)

IBM DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO THE WARRANTY OF TITLE, NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO SEPARATELY LICENSED CODE;

(iii)

IBM is not liable to you, and will not defend, indemnify, or hold you harmless for any claims arising from or related to any Separately Licensed Code; and

(iv)

IBM is not liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages including, but not limited to, lost data, lost savings, and lost profits, with respect to any separately Licensed Code.

The complete agreement between the parties consists of this Attachment for Appliances (including its Exhibit) and the Base Agreement (including applicable Transaction Documents and Supplements). If there is a conflict among the terms of this Attachment and the Base Agreement, then the Attachment prevails over the Base Agreement and a Transaction Document prevails over this Attachment. In entering into this Agreement, neither party is relying on any representation not specified in this Attachment or the Agreement, including without limitation any representations concerning i) the performance or function of any Appliance, other than as expressly warranted above; ii) the experiences or recommendations of other parties; or iii) results or savings you may achieve.

By signing below, IBM and you agree to the terms of this Attachment (including its attached Exhibit for Services). Any reproduction of this Attachment made by reliable means (for example, photocopy or facsimile) is considered an original.

Agreed to:

International Business Machines Corp.

By: /s/ Rosanne Kearney

Name: Rosanne Kearney

Title: Contract Professional

Date: 12/31/2014

Agreed to:

Virtual Armor LLC

By: /s/ Todd Kannegieter

Name: Todd Kannegieter

Title: COO

Date: 12/30/2014

IBM ASL/OEM Software Agreement – Attachment for Appliances

Exhibit for Appliance Services

Part 1 – General Terms

The terms of this Exhibit for Appliance Services (“Exhibit”) are in addition to those of your IBM ASL/Software Agreement and its associated Appliance Attachment and govern the warranty and maintenance services for IBM Appliances obtained from IBM. Capitalized terms not defined in this Exhibit are defined in the Attachment or the Agreement.

1. Definitions

Customer Replaceable Unit or “CRU” – a Machine Component part that is designated as a Customer Replaceable Unit (e.g. keyboard, memory, or hard disk drive).

Miscellaneous Equipment Specification (“MES”) – a change to an installed Machine Component as specified in a Transaction Document, typically (but not limited to) enhancing some or all of the resources installed as part of that Machine Component’s configuration. For instance, an MES can add processing capacity or memory or both to a server, storage capacity to a disk storage device, input/output adapters to any machine Component, and so forth. An MES can add or remove Machine Component features, or convert a Machine Component’s features, model, or Machine Component type, but only to an extent specified in an announcement letter by IBM for the particular Machine Component.

Specified Location – the location at which Services are provided as specified in a Supplement. All Services received in Specified Locations are subject to the terms of this Exhibit.

Standard Business Days – the generally accepted days of operation per week in each country or locality, excluding local public holidays and national holidays.

Standard Business Hours – the normal business hours of a Standard Business Day.

Service Period – the period specified in a Supplement during which IBM provides Service under this Exhibit in a specific country.

2. Scope of Services

Service for IBM Appliances, during and after warranty, is a single offering composed of specific Service for Program Components, Machine Components, and, if available, the Machine Code Component of an IBM Appliance.

A Supplement will be created for each Specified Location obtaining Services under this Exhibit.

IBM will specify the Appliance, the Services that apply to it, the Service Period, additional terms and conditions, if applicable, and the Specified Location in the Supplement.

Consult the IBM Appliance Support Handbook (“Appliance Support Handbook”) for further details on Appliance Service at: http://www.ibm.com/software/appliance/support.

3. IBM Responsibilities

When you contract for an applicable Service at a Specified Location, IBM agrees to deliver such Service in accordance with the terms and responsibilities identified in the Service description set out in this Exhibit, the applicable Supplement, and Transaction Document.

4. Your Responsibilities

The following responsibilities apply whether your Solution is provided as a Hosted Solution or is distributed to a Customer (transfer of title to Machine Component) for on-premise deployment.

You agree:

that when an applicable Service includes IBM providing you with any access codes, access to electronic diagnostic tools, information databases, or other Service delivery facilities, you shall limit the use of these items to only those who are authorized to use them under your control and only in support of Appliances and Services identified in Supplements;

to provide access to your Appliance via modem or the internet for remove problem diagnostics and correction. You are responsible for supplying the modem and telephone lines required at the Specified Location and for providing IBM temporary user access to your Appliance. You shall ensure that these remote activities are performed under your control. You are responsible for i) any data and the content of any database you or your Customer makes available to IBM in connection with a Service under this Exhibit, ii) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data, and iii) backup and recovery of the database and any stored data. Failure to provide remove access to your Appliance may delay problem resolution time;

to pay any communications charges associated with accessing these Services including, but not limited to, phone and Internet connection charges, unless IBM specifies otherwise in writing;

that prior to making your or your Customer’s facilities, software, hardware, networks or other similar resources available to IBM, to promptly obtain any licenses or approvals necessary for IBM or its subcontractors to use, access and modify such resources to the extent necessary for IBM to perform the Services. IBM will be relieved of its obligations to perform the Services to the extent your failure to promptly obtain such licenses or approvals adversely affect IBM’s ability to perform its obligations. If a third party asserts a claim against IBM as a result of your failure to promptly obtain these licenses or approvals, you agree to reimburse IBM for any costs and damages that IBM may reasonably incur in connection with such claim;

that certain Machine Component types may require the installation and use of remote connectivity tools and equipment for direct problem reporting, remote problem determination and resolution;

to follow the Service instructions (and ensure that your Customer follows such instructions) that IBM provides or that may be specified in the Appliance Support Handbook at: http://www.ibm.com/software/appliance/support. (These instructions may include directions for installing a Machine Code Component and other Program updates either downloaded from an IBM Internet Web site or copied from other electronic media in order to maintain the currency of the Appliance); and

to use the information obtained under these Services, including electronic diagnostic and service delivery facilities, only for the support of the information processing requirements of you or your Customer, as applicable.

In addition, you acknowledge that IBM is permitted to use global resources (non-permanent residents used locally and personnel in locations worldwide) for the delivery of the Service. You will ensure that your Customer abides by the terms in this section when IBM provides Services for an Appliance installed at such Customer’s site.

You will provide remote Level 1 Support to Customers for the Appliance. You will engage IBM for onsite Support and Services for the Machine Components and Machine Code Components of the Appliance. You will provide remote Level 2 Support for the Program Components. You agree to act as an interface to the Customer for all Services and Support IBM provides to you for the Appliance.

You agree to train and maintain at least two personnel to perform the tasks required of you under this Exhibit. You agree to use commercially reasonably efforts to ensure that at least two members of your support team are sufficiently trained in the Appliance to be approved to access IBM support. If IBM reasonably deems it necessary, you may be required to maintain additional personnel.

For the purpose of this Exhibit, Level 1 Support means taking the first support call from a Customer and fulfilling the following steps:

(i)

Qualify incoming calls: Determine if the request is for a new or existing case. 7Assign a priority to a new case (priority one through priority four). For existing cases, obtain case information.

(ii)

Characterize the problem and environment: Gather information about the case and determine if a Machine Component, Machine Code Component or a Program is causing the problem. If a Machine Component or Machine Code Component is causing the problem, contact IBM for on-site Appliance Support. If it is a Program causing the problem, completely define and describe the problem. Identify ways to understand the problem’s behavior. Document the characterization information. Analyze problem symptom(s), attempt to find root cause when appropriate and describe the result of such attempts. Determine if the problem is a known Program problem by accessing IBM online support resources, and

(iii)

Level 2 Support means the service provided to analyze or repeat the error, or to determine that the error is not repeatable. This service also includes in-depth technical analysis.

5. Personnel

Each party shall assign personnel that are qualified to perform the tasks required of such party under this Exhibit and each party is responsible for the supervision, direction, control, and compensation of its personnel. Subject to the foregoing, each party may determine the assignment of its personnel and its contractors.

IBM may engage subcontractors to provide or assist in providing Services, in which case IBM remains responsible for the fulfillment of its obligations under this Exhibit and for the performance of the Services.

6. Service for IBM Appliances (during and after warranty)

6.1 Hours of Coverage

The hours of coverage for each Appliance, during which IBM will provide Services for such Appliance, are specified in the Appliance Support Handbook at: http://www.ibm.com/software/appliance/support. Unless otherwise specified, IBM provides the Services in each country/locality on Standard Business Days during Standard Business Hours. Additional hours of coverage options are available for some Services for an additional fee.

6.2 Service for IBM Machine Components (during and after warranty)

IBM provides certain types of Service to keep Machine Components in, or restore them to, conformance with their Specifications. IBM will inform you of the available types of Service for a Machine Component. At its discretion, IBM will i) either repair or exchange the failing Machine Component and ii) provide the Service either at the Specified Location or a service center. IBM manages and installs selected Engineering Changes that apply to IBM Machine Components and may also perform preventive maintenance.

Any Upgrade IBM services must be installed on a Machine Component that is i) the designated, serial-numbered Machine Component, if applicable, and ii) at an Engineering Change level compatible with the Upgrade.

When the type of Service requires that you deliver the failing Machine Component to IBM, you agree to ship it suitably packaged (prepaid unless IBM specifies otherwise) to a location IBM designates. After IBM has repaired or exchanged the Machine Component, IBM will deliver it to you at IBM’s expense unless IBM specifies otherwise. IBM is responsible for loss of, or damage to, the Machine Component while it is i) in IBM’s possession or ii) in transit in those cases where IBM is responsible for the transportation charges.

You agree:

to obtain authorization from the owner to have IBM service a Machine Component that you do not own;

where applicable, before IBM provides Services to –

(1)

follow the problem determination and service request procedures that IBM provides:

(2)

secure all programs data, and funds contained in a Machine Component; and

(3)

inform IBM of changes in a Machine Component’s location;

c. when you return a Machine Component to IBM for any reason –

(1)

to securely erase from any Machine Component all data, including without limitation, the following: i) Personal Data and ii) confidential or proprietary information and other data. If removing or deleting Personal Data is not possible, you agree to transform such information (e.g., by making it anonymous) so that it no longer qualifies as Personal Data under applicable law;

(2)

to remove all funds from Machine Components returned to IBM. IBM is not responsible for any funds, programs not provided by IBM with the Machine Component, or data contained in a Machine Component that you return to IBM; and

(3)

IBM may ship all or part of the Appliance to other IBM or third party locations around the world to perform its responsibilities under this Agreement and you authorize IBM to do so.

You will ensure that your Customer abides by the terms in subsections (a) through (c) above when IBM provides Services for an Appliance installed at such Customer’s site.

6.2.1 Replacements

When Service involves the exchange of a part or Machine Component, the item that IBM replaces becomes its property and the replacement becomes your property. You represent that all removed items are genuine and unaltered. The replacement may not be new, but will be in good working order and at least functionally equivalent to the item replaced. The replacement assumes the warranty or maintenance Service status of the replaced item. Before IBM exchanges a part or Machine Component, you agree to remove (and shall ensure that your Customer removes) all features, parts, options, alterations, and attachments not under IBM’s service. You also agree to i) ensure that the part or Machine Component is free of any legal obligations or restrictions that prevent its exchange and ii) transfer ownership and possession of removed parts to IBM.

Service for some IBM Machine Component involves IBM providing an exchange replacement for installation by you. Such exchange replacements may be i) a CRU or ii) an entire Machine Component. You may request IBM to install the replacement CRU or Machine Component, however, you may be charged for the installation. IBM provides information and replacement instructions with your Machine Component and at any time on your request. IBM specifies in the materials shipped with a replacement whether the failing CRU or Machine Component must be returned to IBM. When return is required, return instructions and a container are shipped with the replacement and you may be charged for the replacement if IBM does not receive the failing CRU or Machine Component within 15 days of your receipt of the replacement.

6.2.2 Items Not Covered

Repair and exchange Services do not cover:

accessories, supply items, consumables (such as batteries and printer cartridges), and structural parts (such as frames and covers);

Machine Components damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by you or a third part, including your Customer;

Machine Components with removed or altered Machine Component or parts identification labels;

failures caused by a product for which IBM is not responsible;

service of Machine Component on which you or your Customers are using capacity or capability, other than that authorized by IBM in writing.

6.2.3 Warranty Service Upgrade

For certain Machine Components, you may select a Service Upgrade from the standard level of warranty Service for the Machine Component, which is specified in a Transaction Document (“Warranty Service Upgrade”), during the warranty period. IBM charges for the Warranty Service Upgrade as specified in the Transaction Document. You may not terminate the Warranty Service Upgrade or transfer it to another Appliance during the warranty period.

When the warranty period ends, the Machine Component will convert to maintenance Service at the same level of Service, if available, that you selected for the Warranty Service Upgrade.

Consult the IBM Appliance Support Handbook for further details on Appliance Warranty Service Upgrade options at: http://www.ibm.co/software/appiance/support.

6.3 Service for Program Components (during and after warranty)

IBM provides Service for the Program Component of IBM Appliances during the warranty period as stated in the Base Agreement and the Transaction Document. IBM provides additional support, both during and after warranty, for Program Components as described in the Subscription and Support section for Programs under the applicable Transaction Document

Subscription and Support for the Program Component of an Appliance during the warranty period begins on the Date of Installation.

6.4 Service Options (during and after warranty)

For certain IBM Appliances, you may select additional Service options that are specified in a Transaction Document (“Service Options”). IBM provides these additional Service Options in accordance with the Service descriptions contained in a Supplement. IBM charges for Service Options as specified in a Transaction Document

You may not terminate the Service Option or transfer the Service Option to another Appliance during the Service Period.

Consult the IBM Appliance Support Handbook for further details on Appliance Service Options at: http://www.ibm.com/software/appliance/support.

7. Maintenance Service for IBM Machine Components (after warranty)

When the warranty period ends, the warranty Service for the IBM Machine Component may be converted to Appliance Maintenance and Subscription and Support Service in accordance with the terms of section 9 below.

When Appliance Maintenance and Subscription and Support Service is in effect for an Appliance, IBM provides Service for IBM Machine Components, as described in this Exhibit. This Service for IBM Machine Components also consists of:

remotely assisting you in determining whether system problems are IBM Machine Component or Program Component related (problem determination);

onsite and remote diagnostic and remedial maintenance Service in accordance with the type of Service for the IBM Machine Components of Appliances specified in a Supplement in order to keep the IBM Machine Components in, or restore them to, conformance with their Specifications, when applicable;

if available for the IBM Machine Components of Appliances specified in a Transaction Document, installation of monitoring Programs to endeavor to:

(1)

detect and analyze permanent errors;

(2)

correlate temporary errors; and

(3)

identify and report media problems.

IBM retains ownership of all such monitoring Programs. You and your Customers, as applicable, are licensed to run such monitoring Programs solely as required by IBM to enable IBM to provide the services herein;

the Services of support specialists from IBM manufacturing, engineering, and development locations as deemed necessary by IBM;

the planning, scheduling and installation of any standard available Engineering Changes or field change orders required to improve the serviceability, performance or safety of the IBM Eligible Machines;

assisting you in establishing and implementing electronic support facilities; and

activation, for use by IBM personnel only, of electronic facilities to remotely diagnose, apply fixes and update the IBM Machine Components of Appliances specified in a Transaction Document.

8. Warranty for Service

In addition to the warranties provided in the Agreement, IBM warrants that it performs each IBM Service using reasonable care and skill and according to its current description.

9. Appliance Maintenance and Subscription & Support Service Period and Renewal

The initial Service Period for IBM Machine Components is the warranty period specified in a Supplement for the IBM Machine Component of the Appliance. Warranty Services are not renewable. You may order Appliance Maintenance and Subscription and Support Service at the prices specified in a Transaction Document. When you order Appliance Maintenance and Subscription and Support Service for an Appliance, the initial Service Period for the Appliance Maintenance and Subscription and Support Service will be treated as if it is a renewal of a previous Service Period for i) the IBM Machine Component of the Appliance and ii) the Software Subscription and Support for the Program Component of an Appliance.

Appliance Maintenance and Subscription and Support Service are provided at the same level of Service, if available, that you were entitled to during the warranty period or the same level of Service that you selected for a Warranty Service Upgrade. The initial Service Period for Appliance Maintenance and Subscription and Support Service begins on the day after the warranty period for the IBM Machine Component ends. The initial Service Period for Appliance Maintenance and Subscription and Support Service ends on the last day of the corresponding month in the following year, unless the warranty period ends on the last day of the month, in which case the Service Period ends on the last day of the month, 12 months from the date on which the warranty period ends for the Machine Component. You must order Appliance Maintenance and Subscription and Support Service prior to the expiration of warranty services or Reinstatement terms as specified in section 11 below will apply.

Once you order Appliance Maintenance and Subscription and Support Service for an Appliance, you may then renew your expiring Appliance Maintenance and Subscription and Support Service prior to the expiration date in accordance with the terms of the expiration date, and wish to obtain such Service at a later date, Reinstatement terms as specified in section 11 below shall apply.

10. Reinstatement of Service

To reinstate any expired Appliance Maintenance and Subscription and Support Service, you must acquire IBM Appliance Maintenance Reinstatement that includes IBM Software Subscription and Support Reinstatement at the prices specified in the applicable Transaction Document. IBM may inspect the Appliance at your expense before reinstating Appliance Maintenance an Subscription and Support Service. If the Appliance is not in an acceptable condition for maintenance Service, you may have IBM restore it for a charge or you may withdraw your request for Appliance Maintenance Reinstatement. IBM, at its sole discretion, determines if restoration is possible. Restoration is provided as a billable Service.

11. Termination and Withdrawal of a Service

If IBM withdraws Appliance Maintenance and Subscription and Support Service for a particular Appliance, you understand that:

IBM will not make the Appliance Maintenance and Subscription and Support Service renewal available for that Appliance; and

If you renewed Appliance Maintenance and Subscription and Support Service for the Appliance prior to the notice of withdrawal, IBM may either continue to provide appliance Maintenance and Subscription and Support Service to you for that Appliance until the end of the then current Service Period or you may obtain a prorated refund.

Any terms that by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to respective successors and assignees.

EX1A-6 MAT CTRCT 12 ex6x4x1.htm EXHIBIT 6.4.1

Exhibit 6.4.1

CONFIDENTIAL TREATMENT REQUESTED

JUNIPER NETWORKS

DIRECT VALUE ADDED RESELLER AGREEMENT

_____________________________________________________________________________________

This Direct Value Added Reseller Agreement, including all attached exhibits (collectively, the “Agreement”), is between Juniper Networks and VirtualArmor LLC (“Reseller”) and sets forth the terms and conditions under which Juniper authorizes Reseller to purchase, market, sell and distribute Products and Services. This Agreement is effective as of the Effective Date and includes: (1) the cover/signature page; (2) Exhibit A – Terms and Conditions for resale of Products and Services. All exhibits are incorporated into and become a part of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A.

RESELLER INFORMATION:

Reseller Name: VirtualArmor LLC

Reseller Primary Contact Information:

Name: Todd Kannegieter

Title: COO

Address: 10901 W Toller Dr.

Suite 301

Littleton, CO 80127

Phone Numbers: 720-961-3311

Email: todd@virtualarmor.com

URL: www.virtualarmor.com

Territory UNITED STATES

The parties have caused their authorized representatives to execute this Agreement effective as of the date last signed below (the “Effective Date”).

JUNIPER NETWORKS (US) INC.		RESELLER
By: /s/ Kenneth Nivea Name (print): Kenneth Nivea Title: Vice President Date:11/19/2014		By: /s/ Todd Kannegieter Name (print): Todd Kannegieter Title: COO Date: 11/13/2014

EXHIBIT A

TERMS AND CONDITIONS FOR RESALE OF PRODUCTS AND SERVICES

1. Definitions. Capitalized terms in this Agreement shall have the following meanings:

1.1 “Customer” or “End User” means any customer that purchase Products and Services from Reseller for its internal operations and not for further distribution or sale.

1.2 “Documentation” means operating manuals, user instructions, technical literature and other written materials ordinarily provided by Juniper with Product.

1.3 “Hardware” means the physical components of Juniper’s equipment delivered as part of the Products by Juniper or its contract manufacturer.

1.4 “Juniper Affiliate” means any entity that is controlled by, under common control with or controlling Juniper where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of the entity, or where there are no voting securities, the direct or indirect possession of the ability to direct or manage the operations of the entity, whether by the board of directors or otherwise.

1.5 “Juniper Networks” or “Juniper” means: (a) Juniper Networks International B.V. If Products and/or Services will be shipped to, deployed or rendered in Europe, the Middle East or Africa; or the Asia Pacific Rim; or (b) Juniper Networks (US), Inc. if Products and/or Services will be shipped to, deployed or rendered in North America, Central America or South America, and in each case, any Juniper Affiliate of the applicable Juniper Networks entity to whom this Agreement may be assigned. As used in connection with the provision of Services, the term “Juniper Networks” or “Juniper” under this Agreement may include authorized services representatives of Juniper.

1.6 “Juniper Partner Center” means the online partner center that may be accessed at the following URL (or such other URL that Juniper identifies from time to time): http://www.juniper.net/us/en/partners/.

1.7 “Product(s)” means the Hardware, Software and Documentation, or any part thereof, that (a) is authorized by Juniper for purchase and resale by Reseller under this Agreement, excluding any product that requires special authorization, as determined by Juniper; or (b) is used for spares, demonstration or evaluation purposes, and that Juniper Networks makes available to Reseller hereunder.

1.8 “Scheduled Delivery Date” means the date upon which Reseller and Juniper agree that Juniper or its contract manufacturer shall endeavor to deliver Products pursuant to Section 5.1 of this Agreement.

1.9 “Services” means Product maintenance and support delivered to End User by Juniper.

1.10 “Software” means the machine-readable object code, whether incorporated in the Hardware or delivered separately, and includes Software Releases.

1.11 “Software Release” means a new production version of the Software.

1.12 “Special Benefits” means any (i) non-standard or additional discount or net reseller price below Juniper’s standard list price offered to Reseller for a specific End-User deal or promotion; or (ii) promotion, program, rebate, benefit, or market development funds that are made available by Juniper to Reseller.

1.13 “Supported Release” means the version of the Software and certain prior versions of the Software as set forth in the then current End of Service (EOS) policy, which policy can be found at http://www.juniper.net/support/eol/.

1.14 “Support Option” means one of Juniper’s Juniper-branded offerings as set forth from time to time and subject to change at http://www.juniper.ne/us/en/local/pdf/service-descriptions/990331.pdf.

1.15 “Territory” means the states, countries or jurisdictions in which Reseller may market and distribute the Products as specified on the cover sheet of this Agreement.

2. Appointment of Reseller; Scope of Appointment; Federal Sales

2.1 Appointment. Subject to the terms of this Agreement, Juniper hereby authorizes Reseller to purchase Products and Services directly from Juniper for the sole purpose of marketing, selling and distributing such Products and Services to End Users located within the Territory. Reseller must notify Juniper if End User has internal operation locations outside of the Territory and Reseller must obtain prior written approval from an authorized Juniper representative before providing any Products or Services to End Users for use outside of the Territory specified herein. Reseller shall not purchase Juniper Products or Services from any source other than Juniper. Reseller may not resell Products or Services to another reseller, agent, broker or other intermediary in the chain of distribution without Juniper’s prior written consent. Reseller may distribute the Products only with all warranties, disclaimers and license agreements intact as shipped from Juniper. Reseller will take all steps reasonably requested by Juniper to inform End Users of any applicable restrictions and limitations regarding the use of the Products.

2.2 Non-exclusive Appointment. The appointment included herein is non-exclusive. Juniper expressly reserves the right to market and sell the Products or Services to End Users in the Territory, either directly or through other resellers, distributors and/or other channels.

2.3 Scope of Appointment. In the exercise of Reseller’s rights under this Agreement, Reseller will always market and resell the Products in combination with substantial added value in the form of Reseller products or services. Without limiting the foregoing, Reseller will not make any commitments or representations with respect to Juniper or the performance of Juniper’s Products or Services except as authorized in advance in writing by Juniper or derived from and consistent in all respects with materials provided to Reseller by Juniper.

2.4 U.S. Federal Sales. Reseller may not sell Products or Services to the United States government either directly or indirectly through a contractor or subcontractor, unless Reseller has been approved by Juniper as an authorized Juniper Federal Reseller under terms of Juniper’s then-current Federal Reseller Program and in accordance with any additional terms set by Juniper. Juniper reserves the right to modify the terms of its Federal Reseller program and related terms at any time.

2.5 Reseller’s Territory. Reseller shall actively and diligently promote, offer for sale and sell the Products and Services solely to End Users within the Territory. Reseller agrees not to promote, offer for sale, or sell Products and Services either directly or indirectly, outside the Territory without Juniper’s prior written consent.

3. License Grants; Restrictions.

3.1 Trademark License Grant. During the term and subject to the terms of this Agreement, Juniper hereby grants to Reseller, without charge, a nonexclusive, nontransferable right to use and display in the Territory the trademarks, service marks, and logos claimed by Juniper (“Marks”) solely in connection with and solely to the extent reasonably necessary for the purposes of this Agreement. Reseller will market and distribute Products only under the Marks. Reseller will not remove or alter the Marks, copyright notices, or packaging found on Products and in Documentation. Reseller will use the Marks in accordance with Juniper’s logo usage guidelines as in effect from time to time which may be found at www.Juniper.net/us/en/local/pdf/design-guides/3100012.2a-en.pdf. In addition, Reseller will furnish to Juniper, in advance for review and approval, all promotional, advertising or other materials that refer to or display any Marks. Use of the Marks does not create in Reseller’s favor any right, title or interest in Marks or in continuing rights to market or distribute Products. Reseller shall not register or apply for registration of any of the Marks (or any similar trademarks, service marks or logos) for itself, Juniper or any other party. Reseller agrees to cooperate with Juniper if Juniper seeks to proceed with any infringement action regarding such rights.

3.2 License Grant. To the Extent the Products contain or consist of Software or firmware, Reseller’s appointment only grants to Reseller a non-exclusive license to distribute such software or firmware to End Users and does not transfer any right, title or interest in any such Software or firmware to Reseller , any End User or any other party. The Software or firmware will be licensed solely pursuant to the terms and conditions of the license agreement included with each Product. Juniper will transfer the title to the Hardware elements of Products to Reseller and to End Users. Reseller acknowledges that no title or ownership of the proprietary rights to any Software is transferred to Reseller (or any other party) by virtue of his Agreement notwithstanding the use of terms such as purchase, sale or the like within this Agreement.

3.3 Restrictions. Reseller may not, nor may Reseller allow any third party to, (i) modify, translate, reverse engineer, decompile, disassemble, otherwise attempt to derive source code from or create derivative works based on the Software; (ii) make unauthorized copies of the Software; (iii) distribute or market the Software and Documentation except to an End User; (iv) remove any proprietary notices, labels or Marks on or in any copy of the Software or Documentation; (v) alter or remove any warranties, disclaimers and license agreements shipped with the Products; or (vi) use the Software other than as part of the Products in which the Software has been incorporated or for which the Software has been delivered, or (vii) exercise any rights with respect to the Software other than those expressly granted in this Agreement.

4. Pricing

4.1 Forecasts. On a monthly basis or as requested by Juniper, Reseller will provide to Juniper a six (6) month rolling forecast of its expected sales of Products and Services (by unit quantities and estimated net revenue).

4.2 Discounts. Juniper may determine the discount for Products and Services by Reseller’s current partner status for the applicable certification and specialization level or other criteria under Juniper’s then-current reseller program. The appropriate discount level for Products and Services is stated in Attachment A. Juniper reserves the right to modify or adjust Reseller’s discount at any time during the term of this Agreement. If Juniper approves a non-standard discount, Reseller will pass through such non-standard discount to the End Use for whom the non-standard discount was intended, within the specified discount period, and only for the specific End User location and Products (including the maximum number of units) approved by Juniper.

4.3 Purchase Price. The purchase price of Products and Services that Reseller shall pay Juniper is the then current (as of the date Juniper received Reseller’s purchase order) price, as per Juniper’s global price list price, less Reseller’s applicable Product or Services discounts or discounts that are tied to any applicable Special Benefits as described in Section 9.8 below.

4.4 Taxes. All prices and fees payable under this agreement are exclusive of tax. Reseller shall be responsible for paying taxes (“Taxes”) arising from the purchase of Products and Services. If applicable, valid exemption documentation for each taxing jurisdiction shall be provided to Juniper prior to invoicing, and Reseller shall promptly notify Juniper if their exemption is revoked or modified. All payments made by Reseller shall be net of any applicable withholding tax. Reseller will provide reasonable assistance to Juniper in connection with such withholding taxes by promptly: (i) providing Juniper with valid tax receipts and other required documentation showing Reseller’s payment of any withholding taxes; (ii) completing appropriate applications that would reduce the amount of withholding tax to be paid; and (iii) notifying and assisting Juniper in any audit or tax proceeding related to transactions hereunder. Reseller shall comply with all applicable tax laws and regulations, and Reseller will promptly pay or reimburse Juniper for all costs and damages related to any liability incurred by Juniper as a result of Reseller’s non-compliance or delay with its responsibilities herein. Neither party shall be liable for taxes or assessments on the other party’s net income, gross income, capital, net worth, franchise, privilege, property, or any similar taxes or assessments. The parties’ obligations under this Section 4.4 shall survive termination or expiration of this Agreement.

4.5 Resale Price. Subject to Juniper’s ability to establish maximum resale prices, Reseller shall, in its sole discretion, determine the resale prices of Products and Services for its End Users, provided that if Juniper approves a non-standard discount, Reseller will, at minimum, pass through such non-standard discount to the End User for whom the non-standard discount was intended and only for the specific End User location and Products (including the maximum number of units) approved by Juniper.

5. Ordering, Delivery

5.1 Orders. Reseller shall order Products and Services by submitting to Juniper purchase orders signed or placed by an authorized representative of Reseller. Only the terms and conditions of this Agreement shall apply to any such purchase orders. At a minimum, each purchase order must state: the quantities and description of Products and Services ordered for an End User; purchase order number, VAR ID number, the applicable prices and license fees to be paid by Reseller for the Products and Services, as calculated under the terms of this Agreement, the Product part numbers, each End User’s name and mailing address (including street name, ship to state, country and postal code, as applicable), the payment terms as set forth in this Agreement, the requested ship dates, and the shipping instructions including “bill to” and “ship to” addresses. Juniper will confirm its ability to meet Reseller’s requested deliver dates or propose alternative dates. The agreed-to-delivery date is referred to as the “Scheduled Delivery Date.” Juniper will not be liable for any failure to meet the Scheduled Delivery Date. All purchase orders shall be submitted to the appropriate Juniper entity in accordance with the purchase order requirements as set forth in the online ordering guide. In the event that, following the expiration or termination of this Agreement, Customer places Purchase Orders and Juniper accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Juniper of any such Purchase Order will not be considered an extension of the term of this Agreement nor a renewal thereof.

5.2 Cancellations and Rescheduling. Reseller may not cancel or reschedule orders, in whole or in part, less than thirty (30) days prior to the Scheduled Delivery Date. Requests for cancellation or rescheduling, received thirty (30) days or less prior to the Scheduled Delivery Date will be subject to a 10% liquidated damages charge of the purchase price for that Product.

5.3 Delivery; Shipping Terms; Title; Risk of Loss.

5.3.1 Except to the extent that Reseller has elected to participate in a Juniper logistics program with different terms and conditions, the delivery terms of this subsection (a) shall apply to all Purchase Orders issued by Reseller.

(i)

Delivery of Product shall be made at the “Delivery Point,” which term shall mean a location designated by Juniper, or, if Juniper has not designated any, then Delivery Point shall be Juniper’s contract manufacturing facilities. Juniper may add additional manufacturing sites at any time during the term of this Agreement without notice to Reseller. Shipping terms are FCA Delivery Point (Incoterms 2010). Prior written agreement from an authorized Juniper representative is required for any drop shipments. Unauthorized drop shipments are not permitted and will be subject to additional restrictions and fees. Partial shipments are allowed unless otherwise agreed by Juniper in a signed writing.

(ii)

Reseller is responsible for providing appropriate shipping instructions. In the absence of specific shipping instructions from Reseller, Juniper will select the carrier and will ship by the method it deems most advantageous. Notwithstanding the foregoing, Juniper reserves the right to select the freight forwarder for international shipments. The selected carrier will not be the agent of Juniper. Transportation charges will be subsequently invoiced to Reseller and paid to Juniper within 30 days of the date of the relevant invoice.

(iii)

Product shall be packed in standard commercial packaging, unless otherwise agreed upon in advance and in writing by the parties. Title to hardware elements of Product and risk of loss or damage to Product (excluding Software) shall pass to Reseller upon loading of the Product on Reseller’s common carrier at the Delivery Point (provided however that Reseller acknowledges and agrees that any related Software is licensed and title is retained by Juniper). Product stored at the Delivery Point after the Scheduled Delivery Date will be stored at Reseller’s risk and expense.

5.3.2 Subject to Reseller eligibility, Reseller may participate in a Juniper logistics program that offers for a fee one or more enhanced logistics service options. Juniper may enhance, modify, or terminate any such program at any time (if the latter, then subsection (a) above shall continue to apply); provided that no such change shall affect any order already placed by Reseller and accepted by Juniper during the term of that program.

5.4 No Inventory Stocking. Reseller may not hold inventory or issue “stocking” orders, meaning orders for Juniper Products that are intended to be held as inventory stock for future resell. This section shall not apply to Products that are temporarily held by Reseller for a specified End User for the purpose of providing staging and/or configuration services.

6. Terms of Payment

6.1 Payment. Unless otherwise specified in writing by Juniper’s Finance Department, payments due hereunder shall be made net thirty (30) days from the date of invoice. Juniper may require other payment arrangements and may further require all payments to be payable at sight and secured with an irrevocable, unconditional, clean letter of credit issued or confirmed by a bank acceptable to Juniper Networks. Payments shall be made in U.S. dollars. All purchases are subject to prior written approval by Juniper. Payments must be made to Juniper by Reseller (i.e., the party which issues the PO), and any exceptions thereto shall require prior approval of Juniper’s Finance Department. Reseller shall submit financial information whenever requested by Juniper. At any time during the term of this Agreement, Juniper reserves the right to alter the terms of payment, suspend credit and delay shipment of Reseller’s order, or pursue any remedies available at law or under this Agreement when, in Juniper’s opinion, Reseller’s financial condition or payment record warrants such action. Accounts past due are subject to a monthly charge of 1.5% or the maximum amount permitted by law, whichever is less, based on the outstanding overdue balance. If payment for Services is more than thirty (30) days past due, Juniper may immediately terminate or suspend providing Services to Reseller (or to Reseller’s End-Users) without written notice to Reseller. If Juniper terminates Services for nonpayment by Reseller, Juniper shall not be considered in default for any Services not performed as of the termination date and will have no liability for such unperformed Services.

7. Warranty

7.1 Product Warranty. Juniper will include warranties to End Users with its Products. Reseller shall not modify, alter or remove any warranties provided with the Products. Unless otherwise agreed or restricted by law, Juniper may use refurbished or used parts or components in repairing defective Hardware. In the event of any inconsistency between this Section 7 and the warranties and disclaimers shipped with the Products, the letter shall prevail.

7.2 Limitations. No warranty will apply if the Hardware or Software (i) has been altered in any way, including but not limited to the removal or alteration of the original identification marks, except when such alterations are made by Juniper; (ii) has not been used, installed, operated, repaired, or maintained in accordance with the relevant Documentation; (iii) has not been imported in compliance with relevant laws; (iv) has been serviced by parties not trained by or on behalf of Juniper; or (v) has been subjected to unreasonable physical, thermal or electrical stress, misuse, negligence, or accident. In addition, Hardware or Software is not designed or intended for use in and Juniper disclaims any express or implied warranty of fitness for uses of the Hardware or Software in (a) the design, construction, operation or maintenance of any nuclear facility; (b) navigating or operating aircraft; or (c) operating life-support or life-critical medical equipment. Juniper is not responsible for backing up programs and data to protect against loss or corruption of such programs and data. Juniper warranty obligations do not include installation support.

7.3 Disclaimer. EXCEPT AS SET FORTH IN SECTION 7.1 ABOVE, JUNIPER EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF HIDDEN DEFECTS, OF NONINFRINGEMENT OR ANY WARRANTY THAT MAY ARISE BY REASON OF, USAGE, OR TRADE OR COURSE OF DEALING. JUNIPER DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT SOFTWARE WILL OPERATE WITHOUT PROBLEMS OR INTERRUPTION.

7.4 Dead on Arrival. For up to thirty (30) days from delivery of Product to the Delivery Point (as defined in Section 5.3 above), Juniper will provide expedited replacement of affected field replaceable units of Hardware that fail to operate within twenty-four (24) hours of initial installation (“DOA Products”). For purposes of this DOA clause, “fail to operate” shall mean a material failure to substantially perform in accordance with the applicable Documentation and shall not include cosmetic or other deficiencies that do not materially affect Hardware performance. Juniper shall use commercially reasonable efforts to ship a replacement unit from its manufacturing facilities after Juniper’s receipt and validation of Reseller’s notification of an inoperative unit confirming that the Product was inoperative upon delivery to Reseller (or to End User, if delivery was directly to the End User). Reseller must send notification to Juniper in accordance with the Hardware return procedures set forth in Section 7.5. Defective hardware must be returned to Juniper within thirty (30) days of failure, or Reseller must pay the purchase price of the replacement Hardware. If the ship-to location is outside the U.S., Reseller must allow for additional transit time due to international customs clearance.

7.5 Hardware Return Procedures. Any defective item can only be returned if it references a Return Material Authorization (“RMA”) number issued by authorized Juniper service personnel. To request a RMA number, Reseller must contact Juniper Technical Assistance Center (“JTAC”) via the online resource available at the URL: http://www.Juniper.net/customers/support/. JTAC will only assist customers with online RMA processing pursuant to the terms of this procedure and will not provide any troubleshooting, configuration or installation assistance. Telephone calls to JTAC will not be accepted unless the customer has purchased a valid Juniper Service contract that is in effect at the time of the call. The RMA number must be included on the outside carton label of the returned item. Transportation costs, if any incurred in connection with the return of a defective item to Juniper, shall be borne by Reseller to the in-country location, if available. Juniper shall pay any transportation costs incurred with the redelivery of a repaired or replaced item. If, however, Juniper reasonably determines that the item is functional, the Reseller shall pay any transportation cost. If Juniper determines, at its sole discretion, that the reportedly defective item is not covered by the terms of the warranty provided under Section 7.1 or that a warranty claim is made after the warranty period, the cost of repair by Juniper, including all shipping expenses, shall be paid by Reseller.

7.6 End of Life Procedures and End Support. Juniper will endeavor to provide End of Life (“EOL”) notification for discontinued Hardware and spare parts to Reseller, either directly or through an announcement posted on the Juniper website, at least one hundred and eighty (180) days in advance of the EOL date. During the notification period and subject to availability, Reseller may continue to purchase such Products, provided that delivery is taken within one hundred and eighty (180) days of the EOL effective date. EOL Products shall be repaired, or replaced with similar Products, at Juniper’s discretion, following the guidelines in the then-current End of Service (“EOS”) policy (http://www.juniper.net/support/eol/). In the event such repair or replacement is not covered under warranty, Reseller will be charged Juniper’s then-standard rates. With respect to Software, Juniper will only support Supported Releases.

8. Intellectual Property Indemnity

8.1 Obligations. Juniper will defend any suit brought against Reseller to the extent based upon a third-party claim that Products sold to Reseller infringes any United States patent or copyright (“IP Claims”) and will pay all damages and costs that a court finally awards against Reseller as a result of such claim, subject to the limitations below, and provided that Reseller: (a) gives Juniper written notice of such claim within thirty (30) days of becoming aware of such claim, and promptly furnishes Juniper with a copy of each communication, notice or other document relating to the claim; (b) gives Juniper complete control of the defense and settlement of such claim; and (c) fully cooperates with Juniper in the defense or settlement of such claim. In no event shall Juniper be liable to indemnify Reseller for any settlement entered into or damages arising from admissions by Reseller made without Juniper’s prior written consent.

8.2 Remedy. Should Products become, or in Juniper’s opinion be likely to become, the subject of an IP Claim, Juniper may, at its option, either: (a) procure for Reseller the right to continue using the Products, or (b) replace or modify the Products to make it non-infringing. If neither of the foregoing alternatives is commercially available to Juniper, then Juniper will grant Reseller a refund for the purchase price of the relevant Products depreciated on a five (5) year straight-line basis and accept Reseller’s return of the relevant Product.

8.3 Exclusions. Notwithstanding the foregoing, Juniper shall have no liability for, and Reseller shall indemnify Juniper against, any claim to the extent it is based upon or arising out of, in whole or in part, (a) alternation or modification of the Products which was not approved by Juniper, (b) the combination, operation or use of the Products with any hardware, software or other device not furnished by Juniper, (c) any product or service not provided by Juniper; (d) Juniper’s compliance with any Reseller or End User specifications, designs or instructions; (e) Reseller’s failure to promptly implement an updated or modification to the Products (e.g., install a Supported Release) provided by Juniper; or (f) use of the Products in a manner other than which it was designed or in a manner other than as specified by Juniper.

8.4 THE INFRINGEMENT INDEMNITY SET FORTH IN THIS SECTION STATES JUNIPER’S ENTIRE LIABILITY AND OBLIGATION AND RESELLER’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF THIRD PARTY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.

8.5 Reseller’s Obligation. Except to the extent Juniper is responsible for an IP Claim under Section 8.1, Reseller shall defend, at its own expense, any suit brought against Juniper based upon a claim relating to Reseller’s distribution of the Products or Services under this Agreement, and Reseller will pay all damages and costs that a court awards against Juniper as a result of such claim; provided, that Juniper: (a) gives Reseller written notice of such claim within thirty (30) days after Juniper becomes aware of such claim and furnishes Reseller with a copy of each relevant communication, notice or other document relating to the claim; (b) gives Reseller complete control of the defense and settlement of such claim to the extent this can be done without prejudice to the rights of Juniper; and (c) reasonably cooperates with Reseller, at Reseller’s expense, in the defense or settlement of such claim.

9. Reseller Program Requirements.

9.1 Qualifications. Reseller will at all times maintain sales, technical, finance, accounting, logistics and marketing organization, facilities, and other resources sufficient to provide sales services and to otherwise carry out Reseller’s obligations under this Agreement. To receive an invitation to, as well as obtain and maintain a Reseller’s designated level in, Juniper’s Partner Advantage program (reseller program), Reseller must continuously meet all then-current program requirements for Reseller’s designated level, including all the applicable certification and specialization level or other criteria as specified under Juniper’s Partner Advantage program (reseller program). Failure to meet and adhere to any of these requirements may subject Reseller to being deemed no longer eligible for the particular level or inclusion in the program. Reseller will at all times remain in compliance with all other documents, including, but not limited to, all policies, processes, programs and promotions made available to reseller or located on Juniper’s Partner Center. Juniper reserves the right to update its business report, policy and procedure requirements and order formats from time to time to meet its business needs. Reseller shall (i) keep Juniper informed of industry trends and conditions that may affect the sale of Products and Services, (ii) abide by any special packaging or other requirements, if any, for Products as set forth by Juniper; (iii) perform other duties as are reasonably requested by Juniper or that are consistent with the purpose of this Agreement, and (iv) actively participate in Juniper’s anti-corruption training programs and activities.

9.2 Sales & Marketing Plan. On a quarterly basis, Reseller shall prepare and submit to Juniper an updated sales and marketing plan for the Products and Services. Reseller and Juniper will periodically review the performance of Reseller with respect to the milestones established in such sales and marketing plans, and such review will occur no less than once each year. The first such sales plan shall be delivered to Juniper within sixty (60) days of the effective Date, or such other date agreed upon by the parties.

9.3 Training Requirements.

9.3.1 Sales Training. Within sixty (60) days of the Effective Date, Reseller must create a plan jointly with Juniper to have Reseller personnel who are responsible for any sales function involving the sale of Products and/or Services complete Juniper channel sales training and Juniper sponsored sales seminars.

9.3.2 Pre-Sales System Engineers. Within sixty (60) days of the Effective Date, Reseller must create a plan jointly with Juniper to train Reseller personnel providing pre-sales technical and evaluation support for Products and/or Services. Within ninety (90) days of the Effective Date and throughout the term of this Agreement, Reseller will use its best efforts to employ qualified, experienced and trained personnel in system engineering services for each Product line sold by Reseller.

9.3.3 Post-Sales System Engineers. Within sixty (60) days of the Effective Date, Reseller must create a plan jointly with Juniper to train Reseller personnel providing post-sales technical and evaluation support for Products and/or Services. Within ninety (90) days of the Effective Date and throughout the term of this Agreement, Reseller will use its best efforts to employ qualified, experienced and trained personnel in system engineering services for each Product line sold by Reseller.

9.4 Demonstration and Evaluation Equipment. Reseller may purchase demonstration and internal evaluation units of the Products at a price equal to Juniper’s then current global price list for such Products, less any agreed discount. If Reseller meets promotional or program requirements to purchase demonstration and internal evaluation, and test units of the Products from Juniper, Reseller shall use these Products solely for demonstration, internal evaluation and testing purposes. All sales of demonstration and evaluation Products by Juniper are governed by the terms and conditions of this Agreement and are also subject to the then-current demonstration/evaluation/test program guidelines for such demonstration, evaluations, and test Products. Reseller hereby agrees that it shall not distribute, sell or sublicense to any third party any demonstration evaluation, or test Products without the prior written consent of Juniper.

9.5 Auditing Rights. Reseller will keep complete and accurate books and records pertaining to its receipt, handling, and sale of all Products and Services during the term of this Agreement and for a period of up to 3 years after the termination or expiration of the Agreement. All such books and records must be kept in accordance with generally accepted accounting practices. Juniper Networks notification period for an impending audit is no less than seven (7) calendar days’ notice. Reseller must provide evidence to Juniper’s satisfaction that the data provided for the audit was directly pulled from Reseller’s books and records pertaining to its receipt, handling, and sale of all Products and Services, is accurate and was not manipulated or changed. Juniper reserves the right to conduct any inspection or audit itself, or to have a Juniper selected third party conduct such inspection or audit. As part of any such inspection or audit, Reseller will provide Juniper or its representative full access to Reseller’s books, records, facilities, product and inventory. Juniper and/or its representative may request, and Reseller will provide, any and all information Juniper deems necessary to ensure that Reseller is complying with this Agreement, is properly entitled to any Special Benefits granted, and to verify that Reseller continues to qualify for its applicable discount level. Without limiting any remedy to which Juniper might otherwise be entitled, Juniper may change Reseller’s discount level for Products or Services if Juniper determines Reseller does not meet the qualifications for the currently designated discount level. Reseller will allow Juniper, or the third party selected by Juniper, full and complete access to Reseller’s books, records, facilities, and inventory at such times as Juniper may request to conduct the inspection, audit, or inventory count. The period under review will be determined by Juniper in its sole discretion. Reseller agrees that any such inspection or audit may be conducted during the term of this Agreement and up to three (3) years after the termination of this Agreement. Reseller will cooperate, and will cause its representatives, agents, employees, consultants, and all applicable third parties identified by Juniper to cooperate with the inspection or audit without charge. If Juniper’s inspection or audit reveals that Reseller has breached the terms of this Agreement, including, but not limited to, a breach of Section 6.1 (Payment) of this Agreement, Reseller shall immediately pay such amounts as are necessary to remedy such breach, together with interest thereon in accordance with Section 6.1. In addition, if the amount of such violation equals or exceeds five percent (5%) of the total amounts due and payable by Reseller during such period, Reseller shall reimburse Juniper for the cost of such inspection or audit.

9.6 Special Benefits and Loss of Discount. Juniper may, but is not obligated to, offer or make Special Benefits available to Reseller with or without conditions. Reseller agrees to use the Special Benefits granted by Juniper only for the purposes or intent for which the Special Benefit is specifically granted, and for no other purpose. Any Special Benefits from Juniper, including, but not limited to, any non-standard or additional discount or net reseller price below Juniper’s standard list price offered to Reseller for a specific End-User deal or promotion must be passed through to the End User that such non-standard discount was requested for, and also for the specified location. To receive Special Benefits, Reseller must at all times be in compliance with the terms and conditions of this Agreement and all special instructions or conditions relating to the Special Benefits. Without limiting any remedy to which Juniper might otherwise be entitled, Juniper may immediately reduce or revoke any or all Special Benefits offered or provided to Reseller or terminate this Agreement if, in Juniper’s sole discretion, Reseller does, but not limited to, any of the following (each of the below constitute a “Triggering Event”): (i) fails to satisfy Juniper’s conditions or instructions for the Special Benefit; (ii) breaches Section 2.1 (Appointment) or Section 11.3 (Compliance with Laws and Resellers Indemnity Obligations) of this Agreement; or (iii) makes any false statement to Juniper; or (iv) engages in any gray market, fraudulent, corrupt, or negligent activity; damages; or (v) disparages Juniper’s reputation or goodwill (or the reputation of Juniper’s Products or personnel); or (vi) otherwise harms or causes a loss of business to Juniper. Juniper will notify Reseller in writing of any reduction or revocation of a Special Benefit. Juniper will also identify the Special Benefit(s) that are being reduced or revoked as a result of a Triggering Event. If a Triggering Event has occurred, but Reseller has not received the applicable Special Benefit(s), then, the Special Benefit shall immediately be revoked and will not be provided to Reseller. If a Triggering Event has occurred and Reseller has received the applicable Special Benefit(s), then, upon request, Reseller will promptly, as instructed by Juniper, either (a) reimburse Juniper the entire amount (or such other lesser amount identified by Juniper) of the Special Benefit that is being revoked or reduced as a result of the Triggering Event; or (b) reimburse Juniper the difference between the Product’s and/or Service’s list price (or such other lesser amount identified by Juniper) and the actual amount paid by Reseller as a result of receiving the Special Benefit that is now being revoked or reduced as a result of the Triggering Event. If Reseller fails to promptly reimburse Juniper in accordance with the reimbursement guidelines set forth herein, then Juniper may add the amount that Reseller is required to reimburse Juniper to any future invoice. Reseller will, upon Juniper’s request, certify in writing to Juniper that Reseller has not committed a Triggering Event. Special Benefits are valid only for the time period, limited quantities, End User, and geographic locations approved by Juniper.

9.7 Other Benefits. Juniper may post Reseller’s name and other relevant information, including, but not limited to, Reseller’s contact information, address, and a link to Reseller’s website on Juniper’s website. Reseller hereby grants Juniper all rights, licenses and authorizations necessary for such posting. In addition, subject to Reseller’s compliance with Juniper’s website policies, Reseller will have access to Juniper Partner Center, a restricted-access website providing various tools and resources to aid Reseller with its sales efforts. Reseller acknowledge that Juniper may restrict, remove or condition access and use of Juniper’s website at any time at Juniper’s sole discretion.

9.8 Social Programs. Reseller may be invited by Juniper (and Reseller may choose to accept) to participate in special programs. Reseller agrees to comply with all terms, conditions, restrictions, and instructions with respect to Reseller’s participate in any special programs. Juniper will provide Reseller with all applicable materials or URL to participate in the special programs. Juniper may cancel a special program at any time and for any reason, or no reason, upon written notice to Reseller.

10. Support Services.

10.1 Resale of Service (Pass Through). In connection with each resale of Product, Reseller will resell one of Juniper’s Support Options with pre-packaged terms and conditions. For each support Option sold, Reseller will state the resold Support Option on Reseller’s purchase order to Juniper and the purchase order must be placed to Juniper within five (5) business days of the Product shipping or being downloaded. Juniper may choose, at its sole discretion, not to (a) accept a purchase order submitted by Reseller for any Product that fails to specify the Support Option resold, or not to (b) commence Services resold prior to the receipt of applicable payments from Reseller. Juniper Networks will provide Services in accordance with the Support Options’ pre-packaged service terms and conditions. Reseller will be responsible for having the End User execute Juniper’s End User Support Agreement then in effect prior to delivery of Product to End User. Juniper will provide such Services in accordance with the End User Support Agreement.

10.2 Payments; Renewals. Juniper’s Support Option pre-packaged service terms and conditions generally have one-year terms. Juniper shall invoice Reseller for the initial year of Services (“Annual Fee”) resold to End User at list price of the Support Option selected less applicable discounts. If Reseller selects a multi-year Support Option, Reseller will pay Juniper for the entire term of the selected Support Option in advance. If Reseller elects not to renew or have Services reinstated, Juniper reserves the right to renew directly with the End User or to reassign the renewal of such Services to another authorized Juniper distributor or reseller in the region.

11. General Terms and Conditions.

11.1 Confidential Information. Confidential Information means all information disclosed, directly or indirectly, to the other party (the “Receiving Party”) (i) in tangible form and which is designated “Confidential,” “Proprietary,” or “Trade Secret”; (ii) disclosed orally and summarized in writing as “Confidential,” Proprietary,” or “Trade Secret,” and delivered to the Receiving Party within thirty (30 days of disclosure; or (iii) which by the nature of the information and the circumstances of the disclosure, the Receiving Party should reasonably infer to be confidential or proprietary. Confidential Information does not include information which: (a) is or becomes generally known through no fault of the Receiving Party; (b) is known to the Receiving Party at the time of disclosure, as evidenced by the Receiving Party’s records; (c) is hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the disclosing party’s Confidential Information. Reseller agrees that Juniper’s Global Price Lists, discounts and discounting practices, Special Benefits, Documentation, Software, Product roadmaps, and statements of Product direction are all deemed to be Juniper’s Confidential Information under this Agreement.

The Receiving Party will use a reasonable degree of care to maintain all Confidential Information of the disclosing party in confidence, and neither party will disclose to any third party nor use Confidential Information of the disclosing party for any unauthorized purpose. The Receiving Party may only disclose Confidential Information (1) to its employees and representatives that have a need to know to accomplish the purposes of this Agreement and each of whom are bound to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement with terms as protective of the Confidential Information as those set forth in this Agreement; and (2) in response to a valid order of a court or other governmental body or as otherwise required by law to be disclosed, provided the Receiving Party gives sufficient notice to the disclosing party to enable the disclosing party to take protective measures. Except as otherwise expressly set forth in this Agreement, no rights or licenses to intellectual property in Confidential Information is granted by either party under this Agreement, whether express, implied or otherwise, to the other party. The obligations imposed on the Receiving Party shall survive until such time as the Confidential Information of the disclosing party becomes publicly available and/or made generally known through no action of the Receiving Party. All Confidential Information will be returned immediately to the disclosing party, or destroyed, after the Receiving Party’s need for it has expired or upon request of the disclosing party or termination of this Agreement. Each party agrees that any violation of these confidentiality provisions will cause irreparable injury to the other party entitling the other party to injunctive relief or other equitable relief, in addition to, and not in lieu of, any other remedies such party may be entitled to. The disclosure of Confidential Information will be governed by this Agreement, which supersedes any previous confidentiality or nondisclosure agreement executed by or on behalf of the parties. Any such Confidential Information will be treated as if it were disclosed under this Agreement (and this Agreement were in effect) as of the date of such exchange.

Nothing in this Agreement shall prohibit or limit either party’s uses or disclosure of Confidential Information related to Juniper’s income tax treatment and income tax structure of any transaction contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure, except where confidentiality is necessary to comply with applicable federal or state securities laws.

11.2 Export Restrictions. Reseller acknowledges and agrees that Products, services and certain Juniper technology and Confidential Information (collectively “Controlled Items”) are subject to export and import control laws and regulations of various countries. Such laws and regulations include, without limitation, the US Export Administration Regulations (“EAR”), regardless of where the Controlled Items were manufactured and regardless of where they are situated. For purposes of US export control laws, disclosure of Controlled Items to a foreign national is deemed an export. The Ears are reachable from http://www.bis.doc.gov. In the course of Reseller’s purchase, distribution, resale support and use of Controlled Items, Reseller (including its employees, agents, and consultants) shall comply strictly with all applicable export and import laws and regulations and shall not export, re-export, transfer, divert, release, or import any such Controlled Items, or any direct product thereof, to any other person or entity (nor shall Reseller make any use thereof) except under license or as otherwise permitted under such laws and regulations. Without limiting the foregoing, (i) Reseller is prohibited from exporting or re-exporting, directly or indirectly, any Product or Controlled Items to any Group E country (currently Syria, Sudan, Cuba, Iran, North Korea) (Supp 1 to EAR Part 740); (ii) many Products are classified as encryption products subject to special export license requirements and as such, Reseller is prohibited from exporting or re-exporting such Products without license unless a license exemption under the EAR applies; (iii) In particular, Reseller is prohibited from exporting or re-exporting Product that is a restricted encryption item under the ENC license exception (EAR Part 740.17) to a “government end user” (as defined in EAR Part 772) outside of the countries listed in Supp 3 of EAR Part 740; (iv) Reseller is responsible for ensuring that required licenses, if any, are obtained prior to export or re-export by Reseller and for complying under any such license with all applicable license conditions (including, where applicable, pre-shipment notification and pre-shipment inspection, as well as furnishing of notice of license conditions to End User, as the case may be); and (v) Reseller is prohibited from resale of Services for the support of illegally exported or re-exported Product. Any such sales are strictly prohibited. Without limiting any remedy to which Juniper might otherwise be entitled, Juniper may without liability and without being in breach of this Agreement (i) reject or rescind acceptance of any order for Product or Services if it determines that delivery of Products or performance of Services in fulfillment of such order may violate any applicable laws, including any export control or other laws or regulations; and (ii) withhold Products and performance of warranty or support Services, including withholding the repair or replacement of Products under warranty, if it determines that any such delivery or performance may violate any applicable laws, including any export control or other laws or regulations. Reseller will, upon request, provide Juniper with all information requested by Juniper relating to Reseller’s import or export of the Products.

11.3 Compliance With Laws and Reseller’s Indemnity Obligations. Reseller will comply fully with all laws applicable to (i) the Products and/or Services, (ii) the sale or distribution of the Products and/or Services, (iii) Juniper and Reseller’s business activities. If Reseller processes personal data provided by Juniper or provides personal data to Juniper, Reseller shall (a) not cause Juniper to breach any data protection law; and (b) only process personal data provided by Juniper for the purposes for which such data was provided. Reseller’s duty to comply with all applicable laws also includes compliance with export control laws of the Netherlands and other EU countries from which Reseller may pick up or take shipment of Product. Without limiting the foregoing, Reseller shall not without first obtaining any and all required export licenses export or re-export any Product classified as ENC 5A002 or 5D002 on the EU Dual Use List shipped from or received by it at a location in the EU to any of the following counties: Cuba, Iran, North Korea, Syria, Sudan, South Sudan, Iraq, Pakistan, Lebanon, Libya, Jordan, Somalia, Myanmar or Afghanistan. Reseller is required to accept and comply with, and annually acknowledge that Reseller is in compliance with, Juniper’s Partner Code of Conduct located at http://www.juniper.net/us/en/local/pdf/legal/partner-code-of-conduct.pdf. Reseller must have and maintain (and shall comply with) written policies against corruption and provide appropriate training to its employees, contractors, and consultants regarding the U.S. Foreign Corrupt Practices Act and similar laws in jurisdictions where Reseller conducts business activities. Reseller (including its employees, agents, and consultants) will not authorize, offer or promise to make or give any money or anything of value to any official of a public international organization, government official, political party, political official, candidate for political office (“Foreign Official”), or to any other person, while knowing or having reason to know that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Foreign Official or in violation of any laws. Reseller will indemnify, defend and hold harmless Juniper and its directors, officers, agents and employees from and against (i) any and all claims, demands, actions, litigation, investigations and proceedings arising out of or related to any non-compliance by Reseller of this Section (“Noncompliance Claims”), and (ii) any and all liens, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any Noncompliance Claims.

11.4 Term; Termination.

11.4.1 Term. This Agreement is effective for three (3) years from the Effective Date, unless terminated earlier in accordance with the Agreement. Juniper may elect to renew this Agreement for additional and successive three (3) year renewal terms by providing written authorization of renewal prior to the expiration of the then-current term.

11.4.2 Termination without Cause. Either party may terminate this Agreement without cause and without need for judicial or administrative action, award or resolution, upon no less than thirty (30) days prior written notice.

11.4.3 Termination with Cause. Either party may terminate the Agreement for any breach of this Agreement, which is not cured within thirty (30) days after written notice by the other party or immediately upon notice of termination in the event of a breach that by its nature cannot be remedied within thirty (30) days. Juniper may terminate this Agreement immediately if Reseller (i) terminates its business operations; (ii) denies Juniper’s audit request; (iii) becomes insolvent; (iv) suffers the appointment of a receiver or makes an assignment for the benefit of creditor, or (v) enters into any voluntary or involuntary bankruptcy proceedings. In addition, Juniper may terminate this Agreement immediately if (a) there is a change in ownership of Reseller or a sale or transfer of substantially all of Reseller’s assets; (b) Juniper discovers any misrepresentation or omission made by Reseller in its credit information; (c) Juniper discovers that Reseller falsified any information or documentation provided to Juniper, including, but not limited to, information or documentation relating to inventory records, purchase order information, special programs, or marketing development fund (“MDF”) claims and eligibility; or (d) Reseller fails to pay any invoice in accordance with the terms of this Agreement.

11.4.4 Obligations Upon Termination. Upon termination of this Agreement:

(a)

All authorizations and licenses granted by Juniper will immediately terminate and all rights shall revert to Juniper. Licenses granted in this Agreement will extend to all Products and Services for which purchase orders have been accepted and for which Products and Services will be delivered post-termination and for all Services which Reseller is in the process of performing, except where termination is for nonpayment.

(b)

Reseller will pay to Juniper in full, within thirty (30) days of the termination date, all amounts owed to Juniper.

(c)

The parties, through their authorized representatives, will meet within thirty (30) days of the effective date of termination of this Agreement for the purpose of mutually reviewing the then existing backlog of Reseller orders for Products and Service renewals, outstanding RMAs, and any other matters applicable to the termination of this Agreement. If Reseller fails to meet with Juniper for the purpose of this Section within thirty (30) days following termination of this Agreement, then Juniper may treat such failure as a cancellation of all of Reseller’s outstanding purchase orders. Reseller may only place orders for Products and Services after the date of notification of termination if Reseller has first received written approval from Juniper. Reseller may sell only Products for which purchase orders have been accepted on or before termination date.

(d)

If Reseller was providing Services directly to End Users, Juniper will provide such Services to End Users in accordance with Juniper’s standard support policies or reassign the provision of Juniper’s Services to another authorized reseller in the region, provided that Reseller has paid Juniper or the other authorized reseller all fees paid by End User to Reseller for the remainder of the Services term.

(e)

Each party will immediately return to the other party, or certify destruction of, all of the other’s materials, documentation, data, and Confidential Information, including all related materials that were derived from such materials, documentation, data, and Confidential Information. Juniper’s name, logo and any other proprietary information related to Juniper, or Juniper’s Products and Services, will be removed immediately from the Reseller’s website, e-mail signature, marketing and promotional materials, offices and demonstration labs.

(f)

Neither party will be liable to the other party for any claims, expenses, losses or damages of any kind, including but not limited to any compensation, reimbursement for the loss of prospective profits, anticipated sales or goodwill, arising out of termination of this Agreement in accordance with Sections 11.4.1, 11.4.2, or 11.4.3, regardless of whether such party is aware of any such claim, expense, loss or damage. However, termination will not extinguish any liability of either party arising before termination of this Agreement, including without limitation for payments due. RESELLER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON TERMINATION OF THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE, OTHER THAN IS EXPRESSLY PROVIDED IN THIS AGREEMENT.

11.5 Survival. No termination of this Agreement will release either party from any payment of other obligation owed to the other, or affect any rights or liabilities of either party with respect to any breach of the Agreement. Sections 1, 2.2, 2.3, 3.3, 4.4, 6.1, 7, 8, 9.5, and 11 shall survive termination of this Agreement until the obligations of those Sections are completed.

11.6 Severability. If any part of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect and the unenforceable provision shall be reformed so as to give maximum legal effect to the intentions for the parties as expressed herein.

11.7 Waiver. The failure of any party to enforce any of the terms and conditions of the Agreement shall not constitute a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

11.8 Governing Law and Venue This Agreement shall be governed by and interpreted in accordance with the laws of the State of California except for its choice of law rules. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. For any disputes arising out of this Agreement, Reseller consents to the personal and exclusive jurisdiction of, and venue in, the state and federal courts within Santa Clara County, California, U.S.A. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of confidentiality or such party’s intellectual property or proprietary rights.

11.9 Assignment. Reseller may not assign, sub-contract and or delegate its rights and obligations under this Agreement without the prior written consent of Juniper. Any assignment, sub-contract and/or delegation in violation of the foregoing is void. Reseller may not offset any amounts due and payable hereunder against any claim, liability or judgment it may have against Juniper without Juniper’s express written consent. Juniper may assign, sub-contract or delegate any or all of its rights and /or obligations under this agreement to any Juniper Affiliate without the consent of Reseller upon written notice of Reseller, which shall include the contact information and address of the Juniper Affiliate for purposes of giving notices under this Agreement pursuant to Section 11.10.

11.10 Notices. All notices shall be in writing and delivered by personal delivery, by certified or registered mail, return receipt requested or by a recognized overnight delivery service. Any such notices shall be considered given upon receipt, as confirmed by the delivery confirmation record. All notices shall be sent to the respective address, as set forth below, or to such other address as may be specified by either party to the other in writing in accordance with this Section.

If to Juniper:

Juniper Networks, Inc.

Attn: General Counsel

1194 North Mathilda Avenue

Sunnyvale, CA 94089-1206

Telephone: +1 408.745.2000

If to Reseller:

VirtualArmor LLC

10901 W. Toller Drive, Suite 301

Littleton, CO 80127

Attention: Todd Kannegieter

Telephone: 720-961-3311

11.11 Force Majeure. Except for Reseller’s payment obligations, neither party will be responsible for any failure or delay in performance due, in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of any nature beyond its reasonable control, including, without in any way limiting the generality of the foregoing, fire, terrorism, epidemic, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, strike, lockout, unavailability of components, war, riot, acts of God, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement) or other event that is traditionally recognized by California courts as an event of force majeure. In the event of the happening of such a cause, the party whose performance is so affected will give prompt, written notice to the other party, stating the period of time the same is expected to continue. Such delay will not be excused under this Section for more than one hundred eighty (180) days. If Juniper’s production is curtailed for any of the reasons set forth in this Section, Juniper may allocate its production among its customers and partners in a manner Juniper deems, in its sole discretion, to be fair and reasonable.

11.12 Independent Contractors. The relationship established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to: (i) give either party the power to direct and control the business activities of the other; (ii) constitute the parties as partners, joint venture, agents, franchisor/franchisee or otherwise as participants in a joint or common undertaking; or (iii) allow either party to create or assume any obligation on behalf of the other party.

11.13 LIMITATIONS OF LIABILITY. JUNIPER’S CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS OR SERVICES SHALL BE LIMITED TO THE GREATER OF U.S. $100,000 OR THE AMOUNT PAID BY RESELLER FOR JUNIPER PRODUCTS (AS SUCH TERM IS DEFINED IN THIS AGREEMENT), UP TO A MAXIMUM OF U.S. $2,000,000. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL JUNIPER HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER FOR ANY LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR UNDER THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREUNDER, WHETHER ARISING BY CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF PRODUCT PURCHASED HEREUNDER, OR THE FAILURE OF PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY OTHER REASON, EVEN IF JUNIPER IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION WILL NOT EXCLUDE ANY LIABILITY FOR DAMAGES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW, PROVIDED THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY SUCH DAMAGES WILL BE SUBJECT TO THE TOTAL AGGREGATE LIABILITY LIMIT SET FORTH IN THIS SECTION ABOVE. RESELLER ACKNOWLEDGES AND AGREES THAT JUNIPER HAS ESTABLISHED ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIABILITY LIMITATIONS SET FORTH HEREIN, THAT THESE DISCLAIMERS AND LIMITATIONS REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK OF FAILURE OF THE ESSENTIAL PURPOSE OF ANY CONTRACT REMEDY AND RISK OF CONSEQUENTIAL LOSS), AND THAT THESE DISCLAIMERS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original instrument, but all of which shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

11.15 Complete Agreement. This Agreement, including the Exhibits, constitutes the entire understanding and contract between the parties and supersedes all prior agreements, commitments or representations, oral or written. The terms and conditions of this Agreement will further supersede all pre-printed terms and conditions contained on any purchase order or other business form submitted by Reseller to Juniper from the Effective Date forward. This Agreement may not be amended or modified except by a writing executed by the duly authorized representatives of both parties.

11.16 Referenced Policies. Juniper may at any time modify any documented or online policies and procedures referenced in this Agreement effective upon thirty (30) days written or electronic notice to Reseller, provided that no such modification shall affect the provision of Products or Services under any purchase order accepted by Juniper prior to the effective date of such modification. By ordering Products and/or Services under this Agreement, Reseller understands that it is bound by Juniper’s then-current policies and procedures. Reseller is responsible for regularly checking Juniper’s website as well as any and all references therein for changes to policies and procedures referenced in this Agreement. Reseller agrees that notice of any changes regarding any policies and procedure referenced in this Agreement on Juniper’s website will be deemed adequate notice for purposes of such changes.

11.17 Governing Language for Quebec, Canada. Les parlies aux presents conferment leur volonte que catte convention de meme que tous les documents y compris tout avis qui s’y rattache, soient rediges en langue anglalse (Translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”)

ATTACHMENT A

PRODUCT AND SERVICE DISCOUNT

PRODUCT. Reseller is authorized to market, sell, distribute and service the following Juniper Networks products:

ALL IPG PRODUCTS

PRODUCT DISCOUNT. Reseller will receive a discount of [Redacted] off Juniper Networks’ list price for Products.

SERVICE DISCOUNT. Reseller will receive a discount of [Redacted] off Juniper Networks’ list price for Services.

EX1A-6 MAT CTRCT 13 ex6x4x2-amendreselleragmt.htm EXHIBIT 6.4.2

Exhibit 6.4.2

AMENDMENT TWO TO

DIRECT VALUE ADDED RESELLER AGREEMENT

This amendment (“Amendment”) to the Agreement identified below is entered into by and between Juniper Networks, as set forth, defined, and identified in the Agreement (“Juniper Networks”) and VirtualArmor LLC (“Reseller”) and VirtualArmour International, Inc. (“Assignee”). This Amendment is effective as of the date of last signature below (the “Effective Date”).

Whereas, Juniper and Reseller entered into a Direct Value Added Reseller Agreement on or about November 19, 2014 (the “Agreement”);

Whereas, the parties desire to amend certain terms of the Agreement; Now, therefore, the parties agree to amend the Agreement as follows:

1.	Reseller hereby assigns the rights and delegates the obligations of Reseller under the Agreement to Assignee. Assignee agrees to accept the assignment of Reseller’s rights and obligations under the Agreement.

2.	The parties agree to add Juniper Networks International B.V. as a party to the Agreement.

3.	Definitions. The following new definition is hereby added to Section 1 (Definitions):

“Multi-Territory Accounts” are End Users whose primary headquarters are located within the authorized Territory but i) who have branch or remote offices, connected to the network of the primary headquarters location, which are located outside of the authorized Territory; ii) who would like to procure Products or Services from Reseller; and iii) who Juniper, in its sole discretion, identifies and approves in writing as a “Multi-Territory Account” that Reseller is allowed to market, sell and provide Products and Services to outside the Territory.

4.	Appointment. The first and second sentences only of Section 2.1 (Appointment) are hereby deleted and replaced with the following new sentences:

“Subject to the terms and conditions of this Agreement, Juniper authorizes Reseller to purchase Products and Services directly from Juniper for the sole purpose of marketing, selling and distributing such Products and Services to End Users located within the Territory. Sales of Products and Services outside the authorized Territory are also allowed to authorized Multi-Territory Accounts provided that such Multi-Territory Account has been approved in writing and in advance by Juniper.”

3.	Delivery; Shipping Terms; Title; Risk of Loss. The parties agree to delete from the Agreement the section titled ‘Delivery; Shipping Terms; Title; Risk of Loss’ and replace it with the following new Section titled ‘Delivery; Shipping Terms; Title; Risk of Loss’:

“Delivery; Shipping Terms; Title; Risk of Loss. Reseller understands and agrees the terms below in this Subsection, as supplemented by the additional delivery terms posted at https://partners.juniper.net/sites/partnercenter/assets/tools-resources/logistics-value-added-reseller terms.docx (or such other URL that Juniper identifies from time to time), as amended by Juniper in its sole discretion from time to time (“FTD Supplement”), are the sole and exclusive terms of delivery and supersede all additional or inconsistent terms of any purchase order. Any modifications to the FTD Supplement will not apply to purchase orders accepted prior to posting of the modifications.

a. General. All purchase orders must indicate the applicable Incoterms and named place of delivery per the instructions set forth in the FTD Supplement. Prior written agreement from an authorized Juniper Trade Compliance representative is required for any drop shipments. Unauthorized drop shipments are not permitted. Drop shipments will be subject to additional restrictions and fees. Partial shipments are allowed unless otherwise agreed by Juniper in a signed writing. Product shall be packed in standard commercial packaging, unless otherwise agreed upon in advance and in writing by the parties.

b. Title and Risk of Loss. Risk of loss or damage to Products (excluding Software) shall pass to Reseller in accordance with applicable Incoterms. Title to Hardware will pass to Reseller as specified in the FTD Supplement. Any related Software is licensed and title thereto is retained by Juniper or its licensors.

c. Standard Delivery Terms for Hardware. Delivery terms are FCA (Incoterms 2010) except for purchase orders for which Reseller has elected to receive shipment under Juniper Logistics Value Added Services (“LVAS”) program as described in subsection (d), below.

i.	The FCA named place is the location designated by Juniper in Table I of the FTD Supplement.

ii.

Reseller is responsible for all freight charges and all other fees, charges and costs associated with transit from delivery point, as defined in the FTD Supplement. If Reseller has not arranged for direct payment of carrier or forwarder identified in its purchase order, then Juniper reserves the right to either pay such charges for the account of Reseller and invoice Reseller therefor, or, at Juniper’s election, pay such charges for its own account and invoice Reseller the Logistics Services Fee applicable per Table II of the FTD Supplement had Reseller elected “Prepay and Add” LVAS option. Reseller agrees to pay any such invoiced costs, charges and fees on standard invoice payment terms under the Agreement.

iii.	Reseller acknowledges that the FTD Supplement specifies the consequences of delayed pickup by Reseller.

iv.

Reseller is responsible for designating forwarder/carrier and for providing appropriate shipping instructions not inconsistent with this Agreement or the FTD Supplement. In the absence of specific shipping instructions from Reseller, Juniper will select the carrier and will ship by the method it deems most advantageous. Notwithstanding the foregoing, Juniper reserves the right to select the freight forwarder for international shipments. The selected carrier will not be the agent of Juniper.

LVAS Terms. Reseller may, in certain Territories, participate in a Juniper LVAS program that offers for a fee one or more enhanced logistics service options under the LVAS program in accordance with Table II of the FTD Supplement and applicable notes stated in the FTD Supplement. In the “Notes” field of each qualified purchase order for which Reseller elects to have one of the options of the LVAS program apply, Reseller must conspicuously identify the applicable LVAS option in accordance with the FTD Supplement. For clarity, it is noted that LVAS is not available in all Territories or jurisdictions.”

4.	Notices. The parties agree that the “If to Juniper Networks” address set forth in the subsection titled ‘Notices’ of the Agreement is hereby changed from “1194 North Matilda Avenue, Sunnyvale, CA 94089” to “1133 Innovation Way, Sunnyvale, CA 94089”.

5.	Miscellaneous.

a.	Except as specifically amended herein, the Agreement shall remain in full force and effect as written.

b.	All capitalized terms not defined herein shall have the same meaning as in the Agreement.

Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document (e.g. .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that of an original signature. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original document and all of which taken together shall constitute one agreement.

d.	All other terms and conditions of the Agreement remain unchanged, valid and binding.

IN WITNESS WHEREOF, the parties have duly executed this Amendment and agree to be bound thereby

VirtualArmor LLC			Juniper Networks (US), Inc.
/s/ Matthew Brennan			/s/ Sabiha Chunawala
Name: Matthew Brennan Title: President			Name: Sabiha Chunawala Title: VP, Deputy General Counsel
Date: 29-Dec-2016 \| 15:21 PST			Date: 29-Dec-2016 \| 15:23 PST

VirtualArmour International, Inc.			Juniper Networks International BV
/s/ Todd Kannegieter			/s/ Hans Albers
Name: Todd Kannegieter Title: CEO			Name: Hans Albers Title: Director, Legal
Date: 30-Dec-2016 \| 12:31 PST			Date: 29-Dec-2016 \| 23:05 PST

EX1A-6 MAT CTRCT 14 ex6x5_consultingtkannegieter.htm EXHIBIT 6.5

Exhibit 6.5

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement"), dated effective as of May 1, 2015, is between VirtualArmor International Inc. (the "Company") and Todd Kannegieter ("Consultant").

1. Engagement; Services. Company hereby agrees to engage Consultant as an independent contractor to introduce the Company to certain parties with whom the Company may engage in a business relationship (the "Services") and to create any deliverables that may arise from the performance of the services in this Section 1 (the "Deliverables").

The Consultant will also serve the CEO and President and a director of the Company and will support daily operating responsibilities and overall corporate growth strategies for the Company.

The Consultant hereby agrees to also serve as a personal guarantor to the Company credit line until such time where the guarantees are no longer needed or this Agreement is no longer in place.

2. Term. The term of Consultant's engagement (the "Term") shall commence as of the date first written above and shall expire three 3 years thereafter, unless extended by the mutual written consent of both parties.

3. Compensation: Expenses.

3.1 The Company shall pay Consultant Eight Thousand Dollars (USD$8,000) per month during the Term of this Agreement.

3.2 The Company shall not withhold payroll, state, federal, social security, employment or any other taxes from any compensation paid to Consultant, and Consultant shall be solely responsible for payment of any such taxes. Moreover, the Company shall not provide any benefits to Consultant during the Term of this Agreement, including, without limitation, health insurance benefits.

3.3 During the Term of this Agreement, the Company shall reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant directly in connection with the Services performed by Consultant upon Consultant's presentation to the Company of an itemized accounting of such expenses with reasonable supporting data; provided that Consultant shall obtain Company authorization prior to incurring any such expenses in the amount of $1,000.00 or more.

4. Confidentiality; Disclosure of Information.

in whole or in part, disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever other than to a prospective client or customer with the Company's prior written consent, nor shall Consultant make use of any Confidential Information for its own purposes or for the benefit of any person, firm, corporation of other entity (except the Company) under any circumstances during or after the Term. Confidential Information shall not include any information that Consultant can establish by competent proof:

(a)	was known, other than under binder of secrecy, to Consultant prior to its engagement by the Company; or

(b)	was passed into the public domain prior to or after its development by or for the Company, other than through acts or omissions attributable to Consultant.

4.2 Upon termination of its engagement hereunder, Consultant shall promptly return to the Company all originals and copies of any of the Company's Confidential Information.

5. Company Property.

5.1 Consultant shall assign to the Company its entire right, title and interest, in and to any of the following items: (a) the Deliverables; and (b) all inventions, ideas, discoveries, intellectual property, and improvements whether patented or unpatented, and any material subject to copyright, made or conceived by Consultant, solely or jointly, during the Term of this Agreement or any extension hereof, arising out of or in connection with the Services conducted by, for or under the direction of the Company (the items described in (a) and (b) above shall be referred to collectively as the "Company Property"). Consultant shall further acknowledge that the Company Property developed or produced by Consultant within the scope of its engagement, including, without limitation, the Deliverables, constitutes works made for hire and to the extent such does not constitute works made for hire under applicable law, Consultant agrees to assign all rights thereto to the Company. Consultant shall, upon request of the Company, execute such further documents as may be reasonably required by the Company to achieve the intent of this paragraph. Any such assignments shall be made by Consultant to the Company without additional consideration or compensation paid to Consultant.

5.2 Consultant shall communicate promptly and disclose to the Company, in such form as the Company may reasonably request, all information, details and data pertaining to any Company Property that Consultant is required to assign to the Company hereunder.

6. Severability. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Agreement shall be deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added as part of this Agreement, a provision as similar in terms as may be possible and be legal, valid and enforceable.

7. Subcontractors. Consultant shall not hire or employ any subcontractors to perform Consultant's obligations under this Agreement without the Company's prior written consent. Any subcontractors hired or employed by Consultant must be bound to the obligations of Consultant under this Agreement. Consultant shall be responsible for the performance of any such subcontractors.

8. No Partnership. It is not the intention of the parties to create, nor shall this Agreement be construed as creating a partnership, joint venture, agency relationship, employee-employer relationship or association, or render the parties liable as partners, co-venturers, agents, principals, employers or employees.

9. Covenants Not to Compete or Interfere. During the Term of this Agreement, Consultant shall not, without approval of the Company, participate in any enterprise (whether as an officer, director, owner, employee, partner, consultant, advisor or other direct or indirect participant) whose business is related to Company's business. During the Term of this Agreement and for a period of 12 months thereafter, Consultant shall not interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any of the Company's customers, suppliers, lessors, lessees, employees, consultants, partners or investors.

10. Notices. Any notices required or permitted hereunder shall be in writing and shall be personally delivered or sent by electronic mail or courier service, either of which shall be effective upon receipt. Notices will be sent to the delivery addresses as follows:

If to the Company:

VirtualArmor International Inc.

Address: 8085 S. Chester Street, Suite 108, Centennial, CO 80112

Attn: Christopher Blisard

Phone: 1-303-499-0613

Mobile: 1-303-875-0950

Email: chris.bfisard@virtualarmor.com

If to the Consultant:

Todd Kannegieter

Address: 8085 5. Chester Street, Suite 108, Centennial, CO 80112

Attn: Todd Kannegieter

Phone: 1-800-531-4378

Mobile: 1-720-394-0452

Email: todd.kannegieter@virtualarmor.com

11. Waiver of Breach. A waiver by the Company or Consultant of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

12. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado and each of the parties hereby consent to exclusive personal jurisdiction in the State and Federal courts of Colorado.

13. Compliance with Laws. Consultant shall perform the Services hereunder in a professional and timely manner, and shall comply, at its sole cost and expense, with all applicable laws, rules, and regulations in connection therewith.

14. Representations. Consultant hereby represents to the Company that (a) it is legally entitled to enter into this Agreement and to perform the Services, (b) it has the full right, power and authority, subject to no rights of third parties, to perform its obligations hereunder and to grant to the Company the rights contemplated by Section 5 hereof free and clear of all liens, claims and encumbrances and (c) the Company Property does not violate any proprietary or intellectual property rights of any third party.

15. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, including any prior consulting agreements between the parties or any employment agreements between the Company and the Consultant.

16. Indemnification. Consultant agrees to indemnify, defend and hold harmless the Company against all claims, losses, liabilities and demands the Company may suffer arising out of (a) any breach of the terms of this Agreement by Consultant; (b) the performance of the Services by Consultant; (c) any acts or omissions of Consultant hereunder; and (d) any claim that the Company Property violates any intellectual property or proprietary rights of any third party. The Company reserves the right to require Consultant to obtain liability insurance satisfactory to the Company, naming the Company as an additional insured and covering Consultant in connection with Consultant's performance of the Services.

17. Assignment. Subject to the other terms hereof, this Agreement may not be assigned by either party, without the prior written consent of the other party; provided that the Company may assign this Agreement to an affiliate or any other party that acquires substantially all of the assets of the Company.

18. Counterparts and Delivery. This Agreement may be executed in counterparts and delivered by electronic communication.

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first set forth above.

COMPANY:

VIRTUALARMOR INTERNATIONAL INC.

by its authorized signatory:

/s/ Christopher Blisard

Christopher Blisard

Director


CONSULTANT: SIGNED and DELIVERED by TODD KANNEGIETER in the presences of: //signed witness// Witness (Signature) Sarah T. Hassell Name (please print)	) ) ) ) ) ) ) ) ) ) )	/s/ Todd Kannegieter Todd Kannegieter
	)

EX1A-6 MAT CTRCT 15 ex6x6_consultingsilverleaf.htm EXHIBIT 6.6

Exhibit 6.6

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement"), dated effective as of May 1, 2015, is between VirtualArmor International Inc. (the "Company") and SilverLeaf Consulting LLC ("Consultant").

The Consultant will appoint Chris Blisard to carry out its responsibilities, duties, and functions hereunder unless otherwise agreed with the Company in writing. The Consultant will also serve as an advisor solely to the CEO and President to help support daily operating responsibilities and overall corporate growth strategies for the Company.

The Consultant hereby agrees to also serve as a personal guarantor to the Company credit line until such time where the guarantees are no longer needed or this Agreement is no longer in place.

3. Compensation: Expenses.

3.1 The Company shall pay Consultant Eight Thousand Dollars (USD$8,000) per month during the Term of this Agreement.

4. Confidentiality; Disclosure of Information.

4.1 Consultant recognizes and acknowledges that the Company's trade secrets, know-how, intellectual property and proprietary information as they may exist from time to time, as well as the Company's confidential business plans and financial data (collectively, "Confidential Information") are valuable, special and unique assets of the Company's business, access to and knowledge of which are essential to the performance of Consultant's duties hereunder. Consultant (including its employees and agents) shall not, during or after the Term, in whole or in part, disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever other than to a prospective client or customer with the Company's prior written consent, nor shall Consultant make use of any Confidential Information for its own purposes or for the benefit of any person, firm, corporation of other entity (except the Company)' under any circumstances· during or after the Term. Confidential Information shall not include any information that Consultant can establish by competent proof:

(a)	was known, other than under binder of secrecy, to Consultant prior to its engagement by the Company; or

(b)	was passed into the public domain prior to or after its development by or for the Company, other than through acts or omissions attributable to Consultant.

4.2 Upon termination of its engagement hereunder, Consultant shall promptly return to the Company all originals and copies of any of the Company's Confidential Information.

5. Company Property.

If to the Company:

VirtualArmor International Inc.

Address: 8085 S. Chester Street, Suite 108, Centennial, CO 80112

Attn: CEO & President

Phone: 1-800-531-4378

Mobile: 720-394-0452

Email: todd.kannegieter@virtualarmor.com

If to the Consultant:

Silverleaf Consulting LLC

Address: 8230 Dante Drive, Littleton, CO 80125

Attn: Mr. Christopher Blisard

Phone: 303-499-0613

Mobile: 303-875-0950

Email: chris@silverleaf-llc.com

18. Counterparts and Delivery. This Agreement may be executed in counterparts and delivered by electronic communication.

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first set forth above.

COMPANY:

VIRTUALARMOR INTERNATIONAL INC.

by its authorized signatory:

/s/ Todd Kannegieter

Todd Kannegieter

CEO & President

CONSULTANT:

SILVERLEAF CONSULTING LLC

by its authorized signatory:

/s/ Christopher Blisard

Christopher Blisard

Managing Partner

133392.1

EX1A-6 MAT CTRCT 16 ex6x7.htm EXHIBIT 6.7

Exhibit 6.7

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”), dated effective as of August 1, 2017, is between VirtualArmour, Inc., a Colorado corporation (“Company”) and VirtualArmour, Ltd., a company organized under the laws of the United Kingdom (“Consultant”).

1. Engagement; Services. Company hereby agrees to engage Consultant as an independent contractor to perform the services set forth in one or more Statements of Work that may be attached hereto from time to time as Exhibit A (the “Services”) and to deliver the deliverables that may arise from the performance of the Services (the “Deliverables”). Consultant hereby accepts such engagement upon the terms and conditions set forth herein.

2. Term. The term of Consultant’s engagement (the “Term”) shall commence as of the date first written above and shall expire 12 months thereafter. The Term shall automatically renew for successive 12 month periods unless notice of termination is provided by either party at least sixty (60) days prior to the expiration of the then current term. Notwithstanding the Term set forth above, either party may terminate this Agreement upon 12 months’ prior written notice to the party. Notwithstanding the foregoing, either party may terminate this agreement for Cause, in such case the non-breaching party shall provide notice and a 20-day opportunity to cure such default, the agreement will terminate immediately on the expiry of the 20 days if such default is not cured. VirtualArmour, Inc. will be responsible for and will indemnify the Consultant for any costs of terminating the employment of employees or subcontractors engaged in providing the Services (including without limitation redundancy costs), and other costs or liabilities incurred by the Consultant due to the termination of this Agreement (such as early termination of lease of the Consultant’s office space). “Cause” shall mean either party materially breaching this agreement.

3. Compensation Expenses.

3.1 As consideration for Consultant’s performance of the Services, the Company shall pay Consultant as set forth on Exhibit A. Consultant shall invoice the Company within 10 days following the end of the previous calendar month. Such invoice shall set forth the dates and hours worked by Consultant and the Services performed on such dates. The Company shall pay such approved invoice within 20 days of receipt thereof.

3.2 The Company shall not withhold payroll, state, federal, social security, employment or any other taxes from any compensation paid to Consultant, and Consultant shall be solely responsible for payment of any such taxes and shall indemnify the Company for any failure by Consultant to pay such required taxes. Moreover, the Company shall not provide any benefits to Consultant during the Term of this Agreement, including, without limitation, health insurance benefits.

3.3 During the term of this Agreement, the Company shall reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant directly in connection with the Services performed by Consultant upon Consultant’s presentation to the Company of an itemized accounting of such expenses with reasonable supporting data; provided that Consultant shall obtain Company authorization prior to incurring any such expenses in the amount of $500.00 or more. In addition, the Company shall reimburse Consultant for the monthly rent on Consultant’s office space, provided, however, that office space cannot be used for any other work or support any other people except for the Company. VirtualArmour Ltd will provide said Service using employees and/or subcontractors, costs relating to such employees and subcontractors, including without limitation salaries, benefits and expenses will be classed as a business expense that VirtualArmour Ltd Company would be reimbursed by VirtualArmour, Inc.

4. Confidentiality; Disclosure of Information.

4.1 Consultant recognizes and acknowledges that the Company’s trade secrets, know-how, intellectual property and proprietary information as they may exist from time to time, as well as the Company’s confidential business plans and financial data (collectively, “Confidential Information”) are valuable, special and unique assets of the Company’s business, access to and knowledge of which are essential to the performance of Consultant’s duties hereunder. Consultant (including its employees and agents) shall not, during or after the term of its engagement with the Company, in whole or in part, disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall Consultant make use of any Confidential Information for its own purposes or for the benefit of any person, firm, corporation of other entity (except the Company) under any circumstances during or after the term of its engagement. Confidential Information shall not include any information that Consultant can establish by competent proof:

(a) was known, other than under binder of secrecy, to Consultant prior to its engagement by the Company; or

(b) was passed into the public domain prior to or after its development by or for the Company, other than through acts or omissions attributable to Consultant.

4.2 Upon termination of its engagement hereunder, Consultant shall promptly return to the Company all originals and copies of any of the Company’s Confidential Information.

5. Company Property.

5.1 Consultant shall assign to the Company its entire right, title and interest, in and to any of the following items: (a) the Deliverables; and (b) all inventions, ideas, discoveries, intellectual property, and Improvements whether patented or unpatented, and any material subject to copyright, made or conceived by Consultant, solely or jointly, during the term of this Agreement or any extension hereof, arising out of or in connection with the Services conducted solely by, for or under the direction of the Company (the items described in (a) and (b) above shall be referred to collectively as the “Company Property”). Consultant shall further acknowledge that the Company Property developed or produced by Consultant within the scope of its engagement, including, without limitation, the Deliverables, constitutes works made for hire and to the extent such does not constitute works made for hire under applicable law, Consultant agrees to assign all rights thereto to the Company. Any such assignments shall be made by Consultant to the Company without additional consideration or compensation paid to Consultant.

7. Subcontractors. Consultant shall not hire or employ any subcontractors to perform Consultant’s obligations under this Agreement without the Company’s prior written consent. The Consultant will ensure that where required by VIRTUALARMOUR, Inc, any subcontractors hired or employed by Consultant to perform the Services, agree to provisions similar to those in Clauses 4.1.5 and 9 of this Agreement. The Consultant shall be responsible for the performance of any such subcontractor, save where such performance is pursuant to the instructions or under the direction of VIRTUALARMOUR, Inc.

8. No Partnership. It is not the intention of the parties to create, nor shall this Agreement be construed as creating, a partnership, joint venture, agency relationship, employee-employer relationship or association, or render the parties liable as partners, co-venturers, agents, principals, employers or employees.

9. Covenants Not to Compete or Interfere; Exclusivity; Use of Office Space. During the Term and for a period of 12 months thereafter, Consultant shall not interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any of the Company’s customers, suppliers, lessors, lessees, employees, consultants, partners or investors. During the term, the Consultant shall notify the Company if it intends or if it becomes aware that any of its employees intends to perform work for any other person or organization. Notwithstanding the foregoing, the Consultant may not assist any other person or organization to compete with VIRTUALARMOUR, Inc. Moreover, for so long as the Company is reimbursing Consultant for its office space, such office space cannot be used for any other work or to support any other separate engagements, which are prohibited under this Agreement.

10. Company Furnished Equipment. The Company shall provide Consultant with all equipment reasonably necessary for it to perform the Services. All such equipment shall remain the property of the Company at all times and may not be used for any other purpose except to support the performance of the Services.

11. Notices. Any notices required or permitted hereunder shall be in writing and shall be personally delivered or sent by facsimile, mail, Federal Express or similar courier service, all of which shall be effective upon receipt. Notices sent by mail or courier shall be addressed as follows:

If to the Company:

VIRTUALARMOUR, Inc.
Phone: 303-221-4934
Fax: 1-866-312-0722
Attn: President

If to Consultant:

VIRTUALARMOUR, Ltd.
Attn: Andrew Douthwaite, VP of Managed Services
8 Marton Avenue
Middlesbrough
TS4 3SQ
Telephone: +441642424027

12. Waiver of Breach. A waiver by the Company or Consultant of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

13. Counterparts. The parties may execute this Agreement in any number of counterparts, each of which will be deemed an original.

14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, USA and each of the parties hereby consents to exclusive personal jurisdiction in the state and federal courts of Colorado, USA.

15. Compliance with Laws. Consultant shall perform the Services hereunder in a professional and timely manner, and shall comply, at its sole cost and expense, with all applicable laws, rules, and regulations in connection therewith.

16. Representations. Consultant hereby represents to the Company that (a) it is legally entitled to enter into this Agreement and to perform the Services, (b) it has the full right, power and authority, subject to no rights of third parties, to perform its obligations hereunder and to grant to the Company the rights contemplated by Section 5 hereof free and clear of all liens, claims and encumbrances, and (c) the Common Property does not violate any proprietary or intellectual property rights of any third party.

17. Indemnification. Consultant agrees to indemnify, defend and hold harmless the Company against claims, losses, liabilities and demands the Company may suffer arising out of any claim that the Company Property violates any intellectual property or proprietary rights of any third party save where such violation is due to the acts or omissions of VIRTUALARMOUR, INC.

18. Assignment. Subject to the other terms hereof, this Agreement may not be assigned by either party, without the prior written consent of the other party; provided that either party may assign this agreement to an affiliate or any other party that acquires substantially all of the assets of that party.

19. Entire Agreement. This Agreement constitutes the entire agreement and supercedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, including any prior Consulting Agreements between the parties.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

COMPANY:

VIRTUALARMOUR, INC.

By: /s/ Christopher Blissard

Name: Christopher Blissard

Title: Founder and Chairman

CONSULTANT:

VIRTUALARMOUR, LTD.

By: /s/ Andrew Douthwaite

Name: Andrew Douthwaite

Title: Director/VP Managed Services

EXHIBIT A

STATEMENT OF WORK (“Services”)

Provide pre/post sales technical support for all appliances and applications currently installed at VirtualArmour customers, and at new customer locations in the future.

Manage all aspects of the Managed Services organization

As Vice President of Managed Services responsible for business development

Active participant in the Management team

Provide technical pre-sales support on all Technology appliances and applications sold and supported by VirtualArmour.

Participate in preparing proposals for new sales opportunities.

Participate in presenting solutions for new sales opportunities.

Provide web-cast presentations/training for sales personnel, customers, our Master Agents and others as appropriate.

Provide technical network security consulting, and deliver Professional Security Services, including but not limited to network security assessment, network security design using all Technology appliances and applications sold and supported by VirtualArmour.

Implement and support network security solutions based upon all Technology appliances and applications sold and supported by Virtual Armour.

Obtain all required Technologies certifications to support the services sold by VirtualArmour.

Assist with making sure that all equipment and applications at the VirtualArmour Datacenters are properly maintained and configured so as to deliver availability to our customers per our SLA’s using our Managed Security Service.

Assist with making sure the Datacenters’ infrastructure (hardware and software) is properly documented.

Coordinate support activities with VirtualArmour employees or representatives, and other third parties as necessary to maintain all infrastructures at the Datacenters.

Provide Tier 2-Tier3 technical support for all VA customers who use the IP Applications HelpDesk 24x7 service.

Escalate problems to the appropriate Technical Assistance Centers and coordinate all parties involved with an escalated issue.

Assure the MSS for each customer meets the Service Level Agreement. Respond to customer inquiries in a timely manner, and according to the appropriate Service Level Agreement.

Provide regular status reports and other communications as required. On a daily basis track all activities with company provided electronic tools to ensure VirtualArmour understands and develops proper time matrix on support of various clients and specific Juniper products. This will allow VirtualArmour to manage and improve performance on a continuing basis.

Help guide VA in providing premier Managed Security Services and Solutions to our customers.

COMPENSATION: In consideration of Consultant performing the Services, the Company shall pay Consultant at a flat rate of 112,500 GBP per Year with a commission of 2.5% on the gross profit related to the managed services revenue. Such amounts will be paid in equal monthly installments and will accrue on a day-to-day basis. The Company would agree to upgrade the monthly rates based upon performance. The Company would outline timeline for both performance upgrades and certifications completions. Both parties would agree to timelines. Consultant will be paid for up to 28 days of vacation per calendar year. There would be 23 days as default and 1 extra day for each 2-year period served. All vacation time would need to be approved in advance from immediate supervisors. Normal accrued time would be calculated at 15.2 hours per month.

DELIVERABLES: All resulting work product from the performance of the Services.

EX1A-6 MAT CTRCT 17 ex6x8_isop.htm EXHIBIT 6.8

Exhibit 6.8

VIRTUALARMOR INTERNATIONAL INC.

INCENTIVE STOCK OPTION PLAN

Part 1

INTERPRETATION

1.1

Definitions.

In this Plan, the following words and phrases shall have the following meanings:

(a)

“Affiliate” means a company that is a parent or subsidiary of the Company, or that is controlled by the same person as the Company;

(b)

“Board” means the board of directors of the Company and includes any committee of directors appointed by the directors as contemplated by Section 3.1;

(c)

“Change of Control” means the acquisition by any person or by any person and a Joint Actor, whether directly or indirectly, of voting securities of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a Joint Actor, totals for the first time not less than 50% of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board;

(d)

“Company” means VirtualArmor International Inc.

(e)

“Consultant” means an individual or Consultant Company, other than an Employee or Director, that:

(i)

is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate, other than services provided in relation to a distribution of securities;

(ii)

provides such services under a written contract between the Company or an Affiliate;

(iii)

in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate; and

(iv)

has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company;

(f)

“Consultant Company” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner;

(g)

“CSE” means the Canadian Securities Exchange;

(h)

“Director” means any director of the Company or any of its subsidiaries;

(i)

“Eligible Person” means a bona fide Director, Officer, Employee or Consultant, or a corporation wholly owned by such Director, Officer, Employee, Consultant, or any other person deemed suitable by the Board to receive options to purchase Shares;

(j)

“Employee” means:

(i)

an individual who is considered an employee of the Company or an Affiliate under any applicable statutory act;

(ii)

an individual who works full-time for the Company or an Affiliate providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii)

an individual who works for the Company or an Affiliate on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;

(k)

“Exchange” means the CSE or any other stock exchange on which the Shares are listed for trading;

(l)

“Exchange Policies” means the policies, bylaws, rules and regulations of the Exchange governing the granting of options by the Company, as amended from time to time;

(m)

“Expiry Date” means a date not later than 5 years from the date of grant of an option;

(n)

“Insider” has the meaning ascribed thereto in the Securities Act;

(o)

“Investor Relations Activities” means any activities, by or on behalf of the Company or a shareholder of the Company, which promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(i)

the dissemination of information provided, or records prepared, in the ordinary course of business of the Company

(A)

to promote the sale of products or services of the Company, or

(B)

to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(ii)

activities or communications necessary to comply with the requirements of:

(A)

applicable Securities Laws,

(B)

the Exchange, or

(C)

the bylaws, rules or other regulatory instruments of any self- regulatory body or exchange having jurisdiction over the Company;

(iii)

communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

(A)

the communication is only through such newspaper, magazine or publication, and

(B)

the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(iv)

activities or communications that may be otherwise specified by the Exchange;

(p)

“Joint Actor” means a person acting jointly or in concert with another person;

(q)

“Optionee” means the recipient of an option under this Plan;

(r)

“Officer” means any senior officer of the Company or any of its subsidiaries;

(s)

“Plan” means this incentive stock option plan, as amended from time to time;

(t)

“Securities Act” means the Securities Act (British Columbia), as amended from time to time;

(u)

“Securities Laws” means the acts, policies, bylaws, rules and regulations of the securities commissions governing the granting of options by the Company, as amended from time to time; and

(v)

“Shares” means the common shares of the Company without par value.

1.2

Governing Law. The validity and construction of this Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.3

Gender. Throughout this Plan, whenever the singular or masculine or neuter is used, the same shall be construed as meaning the plural or feminine or body politic or corporate, and vice-versa as the context or reference may require.

Part 2

PURPOSE

2.1 Purpose. The purpose of this Plan is to attract and retain Directors, Officers, Employees and Consultants and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through options granted under this Plan to purchase Shares.

Part 3

GRANTING OF OPTIONS

3.1

Administration. This Plan shall be administered by the Board or, if the Board so elects, by a committee (which may consist of only one person) appointed by the Board from its members.

3.2

Committee's Recommendations. The Board may accept all or any part of any recommendations of any committee appointed under Section 3.1 or may refer all or any part thereof back to such committee for further consideration and recommendation.

3.3

Board Authority. Subject to the limitations of this Plan, the Board shall have the authority to:

(a)

grant options to purchase Shares to Eligible Persons;

(b)

determine the terms, limitations, restrictions and conditions respecting such grants;

(c)

interpret this Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan as it shall from time to time deem advisable; and

(d)

make all other determinations and take all other actions in connection with the implementation and administration of this Plan including, without limitation, for the purpose of ensuring compliance with Section 7.1, as it may deem necessary or advisable.

3.4

Grant of Option. A resolution of the Board shall specify the number of Shares that shall be placed under option to each Eligible Person; the exercise price to be paid for such Shares upon the exercise of such option; any applicable hold period; and the period, including any applicable vesting periods required by Exchange Policies or by the Board, during which such option may be exercised.

3.5

Written Agreement. Every option granted under this Plan shall be evidenced by a written agreement between the Company and the Optionee substantially in the form attached hereto as Schedule “A”, containing such terms and conditions as are required

by Exchange Policies and applicable Securities Laws, and, where not expressly set out in the agreement, the provisions of such agreement shall conform to and be governed by this Plan. In the event of any inconsistency between the terms of the agreement and this Plan, the terms of this Plan shall govern.

3.6

Withholding Taxes. If the Company is required under any applicable statutory act or any other applicable law to make source deductions in respect of Employee stock option benefits and to remit to the applicable governmental authority an amount on account of tax on the value of the taxable benefit associated with the issuance of any Shares upon the exercise of options, then any Optionee who is deemed an Employee shall:

(a)

pay to the Company, in addition to the exercise price for such options, the amount necessary to satisfy the required tax remittance as is reasonably determined by the Company;

(b)

authorize the Company, on behalf of the Optionee, to sell in the market on such terms and at such time or times as the Company determines a portion of the Shares issued upon the exercise of such options to realize proceeds to be used to satisfy the required tax remittance; or,

(c)

make other arrangements acceptable to the Company to satisfy the required tax remittance.

Part 4

RESERVE OF SHARES

4.1

Sufficient Authorized Shares to be Reserved. A sufficient number of Shares shall be reserved by the Board to permit the exercise of any options granted under this Plan. Shares that were the subject of any option that has lapsed or terminated shall thereupon no longer be in reserve and may once again be subject to an option granted under this Plan.

4.2

Maximum Number of Shares Reserved. Unless authorized by the shareholders of the Company, this Plan, together with all of the Company’s other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, shall not result, at any time, in the number of Shares reserved for issuance pursuant to options exceeding 10% of the issued and outstanding Shares as at the date of grant of any option under this Plan.

4.3

Limits with Respect to Individuals. The aggregate number of Shares subject to an option that may be granted to any one individual in any 12 month period under this Plan shall not exceed 5% of the issued and outstanding Shares determined at the time of such grant.

4.4

Limits with Respect to Consultants. The aggregate number of Shares subject to an option that may be granted to any one Consultant in any 12 month period under this Plan shall not exceed 2% of the issued and outstanding Shares determined at the time of such grant.

4.5

Limits with Respect to Investor Relations Activities. The aggregate number of Shares subject to an option that may be granted to any one person conducting Investor Relations Activities in any 12 month period under this Plan shall not exceed 2% of the issued and outstanding Shares determined at the time of such grant.

Part 5

CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF OPTIONS

5.1

Exercise Price. Subject to a minimum price of $0.10 per Share and Section 5.2, the exercise price of an option may not be less than the closing market price of the Shares on the trading day immediately preceding the date of grant of the option, less any applicable discount allowed by the Exchange.

5.2

Exercise Price if Distribution. If any options are granted within 90 days of a public distribution by prospectus, then the minimum exercise price shall be the greater of that specified in Section 5.1 and the price per share paid by the investors for Shares acquired under the public distribution. The 90 day period shall commence on the date the Company is issued a final receipt for the prospectus.

5.3

Expiry Date. Each option shall, unless sooner terminated, expire on a date to be determined by the Board which shall not be later than the Expiry Date.

5.4

Different Exercise Periods, Prices and Number. The Board may, in its absolute discretion, upon granting an option under this Plan and subject to the provisions of Section 5.3, specify a particular time period or periods following the date of granting such option during which the Optionee may exercise the option and may designate the exercise price and the number of Shares in respect of which such Optionee may exercise the option during each such time period.

5.5

Termination of Engagement. If a Director, Officer, Employee or Consultant ceases to be so engaged by the Company for any reason other than death, such Director, Officer, Employee or Consultant shall have the right to exercise any vested option granted to such Optionee under this Plan and not exercised prior to such termination within a period of 90 days after the date of termination, or such shorter period as may be set out in the Optionee’s written agreement.

5.6

Termination of Investor Relations Activities. If an Optionee who is engaged in Investor Relations Activities ceases to be so engaged by the Company, such Optionee shall have the right to exercise any vested option granted to the Optionee under this Plan and not exercised prior to such termination within a period of 30 days after the date of termination, or such shorter period as may be set out in the Optionee’s written agreement.

5.7

Death of Optionee. If an Optionee dies prior to the expiry of an option, such Optionee’s heirs or administrators may within 12 months from the date of the Optionee’s death exercise that portion of an option granted to the Optionee under this Plan which remains vested and outstanding.

5.8

Assignment. No option granted under this Plan or any right thereunder or in respect thereof shall be transferable or assignable otherwise than as provided for in Section 5.7.

5.9

Notice. Options shall be exercised only in accordance with the terms and conditions of the written agreements under which they are granted and shall be exercisable only by notice in writing to the Company substantially i n the form attached hereto as Schedule “B”.

5.10

Payment. Options may be exercised in whole or in part at any time prior to their lapse or termination. Shares purchased by an Optionee upon the exercise of an option shall be paid for in full in cash at the time of their purchase.

Part 6

CHANGES IN OPTIONS

6.1

Share Consolidation or Subdivision. In the event that the Shares are at any time subdivided or consolidated, the number of Shares reserved for option and the price payable for any Shares that are then subject to option shall be adjusted accordingly.

6.2

Stock Dividend. In the event that the Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number of Shares reserved for option and the price payable for any Shares that are then subject to option may be adjusted by the Board to such extent as it deems proper in its absolute discretion.

6.3

Effect of a Take-Over Bid. If a bona fide offer to purchase Shares (an “Offer”) is made to an Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Company, within the meaning of Section 1(1) of the Securities Act, the Company shall, upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon all Shares subject to option (the “Option Shares”) shall become vested and such option may be exercised in whole or in part by such Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise pursuant to the Offer. However, if:

(a)

the Offer is not completed within the time specified therein including any extensions thereof; or

(b)

all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to be come vested pursuant to Section 3.4 shall be reinstated. If any Option Shares are returned to the Company under this Section 6.3, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.

6.4

Acceleration of Expiry Date. If, at any time when an option granted under this Plan remains unexercised with respect to any unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of options granted under this Plan

vested, and declare that the Expiry Date for the exercise of all unexercised options granted under this Plan is accelerated so that all options shall either be exercised or shall expire prior to the date upon which Shares must be tendered pursuant to the Offer.

6.5

Effect of a Change of Control. If a Change of Control occurs, all outstanding options shall become vested, whereupon such options may be exercised in whole or in part by the applicable Optionee.

6.6

Other Stock Exchange Listing. In the event that the Company applies or intends to apply for listing on a stock exchange other than the CSE and, based on the policies and requirements of the other stock exchange, the Company believes that any or all options granted hereunder will not be accepted or approved by the other stock exchange, then the Company may, in its sole discretion, immediately cancel any or all options that remains outstanding to meet the listing requirements of the other stock exchange. If the Company cancels any such options pursuant to this Section 6.6, then no compensation will be owed by the Company to the applicable Optionee.

6.7

Approval and Cancellation. In the event that approval from the CSE or other stock exchange, as applicable, is not received for the grant of any options hereunder, each Optionee agrees that the Company may immediately cancel any or all such options that remains outstanding. If the Company cancels any of such options pursuant to this Section 6.7, then no compensation shall be owed by the Comp any to the applicable Optionee.

Part 7

SECURITIES LAWS AND EXCHANGE POLICIES

7.1 Securities Laws and Exchange Policies Apply. This Plan and the granting and exercise of any options hereunder are also subject to such other terms and conditions as are set out from time to time in applicable Securities Laws and Exchange Policies and such terms and conditions shall be deemed to be incorporated into and become a part of this Plan. In the event of an inconsistency between such terms and conditions and this Plan, such terms and conditions shall govern. In the event that the Shares are listed on a new stock exchange, in addition to the terms and conditions set out from time to time in applicable Securities Laws, the granting or cancellation of options shall be governed by the terms and conditions set out from time to time in the policies, bylaws, rules and regulations of the new stock exchange and unless inconsistent with the terms of this Plan, the Company shall be able to grant or cancel options pursuant to the policies, bylaws, rules and regulations of such new stock exchange without requiring shareholder approval.

Part 8

AMENDMENT

8.1

Board May Amend. The Board may, by resolution, amend or terminate this Plan, but no such amendment or termination shall, except with the written consent of the Optionees concerned, affect the terms and conditions of options previously granted under this Plan which have not then lapsed, terminated or been exercised.

8.2

Exchange Approval. Any amendment to this Plan or options granted pursuant to this Plan shall not become effective until such Exchange and shareholder approval as is required by Exchange Policies and applicable Securities Laws has been received.

8.3

Amendment to Insider's Options. Any amendment to options held by Insiders which results in a reduction of the exercise price of the options at the time of the amendment shall be conditional upon obtaining disinterested shareholder approval for that amendment.

Part 9

EFFECT OF PLAN ON OTHER COMPENSATION OPTIONS

9.1

Other Options Not Affected. This Plan is in addition to any other existing stock options granted prior to and outstanding as at the date of this Plan and shall not in any way affect the policies or decisions of the Board in relation to the remuneration of Directors, Officers, Employees and Consultants.

Part 10

OPTIONEE'S RIGHTS AS A SHAREHOLDER

10.1	No Rights Until Option Exercised. An Optionee shall be entitled to the rights pertaining to share ownership, such as to dividends, only with respect to Shares that have been fully paid for and issued to the Optionee upon the exercise of an option.

Part 11

EFFECTIVE DATE OF PLAN

11.1

Effective Date. This Plan shall become effective upon its approval by the Board.

EX1A-6 MAT CTRCT 18 ex6x9_note250k.htm EXHIBIT 6.9

Exhibit 6.9

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.

SECURED CONVERTIBLE PROMISSORY NOTE

No. 2009-01

$250,000.00

April 1, 2009

FOR VALUE RECEIVED, and intending to be legally bound, VirtualArmor, LLC, a Colorado limited liability company ("Company"), promises to pay to Todd Kannegieter, an individual ("Holder"), the principal sum of up to Two Hundred Fifty Thousand Dollars and no/100 ($250,000.00) (the "Principal Amount"), together with interest in arrears on the unpaid principal balance at a rate equal to 7.0% per annum (the "Rate") in the manner provided below.

This Secured Convertible Promissory Note (this "Note") is limited to the aggregate principal amount of $250,000.00 (the "Notes"). Borrower's obligations under the Notes are secured by a subordinated second priority lien on all of the assets of Borrower, as set forth in that ce1iain security agreement of even date herewith between Borrower and Holder(s) (the "Security Agreement").

Line of Credit. This note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balances owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily print-outs.

Payments.

(a)	Principal and Interest.

(i)	The unpaid Principal Amount, together with all unpaid and accrued interest thereon, shall be due and payable when sufficient cash is available for the Borrower to pay unpaid principal and interest.

(ii)

All amounts due under this Note shall accrue interest at the Rate, calculated on the outstanding amount at 5:00pm Mountain time on each day from the date that funds are first extended under this Note through the date this Note is repaid in full, and all accrued and unpaid interest shall be due and payable on the Maturity Date. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to this Note, together with all fees, charges and other amounts which are treated as interest on this Note under applicable law (collectively, the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by Holder in accordance with applicable law, the rate of interest payable in respect of this Note, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate. Any Charges in excess of the Maximum Rate shall be added to the principal of this Note and the interest due hereunder shall be adjusted accordingly.

(b)

Manner of Payment. All payments of the unpaid Principal Amount and accrued and unpaid interest on this Note shall be made in U.S. Dollars to an account designated by Holder or such other place as Holder may designate in writing to Company for such purpose from time to time. If any payment of principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be included in the period of time used for purposes of calculating the amount of interest payable under this Note. "Business Day" means any day other than a Saturday, Sunday or legal holiday in Littleton, Colorado.

Prepayment. Company may, without premium or penalty, at any time and from time to time, upon two (2) days written notice, prepay all or any portion of the outstanding Principal Amount due under this Note without the prior written consent of Holder; provided, that each such prepayment shall be accompanied by accrued interest on the amount of the Principal Amount prepaid, calculated as of the date of such prepayment.

Security. This Note and Company's obligations hereunder are secured by a subordinated, second priority lien on all of the assets of the Company, including all intellectual property (collectively, the "Collateral") pursuant to the terms and conditions of the Security Agreement. Holder recognizes that the Company has granted a first priority lien in favor of Guaranty Bank for purposes of securing a line of credit, as described in the Security Agreement.

Further Assurances. Company agrees that from time to time, at the expense of Company, that it shall promptly execute and deliver all further instruments and documents, and take all further action that Holder may request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable Holder to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Company hereby authorizes Holder to file a record or records, including, without limitation, financing statements, and amendments thereto, in all jurisdictions and with all filing offices as Holder may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to Holder herein.

Recourse. Holder shall have full recourse against Company for the payment of the Principal Amount and all interest due under this Note.

Representations and Warranties of Company. Company hereby represents and warrants that:

(a)

it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado;

(b)

it is qualified to do business and is in good standing in all jurisdictions where necessary in light of the business it conducts;

(c)

it has the full power, authority and legal right to execute, deliver and perform its obligations under this Note;

(d)

the execution, delive1y and performance by Company of this Note have been duly authorized by all necessary corporate action and this Note constitutes the legal, valid and binding obligation of Company, enforceable in accordance with its terms;

(e)

the execution, delivery and performance by Company of this Note do not (i) require any consent or approval of the investors of Company or of any other person or entity that has not been obtained and each such consent and approval that has been obtained is in full force and effect, (ii) violate any provision of any law, rule, regulation, order, writ, judgment or decree applicable to Company or any provision of the articles of organization of Company, or (iii) result in a breach of or constitute a default under any agreement (oral or written) to which Company is a party or by which its assets are affected;

(f)

Company is not in violation of any law, rule, regulation, order, writ, judgment or decree applicable to Company or any provision of the certificate of incorporation or by-laws of Company or any agreement to which Company is a party or by which its assets are affected; and

(g)

no authorization, approval or other action by any governmental authority or regulatory body is required for either (i) the pledge or grant by Company of the Collateral in favor of Holder hereunder or (ii) the exercise by Holder of any rights or remedies in respect of the Collateral.

Defaults.

(a)

Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):

(i)

If Company shall fail to pay the unpaid Principal Amount and all unpaid and accrued interest thereon on the Maturity Date;

(ii)

If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal, state or foreign law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Company shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against Company, in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of Company's creditors; or (v) admit in writing Company's inability to pay its debts as they become due;

(iii)

If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Company in an :involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Company or a substantial portion of Company's properties, or (iii) orders the liquidation of Company, and in each case the order or decree is not dismissed within 60 days;

(iv)

If any representation or warranty made by Company in this Note proves to have been false or incorrect in any material respect on the date as of which it is made; or

(v)

If the Company defaults under any other Note as contemplated in the Security Agreement, any of its obligations under the Security Agreement or any other obligations under any other agreement between the parties.

(b)

Remedies. Upon the occurrence of an Event of Default specified in Section 8(a) hereof, the unpaid Principal Amount of this Note, together with all unpaid and accrued interest and all other amounts payable hereunder, shall become due and payable hereunder, without presentment, demand, notice, protest or other requirement of any kind, all of which are expressly waived by Company. Upon the occurrence and during the continuance of any Event of Default, Holder may exercise any and all rights and remedies available to it under applicable law, including, without limitation, the right to collect from Company all sums due under this Note or to exercise in respect of the Collateral all the rights and remedies of Holder on default under the Uniform Commercial Code as in effect from time to time in the State of Colorado (except as may be limited by applicable Bankruptcy Law). Company shall pay all reasonable costs and expenses of collection incurred by or on behalf of Holder as a result of an Event of Default including, without limitation, reasonable attorneys' fees and court costs.

Miscellaneous.

(a)

Waiver. The rights and remedies of Holder under this Note shall be cumulative and not alternative. No waiver by Holder of any right or remedy under this Note shall be effective unless in writing signed by Holder. No failure to exercise, delay in exercising, or single or partial exercise of any right or remedy by Holder, and no course of dealing between Company and Holder, shall constitute a waiver of, or shall preclude any other or further exercise of the same right or remedy. Company hereby waives presentment, demand, protest and notice of dishonor and protest.

(b)	Notices. Any notice required or permitted to be given hereunder shall be given in accordance with Section 8 of the Security Agreement.

(c)	Severability. If any provision in this Note is construed to be invalid, illegal or unenforceable, then the remaining provisions shall not in any way be affected thereby and shall be enforced without regard thereto.

(d)

Governing Law: Forum. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF COLORADO. ANY SUIT OR DISPUTE HEREUNDER SHALL BE ADJUDICATED BY A FEDERAL OR STATE COURT OF PROPER JURISDICTION IN BOULDER COUNTY, COLORADO.

(e)

Assignment. This Note shall be binding upon and inure to the benefit of Company and Holder and their respective successors and assigns, except that neither party may assign or transfer (including transfer by operation of law) any of its rights or obligations under this Note without the prior written consent of the other party.

(f)	Priority. All rights and priorities of the authorized Holder of this Note and the indebtedness evidenced hereby shall rank pari passu in all respects with the rights and priorities accorded the other authorized Holders of the Notes.

(g)	Section Headings. The section and subsection headings in this Note are for convenience of reference only, do not constitute a part of this Note, and shall not affect its interpretation.

(h)

References. All words used in this Note shall be construed to be of such number and gender as the context requires or permits. Unless a particular context clearly provides otherwise, the words "hereof" and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, Company has executed this Note as of the date first stated above.

	VirtualArmour, LLC /s/ Christopher T. Blisard Name: Christopher T. Blisard Title: Chairman of the Board

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement") is made as of April 1, 2009, by and between VirtualArmor, LLC, a Colorado limited liability company ("Debtor"), and Todd L. Kannegieter, an individual ("Kannegieter") (Kannegieter is referred to as a "Secured Party").

Recitals

A. Debtor has agreed to borrow from Secured Party, and Secured Party have agreed to lend, up to the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000), subject to certain conditions (the "Loan");

B. As of the date hereof, Debtor has executed and delivered to Kannegieter a secured promissory note (revolving line of credit) in the principal amount up to $250,000.00 (the "Kannegieter Note") (the Kannegieter Note is referred to as a "Note");

C. Debtor has previously granted a first priority security interest to Guaranty Bank to secure its credit facility (the "Vectra Loan") and the security interest granted herein shall be subordinate to the Vectra Loan; and

D. As a condition to the obligation of the Secured Party to loan such amounts to Debtor, Debtor is required to enter into this Security Agreement and to grant to the Secured Party a subordinated security interest in the Collateral (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the patty hereto agree as follows:

Agreement

Section 1. DEFINITIONS: INTERPRETATION.

1.1. As used in this Agreement, the following terms shall have the following meanings:

"Collateral" has the meaning set forth in Section 2.

"Event of Default " has the meaning set forth in Section 6.

"Lien" means any mortgage, deed of trust, pledge, security interest, assignment , deposit arrangeement, charge or encumbrance, lien, or other type of preferential arrangement.

"Obligations" means: (a) the indebtedness, liabilities and other obligations of Debtor to Secured Party under or in connection with this Agreement and the Note, as such Agreement and Note may be amended, supplemented or modified, including, without limitation, all unpaid principal of the Note, all interest accrued thereon, all fees and all other amounts payable by Debtor to Secured Party thereunder or in co1mection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and (b) in the event of any proceeding to enforce the collection of amounts due under the Note and this Agreement in which Secured Party are the prevailing party, all court costs, expert witness fees and reasonable attorneys ' fees

"Person" means an individual, corporation, partnership, joint venture, bust, unincorporated organization, governmental agency or authority, or any other entity of whatever nature.

"Permitted Lien" means (i) the Lien created in connection with the Vectra Loan, (ii) any Lien in favor of Secured Party, (iii) Liens for taxes, fees, assessments, or other governmental charges which are not delinquent or remain payable without penalty; (iv) carriers', warehousemen's mechanics', landlords', materialmen's, repairmens's, or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which have the effect of preventing the forfeiture or sale of the property subject to such Liens; (v) Liens consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance or other social security legislation; (vi) Liens incurred in the ordinary course of business securing (A) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, or statutory obligations, (B) contingent obligations on surety and appeal bonds, and (C) other non-delinquent obligations of a similar nature; (vii) Liens consisting of judgment or judicial attachment liens, provided that such Liens do not arise out of circumstances which would constitute an Event of Default hereunder; (viii) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, if monetary, are not in the aggregate substantial in amount, and which, in any event, (A) do not materially detract from the value of the property subject to such Lien as used in the ordinary course of Debtor's business, or (B) interfere with the ordinary conduct of Debtor's business; and (ix) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off, or similar rights or remedies as to deposit accounts or other funds maintained with a creditor depository institution.

"Secured Agent" has the meaning set forth in Section 7.3.

"UCC" means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Colorado; provided however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Colorado, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachments, perfection or priority and for purposes of definitions related to such provisions.

1.2. Where applicable and except as otherwise defined herein, terms used inthis Agreement shall have the meanings assigned to them in the UCC.

1.3. In this Agreement, (i) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined ; and (ii) the captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

Section 2. SECURITY INTEREST.

2.1. This Security Agreement is entered into in connection with the Notes. Subject to Section 7 below , all rights and priorities of each Secured Party, including the right of repayment under a Note, shall rank pari passu in all respects with the rights and priorities accorded the other Secured Party under the other Notes.

2.2. As security for the payment and performance of the Obligations, Debtor hereby pledges, assigns , transfers, hypothecates and sets over to Secured Party, and hereby grants to Secured Party a security interest (hereinafter called "Security Interest") in and to all of its right, title and interest in, to and under all of the assets, prope1iies and rights of Debtor, including without limitation all personal and fixture property of Debtor of every kind and nature, wherever located , whether now owned or hereafter acquired or arising, including, without limitation, the following (collectively referred to herein as the "Collateral"):

(a) all accounts, accounts receivable, contract rights, general intangibles, chattel paper (whether tangible or electronic), notes, drafts, acceptances, and all other debts, obligations and liabilities in whatever form owing to Debtor from any person, firm, corporation or other legal entity whether now existing or hereafter arising or acquired (collectively, "Accounts");

(b) all now owned or hereafter acquired and wherever located goods, merchandise and other personal property which are held for sale or lease or to be furnished under contracts of service or held as raw materials, work in process or finished goods and supplies or materials used or consumed in Debtor's business or used in connection with the manufacture, packing, shipping or advertising of such goods (collectively, "Inventory");

(c) all now existing or hereafter acquired machinery, equipment, furniture and fixtures, including replacements, substitutions, additions or accessions thereto , wherever located (collectively, "Machinery and Equipment");

(d) all documents, policies and certificates of insurance and classes in action, whether now or hereafter existing;

(e) all instruments, letters of credit (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and other investment property, and cash owned by Debtor or in which Debtor has an interest, which now or hereafter are at any time in possession or control of Secured Party or in transit by mail or carrier to or from Secured Party or in the possession of any third party acting in Secured Party's behalf , without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party has conditionally released the same;

(f) all books, records, ledger sheets and other records relating to the foregoing;

(g) all customer lists, purchase orders, contract rights, trademarks, trade names, copyrights, patents, processes, and all applications therefor, know-how, trade secrets, confidential information , goodwill, assumed names, and all other intellectual prope1ty; and

(h) all proceeds, products , offspring, rents and profits of the foregoing, including, without limitation, proceeds of insurance.

2.3. This Agreement shall create a continuing security interest in the Collateral, which shall remain in effect until terminated in accordance with Section 15 hereof.

2.4. Secured Party acknowledges and agree that the Security Interest granted herein shall be subordinate to the Vectra Loan and further agree to execute all documents necessary or desirable to memorialize this subordination.

Section 3. FINANCING STATEMENTS.

At the request of Secured Party, Debtor will execute such financing statements, continuation statements, notices and other documents with respect to the Collateral pursuant to the Uniform Commercial Code and otherwise as Secured Party may request, in form satisfactory to Secured Party, and Debtor will pay the cost of filing the same in all public offices where filing is reasonably necessary.

Section 4. REPRESENTATIONS AND WARRANTIES . DEBTOR REPRESENTS AND WARRANTS TO SECURED PARTY THAT:

4.1. Debtor is a corporation duly organized, validly existing and in good standing under the law of the jurisdiction of its incorporation and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

4.2. The execution, delivery and performance by Debtor of this Agreement have been duly authorized by all necessary corporate action of Debtor, and this Agreement constitutes the legal, valid and binding obligation of Debtor, enforceable against Debtor in accordance with its terms.

4.3. No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental authority or agency, or approval or consent of any other Person, is required for the due execution, delivery or performance by Debtor of this Agreement.

4.4. The execution, performance and delivery of this Agreement, the Notes, and the transactions contemplated thereby are not and will not be in conflict with, or result in a breach of, or constitute a default under, any provision of any of the organizational documents of Debtor or any contract, agreement, mortgage, trust or other indenture to which Debtor is a party or is bound, or by any order, rule, regulation or law of any jurisdiction binding on Debtor

4.5 Debtor is the sole and complete owner of the Collateral, and has good and marketable title to the Collateral, free from any Lien except for Permitted Liens.

Section 5. COVENANTS. So long as any of the Obligations remain unsatisfied, Debtor agrees that:

5.1. Debtor shall appear in and defend any action, suit or proceeding which may affect to a material extent its title to, or right or interest in, or Secured Party' right or interest in, the Collateral, and shall do and perform all reasonable acts that may be necessary and appropriate to maintain , preserve and protect the Collateral.

5.2. Debtor shall comply in all material respects with all laws, regulations and ordinances relating in a material way to the possession , operation, maintenance and control of the Collateral.

5.3. Debtor shall give prompt written notice to each Secured Party (and in any event not later than 30 days following any change described below in this subsection) of: (i) any change in its name, (ii) any changes in, additions to or other modifications of its trade names and trade styles, and (iii) any changes in its identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading.

5.4. Debtor will not sell or otherwise dispose of, or offer to sell or otherwise dispose of, the Collateral or any interest therein except for (i) sales and leases of inventory in the ordinary course of business, (ii) the use of cash and cash equivalents (including securities) in the ordinary course of business and (iii) so long as no default has occurred and is continuing under this Agreement or the Note, sales or other dispositions of obsolescent items of equipment consistent with past practices .

5.5. Debtor shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any security interest in or lien on the Collateral, except for the security interest and liens created in favor of Secured Party under this Agreement and except for Permitted Liens. Debtor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests in any of the Collateral adverse to Secured Party.

5.6. Debtor shall maintain and preserve its corporate existence, its rights to transact business and all other rights, franchises and privileges necessary or desirable in the normal course of its business and operations and the ownership of the Collateral, except in connection with any transactions expressly permitted by the Note.

Section 6. EVENTS OF DEFAULT. Any of the following events which shall occur and be continuing shall constitute an "Event of Default":

6.1. Debtor shall fail to pay on the date due all or any of the Obligations.

6.2. An Event of Default under any Note.

6.3. Any material representation or warranty by Debtor under or in c01mection with this Agreement or the Notes shall prove to have been incorrect in any material respect when made or deemed made.

6.4. Any material misstatement or misrepresentation in any document provided by Debtor or Debtor's representative to Secured Party or Secured Party' representative.

6.5. A failure of Secured Party to have a valid and enforceable perfected security interest in the Collateral prior to all Persons except for the Permitted Liens.

6.6. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal, state or foreign law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Debtor shall (a) commence a voluntary case or proceeding; (b) consent to the entry of an order for relief against Debtor, in an involuntary case; (c) consent to the appointment of a trustee, receiver, assignee , liquidator or similar official; (d) make an assignment for the benefit of Debtor's creditors; (e) admit in writing Debtor's inability to pay its debts as they become due; or (f) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Debtor in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Debtor or a substantial portion of Debtor's properties, or (iii) orders the liquidation of Debtor, and in each case the order or decree is not dismissed within 60 days.

6.7. Debtor shall (i) liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution), (ii) suspend its operations other than in the ordinary course of business, or (iii) take any corporate action to authorize any of the actions or events set forth above in this Section 6.

Section 7. REMEDIES.

7.1. Upon the occurrence and continuance of any Event of Default, Secured Party, acting through the Secured Agent, may declare any of the Obligations to be immediately due and payable and shall have, in addition to all other rights and remedies granted to it in this Agreement, all rights and remedies of a secured party under the UCC and other applicable laws.

7.2. The Collateral shall be applied first to the payment of the reasonable costs and expenses of Secured Party in exercising or enforcing their rights hereunder and in collecting or attempting to collect any of the Collateral; and second to the payment of the Obligations. Any surplus thereof that exists after payment and performance in full of the Obligations shall be promptly paid over to Debtor or otherwise disposed of in accordance with the UCC or other applicable law. Debtor shall remain liable to Secured Party, as the case may be, for any deficiency that exists after any sale or other disposition or collection of Collateral. All payments hereunder shall be made pro-rata based on the Secured Party' relative participation in the Loans.

7.3 The remedies described in this Section 7 only shall be exercised by an agent acting on behalf of Secured Party, who shall be selected by the mutual consent of the Secured Party (the "Secured Agent"). The Debtor shall not be obligated to take any action under this Section 7, unless the Secured Agent requests such action. The Secured Party shall be bound by the actions, commitments and agreements of Secured Agent, and shall, upon request by the Secured Agent, enter into such agreements or sign such other documents or instruments that the Secured Agent deems appropriate or necessary in the exercise of the Secured Party rights hereunder. Secured Party agree to bring no claim or proceeding, whether in law or equity, against the Secured Agent for such agent's actions hereunder.

Section 8. NOTICES. All notices or other communications hereunder shall be in writing (including by facsimile transmission) and mailed , sent or delivered to the respective party hereto at or to their respective addresses or facsimile numbers set forth below their names on the signature pages hereof, or at or to such other address or facsimile number as shall be designated by any party in a written notice to the other party hereto. All such notices and other communications shall be effective (i) if delivered by hand, when delivered ; (ii) if sent by mail, upon the earlier of the date of receipt or five business days after deposit in the mail, first class; and (iii) if sent by facsimile transmission, when sent.

Section 9. SECURITY ONLY. This Agreement and the grant of the Security Interest shall not be deemed in any way to constitute a payment or satisfaction of all or any part of the Obligations. Notwithstanding anything to the contrary appearing in the Agreement, the Security Interest is granted and assigned to the Secured Party by way of collateral security only and, accordingly, each Secured Party by its acceptance hereof shall not be deemed to have assumed or become liable for any of the obligations or liabilities of Debtor arising with respect to any of the Collateral, whether provided for by the terms thereof, arising by operation of law, or otherwise. Debtor hereby acknowledges that Debtor remains liable thereunder to the same extent as though this Agreement had not been made.

Section 10. INDEMNITY. Debtor agrees to defend, indemnify and hold harmless each Secured Party and their respective officers, employees, and agents against (a) all obligations, demands , claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement and (b) all losses or reasonable expenses in any way suffered, incurred , or paid by each Secured Party as a result of or in any way arising out of, following or consequential to transactions between each Secured Party and Debtor under this Agreement, the Note or any other indebtedness, obligation or liability of Debtor to each Secured Party (including without limitation , reasonable attorneys fees and expenses), except for losses arising from or arising out of any Secured Party's negligence or misconduct.

Section 11. No WAIVER; CUMULATIVE REMEDIES. No failure on the part of Secured Party or Secured Agent to exercise, and no delay in exercising, any right, remedy , power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right , remedy , power or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to Secured Party.

Section 12. BINDING EFFECT. This Agreement shall be binding upon , inure to the benefit of and be enforceable by Debtor, Secured Party and their respective successors and assigns .

Section 13. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the law of the State of Colorado, except as required by mandatory provisions of law and to the extent the validity or perfection of the security interests hereunder, or the remedies hereunder, in respect of any Collateral are governed by the law of a jurisdiction other than Colorado.

Section 14. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire agreement of the party with respect to the subject matter hereof and shall not be amended except by the written agreement of Debtor and a majority in interest of the outstanding principal amount of the Notes.

Section 15. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If , however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement, or the validity or effectiveness of such provisions in any other jurisdiction.

Section 16. COUNTERPARTS . This Agreement may be delivered by facsimile and may be executed in any number of counterparts and by different party hereto in separate counterparts, each which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

Section 17. TERMINATION. Upon payment and performance in full of all Obligations, this Agreement shall terminate and Secured Party shall promptly execute and deliver to Debtor such documents and instruments reasonably requested by Debtor as shall be necessary to evidence termination of all security interests given by Debtor to Secured Party hereunder.

[signature page follows]

IN WITNESS WHEREOF, the party hereto have duly executed this Security Agreement as of the date first above written.

	DEBTOR: VirtualArmour, LLC By: /s/ Christopher T. Blisard Christopher T. Blisard, Charman of the Board Address: SECURED PARTY: By: /s/ Todd Kannegieter Name: Todd Kannegieter Address:

EX1A-6 MAT CTRCT 19 ex6x10_note40k.htm EXHIBIT 6.10

Exhibit 6.10

THIS SECURED CONVERTIBLE PROMISSORY NOTE (THIS "NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.

SECURED CONVERTIBLE PROMISSORY NOTE

No. 2010-01

$40,000.00

November 1, 2011

FOR VALUE RECEIVED, and intending to be legally bound, VirtualArmor, LLC, a Colorado limited liability company ("Company"), promises to pay to Todd Kannegieter, an individual ("Holder"), the principal sum of up to Forty Thousand Dollars and no/100 ($40,000.00) (the "Principal Amount"), together with interest in arrears on the unpaid principal balance at a rate equal to 7.0% per annum (the "Rate") in the manner provided below.

This Secured Convertible Promissory Note (this "Note") is limited to the aggregate principal amount of $40,000 (the ''Notes,"). Borrower's obligations under the Notes are secured by a subordinated second priority lien on all of the assets of Borrower, as set forth in that certain security agreement of even date herewith between Borrower and Holder(s) (the "Security Agreement").

Payments.

(a)

Principal and Interest.

(i)

The unpaid Principal Amount, together with all unpaid and accrued interest thereon, shall be due and payable on a sixty (60) month amortization schedule through October 31, 2016 (the "Maturity Date":),

(ii)

All amounts .due under this Note shall accrue interest on each day from the date that funds are first extended under this Note through the date this Note is repaid in full at an annual rate of 7%, and all accrued and unpaid interest shall be due and payable on the Maturity Date.

(b)

Manner of Payment. All payments of the unpaid Principal Amount and accrued and unpaid interest on this Note shall be made to an account designated by Holder or such other place as Holder may designate in writing to Company for such purpose from time to time. If any payment of principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be included in the period of time used for purposes of calculating the amount of interest payable under this Note. "Business Day" means any day other than a Saturday, Sunday or legal holiday in Littleton, Colorado.

Recourse. Holder shall have full recourse against Company for the payment of the Principal Amount and all interest due under this Note.

Representations and Warranties of Company. Company hereby represents and warrants that:

(a)

it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado;

(b)

it is qualified to do business and is in good standing in all jurisdictions where necessary in light of the business it conducts;

(c)

it has the full power, authority and legal right to execute, deliver and perform its obligations under this Note;

(d)

(e)

(f)

(g)

Defaults.

(a)

Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):

(i)

If Company shall fail to pay the unpaid Principal Amount and all unpaid and accrued interest thereon on the Maturity Date;

(ii)

(iii)

(iv)

If any representation or warranty made by Company in this Note proves to have been false or incorrect in any material respect on the date as of which it is made; or

(v)

(b)

Remedies. Upon the occurrence of an Event of Default specified in Section 8(a) hereof, the unpaid Principal Amount of this Note, together with all unpaid and accrued interest and all other amounts payable hereunder, shall become due and payable herewith, without presentment, demand, notice, protest or other requirement of any kind, all of which are expressly waived by Company. Upon the occurrence and during the continuance of any Event of Default, Holder may exercise any and all rights and remedies available to it under applicable law, including, without limitation, the right to collect from Company all sums due under this Note or to exercise in respect of the Collateral all the rights and remedies of Holder on default under the Uniform Commercial Code as in effect from time to time in the State of Colorado (except as may be limited by applicable Bankruptcy Law). Company shall pay all reasonable costs and expenses of collection incurred by or on behalf of Holder as a result of an Event of Default including, without limitation, reasonable attorneys' fees and court costs.

Miscellaneous.

(a)

(b)

Notices. Any notice required or permitted to be given hereunder shall be given in accordance with Section 8 of the Security Agreement.

(c)

Severability. If any provision in this Note is construed to be invalid, illegal or unenforceable, then the remaining provisions shall not in any way be affected thereby and shall be enforced without regard thereto.

(d)

Governing Law; Forum. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF COLORADO. ANY SUIT OR DISPUTE HEREUNDER SHALL BE ADJUDICATED BY A FEDERAL OR STATE COURT OF PROPER WRISDICTION IN BOULDER COUNTY, COLORADO.

(e)

Assignment. This Note shall be binding upon and inure to the benefit of Company and Holder and their respective successors and assigns, except that

neither party may assign or transfer (including transfer by operation of law) any of its rights or obligations under this Note without the prior written consent of the other party.

(f)

Priority. All rights and priorities of the authorized Holder of this Note and the indebtedness evidenced hereby shall rank pari passu in all respects with the rights and priorities accorded the other authorized Holders of the Notes.

(g)

Section Headings. The section and subsection headings in this Note are for convenience of reference only, do not constitute a part of this Note, and shall not affect its interpretation.

(h)

References. All words used in this Note shall be construed to be of such number and gender as the context requires or permits. Unless a particular context clearly provides othe1wise, the words "hereof" and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, Company has executed this Note as of the date first stated above.

	VirtualArmour, Inc. /s/ Christopher T. Blisard Name: Christopher T. Blisard Title: Chairman of the Board

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement") is made as of November 1, 2011, by and between VirtualArmor, LLC, a Colorado limited liability company ("Debtor"), and Todd L. Kannegieter, an individual ("Kannegieter") (Kannegieter is referred to as a "Secured Party").

Recitals

A. Debtor has agreed to borrow from Secured Party, and Secured Party have agreed to lend, up to the aggregate amount of Forty Thousand Dollars ($40,000), subject to certain conditions (the "Loan");

B. As of the date hereof, Debtor has executed and delivered to Kannegieter a secured promissory note in the principal amount of $40,000.00 (the "Kannegieter Note") (the Kannegieter Note is referred to as a "Note");

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the party hereto agree as follows:

Agreement

Section 1. DEFINITIONS: INTERPRETATION.

1.1. As used in this Agreement, the following terms shall have the following meanings:

"Collateral" has the meaning set forth in Section 2.

"Event of Default " has the meaning set forth in Section 6.

"Lien" means any mortgage, deed of trust, pledge, security interest, assignment , deposit arrangement, charge or encumbrance, lien, or other type of preferential arrangement.

"Person" means an individual, corporation, partnership, joint venture, trust, unincorporated organization , governmental agency or authority, or any other entity of whatever nature.

"Permitted Lien" means (i) the Lien created in connection with the Vectra Loan, (ii) any Lien in favor of Secured Party, (iii) Liens for taxes, fees, assessments, or other governmental charges which are not delinquent or remain payable without penalty; (iv) carriers', warehousemen's mechanics', landlords', materialmen's, repairmen's, or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which have the effect of preventing the forfeiture or sale of the property subject to such Liens; (v) Liens consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance or other social security legislation; (vi) Liens incurred in the ordinary course of business securing (A) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, or statutory obligations, (B) contingent obligations on surety and appeal bonds, and (C) other non-delinquent obligations of a similar nature; (vii) Liens consisting of judgment or judicial attachment liens, provided that such Liens do not arise out of circumstances which would constitute an Event of Default hereunder; (viii) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, if monetary, are not in the aggregate substantial in amount, and which, in any event, (A) do not materially detract from the value of the prope1ty subject to such Lien as used in the ordinary course of Debtor's business, or (B) interfere with the ordinary conduct of Debtor's business; and (ix) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off, or similar rights or remedies as to deposit accounts or other funds maintained with a creditor depository institution

"Secured Agent" has the meaning set faith in Section 7.3.

1.2. Where applicable and except as otherwise defined herein, terms used inthis Agreement shall have the meanings assigned to them in the UCC.

Section 2. SECURITY INTEREST.

2.2. As security for the payment and performance of the Obligations, Debtor hereby pledges, assigns , transfers, hypothecates and sets over to Secured Party, and hereby grants to Secured Party a security interest (hereinafter called "Security Interest") in and to all of its right, title and interest in, to and under all of the assets, properties and rights of Debtor, including without limitation all personal and fixture property of Debtor of every kind and nature, wherever located , whether now owned or hereafter acquired or arising, including, without limitation, the following (collectively referred to herein as the "Collateral"):

(b) all now owned or hereafter acquired and wherever located goods, merchandise and other personal property which are held for sale or lease or to be furnished under contracts of service or held as raw materials, work in process or finished goods and supplies or materials used or consumed in Debtor 's business or used in connection with the manufacture, packing, shipping or advertising of such goods (collectively, "Inventory");

(d) all documents, policies and certificates of insurance and classes in action, whether now or hereafter existing;

(f) all books, records, ledger sheets and other records relating to the foregoing;

(h) all proceeds, products , offspring, rents and profits of the foregoing, including, without limitation, proceeds of insurance.

2.3. This Agreement shall create a continuing security interest in the Collateral, which shall remain in effect until terminated in accordance with Section 15 hereof.

Section 3. FINANCING STATEMENTS.

Section 4. REPRESENTATIONS AND WARRANTIES . DEBTOR REPRESENTS AND WARRANTS TO SECURED PARTY THAT:

4.5 Debtor is the sole and complete owner of the Collateral, and has good and marketable title to the Collateral, free from any Lien except for Permitted Liens.

Section 5. COVENANTS. So long as any of the Obligations remain unsatisfied, Debtor agrees that:

5.2. Debtor shall comply in all material respects with all laws, regulations and ordinances relating in a material way to the possession , operation, maintenance and control of the Collateral.

Section 6. EVENTS OF DEFAULT. Any of the following events which shall occur and be continuing shall constitute an "Event of Default":

6.1. Debtor shall fail to pay on the date due all or any of the Obligations.

6.2. An Event of Default under any Note.

6.3. Any material representation or warranty by Debtor under or in c01mection with this Agreement or the Notes shall prove to have been incorrect in any material respect when made or deemed made.

6.4. Any material misstatement or misrepresentation in any document provided by Debtor or Debtor's representative to Secured Party or Secured Party' representative.

6.5. A failure of Secured Party to have a valid and enforceable perfected security interest in the Collateral prior to all Persons except for the Permitted Liens.

6.6. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal, state or foreign law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Debtor shall (a) commence a voluntary case or proceeding; (b) consent to the entry of an order for relief against Debtor, in an involuntary case; (c) consent to the appointment of a trustee, receiver, assignee , liquidator or similar official; (d) make an assignment for the benefit of Debtor 's creditors; (e) admit in writing Debtor's inability to pay its debts as they become due; or (f) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Debtor in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Debtor or a substantial portion of Debtor's properties, or (iii) orders the liquidation of Debtor, and in each case the order or decree is not dismissed within 60 days.

Section 7. REMEDIES.

Section 12. BINDING EFFECT. This Agreement shall be binding upon , inure to the benefit of and be enforceable by Debtor, Secured Party and their respective successors and assigns .

[signature page follows]

IN WITNESS WHEREOF, the party hereto have duly executed this Security Agreement as of the date first above written.

	DEBTOR: VirtualArmour, LLC By: /s/ Christopher T. Blisard Christopher T. Blisard, Charman of the Board Address: SECURED PARTY: By: /s/ Todd Kannegieter Name: Todd Kannegieter Address:

EX1A-6 MAT CTRCT 20 ex6x11x1_note90k.htm EXHIBIT 6.11.1

Exhibit 6.11.1

THIS SECURED CONVERTIBLE PROMISSORY NOTE (THIS "NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED , PLEDGED OR HYPOTHECATED, UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.

SECURED CONVERTIBLE PROMISSORY NOTE

No. 2017-01

$90,000.00

June 1, 2017

FOR VALUE RECEIVED, and intending to be legally bound, VirtualArmour International Inc., a Colorado corporation ("Company"), promises to pay to Christopher T. Blisard, an individual ("Holder"), the principal sum of up to Ninety Thousand Dollars and no/100 ($90,000.00) (the "Principal Amount"), together with interest in arrears on the unpaid principal balance at a rate equal to 7.0% per annum (the "Rate") in the manner provided below.

This Secured Convertible Promissory Note (this "Note") is one of an authorized issue of the Company's convertible promissory notes issued in similar denominations, numbered consecutively and limited to the aggregate principal amount of $90,000 (the "Notes"). Borrower's obligations under the Notes are secured by a subordinated second priority lien on all of the assets of Borrower, as set forth in that certain security agreement of even date herewith between Borrower and Holder(s) (the "Security Agreement").

Payments.

(a)

Principal and Interest.

(i)

The unpaid Principal Amount, together with all unpaid and accrued interest thereon, shall be due and payable upon the award of the I) days following the date hereof (the "Maturity Date"), subject to the conversion of this Note into membership units of the Company (the "Membership Units") pursuant to Section 4 below and the other terms contained herein.

(ii)

(b)

Manner of Payment. All payments of the unpaid Principal Amount and accrued and unpaid interest on this Note shall be made by wire transfer of i1m11ediately available funds in lawful U.S. Dollars to an account designated by Holder or such other place as Holder may designate in writing to Company for such purpose from time to time. If any payment of principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be included in the period of time used for purposes of calculating the amount of interest payable under this Note. "Business Day" means any day other than a Saturday, Sunday or legal holiday in Littleton, Colorado.

Security. This Note and Company's obligations hereunder are secured by a subordinated, second priority lien on all of the assets of the Company, including all intellectual property (collectively, the "Collateral") pursuant to the terms and conditions of the Security Agreement. Holder recognizes that the Company has granted a first priority lien in favor of LSQ Funding Group, L.C. for purposes of securing a line of credit, as described in the Security Agreement.

Conversion.

(a)

Conversion. The Holder may, upon prior written consent of the Company, elect to convert all or a portion of the unpaid principal and interest hereunder into Membership Units at $1.00 per Membership Unit. Holder shall exercise this right by: (i) providing written notice to Company which states the amount of outstanding principal and interest to be converted into Membership Units; and (ii) surrendering this Note at the offices of Company or such other location mutually determined by Company and Holder against delivery of that number of Membership Units equal to the quotient of (x) the outstanding principal balance and interest being converted as stated in such written notice, divided by (y) the Conversion Rate. The Company may refuse to accept such conversion in its sole and absolute discretion. At such time as such Conversion has been effected, the rights of the holder of this Note in any indebtedness so converted will cease and this Note shall be null and void to the extent of such indebtedness. In the event any indebtedness remains unpaid, the Company shall issue a new convertible promissory note with the same terms and condition s as contained herein in the amount of any such unpaid indebtedness.

(b)

No Fractional Shares. No fractional Membership Units shall be issued upon the conversion of this Note. In lieu of issuing any fractional units, Company shall pay to the Holder in cash any remainder resulting after the number of whole Membership Units is determined as a result of the conversion.

Further Assurances. Company agrees that from time to time, at the expense of Company, that it shall promptly execute and deliver all further instruments and documents, and take all further action that Holder may request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable Holder to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Company hereby authorizes Holder to file a record or records , including, without limitation , financing statements, and amendments thereto, in all jurisdictions and with all filing offices as Holder may determine , in its sole discretion , are necessary or advisable to perfect the security interest granted to Holder herein.

Recourse. Holder shall have full recourse against Company for the payment of the Principal Amount and all interest due under this Note.

Representations and Warranties of Company. Company hereby represents and warrants that:

(a)

it is a Corporation duly organized, validly existing and in good standing under the laws of the State of Colorado;

(b)

it is qualified to do business and is in good standing in all jurisdictions where necessary in light of the business it conducts;

(c)

it has the full power, authority and legal right to execute, deliver and perform its obligations under this Note;

(d)

the execution, delivery and performance by Company of this Note have been duly authorized by all necessary corporate action and this Note constitutes the legal, valid and binding obligation of Company, enforceable in accordance with its terms;

(e)

(f)

(g)

Defaults.

(a)

Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):

(i)

If Company shall fail to pay the unpaid Principal Amount and all unpaid and accrued interest thereon on the Maturity Date;

(ii)

If , pursuant to or within the meaning of the United States Bankruptcy Code or any other federal, state or foreign law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Company shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against Company, in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of Company's creditors; or (v) admit in writing Company' s inability to pay its debts as they become due;

(iii)

If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Company in an involuntary case, (ii) appoints a trustee , receiver, assignee, liquidator or similar official for Company or a substantial portion of Company's properties, or (iii) orders the liquidation of Company, and in each case the order or decree is not dismissed within 60 days;

(iv)

If any representation or warranty made by Company in this Note proves to have been false or incorrect in any material respect on the date as of which it is made; or

(v)

If the Company defaults under any other Note as contemplated in the Security Agreement , any of its obligations under the Security Agreement or any other obligations under any other agreement between the parties.

(b)

exercise any and all rights and remedies available to it under applicable law, including, without limitation, the right to collect from Company all sums due under this Note or to exercise in respect of the Collateral all the rights and remedies of Holder on default under the Uniform Commercial Code as in effect from time to time in the State of Colorado (except as may be limited by applicable Bankruptcy Law). Company shall pay all reasonable costs and expenses of collection incurred by or on behalf of Holder as a result of an Event of Default including, without limitation, reasonable attorneys' fees and court costs.

Miscellaneous.

(a)

Waiver. The rights and remedies of Holder under this Note shall be cumulative and not alternative. No waiver by Holder of any right or remedy under this Note shall be effective unless in a writing signed by Holder. No failure to exercise, delay in exercising, or single or partial exercise of any right or remedy by Holder, and no course of dealing between Company and Holder, shall constitute a waiver of, or shall preclude any other or further exercise of the same right or remedy. Company hereby waives presentment, demand, protest and notice of dishonor and protest.

(b)

Notices. Any notice required or permitted to be given hereunder shall be given in accordance with Section 8 of the Security Agreement.

(c)

(d)

(e)

Assignment. This Note shall be binding upon and inure to the benefit of Company and Holder and their respective successors and assigns, except that neither party may assign or transfer (including transfer by operation of law) ai1y of its rights or obligations under this Note without the prior written consent of the other party.

(f)

(g)

Section Headings. The section and subsection headings in this Note are for convenience of reference only, do not constitute a part of this Note, and shall not affect its interpretation.

(h)

References. All words used in this Note shall be construed to be of such number and gender as the context requires or permits. Unless a particular context clearly provides otherwise, the words "hereof' and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, Company has executed this Note as of the date first stated above.

	VirtualArmour International Inc /s/ Todd Kannegieter Name: Todd Kannegieter Title: Chief Executive Officer

EX1A-6 MAT CTRCT 21 ex6x11x2_securityagmt.htm EXHIBIT 6.11.2

Exhibit 6.11.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement") is made as of June 1, 2017, by and between VirtualArmour International Inc, a Colorado limited liability company ("Debtor"), and Christopher T. Blisard , an individual ("Blisard") (Blisard is referred to as a "Secured Party").

Recitals

A. Debtor has agreed to borrow from Secured Party, and Secured Party have agreed to lend, up to the aggregate amount of Ninety Thousand Dollars ($90,000), subject to certain conditions (the "Loan");

B. As of the date hereof, Debtor has executed and delivered to Kannegieter a secured promissory note in the principal amount of $90,000.00 (the "Blisard Note") (the Blisard Note is referred to as a "Note");

C. Debtor has previously granted a first priority security interest to LSQ Funding Group, L.C. to secure its credit facility (the "LSQ Facility") and the security interest granted herein shall be subordinate to the LSQ Facility; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the party hereto agree as follows:

Agreement

Section 1. DEFINITIONS: INTERPRETATION.

1.1. As used in this Agreement, the following terms shall have the following meanings:

"Collateral" has the meaning set forth in Section 2.

"Event of Default " has the meaning set forth in Section 6.

"Lien" means any mortgage, deed of trust, pledge, security interest, assignment , deposit arrangement, charge or encumbrance, lien, or other type of preferential arrangement.

"Person" means an individual, corporation, partnership, joint venture, trust, unincorporated organization , governmental agency or authority, or any other entity of whatever nature.

"Permitted Lien" means (i) the Lien created in connection with the LSQ Facility, (ii) any Lien in favor of Secured Party , (iii) Liens for taxes, fees, assessments, or other governmental charges which are not delinquent or remain payable without penalty; (iv) carriers' , warehousemen's mechanics' , landlords', materialmen's, repairmen's, or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which have the effect of preventing the forfeiture or sale of the property subject to such Liens; (v) Liens consisting of pledges or deposits required in the ordinary course of business in co1mection with workers' compensation, unemployment insurance or other social security legislation; (vi) Liens incurred in the ordinary course of business securing (A) the non-delinquent performance of bids, trade contracts (other than for bo1rnwed money) , leases , or statutory obligations, (B) contingent obligations on surety and appeal bonds, and (C) other non-delinquent obligations of a similar nature; (vii) Liens consisting of judgment or judicial attachment liens , provided that such Liens do not arise out of circumstances which would constitute an Event of Default hereunder; (viii) easements, rights-of-way , restrictions, and other similar encumbrances incurred in the ordinary course of business which, if monetary, are not in the aggregate substantial in amount, and which, in any event, (A) do not materially detract from the value of the property subject to such Lien as used in the ordinary course of Debtor's business, or (B) interfere with the ordinary conduct of Debtor's business; and (ix) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off, or similar rights or remedies as to deposit accounts or other funds maintained with a creditor depository institution.

"Secured Agent" has the meaning set faith in Section 7.3.

1.2. Where applicable and except as otherwise defined herein, terms used inthis Agreement shall have the meanings assigned to them in the UCC.

Section 2. SECURITY INTEREST.

(b) all now owned or hereafter acquired and wherever located goods, merchandise and other personal property which are held for sale or lease or to be furnished under contracts of service or held as raw materials, work in process or finished goods and supplies or materials used or consumed in Debtor 's business or used in connection with the manufacture, packing, shipping or advertising of such goods (collectively, "Inventory");

(d) all documents, policies and certificates of insurance and classes in action, whether now or hereafter existing;

(e) all instruments, letters of credit (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and other investment property, and cash owned by Debtor or in which Debtor has an interest, which now or hereafter are at any time in possession or control of Secured Party or in transit by mail or carrier to or from Secured Party or in the possession of any third party acting in Secured Party 's behalf , without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party has conditionally released the same;

(f) all books, records, ledger sheets and other records relating to the foregoing;

(h) all proceeds, products , offspring, rents and profits of the foregoing, including, without limitation, proceeds of insurance.

2.3. This Agreement shall create a continuing security interest in the Collateral, which shall remain in effect until terminated in accordance with Section 15 hereof.

2.4. Secured Party acknowledges and agree that the Security Interest granted herein shall be subordinate to the LSQ Facility and further agree to execute all documents necessary or desirable to memorialize this subordination.

Section 3. FINANCING STATEMENTS.

Section 4. REPRESENTATIONS AND W ARRANTIES . DEBTOR REPRESENTS AND WARRANTS TO SECURED PARTY THAT:

4.5 Debtor is the sole and complete owner of the Collateral, and has good and marketable title to the Collateral, free from any Lien except for Permitted Liens.

Section 5. COVENANTS. So long as any of the Obligations remain unsatisfied, Debtor agrees that:

5.2. Debtor shall comply in all material respects with all laws, regulations and ordinances relating in a material way to the possession , operation, maintenance and control of the Collateral.

Section 6. EVENTS OF DEFAULT. Any of the following events which shall occur and be continuing shall constitute an "Event of Default":

6.1. Debtor shall fail to pay on the date due all or any of the Obligations.

6.2. An Event of Default under any Note.

6.3. Any material representation or warranty by Debtor under or in c01mection with this Agreement or the Notes shall prove to have been incorrect in any material respect when made or deemed made.

6.4. Any material misstatement or misrepresentation in any document provided by Debtor or Debtor's representative to Secured Party or Secured Party' representative.

6.5. A failure of Secured Party to have a valid and enforceable perfected security interest in the Collateral prior to all Persons except for the Permitted Liens.

6.6. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal, state or foreign law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Debtor shall (a) commence a voluntary case or proceeding; (b) consent to the entry of an order for relief against Debtor, in an involuntary case; (c) consent to the appointment of a trustee, receiver, assignee , liquidator or similar official; (d) make an assignment for the benefit of Debtor 's creditors; (e) admit in writing Debtor' s inability to pay its debts as they become due; or (f) if a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Debtor in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Debtor or a substantial portion of Debtor's properties, or (iii) orders the liquidation of Debtor, and in each case the order or decree is not dismissed within 60 days.

Section 7. REMEDIES.

Section 12. BINDING EFFECT. This Agreement shall be binding upon , inure to the benefit of and be enforceable by Debtor, Secured Party and their respective successors and assigns .

[signature page follows]

IN WITNESS WHEREOF, the party hereto have duly executed this Security Agreement as of the date first above written.

	DEBTOR: VirtualArmour International Inc By: /s/ Todd Kannegieter Todd Kannegieter, Chief Executive Officer Address: 8085 S. Chester St., Suite 108 Centennial, CO 80112 SECURED PARTY: By: /s/ Christopher T. Blisard Name: Christopher T. Blisard Address:

EX1A-6 MAT CTRCT 22 ex6x12.htm EXHIBIT 6.12

Exhibit 6.12

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (the “Agreement”) is between VirtualArmour International Inc. 8085 S. Chester Street, Suite 108, Centennial, Colorado 80112 (“Company”) and Donaldson Consulting Services, Inc., 1551 Larimer Street #1901, Denver, Colorado 80202 (“Consulting Firm”) to be effective September 8, 2017.

RECITALS

Company desires to retain Consulting Firm for the purpose of providing professional services including, but not limited to: accounting, financial reporting, preparation of financial statements and special projects, as assigned (the “Services”).

Consulting Firm desires to perform such Services for Company on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual promises and covenants contained in this Agreement, the parties agree as follows:

Term and Termination.

This Agreement, when executed by the parties, will commence upon the date first written above and will continue until such time as either of the parties shall notify the other party, in writing at least 60 days prior to the date of termination, that Company no longer requires or desires the Services or Consulting Firm no longer is able or willing to provide the Services. The Company may terminate this Agreement immediately if the Consulting Firm does not timely complete its Tasks or is in material breach of this Agreement.

Services.

Company will advise Consulting Firm of the tasks to be performed (each a “Task”), at the direction of the Todd Kannegieter (“Supervisor”), and the approximate duration of the engagement to perform each Task. Upon the completion of each Task, the Consulting Firm shall stop performing work on the Task and Company will make payment for the time actually spent in performing the Task in accordance with the “Compensation” section of this Agreement, below. The billable time by Consulting Firm shall not again commence until another Task has been assigned by the Supervisor and Consulting Firm has begun working on the Task.

Consulting Firm will provide Services in a timely and professional manner and Consultant will communicate and work efficiently with Supervisor to ensure that he is in a position to understand and concur with Services performed.

Services consist of but are not limited to:

Acting as Chief Financial Officer of the Company, and executing documentation filed with the U.S. Securities and Exchange Commission or Canadian Securities Exchange as such;

Preparation of various supporting working papers as necessary or requested in connection with the preparation of quarterly or annual financial statements;

Preparation of compliant quarterly interim unaudited financial statements, including notes and schedules, together with the initial draft of the accompanying Management Discussion and Analysis;

Preparation of the draft compliant audited financial statements and accompanying notes and schedules;

Preparation of initial draft of the annual Management Discussion and Analysis;

Preparation of the CSE Form 5 and Form 7; and

Such other tasks as requested by senior management.

Compensation.

Consulting Firm shall invoice for Services at the rates below:

Consultant – John Donaldson

$150 per hour.

Other Consultants

At rates to be determined by mutual written agreement

Invoices shall be submitted on the first day of each month for the cumulative hours worked during the previous month. Company will reimburse out-of-pocket expenses if the Supervisor has specifically authorized such expenses. Payments of invoices submitted to Company by Consulting Firm are due and payable within fifteen (15) days after presentation by Consulting Firm. Late fees of 1.5% per month will be assessed for all undisputed past due balances.

Confidentiality.

Consulting Firm recognizes and acknowledges that the Company’s proprietary or confidential information relating to the projects for which Consulting Firm may provide Services hereunder, including, but not limited to, financial information and information pertaining to the Company’s prospects, operations, business plans, practices and projects used by the Company in its business or developed by Consulting Firm in performing its Services under this Agreement (hereafter “Confidential Information”) are valuable and unique assets of the Company. Consulting Firm will not disclose Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without the prior written consent or authorization of Company, during the full term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement. Upon termination of Consulting Firm’s sServices hereunder, Consulting Firm shall neither take nor retain any Confidential Information or copies thereof without approval of Company. Consulting Firm agrees that any violation or threatened violation of this Section may cause irreparable injury to the Company, entitling the Company to seek injunctive relief in addition to all other legal and equitable remedies.

Independent Contractor.

Consulting Firm and its representatives are independent contractors for all purposes of this Agreement, including tax purposes, and shall not be treated as employees of Company. Accordingly, Company will not withhold any portion of amounts paid to Consulting Firm for tax purposes. Consulting Firm, and Consulting Firm’s supervisors, will receive instructions from Company and Supervisor as to the end results to be accomplished, and Consulting Firm shall be responsible for directing Consulting Firm’s employees as to the means, manner, and methods of accomplishing the Services. Consulting Firm and its representatives will not be entitled to be a participant in any compensation, worker’s compensation or benefit programs provided by Company to its employees.

Warranty.

Consulting Firm warrants that the Services shall be performed in accordance with the terms of this Agreement and all applicable federal, state and local laws, ordinances and governmental rules and regulations; and Consulting Firm shall perform the Services with that standard of care, skill, and diligence reasonably expected from and provided by a professional contractor or firm in the performance of similar professional or consulting services.

Waiver of Liability.

Consulting Firm and Company hereby waive any right to claim consequential, incidental or indirect damages with respect to actions or inactions taken pursuant to this Agreement, unless such actions or inactions are the result of gross misconduct or negligence. Consulting Firm acknowledges that the nature of the Services may require their performance in the office(s) of Company. Consulting Firm waives the right to bring action against Company for any injury resulting, directly or indirectly, as a result of its presence on the premises of the Company office(s).

Nonsolicitation of Employees.

Commencing on the date of this Agreement and continuing for a period of one year thereafter, neither party will, either for itself or for any other person or entity, directly or indirectly, solicit for employment, induce or attempt to induce any employee of the other to terminate his or her employment with the other party. The parties agree that general solicitation through newspaper advertising or job fairs shall not be deemed a violation of this provision.

Assignment.

Neither this Agreement, nor the rights and obligations of the parties herein, may be assigned by either party.

Other Provisions.

Waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any other breach. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions and the provisions hereof shall be deemed severable. This Agreement shall be governed by and construed under the laws of the State of Colorado.

This Agreement contains the entire agreement between the parties and may not be changed except by written agreement. This Agreement may be executed in multiple counterparts and any executed counterpart shall be deemed an original for all purposes.

IN WITNESS THEREOF, the parties have caused this Agreement to be executed as of the day and year first written above.

VirtualArmour International Inc.		Donaldson Consulting Services, Inc.
By:	/s/ Todd Kannegieter	By:	/s/ John Donaldson
	signature		John Donaldson President
			EIN: [Redacted]
	Todd Kannegieter
	signature
	Chief Executive Officer
	title

EX1A-7 ACQ AGMT 23 ex7_arrangementagmt.htm EXHIBIT 7

Exhibit 7

ARRANGEMENT AGREEMENT

This Agreement is made and has effect on March 4, 2015

AMONG:

VIRTUALARMOR, LLC, a limited liability company formed under the Colorado Limited Liability Company Act C.R.S. § 7-80-101 in the State of Colorado on May 4, 2001, under formation number 2011091662 with a head office at 10901 West Toller Drive, Suite 301, Littleton, CO 80127, USA, Attention: Todd Kannegieter, Email: todd.kannegieter@virtualarmor.com (“Target”)

AND:

VIRTUALARMOR INTERNATIONAL INC., a company to be incorporated under the laws of the State of Colorado with a head office at 10901 West Toller Drive, Suite 301, Littleton, CO 80127, USA, Attention: Todd Kannegieter, Email: todd.kannegieter@virtualarmor.com

(“Issuer”)

AND:

BLUEPRINT CORPORATE SERVICES LTD., a company incorporated under the Business Corporations Act (British Columbia) on September 17, 2014 under incorporation number BC1013876, with a head office at 2000 – 1177 West Hastings Street, Vancouver, BC V6E 2K3, Canada, Attention: Kyle Stevenson, Email: kyle@stevensonir.com

(“Pubco”)

AND:

VIRTUALARMOR CAPITAL INC., a company incorporated under the Business Corporations Act (British Columbia) on September 30, 2014 under incorporation number BC1015126 with a registered office at 1820 – 925 West Georgia Street, Vancouver, BC V6C 3L2, Canada, Attention: Sharmen Lee, Email: sharmen.lee@strategyst.ca (“Buyco”)

AND:

KYLE STEVENSON, a businessman of 2000 – 1177 West Hastings Street,

Vancouver, BC V6E 2K3, Canada, Email: kyle@stevensonir.com (the “Pubco Controlling Shareholder”)

WHEREAS:

Issuer is or will be a wholly owned subsidiary of Pubco created solely for the purpose of giving effect to this Arrangement Agreement.

Pubco is a reporting issuer in the jurisdictions of British Columbia and Alberta.

The Parties have agreed to reorganize their businesses by way of a plan of arrangement to be carried out under the provisions of Part 9, Division 5 of the Business Corporations Act (British Columbia) on the terms of the Plan of Arrangement attached hereto as Schedule A.

NOW THEREFORE in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the Parties hereby covenant and agree as follows:

ARTICLE 1.

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1.

Definitions

All capitalized terms in this Arrangement Agreement have the meaning ascribed to them by Section 1.1 of the Plan of Arrangement attached as Schedule A, unless otherwise defined herein or otherwise as the context requires. In addition, words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2.

Interpretation Not Affected by Headings

The division of this Arrangement Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Arrangement Agreement. The terms “this Arrangement Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Arrangement Agreement and the schedules annexed hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3.

Number, Gender and Persons

In this Arrangement Agreement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter, and the word person and all words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any Governmental Entity, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

1.4.

Date for any Action

If the date on which any action is required to be taken hereunder by any party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5.

Statutory References

Any reference in this Arrangement Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6.

Currency

All references to money in this Arrangement Agreement are expressed in the lawful currency of Canada.

1.7.

Entire Agreement

This Arrangement Agreement, together with the agreements and documents herein and therein referred to, constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect to the subject matter hereof.

1.8.

Invalidity of Provisions

Each of the provisions contained in this Arrangement Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Law, the Parties waive any provision of Law which renders any provision of this Arrangement Agreement or any part thereof invalid or unenforceable in any respect. The Parties shall engage in good faith negotiations to replace any provision hereof or any part thereof which is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof which it replaces.

1.9.

Accounting Matters

Unless otherwise stated, all accounting terms used in this Arrangement Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

1.10.

Schedules

The following schedule attached hereto is incorporated into and forms an integral part of this Arrangement Agreement:

Schedule A – Plan of Arrangement

ARTICLE 2.

THE ARRANGEMENT

2.1.

Implementation Steps

In order to implement the Arrangement, the following steps shall be taken by the Parties:

a.)	upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price;

b.)

Buyco covenants in favour of the other Parties that Buyco shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Buyco Shareholders approve the Arrangement either by (i) unanimous consent resolutions, or (ii) convening and holding the Buyco Meeting on a date to be determined by the directors of Buyco, for the purpose of Buyco Shareholders considering and, if deemed advisable, approving the Arrangement and the transactions contemplated thereby by way of the Buyco Arrangement Resolution (and for any other proper purpose as may be set out in the notice for such meeting and in the Buyco Information Statement), for which the requisite approval shall be 2/3 of the votes cast thereon by the Buyco Shareholders present in person or represented by proxy at the Buyco Meeting, with each holder of Buyco Shares being entitled to one vote for each one Buyco Share held;

c.)

Target covenants in favour of the other Parties that Target shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Target Securityholders approve the Arrangement by (i) unanimous consent resolutions, or (ii) convening and holding the Target Meeting on a date to be determined by the Target Managers, for the purpose of Target Securityholders considering and, if deemed advisable, approving the Arrangement and the transactions contemplated thereby by way of the Target Arrangement Resolution, or otherwise as required pursuant to applicable Laws, and shall take any other necessary corporate action to permit the consummation of the Arrangement and other transactions contemplated hereby;

d.)	Pubco covenants in favour of the other Parties that Pubco shall work with the other Parties to assist them in meeting the distribution obligations for listing on a Canadian securities exchange and that Pubco shall make such introductions to investors, on their behalf, as is necessary;

e.)	Buyco shall proceed with and diligently pursue the application to the Court for the Final Order; and

f.) upon issuance by the Court of the Final Order and subject to fulfillment or waiver of the conditions precedent in Article 5 hereof, the Arrangement shall be carried out substantially on the terms of the Plan of Arrangement, subject to such changes as may be mutually agreed to in writing by the Parties on the advice of their respective legal, tax, and financial advisors, and the Closing shall proceed in accordance with Sections 2.7 and 2.8 of this Agreement.

2.2.

Arrangement

The Plan of Arrangement shall, with such other matters as are necessary to give effect to the Arrangement, proceed as set out in Section 2.3 of Schedule A of the Plan of Arrangement attached as Schedule A at the Effective Time and in chronological order, without any further act or formality.

2.3.

Section 3(a)(10) Exemption

The Parties agree that, at the option of Buyco, the Arrangement may be carried out so that all Issuer Shares issued under the Arrangement by Issuer to Buyco Shareholders resident in the United States will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 (the “1933 Act”) provided by Section 3(a)(10) of the 1933 Act (the “Section 3(a)(10) Exemption”). At the option of Buyco, to make the Section 3(a)(10) Exemption available to Buyco Shareholders, the Arrangement may be carried out on the following basis:

a.)	the Arrangement will be subject to the approval of the Court;

b.)	the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

c.)	prior to approving the Arrangement the Court will first:

i.)	consider the fairness of the terms and conditions of the Arrangement to the Buyco Shareholders and the Target Securityholders who are subject to the Arrangement; and

ii.)	make a determination that the terms and conditions of the exchange of securities under the Arrangement are fair to the Buyco Shareholders and the Target Securityholders;

d.)	the Final Order will expressly state that the Arrangement is approved by the Court as being fair to the Buyco Shareholders and the Target Securityholders; and

e.)

Buyco will ensure that each Buyco Shareholder and each Target Securityholder entitled to Issuer Securities pursuant to the Arrangement will be given adequate notice advising it of its right to attend the hearing of the Court to give approval of the Arrangement and providing it with sufficient information necessary for it to exercise that right.

2.4.

Buyco Information Statement

As promptly as practicable after the execution and delivery of this Arrangement Agreement, Buyco shall prepare the Buyco Information Statement, together with any and all other documents required by the BCBCA or other applicable Laws in connection with the Arrangement. As promptly as practicable after the completion of the Buyco Information Statement, Buyco shall (1) deliver a copy of the Buyco Information Statement to the other Parties; and (2) cause the Buyco Information Statement and all other documentation required in connection with the Buyco Meeting to be sent to each Buyco Shareholder and to be filed if required by applicable Laws.

2.5.

Target Information Statement

As promptly as practicable after the execution and delivery of this Arrangement Agreement, Buyco shall prepare the Target Information Statement for approval of the Arrangement by the Target Securityholders and deliver the same to Target. As promptly as practicable after receipt of the Target Information Statement, Target shall cause the Target Information Statement and all other documentation required in connection with the Target Meeting to be sent to each Target Securityholder and to any other party whose consent is required for approval of the Arrangement in accordance with applicable Laws.

2.6.

Preparation of Filings

a.)

Each Party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and any other applicable Laws and the policies and requirements of the Canadian securities exchange in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement.

b.)

Each Party hereto shall, on a timely basis, furnish to each other Party hereto all such information concerning it and its securityholders, if applicable, as may be required (and, in the case of its securityholders, available to it) to effect the actions described in this Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used.

c.)

Each Party hereto shall promptly notify the other Parties if at any time before or after the Effective Time it becomes aware that the Buyco Information Statement or the Target Information Statement, as applicable, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Buyco Information Statement or the Target Information Statement, as applicable. In any such event, all Parties shall cooperate in the preparation of any supplement or amendment to the Buyco Information Statement or the Target Information Statement, as applicable that may be required, and shall cause the same to be distributed to the Buyco Shareholders and the Target Securityholders, respectively.

d.)

Buyco shall ensure that the Buyco Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Buyco Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco, Target, and Issuer) and shall ensure that the Buyco Information Statement provides the Buyco Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

e.)

Target shall ensure that the Target Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Target Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco, Buyco, and Issuer) and shall ensure that the Target Information Statement provides the Target Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Target Meeting.

2.7.

Closing

The Parties shall return signed documents to Suite 1820 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia V6C 3L2 by 4:00 p.m. (Vancouver time) on the Closing Date, or such other time and date as may be agreed upon, for the purposes of Closing and giving effect to the Arrangement. The Closing shall be carried out in accordance with the provisions of this Arrangement Agreement and the Plan of Arrangement. Upon Closing, the transactions comprising the Arrangement shall occur and shall be deemed to have occurred without any further act or formality in the order set out in the Plan of Arrangement. On Closing, each Party shall deliver:

a.)

all documents required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document required to be dated the Closing Date shall be dated as of, or become effective on, the Closing Date and shall be held in escrow to be released upon the occurrence of the Closing Date; and

b.)	written confirmation as to the satisfaction or waiver by it of the conditions in its favour set forth in Article 5.

2.8.

Purchase and Sale of Issuer

At Closing, Buyco shall pay the Balance of the Purchase Price, less the amount of the previously paid Deposit to Pubco, on the understanding that the Purchase Price represents the full consideration for the acquisition by Buyco of Issuer, inclusive of independent legal fees incurred by Pubco in connection with the Arrangement and the other transactions contemplated by this Arrangement Agreement.

2.9.

Consultation

Each Party shall consult with the other Parties hereto in issuing any press release or otherwise making any public statement with respect to this Arrangement Agreement or the Arrangement and in making any filing with any Governmental Entity, Securities Authority or securites exchange with respect thereto. The Parties hereto shall use commercially reasonable efforts to enable the other to review and comment on all such press releases and filings prior to the release or filing, respectively, thereof.

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

3.1.

Representations and Warranties of Pubco and Issuer

Pubco and Issuer hereby represent and warrant to the other Parties and hereby acknowledge that the other Parties are each relying upon such representations and warranties in connection with entering into this Arrangement Agreement and agreeing to complete the Arrangement, as follows:

a.)	Organization. Pubco has been incorporated, is validly subsisting and in good standing with respect to all filings required under applicable Laws, and has full corporate or legal power and authority to own its assets and to conduct its business as currently owned and conducted.

b.)

Capitalization. Each of Pubco and Issuer is, or will at Closing be, authorized to issue an unlimited number of Common Shares without par value. All outstanding Issuer Shares will be duly authorized and validly issued and outstanding as fully paid and non- assessable, free of pre-emptive rights at the time of Closing. Issuer has or will have no options, warrants or other rights, agreements or commitments of any character whatsoever convertible into, or exchangeable or exercisable for or otherwise requiring the issuance, sale or transfer by Issuer of any Issuer Shares or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire any Issuer Shares, other than pursuant to the Arrangement.

c.)

Authority. Each of Pubco and Issuer has all necessary power, authority and capacity to enter into this Arrangement Agreement and all other agreements and instruments to be executed by it as contemplated by this Arrangement Agreement, and to perform its respective obligations hereunder and under such other agreements and instruments. The execution and delivery of this Arrangement Agreement by Pubco and Issuer and the completion of the transactions contemplated by this Arrangement Agreement have been authorized by the directors of Pubco and of Issuer, respectively and no other corporate proceedings on the part of Pubco or Issuer are necessary to authorize this Arrangement Agreement nor to complete the transactions contemplated hereby, unless otherwise directed by the Court in an order concerning the Arrangement.

d.)

Execution and Delivery. This Arrangement Agreement has been duly executed and delivered by Pubco and Issuer and constitutes a legal and binding obligation, enforceable against Pubco and Issuer in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally and to general principles of equity. All documents required to be executed by Pubco and Issuer in connection with the transactions contemplated herein will be duly executed and delivered by Pubco and Issuer and, when so executed and delivered, will constitute legal, valid and binding obligations, enforceable against Pubco and Issuer in accordance with their terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity.

e.)	No Breach or Violation. The execution and delivery of this Arrangement Agreement and the consummation of the Arrangement do not and will not:

i.)	result in the breach of nor violate any term or provision of the constating documents of Pubco and Issuer;

ii.)

conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement or instrument to which Pubco or Issuer is a party or by which it is bound or to which any property of Pubco or Issuer is subject or result in the creation of any lien, charge or encumbrance upon any of the assets of Pubco or Issuer under any such agreement or instrument, or give to others any material interest or rights in the assets of Pubco or Issuer, including rights of purchase, termination, cancellation or acceleration, under any such agreement or instrument; or

iii.)

violate any provision or law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Pubco or Issuer.

f.)

Reporting Status. Pubco is or will be prior to closing this Arrangement Agreement a reporting issuer in the jurisdictions of British Columbia and Alberta, and the documents filed by Pubco on SEDAR were or will be, at their respective dates, true and correct in all material respects and did or will not omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were or will be made, not misleading.

g.)

No Cease Trade. Neither Pubco nor Issuer is subject to any cease trade or other order of any applicable securities exchange or Securities Authority and, to the knowledge of Pubco and Issuer, no investigation or other proceeding involving either Pubco or Issuer which may operate to prevent or restrict trading of any securities of Pubco or Issuer is currently in progress or pending before any applicable stock exchange or Securities Authority.

h.)

No Defaults. Pubco and Issuer are not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement, licence or franchise to which either of them is a party which would, if terminated due to such default, have a Material Adverse Effect on Pubco or Issuer.

i.)

Financial Statements. The audited interim balance sheets, statements of operations, statements of shareholders' equity, and statements of cash flows of Issuer to be delivered by Issuer prior to Closing will be prepared in accordance with IFRS, consistently applied, and will fairly present in all material respects the financial condition of Issuer at the date indicated and the results of operations of Issuer for the periods covered and reflect adequate provision for the liabilities of Issuer in accordance with IFRS.

j.)

Corporate Records. The minute books and corporate records of Issuer have been maintained substantially in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Issuer. Financial books and records and accounts of Issuer in all material respects (i) have been maintained in accordance with good business practices, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Issuer, and (iii) accurately and fairly reflect the basis for the financial statements of Issuer. Issuer has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects: (a) transactions are executed in accordance with the general or specific authorization of the management of Issuer, and

(b) transactions are recorded as necessary (i) to permit the preparation of financial statements in conformity with IFRS or any criteria applicable to such financial statements, and (ii) to maintain accountability for assets and liabilities.

k.)

Guarantees. Issuer is not a party to or bound by or subject to any guarantee, agreement, contract or commitment providing for such guarantee, indemnification, assumption or endorsement or any like commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person.

l.)

Legal Proceedings. There are no actions, suits, investigations or proceedings, whether private, governmental or otherwise, in progress, pending, or to the knowledge of Pubco or Issuer, threatened, against or affecting Pubco or Issuer, including actions, suits, investigations or proceedings against any directors, officers or employees of Pubco or Issuer that relate to the business, affairs, assets or operations of Pubco or Issuer, at law or in equity. There is no judgment, decree, injunction, ruling, order or award of any Governmental Authority outstanding against or affecting Pubco or Issuer. Pubco and Issuer are not aware of any grounds on which any such action, suit, investigation or proceeding might be commenced with any reasonable likelihood of success, and neither Pubco nor Issuer has any present plans or intentions for Pubco or Issuer to initiate any litigation, arbitration or other proceeding against any third party that would have a Material Adverse Effect on the Arrangement.

m.)	Expenses. Pubco shall cause Buyco to pay all of the expenses of Issuer in advance of the Closing Date, including incorporation fees, CUSIP fees, listing fees, transfer agent fees, and any required accounting fees.

n.)	Finder’s Fees. Pubco and Issuer have not entered into any agreement that would entitle any person to any valid claim against Issuer for a broker's commission, finder's fee or any like payment in respect of the Arrangement or any other matter contemplated by this Arrangement Agreement.

o.)	Arrangement Shares. Any securities to be issued by Pubco or Issuer to Buyco or any Buyco Shareholders pursuant to the Arrangement will be issued as fully-paid and non- assessable, free of pre-emptive rights.

p.)	Bankruptcy. No dissolution, winding up, bankruptcy, liquidation or similar proceedings has been commenced or is pending or proposed in respect of Pubco nor Issuer; and

q.)

Disclosure. As of the date hereof, the representations and warranties of Pubco and Issuer contained in this Arrangement Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Arrangement Agreement are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained in such representations not misleading to Buyco.

3.2.

Representations and Warranties of Buyco

Buyco hereby represents and warrants to each of the other Parties and hereby acknowledges that the other Parties are each relying upon such representations and warranties in connection with entering into this Arrangement Agreement and agreeing to complete the Arrangement, as follows:

a.)	Organization. Buyco has been incorporated, is validly subsisting and in good standing with respect to all filings required under applicable Laws, and has full corporate or legal power and authority to own its assets and to conduct its business as currently owned and conducted;

b.)

Capitalization. Buyco is, or will at Closing be, authorized to issue an unlimited number of Common Shares without par value. All outstanding Buyco Shares will be duly authorized and validly issued and outstanding as fully paid and non-assessable, free of pre-emptive rights at the time of Closing. Buyco has or will have no options, warrants or other rights, agreements or commitments of any character whatsoever convertible into, or exchangeable or exercisable for or otherwise requiring the issuance, sale or transfer by Buyco of any Buyco Shares or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire any Buyco Shares, other than pursuant to the Arrangement;

c.)

Authority. Buyco has all necessary power, authority and capacity to enter into this Arrangement Agreement and all other agreements and instruments to be executed by it as contemplated by this Arrangement Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Arrangement Agreement by Buyco and the completion of the transactions contemplated by this Arrangement Agreement have been authorized by the directors of Buyco and no other corporate proceedings on the part of Buyco are necessary to authorize this Arrangement Agreement nor to complete the transactions contemplated hereby, unless otherwise directed by the Court in an order concerning the Arrangement;

d.)

Execution and Delivery. This Arrangement Agreement has been duly executed and delivered by Buyco and constitutes a legal and binding obligation, enforceable against Buyco in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally and to general principles of equity. All documents required to be executed by Buyco in connection with the transactions contemplated herein will be duly executed and delivered by Buyco and, when so executed and delivered, will constitute legal, valid and binding obligations, enforceable against Buyco in accordance with their terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity;

e.)	No Breach or Violation. The execution and delivery of this Arrangement Agreement and the consummation of the Arrangement do not and will not:

i.)	result in the breach of nor violate any term or provision of the constating documents of Buyco;

ii.)

conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement or instrument to which Buyco is a party or by which it is bound or to which any property of Buyco is subject or result in the creation of any lien, charge or encumbrance upon any of the assets of Buyco under any such agreement or instrument, or give to others any material interest or rights in the assets of Buyco, including rights of purchase, termination, cancellation or acceleration, under any such agreement or instrument; or

iii.)

violate any provision or law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Buyco;

f.)

No Cease Trade. Buyco is not subject to any cease trade or other order of any applicable securities exchange or Securities Authority and, to the knowledge of Buyco, no investigation or other proceeding involving Buyco which may operate to prevent or restrict trading of any securities of Buyco is currently in progress or pending before any applicable securities exchange or Securities Authority;

g.)

No Defaults. Buyco is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement, licence or franchise to which it is a party which would, if terminated due to such default, have a Material Adverse Effect on Buyco;

h.)

Financial Statements. The audited interim balance sheets, statements of operations, statements of shareholders' equity, and statements of cash flows of Buyco to be delivered by Buyco to the other Parties prior to Closing will be prepared in accordance with IFRS, consistently applied, and will fairly present in all material respects the financial condition of Buyco at the date indicated and the results of operations of Buyco for the periods covered and reflect adequate provision for the liabilities of Buyco in accordance with IFRS;

i.)

Corporate Records. The minute books and corporate records of Buyco have been maintained substantially in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Buyco. Financial books and records and accounts of Buyco in all material respects (i) have been maintained in accordance with good business practices, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Buyco, and (iii) accurately and fairly reflect the basis for the financial statements of Buyco has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects: (a) transactions are executed in accordance with the general or specific authorization of the management of Buyco, and (b) transactions are recorded as necessary (i) to permit the preparation of financial statements in conformity with IFRS or any criteria applicable to such financial statements, and (ii) to maintain accountability for assets and liabilities;

j.)

Guarantees. Buyco is not a party to or bound by or subject to any guarantee, agreement, contract or commitment providing for such guarantee, indemnification, assumption or endorsement or any like commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person;

k.)

Legal Proceedings. There are no actions, suits, investigations or proceedings, whether private, governmental or otherwise, in progress, pending, or to the knowledge of Buyco, threatened, against or affecting Buyco, including actions, suits, investigations or proceedings against any directors, officers or employees of Buyco that relate to the business, affairs, assets or operations of Buyco, at law or in equity. There is no judgment, decree, injunction, ruling, order or award of any Governmental Authority

outstanding against or affecting Buyco is not aware of any grounds on which any such action, suit, investigation or proceeding might be commenced with any reasonable likelihood of success, and Buyco does not have any present plans or intentions to initiate any litigation, arbitration or other proceeding against any third party that would have a Material Adverse Effect on the Arrangement;

l.)	Finder’s Fees. Buyco has not entered into any agreement that would entitle any person to any valid claim against Buyco for a broker's commission, finder's fee or any like payment in respect of the Arrangement or any other matter contemplated by this Arrangement Agreement;

m.) Arrangement Shares. Any securities to be issued by Buyco to Issuer or any Issuer Shareholders pursuant to the Arrangement will be issued as fully-paid and non- assessable, free of pre-emptive rights;

n.)	Bankruptcy. No dissolution, winding up, bankruptcy, liquidation or similar proceedings has been commenced or is pending or proposed in respect of Buyco;

o.)

Disclosure. As of the date hereof, the representations and warranties of Buyco contained in this Arrangement Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Arrangement Agreement are true and correct in all material respects and do not contain any untrue statement of a material fact nor omit to state a material fact necessary to make the statements contained in such representations not misleading; and

p.)	Expenses. Buyco will advance funds to the accountant and auditor in order to pay for the audit of Target prior to Closing.

3.3.

Survival of Representations and Warranties

The representations and warranties contained in this Arrangement Agreement shall survive the Closing Date for a period of six months. Any investigation by a Party and its advisors shall not mitigate, diminish or affect the representations and warranties of the other Party contained in this Arrangement Agreement.

3.4.

Representations and Warranties of Target

Target hereby represents and warrants to each of the other Parties and hereby acknowledges that the other Parties are each relying upon such representations and warranties in connection with entering into this Arrangement Agreement and agreeing to complete the Arrangement, as follows:

a.)	Organization. Target has been formed, is validly subsisting and in good standing with respect to all filings required under applicable Laws, and has full corporate or legal power and authority to own its assets and to conduct its business as currently owned and conducted;

b.)

Capitalization. Target is, or will at Closing be, authorized to issue an unlimited number of Target Units without par value. All outstanding Target Units will be duly authorized and validly issued and outstanding as fully paid and non-assessable, free of pre-emptive rights at the time of Closing. All outstanding Target Warrants will be net issue elected by the Target Warrantholders or will be terminated prior to Closing. Other than as previously disclosed to the other Parties, Target has or will have no options, warrants or other rights, agreements or commitments of any character whatsoever convertible into, or exchangeable or exercisable for or otherwise requiring the issuance, sale or transfer by Target of any Target Units or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire any Target Units, other than pursuant to the Arrangement;

c.)

Authority. Target has all necessary power, authority and capacity to enter into this Arrangement Agreement and all other agreements and instruments to be executed by it as contemplated by this Arrangement Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Arrangement Agreement by Target and the completion of the transactions contemplated by this Arrangement Agreement have been authorized by the Target Managers and no other corporate proceedings on the part of Target are necessary to authorize this Arrangement Agreement nor to complete the transactions contemplated hereby, unless otherwise directed by the Court in an order concerning the Arrangement;

d.)

Execution and Delivery. This Arrangement Agreement has been duly executed and delivered by Target and constitutes a legal and binding obligation, enforceable against Target in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally and to general principles of equity. All documents required to be executed by Target in connection with the transactions contemplated herein will be duly executed and delivered by Target and, when so executed and delivered, will constitute legal, valid and binding obligations, enforceable against Target in accordance with their terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity;

e.)	No Breach or Violation. The execution and delivery of this Arrangement Agreement and the consummation of the Arrangement do not and will not:

i.)	result in the breach of nor violate any term or provision of the constating documents of Target;

ii.)

conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement or instrument to which Target is a party or by which it is bound or to which any property of Target is subject or result in the creation of any lien, charge or encumbrance upon any of the assets of Target under any such agreement or instrument, or give to others any material interest or rights in the assets of Target, including rights of purchase, termination, cancellation or acceleration, under any such agreement or instrument; or

iii.)

violate any provision or law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Target;

f.)

No Cease Trade. Target is not subject to any cease trade or other order of any applicable securities exchange or Securities Authority and, to the knowledge of Target, no investigation or other proceeding involving Target which may operate to prevent or restrict trading of any securities of Target is currently in progress or pending before any applicable securities exchange or Securities Authority;

g.)

No Defaults. Target is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement, licence or franchise to which it is a party which would, if terminated due to such default, have a Material Adverse Effect on Target;

h.)

Financial Statements. The audited interim balance sheets, statements of operations, statements of shareholders' equity, and statements of cash flows of Target to be delivered by Target to the other Parties prior to Closing will be prepared in accordance with IFRS, consistently applied, and will fairly present in all material respects the financial condition of Target at the date indicated and the results of operations of Target for the periods covered and reflect adequate provision for the liabilities of Target in accordance with IFRS;

i.)

Corporate Records. The minute books and corporate records of Target have been maintained substantially in accordance with all applicable Laws and are complete and accurate in all material respects, including the Target Operating Agreement, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Target. The financial books and records and accounts of Target in all material respects: (i) have been maintained in accordance with good business practices, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Target, and (iii) accurately and fairly reflect the basis for the financial statements of Target has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects: (a) transactions are executed in accordance with the general or specific authorization of the management of Target, and (b) transactions are recorded as necessary (I) to permit the preparation of financial statements in conformity with IFRS or any criteria applicable to such financial statements, and (II) to maintain accountability for assets and liabilities;

j.)

Guarantees. Target is not a party to or bound by or subject to any guarantee, agreement, contract or commitment providing for such guarantee, indemnification, assumption or endorsement or any like commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person;

k.)

Permitted Liens. Other than the operating line of credit (the “LOC”) granted by Guaranty Bank and Trust Company (“Guaranty Bank”) to Target, to be secured by a renewed promissory note on or before Closing of the Arrangement, the outstanding balance of which LOC will be confirmed in a written statement from Guaranty Bank to be delivered by Target to the other Parties on the Closing Date, Target owns and possesses and has good and marketable title to and possession of all of the assets of Target free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever;

l.)

Legal Proceedings. There are no actions, suits, investigations or proceedings, whether private, governmental or otherwise, in progress, pending, or to the knowledge of Target, threatened, against or affecting Target, including actions, suits, investigations or proceedings against any Managers, officers or employees of Target that relate to the business, affairs, assets or operations of Target, at law or in equity. There is no judgment, decree, injunction, ruling, order or award of any Governmental Authority outstanding against or affecting Target is not aware of any grounds on which any such action, suit, investigation or proceeding might be commenced with any reasonable likelihood of success, and Target does not have any present plans or intentions to initiate any litigation, arbitration or other proceeding against any third party that would have a Material Adverse Effect on the Arrangement;

m.)	Finder’s Fees. Target has not entered into any agreement that would entitle any person to any valid claim against Target for a broker's commission, finder's fee or any like payment in respect of the Arrangement or any other matter contemplated by this Arrangement Agreement;

n.)	Expenses. Target will not incur more than $3,000 in legal fees in connection with the transactions contemplated by this Arrangement Agreement;

o.)	Arrangement Securities. Any securities to be issued by Target to Issuer or any Issuer Shareholders pursuant to the Arrangement will be issued as fully-paid and non- assessable, free of pre-emptive rights;

p.)	Bankruptcy. No dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or proposed in respect of Target; and

q.)

Disclosure. As of the date hereof, the representations and warranties of Target contained in this Arrangement Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Arrangement Agreement are true and correct in all material respects and do not contain any untrue statement of a material fact nor omit to state a material fact necessary to make the statements contained in such representations not misleading.

3.5.

Survival of Representations and Warranties

ARTICLE 4.

COVENANTS

4.1.

Covenants of Pubco and Issuer

Pubco and Issuer hereby covenant and agree with the other Parties as follows:

a.)

Copies of Documents. Except for proxies and other non-substantive communications, Pubco and Issuer shall furnish promptly to Buyco and Target a copy of each notice, report, schedule, or other document or communication delivered, filed, or received by Pubco or Issuer in connection with this Arrangement Agreement, the Arrangement, or any meeting of Pubco Shareholders in respect of the Arrangement, any filings made under any applicable Law and any dealings or communications with any Governmental Entity, Securities Authority or securities exchange in connection with, or in any way affecting, the transactions contemplated by this Arrangement Agreement;

b.)

Closing Documents. Pubco and Issuer shall execute and deliver, or cause to be executed and delivered, at the Closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions or other closing documents as may be required by the other Parties, all in form satisfactory to such other Parties, acting reasonably;

c.)

Usual Business. Other than in contemplation of or as required to give effect to the transactions contemplated by this Arrangement Agreement, Pubco shall conduct the business of Issuer only in, and not take any action except in, the ordinary course of business and consistent with past practice. Pubco will use its best efforts to preserve the current capital and assets of Issuer and Issuer shall immediately prior to the Effective Time have no material liabilities accrued, other than as provided in this Arrangement Agreement or as may otherwise be pre-approved by Buyco and Target;

d.)

Satisfaction of Conditions. Pubco and Issuer shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement;

e.)	Cooperation. Pubco and Issuer shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws;

f.)

Due Diligence. Pubco and Issuer shall continue to make available and cause to be made available to Buyco and Target and their respective agents and advisors all documents, agreements, corporate records and minute books as may be necessary to enable Buyco and Target to effect a thorough examination of Pubco and Issuer and the business and financial status thereof and shall cooperate with each of Buyco and Target in securing access for Buyco and Target, respectively, to any documents, agreements, corporate records or minute books not in the possession or under the control of Pubco or Issuer;

g.)

Further Actions. In a timely and expeditious manner, Pubco and Issuer shall take all such actions as may be required under the BCBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement, including obtaining all necessary waivers, consents and approvals required to be taken by it to fulfill their obligations under this Arrangement Agreement and to carry out the Arrangement and other transactions contemplated hereby; and

h.)

Restricted Stock. All shareholders to whom Issuer Distribution Shares are issued on Closing of the Arrangement shall be subject to stock restrictions on the terms set out in the Plan of Arrangement and such other restrictions as may be required for Issuer to list on a Canadian securities exchange, and that such shares shall bear any applicable restrictive legend, provided that such stock restrictions shall terminate at any time at the discretion of the Issuer by publicly announcing its intention to remove such stock restrictions, provided that the removal of such stock restrictions is completed pro rata among the shares subject to such stock restrictions.

4.2.

Covenants of Buyco

Buyco hereby covenants and agrees with the other Parties as follows:

a.)

Copies of Documents. Except for proxies and other non-substantive communications, Buyco shall furnish promptly to Pubco, Issuer, and Target a copy of each notice, report, schedule or other document or communication delivered, filed or received by Buyco in connection with this Arrangement Agreement, the Arrangement, the Final Order, the Buyco Meeting or any other meeting at which Buyco Shareholders are entitled to attend, including the Buyco Information Statement and any notice of meeting, any filings made under any applicable Laws and any dealings or communications with any Governmental Entity, Securities Authority, a Canadian securities exchange or any other securities exchange in connection with, or in any way affecting, the transactions contemplated by this Arrangement Agreement;

b.)	Final Order. Prior to the Effective Time, Buyco shall file, proceed with and diligently prosecute an application for the Final Order, which application shall be in a form and substance satisfactory to the Parties, acting reasonably;

c.)

Buyco Information Statement and Meeting. In accordance with Sections 2.1.b.) and 2.4 of this Agreement, Buyco shall forthwith prepare the Buyco Information Statement, and use commercially reasonable efforts to obtain approval from the Buyco Shareholders for the Buyco Arrangement Resolution by way of either unanimous written consent resolutions or by calling the Buyco Meeting to obtain such approval;

d.)

Closing Documents. Buyco shall execute and deliver, or cause to be executed and delivered, at the Closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by the other Party, all in a form satisfactory to the other Party, acting reasonably;

e.)	Usual Business. Other than in contemplation of or as required to give effect to the transactions contemplated by this Arrangement Agreement, Buyco shall conduct business only in, and not take any action except in, the ordinary course of its business and consistent with past practice;

f.)

Satisfaction of Conditions. Buyco shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement;

g.)	Cooperation. Buyco shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws;

h.)

Due Diligence. Buyco shall continue to make available and cause to be made available to Pubco, Issuer, and their respective agents and advisors all documents, agreements, corporate records, and minute books as may be necessary to enable Pubco and Issuer to effect a thorough examination of Buyco and the business and financial status thereof and shall cooperate with Pubco and Issuer in securing access for Pubco and Issuer to any documents, agreements, corporate records or minute books not in the possession or under the control of Buyco; and

i.)

Further Actions. In a timely and expeditious manner, Buyco shall take all such actions as may be required under the BCBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement, including obtaining all necessary waivers, consents and approvals required to be taken by it to fulfill its obligations under this Arrangement Agreement and to carry out the Arrangement and other transactions contemplated hereby.

4.3.

Covenants of Target

Target hereby covenants and agrees with the other Parties as follows:

a.)

Copies of Documents. Except for proxies and other non-substantive communications, Target shall furnish promptly to the other Parties a copy of each notice, report, schedule or other document or communication delivered, filed or received by Target in connection with this Arrangement Agreement, the Arrangement, any meeting at which Target Securityholders are entitled to attend, and any notice of meeting, any filings made under any applicable Laws and any dealings or communications with any Governmental Entity, Securities Authority, or any securities exchange in connection with, or in any way affecting, the transactions contemplated by this Arrangement Agreement;

b.)

Target Information Statement and Meeting. In accordance with Sections 2.1.c.) and 2.5 of this Agreement, Target shall use commercially reasonable efforts to obtain approval from the Target Securityholders for the Target Arrangement Resolution by way of either unanimous written consent resolutions or by calling the Target Meeting to obtain such approval;

c.)

Closing Documents. Target shall execute and deliver, or cause to be executed and delivered, at the Closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by the other Party, all in a form satisfactory to the other Party, acting reasonably;

d.)	Usual Business. Other than in contemplation of or as required to give effect to the transactions contemplated by this Arrangement Agreement, Target shall conduct business only in, and not take any action except in, the ordinary course of its business and consistent with past practice;

e.)

Satisfaction of Conditions. Target shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement;

f.)	Cooperation. Target shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws;

g.)

Due Diligence. Target shall continue to make available and cause to be made available to the other Parties and their respective agents and advisors all documents, agreements, corporate records, and minute books as may be necessary to enable the other Parties to effect a thorough examination of Target and the business and financial status thereof and shall cooperate with the other Parties in securing access for the other Parties to any documents, agreements, corporate records or minute books not in the possession or under the control of Target; and

h.)

Further Actions. In a timely and expeditious manner, Target shall take all such actions as may be required under the Colorado Limited Liability Company Act and any other applicable Laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement, including obtaining all necessary waivers, consents and approvals required to be taken by it to fulfill its obligations under this Arrangement Agreement and to carry out the Arrangement and other transactions contemplated hereby.

ARTICLE 5.

CONDITIONS

5.1.

Mutual Conditions

The respective obligations of the Parties to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

a.)

the Court shall have granted the Final Order, in form and substance satisfactory to the Parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Shareholders and the Target Securityholders in accordance with Section 2.3 of the Plan of Arrangement, and the Final Order shall not have been set aside or modified in a manner unacceptable to such Parties, acting reasonably, on appeal or otherwise;

b.)

the Arrangement, with or without amendment, shall have been approved by the Buyco Shareholders and the Target Securityholders in accordance with subsections 2.1.b.) and 2.1.c.), respectively, of this Agreement, the provisions of the BCBCA and other applicable Laws, and the requirements of any applicable Securities Authority; and

c.)	this Arrangement Agreement shall not have been terminated pursuant to Section 6.4 hereof.

The foregoing conditions are for the mutual benefit of the Parties hereto and may be waived, in whole or in part, by a Party in writing at any time, insofar as the condition being waived is in favor of such Party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any Party hereto may terminate this Arrangement Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding Party.

5.2.

Pubco and Issuer Conditions

The obligations of Pubco and Issuer to complete the transactions contemplated herein are subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

a.)	each of the other Parties shall have complied in all material respects with its covenants and conditions herein;

b.)	the directors of Buyco and the Target Managers shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by each of them to permit the consummation of the Arrangement and other transactions contemplated hereby;

c.)	all necessary consents and approvals by third parties shall have been obtained to permit the consummation of the Arrangement;

d.)	Pubco and Issuer shall be satisfied in their sole and absolute discretion that the results of their tax, financial and legal due diligence investigation of the other Parties have not revealed any adverse material fact regarding the other Parties nor their assets;

e.)	there shall be no material actions, suits or proceedings, outstanding, pending or threatened against the other Parties at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality;

f.)	the representations and warranties of each of the other Parties shall be true in all material respects at the Effective Time; and

g.)	no Material Adverse Effect shall have taken place with respect to the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of any of the other Parties from the date of entry into this Arrangement Agreement until the Effective Time.

The foregoing conditions are for the benefit of Pubco and Issuer and may be waived, in whole or in part, by Pubco and Issuer in writing at any time. If any of such conditions shall not be complied with or waived by Pubco or Issuer on or before the date required for the performance thereof, then Pubco and Issuer may terminate this Arrangement Agreement by delivering written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by Pubco or Issuer.

5.3.

Buyco Conditions

The obligations of Buyco to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

Issuer shall not have incurred any further liabilities or made any payments thereon, other than liabilities and payments in connection with the transactions contemplated herein in respect of regulatory maintenance and filing fees, transfer agent fees, accounting or auditing fees, legal fees and reasonable expenses;

Issuer shall not have issued any securities, other than as contemplated herein or otherwise agreed to by the Parties, without the prior written consent of Buyco;

all Parties shall have complied in all material respects with their covenants herein;

the directors of Pubco and Issuer and the Target Managers shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Pubco, Issuer, and Target to permit the consummation of the Arrangement and the other transactions contemplated hereby;

all necessary consents and approvals shall have been obtained to permit the consummation of the Arrangement;

Buyco shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of Pubco, Issuer, and Target have not revealed any adverse material fact regarding any of Pubco, Issuer, nor Target or the assets thereof;

there shall be no material actions, suits or proceedings, outstanding, pending or threatened against any of Pubco, Issuer, nor Target at law or in equity or before or by any federal, provincial, municipal or other Governmental Entity, government department, commission, bureau, agency or instrumentality;

the representations and warranties of Pubco, Issuer, and Target shall be true in all material respects at the Effective Time;

no material adverse change shall have occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of any of Pubco, Issuer, and Target from the date of entry into this Arrangement Agreement until the Effective Time; and

Pubco shall have a minimum of 150 shareholders with a board lot of at least 500 Common Shares each so that, upon completion of the Arrangement, Issuer will have the required number of shareholders with minimum board lots to qualify for listing on a Canadian securities exchange.

The foregoing conditions are for the benefit of Buyco and may be waived, in whole or in part, by Buyco in writing at any time. If any of such conditions shall not be complied with or waived by Buyco on or before the date required for the performance thereof, then Buyco may terminate this Arrangement Agreement by delivering notice in writing to Pubco and Issuer in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by Buyco.

5.4.

Target Conditions

The obligations of Target to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

a.)

b.)	all Parties shall have complied in all material respects with their covenants herein;

c.)	the directors of Pubco, Issuer, and Buyco shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Pubco, Issuer, and Buyco to permit the consummation of the Arrangement and the other transactions contemplated hereby;

d.)	all necessary consents and approvals shall have been obtained to permit the consummation of the Arrangement;

e.)	there shall be no material actions, suits or proceedings, outstanding, pending or threatened against Pubco, Issuer, nor Buyco at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality;

f.)	the representations and warranties of Pubco, Issuer, and Buyco shall be true in all material respects at the Effective Time; and

g.)	no material adverse change shall have occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of Pubco, Issuer, nor Buyco from the date of entry into this Arrangement Agreement until the Effective Time.

The foregoing conditions are for the benefit of Target and may be waived, in whole or in part, by Target in writing at any time. If any of such conditions shall not be complied with or waived by Target on or before the date required for the performance thereof, then Target may terminate this Arrangement Agreement by delivering notice in writing to Pubco and Issuer in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by Target.

ARTICLE 6.

GENERAL

6.1.

Notice and Cure Provisions

Each Party hereto shall give prompt notice to the other Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could:

a.)

cause any of the representations or warranties of such Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Closing Date;

b.)

result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party hereto prior to the Effective Time; or

c.)

result in the failure to satisfy any of the conditions precedent in favor of the other Parties hereto contained in Sections 5.1 through 5.4 of this Agreement, as the case may be.

Subject as herein provided, a Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in Sections 5.1 through 5.4 of this Agreement or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

6.2.

Amendment

This Agreement may, at any time and from time to time before or after the holding of the Buyco Meeting and the Target Meeting be amended by mutual written agreement or all of the Parties without, subject to applicable Laws and the Final Order, further notice to or authorization on the part of their respective shareholders provided that no such amendment reduces or materially adversely affects the consideration to be received by any of the Buyco Shareholders or the Target Securityholders without the prior approval by the Buyco Shareholders and the Target Securityholders given in the same manner as required for the approval of the Buyco Arrangement Resolution or the Target Arrangement Resolution, as applicable, or as may be ordered by the Court.

6.3.

Mutual Understanding Regarding Amendments

The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, the Parties shall act reasonably in considering such amendment and if the other Parties and its shareholders, if applicable, are not prejudiced by reason of any such amendment they shall co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the Final Order.

6.4.

Termination

This Arrangement Agreement may be terminated in accordance with Article 5, or by mutual agreement of the Parties at any time prior to the Closing Date, in each case without further action on the part of the Buyco Shareholders or the Target Securityholders. If, by the Termination Date, the Arrangement has not been effected, any Party may terminate the Arrangement Agreement by sending seven days’ advance written notice of termination to the other Parties. The right of any Party to terminate this Arrangement Agreement shall be extinguished upon the occurrence of the Closing Date.

6.5.

Time of the Essence

Time shall be of the essence of this Arrangement Agreement.

6.6.

Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Arrangement Agreement by a Party to the other Party shall be in writing and may be given by delivering such notice by email transmission, fax transmission, courier service or by hand to the Party at the email address, fax number or street address (as the case may be), for delivery of notice set out on the first page of this Agreement or such other address or number as a Party may, from time to time, advise the other Party of by notice in writing made in accordance with this Section 6.6. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date it was delivered to the address provided herein (if such a day falls on a Business Day, and if not, then on the next succeeding Business Day) and if sent by email or fax transmission shall be deemed to have been given and received: (i) on the day of delivery provided it is received prior to 4:00 p.m. on a Business Day; or (ii) the next Business Day if received after 4:00 p.m. on a Business Day or on a non-Business Day.

6.7.

Public Announcements

The Parties hereto agree to coordinate the public disclosure made by them with respect to the Arrangement. The Parties hereto further agree that there shall be no public announcement or other disclosure with respect to the Arrangement or of the matters dealt with herein unless they have mutually agreed thereto or unless otherwise required by law or by regulatory rule or policy based on the advice of counsel. If any of the Parties hereto is required by law or regulatory rule or policy to make a further public announcement with respect to the Arrangement, such Party hereto shall provide as much notice to the other Parties hereto as is reasonably possible, including the proposed text of the announcement.

6.8.

Expenses

Each Party shall bear the costs of its own fees and expenses in connection with this Arrangement Agreement and the transactions contemplated hereby, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors. Pubco shall pay all of its transfer agent fees with respect to the distribution of the Issuer Distribution Shares to the Pubco Shareholders.

6.9.

Third Party Beneficiaries

The Parties intend that this Arrangement Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the Parties.

6.10.

Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of any other Party, but without further consideration, do, or cause to be done, all such other acts and things and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to give effect to the Arrangement and fully perform and carry out the terms and intent hereof, including without limitation, the Plan of Arrangement.

6.11.

Governing Laws

This Arrangement Agreement shall be exclusively governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Each Party hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under or in relation to this Arrangement Agreement.

6.12.

Waiver or Release

Any waiver or release of any conditions of this Arrangement Agreement, to be effective, must be in writing executed by the Party for whom such condition is expressed by this Agreement to benefit.

6.13.

Enurement and Assignment

This Arrangement Agreement shall enure to the benefit of and be binding upon the Parties, their respective successors and permitted assigns, and may not be assigned by any Party without the prior written consent of the other Party.

6.14.

Entire Agreement

This Arrangement Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties hereto with respect to the subject matter hereof.

6.15.

Severability

If any provision of this Arrangement Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Arrangement Agreement and such void or unenforceable provision shall be severed from this Arrangement Agreement.

[remainder of page intentionally blank]

6.16.

Counterparts

This Arrangement Agreement may be executed in counterparts delivered by electronic means, each of which shall be deemed conclusively to be an original and all of which together shall constitute one document.

IN WITNESS WHEREOF the Parties hereto have executed this Arrangement Agreement as of the date first written above.

VIRTUALARMOR, LLC

Per: “Todd Kannegieter”

Todd Kannegieter Authorized Signatory

VIRTUALARMOR INTERNATIONAL INC.

Per: “Todd Kannegieter”

Todd Kannegieter Authorized Signatory

BLUEPRINT CORPORATE SERVICES LTD.

Per: “Kyle Stevenson”

Kyle Stevenson Authorized Signatory

VIRTUALARMOR CAPITAL INC.

Per: “Sharmen Lee”

Sharmen Lee Authorized Signatory

“Kyle Stevenson”

KYLE STEVENSON

Schedule A

PLAN OF ARRANGEMENT

[inserted as following pages]

PLAN OF ARRANGEMENT

UNDER THE PROVISIONS OF DIVISION 5 OF PART 9

OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1.

INTERPRETATION

1.1.

Definitions

In this Plan of Arrangement, unless the context otherwise requires, the following words and phrases shall have the meanings hereinafter set out:

“Arrangement” means the arrangement under the provisions of section 288 of the BCBCA on the terms and conditions set forth in the Plan of Arrangement, which shall include the exchange of each Buyco Common Share outstanding for one Issuer Common Share;

“Arrangement Agreement” means this arrangement agreement, together with the schedules attached hereto, as may be amended, modified or supplemented from time to time in accordance herewith;

“Balance” means the balance of the Purchase Price to be paid by Buyco to Pubco at Closing, being Eight Thousand Dollars ($8,000);

“BCBCA” means the Business Corporations Act (British Columbia);

“Business Day” means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia;

“Buyco” means VirtualArmor Capital Inc. (formerly, 1015126 B.C. Ltd.), a private company incorporated under the BCBCA;

“Buyco Arrangement Resolution” means the resolution of Buyco Shareholders in respect of the Arrangement;

“Buyco Information Statement” means the management information statement summarizing the transactions under the Arrangement Agreement to be prepared and delivered to each of the Buyco Shareholders;

“Buyco Meeting” means the special meeting of Buyco Shareholders that may be held to consider and, if deemed advisable, approve the Arrangement, to be held as soon as reasonably practicable on such date as may be deemed advisable by the board of directors of Buyco, and any adjournment(s) or postponement(s) thereof;

“Buyco Shareholders” means the holders of Buyco Shares at such time;

“Buyco Shares” means, at any time, the Common Shares in the authorized capital of Buyco as constituted at such time;

“Closing” means closing of the Arrangement contemplated by the Arrangement Agreement and this Plan of Arrangement;

“Closing Date” means the date on which the Arrangement becomes effective, which shall be a date within five Business Days of the date that all conditions precedent contained in Article 5 of the Arrangement Agreement have been fulfilled or waived or such other date as determined by Buyco on providing the other Parties with at least seven days’ advance notice;

“Court” means the Supreme Court of British Columbia;

“Deposit” means a deposit of Two Thousand Dollars ($2,000) against the Purchase Price payable from Buyco to Pubco upon execution of the Arrangement Agreement;

“Effective Time” means 4:00 pm. (Vancouver time) on the Closing Date;

“Final Order” means the order of the Court approving the Arrangement granted pursuant to section 291 of the BCBCA, as such order may be amended at any time prior to the Closing Date or, if appealed, then unless such appeal is abandoned, withdrawn or denied, as affirmed;

“Governmental Entity” means any:

multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal (judicial, quasi-judicial, administrative or quasi-administrative), arbitral body, commission, board, bureau or agency, domestic or foreign;

ii)

any subdivision, agency, commission, board or authority of any of the foregoing; or

iii)

any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority in respect of or for the account of any of the foregoing;

“IFRS” means the International Financial Reporting Standards;

“Issuer” means VirtualArmor International Inc., a company to be incorporated under the laws of the State of Colorado as a wholly-owned subsidiary of Pubco;

“Issuer Distribution Shares” means 300,000 Issuer Shares;

“Issuer Shareholders” means, at any time, the holders of Issuer Shares at such time;

“Issuer Shares” means, at any time, the Common Shares in the authorized capital of Issuer as constituted at such time;

“Laws” means all statutes, regulations, statutory rules, principles of law, orders, published policies and guidelines, and terms and conditions of any grant of approval, permission, authority or licence of any court, Governmental Entity, statutory body or self- regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

“Listing Date” means the date on which the Issuer Shares are listed on a Canadian securities exchange;

“Material Adverse Effect”, when used in connection with Pubco, Issuer, Buyco, or Target means any matter or action that has an effect that is, or would reasonably be expected to be, material and adverse to the business, properties, assets, operations, condition (financial or otherwise) or prospects of such Party;

aa) “Party” and “Parties” means a signatory or multiple signatories to the Arrangement Agreement, respectively;

bb) “Person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government, regulatory authority or other entity;

cc) “Plan of Arrangement” means this plan of arrangement annexed as Schedule A to the Arrangement Agreement, as may be amended, varied, modified or supplemented from time to time in accordance with the Arrangement Agreement, the Plan of Arrangement, or by order of the Court;

dd) “Pubco” means Blueprint Corporate Services Ltd., incorporated under the BCBCA, which is or will be prior to Closing a reporting issuer in British Columbia and Alberta;

ee) “Pubco Controlling Shareholder” means Kyle Stevenson, who is the majority shareholder of Pubco;

ff) “Pubco Exchange Shares” means 1,000 Pubco Shares;

gg) “Pubco Shareholders” means, at any time, the holders of Pubco Shares at such time; hh) “Pubco Shares” means, at any time, the Common Shares in the authorized capital of Pubco as constituted at such time;

ii) “Purchase Price” means the aggregate purchase price to be paid by Buyco to Pubco as consideration for the acquisition of Issuer of Ten Thousand Dollars ($10,000), comprised of the Deposit to be paid on execution of the Arrangement Agreement and the Balance to be paid at Closing;

jj) “Purchase Shares” means the 10,000 shares in Issuer that were issued to Pubco immediately after incorporation of Issuer;

kk) “Record Date” means the date which shall be set by Pubco, at or prior to the Closing date, which shall be the date that establishes the Pubco Shareholders who will be entitled to receive the Issuer Distribution Shares pursuant to this Plan of Arrangement;

ll) “Registrar” means the Registrar of Companies for the Province of British Columbia duly appointed under the BCBCA;

mm) “Section 3(a)(10) Exemption” has the meaning set out in Section 2.3 of the Arrangement Agreement;

nn) “Securities Authorities” means the British Columbia Securities Commission and the other securities regulatory authorities in the provinces and territories of Canada and the Securities and Exchange Commission of the United States of America, collectively;

oo) “SEDAR” means the System for Electronic Disclosure and Analysis and Retrieval;

pp) “Target” means VirtualArmor, LLC, a limited liability company organized under the laws of the State of Colorado;

qq) “Target Arrangement Resolution” means the resolution of the Target Securityholders in respect of the Arrangement;

rr) “Target Information Statement” means the management information statement summarizing the transactions under the Arrangement Agreement to be prepared and delivered to each of the Target Securityholders;

ss) “Target Managers” means, at any time, the managers of Target appointed or elected under the Target Operating Agreement;

tt) “Target Meeting” means a meeting of Target Securityholders that may be held to consider and, if deemed advisable, approve the Arrangement, to be held as soon as reasonably practicable on such date as may be deemed advisable by the Target Managers, and any adjournment(s) or postponement(s) thereof;

uu) “Target Members” means, at any time, the holders of Target Units at such time;

vv) “Target Operating Agreement” means the Amended and Restated Operating Agreement of Target entered into as of July 15, 2005;

ww) “Target Securities” means, collectively, the Target Units and the Target Warrants;

xx) “Target Securityholders” means, collectively, the Target Members and the Target Warrantholders;

yy) “Target Units” means the issued and outstanding units in Target; zz) “Target Warrantholders” means the holders of Target Warrants;

aaa) “Target Warrants” means all outstanding warrants to purchase Target Units issued by Target as of the Closing Date;

bbb) “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including, without limitation, all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada and Quebec Pension Plan premiums, employer health taxes, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes,

property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest, fines and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing or that may become payable in respect thereof; and liability for any of the foregoing as a transferee or successor, guarantor or surety or in a similar capacity under any contract, arrangement, agreement, understanding or commitment (whether written or oral);

ccc) “Termination Date” means July 31, 2015 or such later date as may be agreed upon in writing by the Parties. After such date, either Party may terminate this Arrangement Agreement by giving notice of such intention to the other Party in accordance with Section 6.6 of the Arrangement Agreement;

ddd) “Transfer Agent” means the registrar and transfer agent for the Issuer Shares; and eee) “USA” means the United States of America.

In addition, words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2.

Interpretation Not Affected by Headings

The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to a section or an exhibit refers to the specific section of or exhibit to this Plan of Arrangement.

1.3.

Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter, and the word person and all words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture, or government (including any Governmental Entity, political subdivision or instrumentality thereof) and any other entity of any kind or nature whatsoever.

1.4.

Date for any Action

If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

1.5.

Currency

All references to money in this Plan of Arrangement are expressed in the lawful currency of Canada.

ARTICLE 2. THE ARRANGEMENT

2.1.

Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of and forms a part of the Arrangement Agreement, as amended in accordance with its terms or by order of the Court.

2.2.

Closing Date

The Plan of Arrangement shall become effective at, and be binding on the Parties, the Buyco Shareholders, and the Target Securityholders at and after the Effective Time.

2.3.

Arrangement Procedure

Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without any further act or formality:

Pubco to Buyco Share Transfer – Buyco Becomes Parent of Issuer: Buyco shall acquire from Pubco the Purchase Shares, being all issued and outstanding Issuer Shares, for consideration of the payment by Buyco to Pubco of the Purchase Price, comprised of the Deposit payable on execution of the Arrangement Agreement and the Balance payable on Closing;

Buyco-Issuer Share Exchange (Reverse Merger) – Issuer Becomes Parent of Buyco: Buyco and Issuer shall exchange securities on a 1:1 basis, as follows:

each Buyco Share will be exchanged by the holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid and non-assessable Issuer Share, and the name of each holder will be removed from the central securities register of Buyco and added to the central securities register of Issuer;

ii)

each Buyco Shareholder shall be deemed, without any further action on his or her part, to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer his or her Buyco Shares to Issuer; and

iii)

the certificates representing the Buyco Shares held by the former Buyco Shareholders will be deemed to have been cancelled subsequent to their transfer to Issuer and will be replaced by a single share certificate registered in the name of Issuer and Issuer will be and will be deemed to be the lawful owner and transferee of all such Buyco Shares; thereafter, any director of Issuer will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully give effect to the transfer, share exchange and cancellations contemplated hereby;

Issuer Share/Target Unit Exchange – Issuer Acquires Target: 40,000,000 Issuer Shares will be issued to the Target Members in exchange for all of the issued and outstanding Target Units, as follows:

40,000,000 Issuer Shares will be exchanged by the holder thereof free and clear of all liens, claims and encumbrances for all of the issued and outstanding fully paid and non-assessable Target Units and the name of each holder will be removed from the central securities register of Issuer and set out together with his/her/its sharing ratio in an amendment to the Target Operating Agreement;

ii)

each Issuer Shareholder shall, without any further action on his or her part, be deemed to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer such holder’s Issuer Shares to Target; and

iii)

the certificates representing the Issuer Shares held by the former Issuer Shareholders will be deemed to have been cancelled subsequent to their transfer to Target and will be replaced by a single share certificate registered in the name of Target and Target will be (and will be deemed to be) the lawful owner and transferee of all such Issuer Shares; thereafter, any Target Manager will be authorized to execute all such further documents and assurances as may be required by any transfer agent or depositary to give full effect to the transfer, share exchange and cancellations contemplated hereby;

Pubco/Issuer Share Exchange – Issuer Becomes a Reporting Issuer: Pubco and Issuer shall exchange securities as follows: Pubco shall issue the Pubco Exchange Shares to Issuer and the Issuer Distribution Shares shall then be distributed to the Pubco Shareholders holding Pubco Shares as of the Record Date on a pro rata basis as a stock dividend, except that: (i) the parties acknowledge that more than 300,000 shares may be required to be exchanged in order to meet the requirements of a Canadian securities exchange; and (ii) if more than 300,000 shares are required to be dividended, the number of shares equal to the difference between 300,000 and that required additional number of shares will be cancelled by the Pubco Controlling Shareholder concurrently with the issuance of the dividend;

the Purchase Shares shall be cancelled;

the central securities register and warrant register, if applicable, of each of Pubco, Buyco and Issuer and the Target Operating Agreement shall be updated or amended, as appropriate, accordingly; and

the Target Operating Agreement shall be updated or amended, as appropriate, accordingly.

2.4.

Certificates of Issuer Securities

Issuer shall, as soon as practicable following the Effective Time, arrange for the delivery to each Buyco Shareholder and Target Securityholder of one or more certificates representing that number of Issuer Securities to which such Buyco Shareholder and Target Securityholder, as applicable, is entitled as determined in accordance with Section 2.3 of this Plan of Arrangement. Each of Buyco and Target shall arrange for the cancellation on its respective books and records of all previously issued certificates for Buyco Shares and Target Securities, respectively. In the event of a transfer of ownership of Buyco Shares or Target Securities that is not registered in the transfer records of Buyco or Target, respectively, one or more certificates representing the proper number of Issuer Shares may be issued to the transferee if the certificates representing

such Buyco Shares or Target Securities, as applicable, are presented to the Transfer Agent accompanied by all documents required to evidence and effect such transfer to the transferee. Until surrendered as contemplated by this Section 2.4, each certificate which immediately prior to the Effective Time represented one or more outstanding Buyco Shares or Target Securities, as applicable, shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificates representing Target Securities, as contemplated by this Section 2.4.

2.5.

Fractional Shares

No fractional shares shall be issued to the Buyco Shareholders nor the Target Members in connection with the foregoing procedure (after aggregating all fractional entitlements for a particular Buyco Shareholder or Target Member, as applicable) and fractions shall be rounded down to the next nearest whole share.

2.6.

Target Operating Agreement

Target shall, as soon as practicable following the Effective Time, cause the Operating Agreement to be updated to reflect the transfer of the Target Securities to Issuer.

2.7.

Issuer Shareholder Stock Restrictions

All shareholders to whom Issuer Distribution Shares are issued on Closing of the Arrangement, other than the Pubco Controlling Shareholder who will be subject to the stock restrictions set out in Section 2.8 below, will enter into a stock restriction agreement with Issuer pursuant to which all of the Issuer Shares held by each such shareholder will be restricted from trading, and which will include the following automatic timed releases for the shares held:

Date of Automatic Timed Release	Amount of Securities Released
On the Listing Date	1/10 of the shares held
6 months after the Listing Date	1/6 of the remainder of the shares held
12 months after the Listing Date	1/5 of the remainder of the shares held
18 months after the Listing Date	1/4 of the remainder of the shares held
24 months after the Listing Date	1/3 of the remainder of the shares held
30 months after the Listing Date	1/2 of the remainder of the shares held
36 months after the Listing Date	The remainder of the shares held

and such shares shall bear any applicable restrictive legend, provided that all or any portion of such stock restrictions shall terminate at any time at the discretion of the Issuer by publicly announcing its intention to remove such stock restrictions, provided that the removal of such stock restrictions is completed pro rata among the shares subject to such stock restrictions.

2.8.

Pubco Controlling Shareholder Stock Restrictions

The Pubco Controlling Shareholder will enter into a stock restriction agreement with Issuer pursuant to which all of the Issuer Shares held by the Pubco Controlling Shareholder will be

restricted from trading and which will include the following automatic timed releases for the shares held:

Date of Automatic Timed Release	Amount of Securities Released
3 months after Listing Date	10% of the shares held
6 months after Listing Date	20% of the remainder of the shares held
12 months after Listing Date	20% of the remainder of the shares held
18 months after Listing Date	The remainder of the shares held

2.9.

Further Acts

Notwithstanding that the transactions or events set out in this Article 2 occur and shall be deemed to occur in the order herein set out without any further act or formality, each of the Parties agrees to make, do and execute or cause to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required by it in order to further document or evidence any of the transactions or events set out in this Article 2 including, without limitation, any resolutions of directors and Managers authorizing the issuance, transfer or cancellation of shares and units, any powers of attorney evidencing the transfer of securities and any receipt therefor and any necessary additions to or deletions from central securities registers and the Target Operating Agreement.

ARTICLE 3. AMENDMENT

3.1.

Documentation

Each of the Parties reserves the right to collectively amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that any such amendment, modification or supplement must be contained in a written document which is filed with the Court and, if made following the dates on which the Arrangement is approved by the Buyco Shareholders:

is approved by the Court; and

if the Court so directs, is approved by the Buyco Shareholders and Target Securityholders,

and, in any event, is communicated to the Buyco Shareholders and Target Securityholders in the manner required by the Court, if so directed.

3.2.

Timing

Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by the Parties, may be made at any time and, and shall become part of this Plan of Arrangement for all purposes, unless it materially affects the rights or entitlements of the Buyco Shareholders, in which case it must also be accepted by the Buyco Shareholders.

3.3.

Consent

Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court shall be effective only if consented to by each of the Parties if the Court so directs.

ARTICLE 4. TERMINATION

4.1. Termination

The Arrangement Agreement may be terminated in accordance with Article 5 of the Arrangement Agreement or by mutual agreement of the Parties at any time prior to the Closing Date, in each case without further action on the part of the Buyco Shareholders or the Target Securityholders. If, by the Termination Date, the Arrangement has not been effected, any Party may terminate the Arrangement Agreement by sending seven days’ advance notice of termination to the other Parties. The right of any Party to terminate the Arrangement Agreement shall be extinguished upon the occurrence of the Closing Date.

EX1A-8 ESCW AGMT 24 ex8.htm EXHIBIT 8

Exhibit 8

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) is made as of ____________, 2017, by and between VirtualArmour International Inc. (the “Company”) and Burns, Figa & Will PC (the “Escrow Agent”).

RECITALS

WHEREAS, the Company is offering to subscribers, pursuant to an offering circular dated ____________, 2017 and a subscription agreement associated therewith (the “Subscription Agreement”), the ability to purchase shares of the Company’s common stock (the “Securities”) for aggregate proceeds as described in the Offering Circular to be filed pursuant to Regulation A of the Securities Act of 1933, as amended (the “Offering”). The receipt of subscriptions in the Offering shall be the “Escrow Funds.” If wire transfer fees reduce the amount actually received by the Escrow Agent, then the Company shall immediately provide funds to the Escrow Agent such that the purchase price of the securities shall equal the Escrow Funds.

WHEREAS, the Company will deliver the Securities against payment therefore, with the Escrow Funds to be released by the Escrow Agent to the Company in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1
TERMS OF THE ESCROW

1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the Escrow Funds.

1.2. The Company will cause each subscriber to deliver to the Escrow Agent the funds necessary for the purchase of the Securities, and executed copies of the Subscription Agreement and any supplements thereto (the “Escrowed Documents”).

1.3. Upon receipt of funds from subscribers, the Escrow Agent will deposit such amounts into the account listed below, or wire transfers to the Escrow Agent must be made as follows, and the Escrow Agent will notify the Company, telephonically on a periodic basis, of the amount of funds it has received into the escrow account:

Colorado Business Bank

821 17^th Street

Denver, Colorado 80202

ABA Routing Number: ___________________________

Account Name: Burns, Figa & Will, P.C. COLTAF Trust Account

Account Number: _________________________

1.4. The Escrow Agent is authorized to forward each check for collection and, upon collection of the proceeds of each check, deposit the collected proceeds in the escrow account. As an alternative, the Escrow Agent may telephone the bank on which the check is drawn to confirm that the check has been paid.

1.5. Any check returned unpaid to the Escrow Agent shall be returned to the subscribers, and notice will be given to the Company of such return.

1.6. If the Company rejects any subscription for which the Escrow Agent has already collected funds, the Escrow Agent shall promptly issue a refund check to the rejected subscribers, without interest thereon. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the subscriber’s check for collection, the Escrow Agent shall promptly issue a check in the amount of the subscriber's check to the rejected subscribers after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected subscriber’s check for collection, the Escrow Agent shall promptly remit the subscriber’s check directly to the subscriber.

1.7. If the Offering is over-subscribed, the Company may in its sole discretion reject in whole or in part certain subscriptions or may reduce subscriptions pro-rata and shall instruct the Escrow Agent as to which subscriptions or portions thereof to refund to the subscribers.

1.8. Upon the Escrow Agent’s receipt of $300,000 in Escrow Funds from the subscribers, it shall advise the Company by telephone or e-mail of any deficiency compared to the purchase price of the Securities due to deduction of wire transfer fees, and the Company will immediately provide additional funds to the Escrow Agent, to be added to the Escrow Funds, to the extent of such deficiency.

1.9. After receipt of additional funds from the Company for deduction of wire transfer fees, and if the Escrow Agent has received the Escrowed Documents from subscribers, and after the Escrowed Funds have had sufficient time to be deposited and cleared as good funds, then the Company shall deliver to the Escrow Agent:

(i) The instruments, if any, evidencing the Securities to be issued to the subscribers or alternatively its written representation that it will deliver any certificates and instruments evidencing the Securities to the subscribers within ten days from the release of the Escrowed Funds;

(ii) The Company’s executed counterpart of the Subscription Agreement; and

(iii) Written instructions from the Company advising the Escrow Agent to deliver the Escrow Funds to the Company or its designee via wire transfer.

This initial release of funds following receipt of the $300,000 is referred to as the “Closing.” After the Closing, the Company may request at reasonable intervals that subsequent closings occur with respect to additional deposits of Escrow Funds, subject to the Escrow Agent’s receipt of instruments if any, evidencing Securities to be issued to new subscribers and the Company’s executed counterpart of the Subscription Agreement.

1.10. Once the Escrow Funds have been sent per the Company’s instructions, if provided to the Escrow Agent by the Company the Escrow Agent shall send the Subscription Agreement and Securities (if certificated) to the respective subscribers, or in accordance with Section 1.9 above the Company shall cause such documents and instruments to be delivered to the subscribers within ten days of the Closing and/or any subsequent closings.

1.11. If the Closing has not occurred within one year from the date of qualification of the Offering (subject to extension by the Company, in its sole discretion), then the Escrow Agent will promptly return all Escrow Funds to the subscribers, without interest or deduction. Any subscription not accepted by the Company prior to the final closing will be promptly returned to the subscriber, without interest or deduction.

ARTICLE II

MISCELLANEOUS

2.1 No waiver or any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

2.2 All notices or other communications required or permitted hereunder shall be in writing, and shall be sent as set forth in the Subscription Agreement.

2.3 This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto.

2.4 This Escrow Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Escrow Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.

2.5 Whenever required by the context of this Escrow Agreement, the singular shall include the plural and masculine shall include the feminine. This Escrow Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same.

2.6 The parties hereto expressly agree that this Escrow Agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the State of Colorado. Any action to enforce, arising out of, or relating in any way to, any provisions of this Escrow Agreement shall only be brought in a state or federal court sitting in Denver, Colorado.

2.7 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company and the Escrow Agent.

2.8 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud and willful misconduct, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the absence of gross negligence, fraud and willful misconduct.

2.9 The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. The Escrow Agent will provide each party with prompt notice of and a copy of each and all such warnings, orders, judgments, and decrees. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

2.10 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver the Subscription Agreements or any documents or papers deposited or called for thereunder in the absence of gross negligence, fraud and willful misconduct.

2.11 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary proper to advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation; provided that the costs of such compensation shall be borne by the Escrow Agent.

2.12 The Escrow Agent has acted as legal counsel for the Company, and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Company acknowledges that the Escrow Agent’s duties holding funds for subscribers pursuant to Subscription Agreements may conflict with the Escrow Agent’s responsibility to the Company as the Escrow Agent’s client. By executing this Agreement, and having had the opportunity to discuss with independent counsel (other than the Escrow Agent), this Agreement and any potential conflicts of interest resulting from this Agreement, the Company waives any conflict of interest between the Company and the Escrow Agent in its capacity as counsel to the Company. The Company directs the Escrow Agent to conduct its activities as Escrow Agent in accordance with the requirements of this Agreement and the disclosure made to prospective investors. This Escrow Agreement constitutes a business transaction between the Company and the Escrow Agent. The Escrow Agent has advised the Company to obtain independent legal advice with respect hereto. The Escrow Agent further notes that it has certain rights, duties and protections under this Agreement that may not be consistent with its duties to the Company as counsel to the Company, and the Company understands and accepts such rights, duties and protections in accordance with the terms of this Agreement for the purposes hereof.

2.13 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the Company. In the event of any such resignation, the Company shall appoint a successor escrow agent and the Escrow Agent shall deliver to such successor escrow agent any Escrow Funds and other documents held by the Escrow Agent. In no event will the Escrow Agent’s resignation as Escrow Agent in accordance with this Agreement result in the breach of any duties owed to the Company as legal counsel to the Company.

2.14 If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

2.15 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Funds held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (a) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Funds until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Escrow Funds and any other property and documents held by the Escrow Agent hereunder to a state court having competent subject matter jurisdiction and located in Denver, Colorado, in accordance with the applicable procedure therefore.

2.16 The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall have been determined by final, unappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud or willful misconduct of the Escrow Agent.

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

VIRTUALARMOUR INTERNATIONAL INC.	BURNS FIGA & WILL PC
By: ________________________________ Todd Kannegieter, CEO	By: ________________________________ Herrick K. Lidstone, Jr., President

EX1A-13 TST WTRS 25 ex13x1_.htm EXHIBIT 13.1

Exhibit 13.1

No money or consideration is being solicited and will not be accepted, no offer to buy securities can be accepted and any such offer can be withdrawn before qualification, and a person’s indication of interest does not create a commitment.

EX1A-13 TST WTRS 26 ex13x2_ppt.htm EXHIBIT 13.2

Exhibit 13.2

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