XR Immersive Tech Inc. — M&A Activity 2025

May 10, 2025

FINDER'S FEE AGREEMENT

THIS AGREEMENT (the “Agreement”) is dated and effective as of October 1st 2021 between Fantasy 360 Technologies Inc. (the “Company”), having an address at 1080 - 789 West Pender Street, Vancouver, BC V6C 1H2 and Vert Consulting Inc., a corporation with offices at 1010 Blue Mountain St., Coquitlam BC V3J 4T2 (the “Finder”).

Background

A. The Company is in discussions with respect to the potential acquisition (the “Acquisition”) of Synthesis VR Inc. (the “Target”);
B. The Finder has introduced the Company to the Target; and
C. The Company has agreed to pay to the Finder a finder’s fee upon the completion of the Acquisition.

In consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. Fees and Expenses

1.1 The Company will pay the Finder, at the time of the closing of the Acquisition, 6% of the total value of the acquisiton. (the “Finder’s Fee”)

2. Relationship Between Parties

2.1 Nothing contained in this Agreement shall be construed as creating any obligation on the Finder to market the Company to other potential acquisition targets.
2.2 This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any prior understandings and agreements between the parties with respect to its subject matter. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in this Agreement.

3. Representations by the Company

3.1 The Company represents, warrants and covenants to and with the Finder, as representations, warranties and covenants that are intended to be for the benefit of the Finder and Purchaser that:

(a) the Company has been duly incorporated and organized and is a valid and subsisting corporation under the laws of British Columbia;
(b) any securities of the Company to be issued under the Acquisition, if applicable, will, upon issue and delivery, be validly issued securities of the Company and will be issued in compliance with applicable securities laws and policies of the Canadian Securities Exchange;
(c) the Company is not a party to any actions, suits or proceedings (regulatory or otherwise)

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which could materially affect its business or financial condition, and to the best of the Company's knowledge, no such actions, suits or proceedings are contemplated or threatened; and

(d) this Agreement has been, or will be, prior to the closing of the Acquisition, authorized by all necessary corporate actions on the part of the Company.

3.2 The Company agrees that the representations, warranties and covenants of the Company herein will be true and correct both as of the execution of this Agreement and as at the closing date of the Offering and will survive the completion of the Offering.

4. General Provisions

4.1 The parties will comply in all respects with all applicable laws, rules and policies in connection with the Acquisition.

4.2 This Agreement binds and is for the benefit of the parties hereof. No party may assign or delegate any right or obligation under this Agreement without the consent of the other parties.

4.3 No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give it and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

4.4 Each party will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence the full intent and meaning of this Agreement.

4.5 The Company shall make all required filings to comply with applicable laws and regulatory requirements in respect to the Acquisition.

4.6 This Agreement shall be governed by and construed in accordance with the laws of British Columbia.

4.7 This Agreement may be executed in two counterparts and by facsimile, each of which shall be deemed to be an original and both of which together will constitute one agreement, effective as of the date given above notwithstanding the actual date of execution.

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THE PARTIES, intending to be legally bound, have executed this Agreement as of the date set forth on the first page.

Fantasy 360 Technologies Inc.

By:

Tim Bieber
Chief Executive Officer

Brooks Bergreen
President – VERT Consulting Inc.