This Master Services Agreement (“Agreement”) is entered into by and between Fairfax Partners Inc. (“Consultant”), a company incorporated under the laws of British Columbia, and the entity receiving services (“Client”). This Agreement governs all work conducted by Consultant on behalf of the Client and is incorporated by reference into all proposals, scopes of work, invoices, and service engagements (“Proposal(s)”).

1. Scope of Services

Consultant shall provide investor relations, communications strategy, branding, graphic design, digital marketing, capital markets advisory, stakeholder outreach, and related services (“Services”) as described in the Proposal(s) and/or invoice.

2. Fees and Payment

Client shall pay the fees set forth in the Proposal. Payment terms are as shown in each Proposal. Consultant provides a grace period of up to ninety (90) days from invoice due date. If payment is delinquent beyond this period, Consultant reserves the right to pause or discontinue services and may terminate the engagement at its discretion. Client may allocate additional budget to the campaign upon mutual agreement, with the updated terms to be reflected in a revised Proposal and/or invoice.

3. Term and Termination

This Agreement remains in force until terminated with 30 days' written notice. Termination does not relieve the Client of payment obligations. Clauses on confidentiality, IP, liability, and governing law survive termination.

4. Confidentiality

Each party agrees to keep non-public, proprietary information confidential for 3 years following termination.

5. MNPI and Insider Trading Compliance

Consultant may access material non-public information (“MNPI”) and agrees not to trade or tip securities, and to maintain safeguards and compliance with laws including: U.S. Securities Exchange Act of 1934; Canadian Securities Acts (e.g., B.C. Securities Act); UK Financial Services and Markets Act 2000; EU Market Abuse Regulation (MAR); and exchange rules (TSX, CSE, NYSE, NASDAQ, LSE, AIM, Euronext).

6. Disclosure & Exchange Compliance

Consultant will only communicate public or Client-approved information. All disclosures shall comply with SEDAR+, EDGAR, and relevant exchange requirements. Forward-looking statements must be pre-approved.

7. Limitation of Liability

Consultant is not liable for indirect or consequential damages. Total liability is limited to fees paid in the six (6) months preceding the claim.

8. Intellectual Property

Deliverables created for Client become Client’s property upon full payment. Consultant retains rights to frameworks, templates, and methodologies.

9. Independent Contractor

Consultant is an independent contractor. Nothing in this Agreement creates a partnership or employment relationship.

10. Governing Law

This Agreement is governed by the laws of British Columbia, Canada, or another jurisdiction as agreed due to Client’s regulatory needs. Parties submit to the courts in the selected jurisdiction.

11. Entire Agreement

This Agreement and referenced Proposals constitute the entire agreement. Modifications must be in writing and signed by both parties.

12. Acceptance

By accepting any Proposal referencing this Agreement, the Client affirms agreement to these terms. This Agreement is effective as of the date such Proposal is accepted.