Exhibit 4.29

SHARE PURCHASE AGREEMENT

between

SHAREHOLDERS OF CLINIQUANTUM LTD.,
AS SELLING SHAREHOLDERS

and

CLINIQUANTUM LTD.,
AS THE COMPANY

and

NEUROTHERA LABS INC.,
AS THE PURCHASER

dated as of

March 9, 2026

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 9^th day of March, 2026.

BETWEEN:

SHAREHOLDERS OF CLINIQUANTUM LTD.

as set out in Section 3.03 of the Disclosure Schedules

(hereinafter referred to as the “Selling Shareholders”)

OF THE FIRST PART

-and-

CLINIQUANTUM LTD.

a corporation incorporated under the laws of the State of Israel

(hereinafter referred to as the “Company”)

OF THE SECOND PART

-and-

NEUROTHERA LABS INC.

a corporation incorporated pursuant to the laws of the Province of British Columbia and having its registered head office located at 2264 E 11^th Ave., Vancouver, British Columbia V5N 1Z6

(hereinafter referred to as the “Purchaser”)

OF THE THIRD PART

WHEREAS the Selling Shareholders collectively own 56,375 ordinary shares in the capital of the Company (the “Purchased Shares”), representing 54.01% of the issued and outstanding ordinary shares in the capital of Company (the “Cliniquantum Shares”);

AND WHEREAS each such Selling Shareholder holds such number of Purchased Shares opposite their name in Section 3.03 of the Disclosure Schedules (as defined herein);

AND WHEREAS the Selling Shareholders wish to sell and the Purchaser wishes to acquire the Purchased Shares;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
INTERPRETATION

Section 1.01 Definitions.

Throughout this Agreement, except as otherwise expressly provided, the following terms have the meanings specified or referred to in this Section 1.01:

provided, further, that any event, occurrence, fact, condition, change, effect or development referred to in clauses (i), (ii), (iii), (iv), (v) or (ix) above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, change, effect or development has a disproportionate adverse effect on the Company compared to other participants in the industry in which the Company conducts its business.

Section 1.02 Certain Rules of Interpretation

In this Agreement and the Schedules:

Section 1.03 Virtual Data Room.

Any reference to a document or matter being “made available to the Purchaser” includes the posting of such document or matter on the virtual data room established by the Company to which the Purchaser has had access; provided that access to such documents or matters via the virtual data room shall have been granted to the Purchaser at least two days prior to the Effective Date. Any reference to a document or matter being “made available to the Selling Shareholders” includes any document publicly filed by or on behalf of the Purchaser on its SEDAR+ profile at www.sedarplus.ca.

Section 1.04 Entire Agreement.

Section 1.05 Accounting Principles.

Unless otherwise specified, any reference in this Agreement to “generally accepted accounting principles” or “GAAP” is to the accounting standards for private enterprises, and for greater certainty, Part II of the CPA Canada Handbook, in effect in Canada at the date of determination and consistently applied in accordance with past practices.

Section 1.06 Schedules

The Schedules to this Agreement, including the Disclosure Schedules, form an integral part of this Agreement.

ARTICLE II
PURCHASE AND SALE

Section 2.01 Purchase and Sale.

Subject to the terms and conditions set forth herein, at the Closing, Selling Shareholders shall sell to Purchaser, and Purchaser shall purchase from Selling Shareholders, the Purchased Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Section 2.02 Purchase Price.

Section 2.03 Earn-Out Payments

Section 2.04 Transactions to be Effected at the Closing. 

Section 2.05 Closing.

Subject to the terms and conditions of this Agreement, the purchase and sale of the Purchased Shares contemplated hereby shall take place at a closing (the “Closing”) to be held at 10 a.m., Toronto time on the Closing Date, at the offices of the Purchaser, 2264 E 11^th Ave., Vancouver, British Columbia V5N 1Z6, or at such other time or on such other date or at such other place as the Selling Shareholders’ Representative and Purchaser may mutually agree upon in writing.

Section 2.06 Finders’ Fees.

Section 2.07 Securities Matters

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS

Each Selling Shareholder, on a several basis and not a joint and several basis, hereby represents and warrants to the Purchaser with respect to itself only, as set out in this ARTICLE III as of the date hereof and as at the Closing Time and acknowledges that the Purchaser is relying on those representations and warranties in entering into this Agreement and completing the transactions contemplated by it.

Section 3.01 Binding Effect.

Each Selling Shareholder has the power and capacity to own the Purchased Shares held by it and to enter into and perform its obligations under this Agreement and each of the Transaction Documents and Closing Documents to which it is a party. This Agreement and each of the Transaction Documents and Closing Documents to which the Selling Shareholder is a party has been duly executed and delivered by such Selling Shareholder and is a legal, valid and binding obligation of the Selling Shareholder, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors and others and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

Section 3.02 Authority

Each Selling Shareholder has the legal capacity and authority to execute and deliver each Transaction Document to which he or she is a party and to consummate the transactions contemplated thereby. The execution and delivery of each Transaction Document to which such Selling Shareholder is a party, the performance of such Selling Shareholder’s obligations set forth in such Transaction Documents and no other proceeding on the part of such Selling Shareholder is necessary to authorize each Transaction Document to which such Selling Shareholder is a party or to consummate the transactions contemplated thereby. This Agreement has been duly executed and delivered by such Selling Shareholder and constitutes, and each of the other Transaction Documents to which such Selling Shareholder will be a party upon execution and delivery by such Selling Shareholder will constitute, a valid, legal and binding obligation of such Selling Shareholder (assuming that this Agreement has been, and each other Transaction Document upon its execution and delivery will be, duly and validly authorized, executed and delivered by the other parties hereto or thereto), enforceable against such Selling Shareholder in accordance with its terms.

Section 3.03 Title to Purchased Shares.

Each Selling Shareholder is the beneficial owner and legal holder of record of all of the Purchased Shares as are set out opposite its name in Section 3.03 to the Disclosure Schedules, with good and marketable title thereto, free and clear of all Encumbrances, other than those restrictions contained in the articles of the Company.

Section 3.04 No Other Agreements or Options

As of the Closing Date, other than the Purchaser pursuant to this Agreement, no Person has any agreement or option or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option to acquire any of Purchased Shares as are referred to opposite the name of the Selling Shareholder in Section 3.03 to the Disclosure Schedules.

Section 3.05 No Conflicts.

Neither the execution and delivery of or performance by the Selling Shareholder of this Agreement or any other agreement contemplated hereunder or ancillary hereto (including the Transaction Documents and the Closing Documents) will result in a breach of, or conflict with, or cause the acceleration of any payment, right or obligation pursuant to, or the creation of any Encumbrance upon any of the Purchased Shares, or allow any Person to exercise any rights under, any of the terms or provisions of:

Section 3.06 No Litigation.

There is no action, suit or proceeding, or governmental inquiry or investigation, pending or, to the Selling Shareholder’s Knowledge, threatened against either the Selling Shareholder in connection with the Purchased Shares being sold by them or that questions the validity of this Agreement or the right of the Selling Shareholder to enter into this Agreement and consummate the transactions contemplated thereby.

Section 3.07 Required Regulatory Approvals.

There is no requirement on the part of the Selling Shareholder to give or obtain (as applicable) any Regulatory Approval in connection with the lawful completion of the transactions contemplated by this Agreement.

Section 3.08 Required Consents.

No notice to, filing with, or authorization, consent, or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by either Selling Shareholder or the consummation by either Selling Shareholder of the transactions contemplated hereby, except for (i) those the failure of which to obtain or make is not and would not reasonably be expected to be, individually or in the aggregate, material to such Selling Shareholder’s ownership of the Purchased Shares and is and would not reasonably be expected to prevent, materially delay or materially impair the ability of such Selling Shareholder to consummate the transactions contemplated hereby and (ii) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of any Transaction Document to which any Selling Shareholder is a party nor the consummation by such Selling Shareholder of the transactions contemplated thereby will (a) to the extent such Selling Shareholder is not a natural Person, conflict with or result in any breach of any provision of such Selling Shareholder’s Constating Documents, (b) result in a violation or breach of, or cause acceleration or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Material Contract to which such Selling Shareholder is a party or (c) violate any Law of any Governmental Entity having jurisdiction over such Selling Shareholder, which, in the case of any of clauses (b) and (c) above, would, individually or in the aggregate, adversely affect such Selling Shareholder’s ownership of the Shares.

Section 3.09 Residence of Selling Shareholder

Each Selling Shareholder is a “non-resident” of Canada within the meaning of the Tax Act.

Section 3.10 Waiver of Claims Against the Company.

Each Selling Shareholder, solely in its capacity as shareholder of the Company, hereby irrevocably and unconditionally waives and releases, effective as of the Closing, all past, present and future claims, demands, rights of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions and demands whatsoever that such Selling Shareholder has or may have against the Company or any of its past or present officers, directors, employees or agents, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the Parties or in their contemplation at the date of this Agreement, in any jurisdiction; provided, however, that nothing in this Section 3.10 shall release or waive (a) any rights of such Selling Shareholder under this Agreement, (b) any rights of such Selling Shareholder to receive the Consideration Shares and Earn-Out Payments in accordance with Article II, or (c) any rights of such Selling Shareholder as a shareholder of the Purchaser following the Closing.

Section 3.11 No Brokers

Other than the Finders listed in Schedule “B” hereof, each Selling Shareholder has carried on all negotiations relating to this Agreement and the transactions contemplated by this Agreement without the intervention on its behalf of any other Person in such a manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment payable.

Section 3.12 Selling Shareholders’ Representative.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as set out in this ARTICLE IV as of the date hereof and as of the Closing Date, and acknowledges that the Purchaser is relying on those representations and warranties in entering into this Agreement and completing the transactions contemplated by it. For purposes of this ARTICLE IV, “Knowledge” or “to the Company’s Knowledge” (or similar phrases) shall mean the actual knowledge of the Company’s directors and officers together with the knowledge such directors and officers would reasonably be expected to have after due inquiry.

Section 4.01 Purchased Shares.

The Purchased Shares represent 54.01% of the issued and outstanding Cliniquantum Shares as of the Closing Date on a fully diluted basis (as of immediately prior to the Closing). Following the Closing, the Purchaser shall hold 54.01% of the issued and outstanding Cliniquantum Shares on a fully diluted basis, free and clear of all Encumbrances, other than those restrictions contained in the Articles of the Company.

Section 4.02 Organization and Corporate Power.

Section 4.03 Capital Structure.

Section 4.04 Authority; Non-Contravention.

other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Encumbrances that individually or in the aggregate would not have a Material Adverse Effect or would not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Section 4.05 Financial Statements; No Undisclosed Liabilities

Section 4.06 Assets and Properties. 

Section 4.07 Intellectual Property.

Section 4.08 Labour Matters.

Section 4.09 Litigation.

There is no Action pending against or, to the Knowledge of the Company, threatened against the Company. The Company is not subject to any outstanding Governmental Order. No event has occurred, or circumstances exist, that may give rise to, or serve as a basis for, any such Action.

Section 4.10 Compliance with Laws.

The Company has not been advised, nor does the Company have reason to believe, that it is not conducting the Business in compliance with all applicable Laws of the jurisdictions in which it is conducting the Business. The Company has not received any notice of any violation or alleged violation of any applicable Law.

Section 4.11 Material Contracts.

Section 4.12 Taxes.

Section 4.13 Related Party Transactions. 

Section 4.14 No Subsidiaries.

The Company does not own or control, directly or indirectly, any partnership interests, shares or other equity interests in any other entity or any voting rights or right to control the policies and direction of any entity.

Section 4.15 Insurance. 

The Company doesn’t maintain insurance coverage.

Section 4.16 Privacy and Data Protection.

Section 4.17 Directors and Officers.

Section 4.17 of the Disclosure Schedules sets forth the names and titles of all of the directors and officers of the Company.

Section 4.18 Bank Accounts.

Section 4.18 of the Disclosure Schedules sets forth a true and complete list of:

The bank accounts set forth in Section 4.18 of the Disclosure Schedules represent all of the bank accounts used in or relating to the Business and/or the Company.

Section 4.19 Books and Records.

The Books and Records of the Company, all of which have been made available to the Purchaser, are complete and correct and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all meetings, and resolutions in writing of, the shareholders, the board of directors and any committees of the board of directors of the Company.

Section 4.20 Full Disclosure.

All disclosure provided to the Purchaser regarding the Company, the Business and the transactions contemplated hereby, including the Disclosure Schedules, furnished by the Company or the Selling Shareholders with respect to the representations and warranties made herein, are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Selling Shareholders and the Company that the statements contained in this ARTICLE V are true and correct as of the date hereof.

Section 5.01 Corporate Status and Authorization of Purchaser.

ARTICLE VI
COVENANTS

Section 6.01 Confidentiality.

From and after the Closing, the Selling Shareholders shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Company, except to the extent that the Selling Shareholders can show that such information: (a) is generally available to, and known by, the public through no fault of the Selling Shareholders, any of their Affiliates or any of their respective Representatives; or (b) is lawfully acquired by the Selling Shareholders, any of their Affiliates or any of their respective Representatives from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Selling Shareholders, any of their Affiliates or any of their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Selling Shareholders shall promptly notify Purchaser in writing and shall disclose only that portion of such information that the Selling Shareholders are advised by its counsel in writing is legally required to be disclosed; provided that the Selling Shareholders shall use their reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

Section 6.02 Personal Information Privacy.

Purchaser shall, at all times, comply with all Laws governing the protection of personal information with respect to Personal Information disclosed or otherwise provided to Purchaser by the Selling Shareholders or the Company under this Agreement. Purchaser shall only collect, use or disclose such Personal Information for the purposes of investigating the Company and the Business as contemplated in this Agreement and completing the transactions contemplated in this Agreement. Purchaser shall safeguard all Personal Information collected from the Selling Shareholders or the Company in a manner consistent with the degree of sensitivity of the Personal Information and maintain, at all times, the security and integrity of the Personal Information. Purchaser shall not make copies of the Personal Information or any excerpts thereof or in any way recreate the substance or contents of the Personal Information if the purchase of the Purchased Shares is not completed for any reason and shall return all Personal Information to Selling Shareholders or, at Selling Shareholders’ request, destroy such Personal Information at Selling Shareholders’ sole cost.

Section 6.03 Other Approvals and Consents. 

The Company and Purchaser shall use their respective commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.04 of the Disclosure Schedules.

Section 6.04 Conduct of Business Pending Closing.

Section 6.05 Notification of Certain Matters.

During the Interim Period, each Party shall promptly notify the other Parties in writing of:

No notification pursuant to this Section 6.05 shall be deemed to amend or supplement the Disclosure Schedules for the purpose of determining the accuracy of any representation or warranty made in this Agreement.

Section 6.06 Access to Information.

During the Interim Period, the Company shall, and shall cause its Representatives to, afford the Purchaser and its Representatives reasonable access during normal business hours to the Company’s properties, Books and Records, Contracts and personnel, and shall furnish to the Purchaser and its Representatives such financial, operating and other data and information as the Purchaser may reasonably request; provided, however, that any such access shall be conducted in a manner that does not unreasonably interfere with the Business or operations of the Company and shall be subject to reasonable confidentiality restrictions.

Section 6.07 Exclusivity.

Section 6.08 Further Assurances.

Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

ARTICLE VII
CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of All Parties.

The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or before the Closing, of each of the following conditions:

Section 7.02 Conditions to Obligations of Purchaser.

The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser’s waiver, at or before the Closing, of each of the following conditions:

Section 7.03 Conditions to Obligations of the Selling Shareholders.

The obligations of the Selling Shareholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Selling Shareholders’ waiver, at or before the Closing, of each of the following conditions:

ARTICLE VIII
INDEMNIFICATION

Section 8.01 Survival.

Subject to the limitations and other provisions of this Agreement, the representations and warranties set out herein shall survive the Closing and shall remain in full force and effect as follows:

All covenants and agreements of the Parties set out herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party before the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved or the expiry of the limitation period under applicable Law, whichever is sooner.

Section 8.02 Indemnification by Selling Shareholders.

Subject to the other terms and conditions of this ARTICLE VIII, each Selling Shareholder shall, severally and not jointly, indemnify and defend each of Purchaser and its Affiliates and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

For purposes of this ARTICLE VIII, “Pro Rata Percentage” means, with respect to each Selling Shareholder, the percentage of the Purchase Price received by such Selling Shareholder as set out opposite such Selling Shareholder’s name in Section 2.02(a).

Notwithstanding any other provision of this Agreement or any applicable Law:

Section 8.03 Indemnification by Purchaser

Subject to the other terms and conditions of this ARTICLE VIII, Purchaser shall indemnify and defend each Selling Shareholder and their respective Affiliates and Representatives (collectively, the “Selling Shareholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Selling Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:

Section 8.04 Indemnification Procedures.

The party making a claim under this ARTICLE VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the “Indemnifying Party”.

Section 8.05 Payments.

Section 8.06 Limitation on Selling Shareholder Liability.

Section 8.07 Tax Treatment of Indemnification Payments.

All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 8.08 Effect of Investigation.

The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.

Section 8.09 Exclusive Remedies.

Subject to Section 9.08, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or wilful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be under the indemnification provisions set forth in this ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except under the indemnification provisions set forth in this ARTICLE VIII. Nothing in this Section 8.09 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or wilful misconduct.

ARTICLE IX
TERMINATION

Section 9.01 Termination.

This Agreement may be terminated at any time prior to the Closing:

Section 9.02 Effect of Termination.

ARTICLE X
MISCELLANEOUS

Section 10.01 Expenses.

Except as otherwise expressly provided herein, all costs and expenses, including fees, disbursements and charges of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 10.02 Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

Section 10.03 Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 10.04 Successors and Assigns.

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that, before the Closing Date, Purchaser may, without the prior written consent of the Selling Shareholders, assign all or any portion of its rights under this Agreement to one or more of its direct or indirect wholly owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 10.05 No Third-Party Beneficiaries.

Except as provided in ARTICLE VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement.

Section 10.06 Amendment and Modification; Waiver.

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by The Purchaser, the Company and the Selling Shareholders Representative. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.07 Governing Law; Forum Selection.

Section 10.08 Specific Performance.

The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.09 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SCHEDULE “A”

Amended Articles of Association

SCHEDULE “B”

FINDER’S FEES