Clerk's Stamp: BANKRUPTCY AND INSOLVENCY

FAILLITE ET INSOLVABILITE FILED

JUN 1.8 2015

JUDICIAL CENTRE OF CALGARY

Form 49 [Rule 13.19]

BK COURT FILE NUMBER

COURT

DOCUMENT

(7.2 - c) ,91 g

COURT OF QUEEN'S BENCH OF ALBERTA IN BANKRUPTCY AND INSOLVENCY

CALGARY

IN THE MATTER OF THE BANKRUPTCY OF TIMES THREE WIRELESS INC.

AFFIDAVIT OF TRUTH

JUDICIAL CENTRE

PROCEEDING

Burnet, Duckworth & Palmer LLP 2400, 525 — 8 Avenue SW Calgary, Alberta T2P 1G1 Lawyer: Trevor Batty Phone Number: (403) 260-0263 Fax Number: (403) 260-0332 Email Address: tbatty@bdplaw.com File No. 60106-39

ADDRESS FOR SERVICE AND CONTACT INFORMATION OF PARTY FILING THIS DOCUMENT

AFFIDAVIT OF TRUTH OF DAVID GUEBERT

Sworn on June 18, 2015.

I, David Guebert, of Calgary, Alberta, SWEAR AND SAY THAT:

1. I am a corporate officer and a creditor of Times Three Wireless Inc. (TTW) and, as such, have personal knowledge of the facts herein deposed to.

2. TTW was a publicly traded Alberta corporation whose shares traded on the TSX Venture Exchange, under the symbol TTW.

3. TTW is in the business of researching, developing and licensing its network-based wireless location technology, which integrates proprietary hardware, software and scientific algorithms.

4. I am currently the Chief Financial Officer of TTW, and have been employed by TTW since May 2004.

5. On October 17, 2012, I entered into a Settlement Agreement with TTW as part of the settlement of certain matters relating to my employment with TTW (the Settlement Agreement). The Settlement Agreement is attached as Exhibit "A".

6. Pursuant to the terms of the Settlement Agreement, TTW issued a term Promissory Note to me in the sum of $348,220.00 with a maturity date of October 17, 2013 (the Promissory Note). That Promissory Note is attached as Exhibit "B".

6504238.1

SWORN BEFORE ME at the City of Calgary, in the Province of Alberta this 18 th day of June, 2015.

and for the Province of

Trevor A. Batty Barrister and Solicitor

A Notary Pub Alberta

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7. Since the Settlement Agreement was executed, I have advanced a further $25,250.00 to TTW as a loan repayable on demand.

8. The Promissory Note matured over 20 months ago and TTW has only repaid me the sum of $50,337.00. On May 15, 2015, I sent a demand letter to TTW advising TTW of its default under the Promissory Note and demanding full payment of the Debt. Despite my demand, TTW has not paid me any further funds to date. As such TTW is justly and truly indebted to me in the amount of $323,133.00 (the Debt).

9. On December 16, 2014, the Alberta Director of Employment Standards issued two Orders against TTW in relation to amounts owing to former employees of TTW totalling $145,120.23. Those Orders are attached as Exhibit "C" and remain outstanding to date.

10. On May 4, 2015, the Canada Revenue Agency issued a notice to TTW demanding payment of an overdue source deductions debt. That notice is attached as Exhibit "D" and to date TTW this entire amount remains outstanding.

11. There are numerous other creditors who have overdue accounts payable by TTW. Attached as Exhibit "E" is TTW's accounts payable aging summary current to June 11, 2015 showing that TTW has accounts payable of $499,895.00, most of which have been outstanding for in excess of ninety (90) days.

12. TTW's draft unaudited financial statements for the fiscal year ending December 31, 2014 show that the value of TTW's liabilities exceeds the value of TTW's assets. Those financial statements are attached as Exhibit "F".

13. Based on the foregoing, I believe that TTW has ceased to meet its liabilities generally as they become due.

14. Hardie & Kelly Inc., of the City of Calgary, in the Province of Alberta, is qualified to act as Trustee in Bankruptcy with respect to TTW, has consented to act as such, and is acceptable to me.

15. I swear this Affidavit in support of an Application for a Bankruptcy Order for TTW and for no improper purpose.

6504238.1

This is Exhibit "A", referred to in the Affidavit of David Guebert, sworn before me on June 18 th, 2015.

A Commissioner aths for the Province of Alberta

Name: Trevor A. Batty Barrister and Solicitor

Expiry:

6504238.1

SETTLEMENT AGREEMENT

This Settlement Agreement made to have effect on and after the 17 th day of October, 2012 (the "Effective Date"),

BETWEEN:

TIMES THREE WIRELESS INC., a corporation incorporated pursuant to the laws of the Province of Alberta and having offices in Cal gary, Alberta (the "Corporation")

- and -

DAVID GUEBERT, an individual residing in Calgary, Alberta ("Guebert")

(the Corporation and Guebert are hereinafter collectively referred to as the "Parties")

(References to the Corporation include any predecessor or successor in interest to the Corporation, including but not limited to Cell-Loc Inc. and Cell-Loc Location Technologies Inc.)

WHEREAS Guebert and the Corporation entered into a Settlement Agreement dated July 1, 2010 (the "First Settlement Agreement") in respect of: (a) certain cash advances made by Guebert to the Corporation between April 1, 2009 and June 30, 2010, totaling $274,700 (the "Cash Advances"); and (b) certain matters relating to the employment relationship between Guebert and the Corporation (the "Employment Matters");

AND WHEREAS as part of the settlement of the Employment Matters, the Corporation agreed to pay $187,500 (the "Back Pay Amount") to Guebert on terms more particularly set forth in the First Settlement Agreement;

AND WHEREAS Guebert and the Corporation entered into a second Settlement Agreement dated December 8, 2010 (the "Second Settlement Agreement") in respect of the indebtedness of the Corporation to Guebert concerning debenture certificate number DC06/2008-2 granted by the Corporation to Guebert, dated June 27, 2008 (the "Debenture");

AND WHEREAS pursuant to the Second Settlement Agreement, the Corporation agreed to pay $305,000.00 (the "Debenture Amount") to Guebert on terms more particularly set forth in the Second Settlement Agreement;

AND WHEREAS the Corporation received from Guebert the principal sum of $275,000 between July 1, 2010 and the Effective Date, as a loan without set terms of interest or repayment and for which no documentation was entered into by Guebert and the Corporation (the "Additional Cash Advances");

AND WHEREAS the Corporation has made payments owing to Guebert (the "Repayments") in respect of the Debenture Amount, the Cash Advances, the Back Pay Amount and the Additional Cash Advances, totaling $343,980 in the aggregate.

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AND WHEREAS as a result of the Repayments, the Parties acknowledge and agree that the total indebtedness owing by the Corporation to Guebert as at .the Effective Date, in relation to the First Settlement Agreement, the Second Settlement Agreement, the Debenture, the Additional Cash Advances and in all other respects (other than Guebert's salary payable to him as the Chief Financial Officer of the Corporation in the amount of $27,500 and in the normal course from October 2, 2012 forward), is $698,220 (the "Total Indebtedness");

AND WHEREAS Guebert is agreeable to the full settlement and satisfaction of the Total Indebtedness in consideration of the issuance to Guebert by the Corporation of:

(a) 7,000,000 common shares (the "Settlement Shares") in the share capital of the Corporation at a deemed price of $0.05 per share ($350,000 in the aggregate); and

(b) a promissory note (the "Note") in the principal amount of $348,220 in the form attached hereto as Schedule A.

AND WHEREAS the Parties are desirous of fully and finally resolving all claims, demands, obligations and liabilities as between them arising out of or in connection with:

(a) the First Settlement Agreement; (b) the Second Settlement Agreement; (c) the Debenture together with any interest or other amount which is or could be due or

accruing thereunder; (d) the Additional Cash Advances together with any interest or other amount which is or

could be due or accruing thereunder; and (e) in all other respects (other than Guebert's salary payable to him as the Chief Financial

Officer of the Corporation in the amount of $27,500 and in the normal course from October 2, 2012 forward),

(collectively, the "Guebert Claims").

NOW THEREFORE this agreement witnesses that in consideration of the mutual covenant and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties, and each of them, do hereby covenant and agree as follows:

Settlement Terms

The Corporation and Guebert hereby agree, subject to the terms and conditions of this Settlement Agreement and as a full and final settlement and compromise in respect of the Guebert Claims, as follows:

Settlement Amount

1. The Corporation shall pay to Guebert the sums of

(a) Three Hundred and Fifty Thousand Dollars ($350,000.00), in lawful money of Canada, by way of the issuance of the Settlement Shares; and

(b) Three Hundred Forty Eight Thousand Two Hundred Dollars ($348,220.00), in lawful money of Canada, by way of the issuance of the Note.

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Termination of First Settlement Agreement, Second Settlement Agreement and the Debenture

2. The parties hereby agree that effective upon the issuance of the Settlement Shares and the Note by the Corporation pursuant to Section 1 hereof, the First Settlement Agreement, the Second Settlement Agreement and the Debenture shall be deemed to be, and shall be immediately cancelled and terminated without any further action by the Parties, and no Party will have any further rights or obligations thereunder.

Return of Consent Judgment upon the issuance of the Settlement Shares and the Note

3. Concurrently with the issuance of the Settlement Shares and the Note, Guebert:

(a) shall forthwith surrender to the Corporation the originally endorsed Consent Judgment which had been delivered to, and held in abeyance by, Guebert pursuant to the Second Settlement Agreement, unused; and

(b) shall not commence any action or take any step or proceeding against the Corporation arising out of or in connection with Guebert Claims.

Release by Guebert

4. Effective only upon the issuance of the Settlement Shares and the Note, and in consideration of the mutual covenants and agreements contained herein, and the payment by the Corporation to Guebert of the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, Guebert does hereby, for himself and his heirs, executors, administrators, trustees, successors and assigns (hereinafter collectively referred to in this paragraph as "Releasors"), subject to the terms of this Settlement Agreement, fully, finally, absolutely and irrevocably release, remise and forever discharge the Corporation, its respective parents, predecessors, successors, assigns, investors, shareholders, subsidiaries and affiliates and all of its current officers, directors and employees and agents (collectively referred to in this paragraph as the "Releasees"), jointly and severally, from any and all actions, causes of actions, contracts (whether express or implied), suits, debts, claims and demands for damages, loss or injury, sums of money, expenses, interest, costs and claims of any and every kind and nature, at law or in equity, which as against the Releasees the Releasors ever had, may now have, or may subsequently discover by reason of any fact, circumstance, action, cause or thing howsoever arising at any time prior to the Effective Date with respect to, on account of or in relation to:

(a) the Guebert Claims; and/or

(b) any transaction, fact or matter arising thereunder or reasonably connected therewith,

provided, however that this Release shall not release or discharge any obligation arising pursuant to this Settlement Agreement or the Note.

Release by the Corporation

5. As at the Effective Date, and in consideration of the mutual covenants and agreements contained herein, and payment by Guebert to the Corporation of the sum of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, the Corporation does hereby, for itself, its predecessors, successors, assigns and other legal representatives (hereinafter collectively referred to in this paragraph as "Releasors"), subject to the terms of this Settlement Agreement,

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fully, finally, absolutely and irrevocably release, remise and forever discharge Guebert together with his heirs, executors, administrators, trustees, successors and assigns (collectively referred to in this paragraph as the "Releasees"), jointly and severally, from any and all actions, causes of actions, contracts (whether express or implied), suits, debts, claims and demands for damages, loss or injury, sums of money, expenses, interest, costs and claims of any and every kind and nature, at law or in equity, which as against the Releasees the Releasors ever had, may now have, or may subsequently discover by reason of any fact, circumstance, action, cause or thing howsoever arising at any time prior to the Effective Date with respect to, on account of or in relation to:

(a) the Guebert Claims; and/or

(b) any transaction, fact or matter arising thereunder or reasonably connected therewith,

provided, however that this Release shall not release or discharge any obligation arising pursuant to this Settlement Agreement or the Note.

Conditions

6. The obligations of the Corporation hereunder, including the issuance of the Settlement Shares and the Note are subject to TSX Venture Exchange approval in respect of the issuance of the Settlement Shares.

Costs

7. All Parties shall bear their own legal costs and disbursements incurred in connection with the fact and subject matter and performance of this Settlement Agreement.

Amendment

8. This Settlement Agreement may be amended only by written instrument executed by all Parties.

Further Assurances

9. Each Party will take all action and execute and deliver all such further agreements, instruments, documents or other writings as may be reasonable desired or necessary so as to fully perform or carry out the terms, intents or purposes of this Settlement Agreement.

Notices

10. Any notice or communication required or permitted to be given or made pursuant to this Settlement Agreement shall be in writing and shall be effectively given and made if (i) delivered personally; (ii) sent by prepaid courier service; or (iii) sent prepaid by facsimile or similar means of electronic communication, in each case to the applicable address set out below:

(a) In the case of the Corporation:

Times Three Wireless Inc. #208 1610 - 37th Street S.W. Calgary, AB T3C 3P1

Attention: President

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(b) In the case of the Guebert

Dave Guebert 609 Alexander Cres. NW Calgary, AB T2M 4B4

Attention: David Guebert

Enforceability

11. If any of the provisions of this Settlement Agreement are determined to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Delivery

12. This Settlement Agreement and any document or instrument to be executed and delivered by the Parties hereunder or in connection herewith may be executed and delivered in separate counterparts and delivered by one party to the other by facsimile, each of which when so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement. If this Settlement Agreement or any such document or instrument is delivered by facsimile, the party so delivering this Settlement Agreement or such document or instrument shall within a reasonable time after such delivery deliver an originally executed copy to the other.

Governing Law

13. This Settlement Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the Parties irrevocably attorn to the jurisdiction of the Courts of Alberta.

Understanding

14. The Parties each declare that they fully understand this Settlement Agreement and the terms of settlement, and each of them has had the opportunity to seek independent legal advice with respect to the matters addressed in this Settlement Agreement and the terms of settlement which have been agreed to herein. Neither Guebert nor the Corporation have been influenced by any representations or statements made by or on behalf of the other Party, or any party. Each Party voluntarily accepts these terms for the purpose of making a full and final compromise, adjustment and settlement of all claims as aforesaid.

Dollar Amounts

15. All dollar amounts referred to in this Settlement Agreement are expressed in Canadian dollars.

Complete Agreement

16. This Settlement Agreement, and any other agreements expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede and replace any and all prior agreements, instruments, understandings, discussions, undertakings, representations or negotiations, whether written or oral, pertaining to the subject matter of this Settlement Agreement.

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TIMES T

P

SS INC.

Name: rtle:

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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the date first written above.

David Gue ert ness

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17. I know the said David Guebert and he is in my belief of the full age of eighteen years.

BEFORE ME at the City of Calgary, in vince of Al rta this 17 th day of October,

S th 2

A t ommissione of Alberta

aths in and for the Province

AFFIDAVIT OF EXECUTION

CANADA PROVINCE OF ALBERTA TO WIT:

) ) L Ode 5(k,171) ) Calgary, Alberta ) MAKE OATH AND SAY THAT: ) )

, of

I was personally present and did see the said David Guebert named in the annexed instrument, personally known to me to be the person named therein, duly execute the same for the purpose(s) named therein.

1. The same was executed at or near Calgary, Alberta and I am the subscribing witness thereto.

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SCHEDULE "A"

PROMISSORY NOTE

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Unless permitted under securities legislation, the holder of this security must not trade the security before February 18, 2013.

UNSECURED NOTE

TIMES THREE WIRELESS INC. (hereinafter referred to as the "Corporation") for value received hereby promises to pay to David Guebert (the "Holder"), in accordance with the provisions hereof, on or before October 17, 2013 (the "Maturity Date") (subject to Article 7 of Schedule "A" hereof) and on presentation and surrender of this Note, the sum of $348,220 (the 'Principal") (in lawful money of Canada), with no interest being payable on such Principal amount, whether before or after the Maturity Date.

The Corporation may, at any time and from time to time, at its option, redeem for cash (in the form of a certified cheque or bank draft) all, or any portion of the Principal.

The Corporation shall exercise its right to redeem some or all of the Principal of the Note by way of providing at least two (2) Business Days advance written notice to the Holder of its intention to redeem. Upon redemption of the Note and surrender of the Note for payment, the Holder shall be entitled to receive, without expense to such Holder, one or more new Notes for the unredeemed part of the Note so surrendered, and the Corporation shall execute and deliver, at the expense of the Corporation, such new Note or Notes upon receipt of the Note so surrendered.

In the event that the Corporation completes an Equity Offering prior to the Maturity Date, then, notwithstanding the Maturity Date, from the date of closing of each Equity Offering and for a period of the lesser of: (i) 10 days after the closing of the applicable Equity Offering; or (ii) the period after the closing of the applicable Equity Offering and the Maturity Date, the Holder shall be entitled to provide written notice to the Corporation requiring the Corporation to repay, in cash (in the form of a certified cheque or bank draft) all, or a portion of, the then outstanding Principal amount of this Note, pursuant to the provisions of Article 7 of Schedule "A" hereto.

This Note is not transferable without the prior written consent of the Corporation. In the event such consent is received, a transfer of this Note shall only be effective when made in compliance with the terms of Schedule "A" attached hereto (including in particular Section 2.2 of Schedule "A").

This Note shall be governed by and construed in accordance with the laws in force in the Province of Alberta and the federal laws of Canada applicable therein and time shall be of the essence in this Note.

The foregoing is subject to the terms of Schedule "A" attached hereto.

IN WITNESS WHEREOF the parties hereto have executed this Note as of October 17, 2012.

TIMES THREE WIRELESS

Per: Jeff Fortin Director

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SCHEDULE "A" TO THE NOTE ISSUED BY TIMES THREE WIRELESS INC. DATED OCTOBER 17, 2012

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Note, terms and expressions defined in the description of the parties hereto shall have the meanings so ascribed, and unless there is something in the subject matter or context inconsistent therewith:

(a) "Acceleration Notice" has the meaning ascribed to it in Section 5.2;

(b) "Applicable Law" means, in relation to any person, transaction or event, all applicable provisions, whether now or hereafter in effect, of laws, statutes, rules or regulations, official directives and orders of all federal, provincial, municipal and local governmental bodies (whether administrative, legislative, executive or otherwise and, in the case of any central bank, fiscal or monetary authority, whether or not having the force of law) and judgments, orders and decrees of all courts, arbitrators, commissions or bodies exercising similar functions in actions or proceedings in which the person in question is a party or by which it is bound or having application to the transaction or event in question;

(c) "Business Day" means any day on which banks are generally open for the transaction of commercial business in Calgary, Alberta but does not in any event include Saturday, Sunday or any statutory or bank holiday under Applicable Law.

(d) "Common Shares" means common shares of the Corporation, as such common shares are constituted on the date of execution and delivery of this Note; provided that in the event of a change or a subdivision, revision, reduction, combination or consolidation thereof, any reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up, or such successive changes, subdivisions, redivisions, reductions, combinations or consolidations, reclassifications, capital reorganizations, consolidations, amalgamations, arrangements, mergers, sales or conveyances or liquidations, dissolutions or windings-up, then "Common Shares" shall mean the common shares or other securities or property resulting from such change, subdivision, redivision, reduction, combination or consolidation, reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up;

(e) "Equity Offering" means an offering of Common Shares or of Units in respect of which each of the following terms is satisfied:

(i) the Corporation realizes at least $1,000,000 in gross proceeds; and

(ii) no less than 50% of the gross proceeds are invested by parties who deal, at the time of the Equity Offering closing, at arm's length with the Corporation (within the meaning of the Income Tax Act (Canada));

(f) "Event of Default" has the meaning ascribed in Section 5.1;

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(g) "Holder", "holder", or "holders" means as regards the Note, the registered holder thereof from time to time;

(h) "person" means an individual, a partnership, a corporation, a trust, a joint venture, an unincorporated organization, a union, a government or any department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual;

(i) "Principal" means the principal amount of the Note as may be outstanding from time to time, being, as of the date of issue hereof, the amount set forth on the face page hereof;

(j) "Redemption Principal Amount" means the amount of the Principal redeemed pursuant to Sections 3.1 hereof;

(k) "Register" means the register of Holders to be maintained by the Corporation in accordance with Section 2.2;

(I) "Rescission Notice" has the meaning ascribed in Section 63;

(m) "this Note", "these presents", "herein", "hereof", "hereby", "hereunder", and similar expressions refer to this Note and include any other deed or writing in amendment hereof or supplemental or ancillary hereto and references herein to Sections or other subdivisions or appendices mean and refer to the stipulated Section or other subdivision hereof; and

(n) "Unit" means a unit comprised of a Common Share and a whole or partial Common Share purchase warrant of the Corporation entitling the holder thereof to acquire one whole Common Share or portion of a Common Share;

1.2 Included Words

Words importing the singular number only shall include the plural and vice versa; words importing gender shall include the masculine, feminine and neuter; words importing persons shall include firms and corporations and vice versa; a reference to legislation or regulations includes restatements, consolidations or replacements thereof from time to time; and words denoting inclusiveness (such as "include" or "includes" or "including") or particularity (such as "in particular" or "such as") are, whether or not so stated, not limited by the context or by the words or phrases which precede or succeed them.

1.3 Divisions

The division of this Note into Articles and Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Note.

1.4 Invalidity of Provisions

In case any of the provisions of this Note should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

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1.5 Currency

Unless otherwise noted, all currency references contained herein are to lawful money of Canada for the payment of public and private debts.

ARTICLE 2 THE NOTE

2.1 Registered Owner Deemed Owner

(a) The person in whose name the Note is registered on the Register shall be deemed to be the owner thereof for all purposes of this Note.

(b) In the event the Note is registered in the name of a person other than the original or any intermediate holder thereof, any such registered holder from time to time of the Note shall be entitled to the principal monies evidenced by such instrument, free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder thereof, save in respect of equities or rights of which the Corporation is required to take notice'by Applicable Law and all such persons may and are entitled to act accordingly, and the receipt of any such registered holder for any such principal monies shall be a good and sufficient discharge of the Corporation for the same.

2.2 Transfers

(a) This Note shall not be transferable without the prior written consent of the Corporation. In addition, provided such consent is given, no transfer of the Note shall be valid unless made on the application of the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and with effect satisfactory to the Corporation, and on compliance with such requirements as the Corporation may prescribe, and unless such transfer shall have been noted on such Note by the Corporation. Transfers of the Note shall only be operative and effective if noted in the Register by the Corporation.

(b) The transferee of a registered Note shall, after the appropriate form of transfer is lodged with the Corporation and upon compliance with all other conditions in that behalf required by this Note or by Applicable Law, be entitled to be entered on the Register as the owner of such Note free from all equities or rights of set off or counterclaim between the Corporation and his transferor or any previous holder of such Note, save in respect of equities or rights of which the Corporation or Trustee is required to take notice by Applicable Law.

2.3 Mutilation, Loss or Destruction

(a) If the Note is mutilated, lost or destroyed, the Corporation shall issue and deliver a new Note of like date and tenor as the one mutilated, lost or destroyed, in exchange for, in place of and upon cancellation of the mutilated Note or in lieu of and in substitution for the same if lost or destroyed and the substituted Note shall be in a form approved by the Corporation and the Corporation and shall be secured hereby equally with all other Notes issued hereunder and without preference or priority one over another.

(b) In case of loss or destruction, the applicant for a substituted Note shall, as a condition precedent to the issue thereof, furnish to the Corporation such evidence of ownership and of the loss or

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destruction of the Note concerned as shall be satisfactory to the Corporation, in its discretion. Such applicant shall also furnish an indemnity satisfactory to the Corporation and pay for all their costs and expenses, including legal fees, in replacing a Note.

2.4 Cancellation of Note

The Note surrendered for payment, redemption or transfer shall, if surrendered to any person other than the Corporation, be delivered to the Corporation, and if not already cancelled shall be cancelled by it promptly upon payment or transfer. The Note shall not be certified in lieu of or in exchange for any Notes cancelled as provided in this Section 2.4 except as expressly permitted by this Note. All Notes which shall have been delivered to and cancelled by the Corporation shall be destroyed by the Corporation.

ARTICLE 3 REDEMPTION

3.1 Redemption for Cash

The Corporation may, at any time and from time to time, at its option, redeem for cash (in the form of a certified cheque or bank draft) all, or any portion, of the Principal.

3.2 Notice of Redemption

The Corporation shall exercise its right to redeem the Redemption Principal Amount for cash by way of providing at least two (2) Business Days advance written notice, in the manner provided in Article 8, to the Holder of its intention to redeem forthwith upon the Corporation determining to do so (the date of such notice being referred to herein as the "Redemption Notice Date") and such notice shall set forth the date fixed for redemption (the "Redemption Date"), which date shall be no later than seven (7) Business Days from the Redemption Notice Date. The notice of redemption shall specify the Redemption Principal Amount, the Redemption Date and the place of payment.

3.3 Notes Due on Redemption Dates

(a) Upon notice having been given as aforesaid, the Redemption Principal Amount shall thereupon be and become due and payable on the Redemption Date, in the same manner and with the same effect as if it were the Maturity Date specified in such Note, and from and after such Redemption Date, if the consideration necessary to meet the Redemption Principal Amount shall have been delivered as hereinafter provided and such Note shall not be considered as outstanding hereunder to the extent of the Redemption Principal Amount.

(b) Upon redemption of the Note and surrender of the Note for payment, the Holder shall be entitled to receive, without expense to such Holder, one or more new Notes for the unredeemed part of the Note so surrendered, and the Corporation shall execute and deliver, at the expense of the Corporation, such new Note or Notes upon receipt of the Note so surrendered.

3.4 Deposit of Redemption Moneys

Upon Notes having been called for redemption as hereinbefore provided, the Corporation shall deliver directly to the Holder, or may deposit with a trustee or paying agent (the "Trustee") satisfactory to the Corporation, acting reasonably, such sums of money equal to the Redemption Principal Amount payable on redemption pursuant to Section 3.1 hereof.

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3.5 Failure to Surrender Notes Called for Redemption

In case the Holder shall within 30 days from the Redemption Date fail so to surrender the Notes or shall not within such time accept delivery of the consideration payable in respect of such redemption, such consideration shall be set aside in trust for such Holder, either in the deposit department of the Trustee or in a chartered bank in Canada and such setting aside shall for all purposes be deemed to constitute a payment to the Holder of the consideration so set aside, and to the extent of the Redemption Principal Amount, the Note shall thereafter not be considered as outstanding hereunder and the Holder shall have no right except to receive payment, upon surrender and delivery up of his Note, of such consideration and to receive one or more new Notes for the unredeemed amount of the Note, as per Section 3.4 above.

ARTICLE 4 EVENTS OF DEFAULT; REMEDIES, RIGHTS AND POWERS

4.1 Events of Default Defined

The following events are herein referred to as "Events of Default":

(a) if the Corporation makes default in the payment of Principal owing thereon hereunder and such default shall remain unremedied 3 Business Days after written notice from the Holder of the same;

(b) if the Corporation makes default in the observance or performance of any covenant, agreement or condition herein on the part of the Corporation to be kept, observed and performed (other than as to the payment of principal, interest or other monies owing thereon) and such default shall remain unremedied 10 Business Days after written notice from the Holder of the same; provided, however, that if such default is capable of being remedied within a reasonable period of time after occurrence and the Corporation has within such 10 Business Day period following the giving of such notice, commenced action or actions appropriate to remedy the default and such remedial actions are thereafter continuously and diligently pursued and such default is remedied within a reasonable period of time after occurrence, then such default shall not become an Event of Default and the default shall no longer be continuing;

(c) if the Corporation shall (i) institute or commence or be subject to proceedings to be adjudicated a bankrupt or insolvent or enter liquidation, or consent to the filing of a bankruptcy or insolvency proceeding against it; or (ii) file, institute or commence or otherwise take any proceedings relating to reorganization, adjustment, arrangement, composition, compromise, stay of proceedings, or relief similar to any of the foregoing under any Applicable Law regarding bankruptcy, insolvency, reorganization or relief of debtors; or (iii) consent to the filing of any such proceeding; or (iv) consent to or be subject to the appointment of a receiver, receiver manager, liquidator or trustee or assignee in bankruptcy, liquidation, reorganization or insolvency of the Corporation; or (v) make an assignment for the benefit of creditors; or (vi) admit in writing its inability to pay its debts generally as they become due; or (vii) voluntarily suspend transaction of its usual business; or (vii) generally not be paying its debts as they come due or otherwise be insolvent; or (ix) take any corporate or other action authorizing or in furtherance of any of the foregoing;

(d) if (1) a court having jurisdiction in the premises shall have entered a judgment, decree or order which has not been reversed on appeal and is not stayed pending the outcome of appeals adjudging the Corporation a bankrupt or insolvent, or for the appointment of a receiver,

WA060106 \0033 \LSSI Prom Note\ Promissory note v.3 (Guebert).doc

6

liquidator, trustee or assignee in bankruptcy, or for liquidation, reorganization, insolvency, compromise, composition, arrangement or other plan of the Corporation or a substantial part of its property or a substantial part of the Collateral, or for a stay of proceedings or the winding up or liquidation of its affairs, or (ii) any proceeding is filed, instituted or commenced by any person seeking liquidation, reorganization or winding up, adjustment, arrangement, compromise, composition, stay of proceedings Or similar relief of or for the Corporation under any Applicable. Law regarding bankruptcy, insolvency, reorganization or relief of debtors, except in either such case (A) if the Corporation has filed an objection thereto in the appropriate court or office within 20 Business Days of entry thereof (and, in the case of (i) above, if and for so long as the effects thereof are stayed and, in the case of (ii) above, unless and until a judgment, decree or order is entered, in which case (i) shall, subject to these exceptions, apply) or filing, institution or commencement thereof, as applicable, and (B) for any transaction consented to in writing by the Holder;

(e) if any proceeding with respect to the Corporation is commenced under the Companies' Creditors' Arrangements Act or similar legislation or the Corporation shall seek or take any proceeding or be the subject of any proceeding relating to a compromise or arrangement with creditors or claimants (other than any such proceeding in the ordinary course of business which is by its terms not applicable to the Trustee or the Noteholders);

(f) if the Corporation is insolvent or commits or threatens to commit any act of bankruptcy or makes a bulk sale of its assets; or

(g) if the Corporation should have its charter revoked or rescinded or its existence in any way terminated.

4.2 Acceleration of Maturity

If any Event of Default occurs the Holder shall be entitled to give notice to the Corporation (an "Acceleration Notice") demanding payment by the Corporation of the Principal amount of the Note then outstanding and the Corporation shall, upon receiving such Acceleration Notice, forthwith pay to the Holder the principal amount of the Note without presentment, demand, protest or further notice of any kind all of which are hereby expressly waived by the Corporation. Such payment when made shall be deemed to have been made in discharge of the Corporation's obligations hereunder and any moneys so received by the Holder shall be applied as herein provided.

4.3 Waiver of Default

(a) The Holder shall be entitled to waive any Event of Default upon such terms and conditions as such holders shall prescribe; provided always that any waiver must be made expressly in writing in order to be effective and no act or omission of the Holder shall extend to or be taken in any manner whatsoever to affect any other Event of Default (whether similar or dissimilar to the Event of Default waived) or the rights resulting from such other Event of Default.

(b) The Holder may issue and deliver to the Corporation a written notice (a "Rescission Notice") rescinding any Acceleration Notice. Upon such delivery, subject to any conditions contained in the Rescission Notice,

(i) any steps or proceedings theretofore taken in furtherance of collection, enforcement or

realization shall be suspended and discontinued; and

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7

(ii) the Corporation shall no longer be or be considered to be in default hereunder in respect of the Event of Default which gave rise to the rescinded Acceleration Notice.

4.4 Remedies of Holder

(a) Subject to the provisions of Section 4.3, in case the Corporation shall fail to pay to the Holder, forthwith after the same shall have been declared to be due and payable under Section 4.2, the Principal of the Note then outstanding, the Holder, may proceed to obtain or enforce payment of the said principal of the Note then outstanding together with any other amounts due hereunder by such proceedings authorized by this Note or by law or equity.

(b) The Holder shall be entitled and empowered to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claims of the Holder allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Corporation or its creditors or relative to or affecting its property. The Holder shall be entitled to file any proof of debt, amendment of proof of debt claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things, as may be necessary or advisable in the opinion of the Holder, in order to have the claims of the Holder against the Corporation or its property allowed in any such proceeding, and to receive payment of or on account of such claims.

(c) The Holder shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interests.

4.5 Remedies Cumulative

No remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

4.6 Immunity of Shareholders and Others

The Holder hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, director or officer of the Corporation or of any successor company for the payment of the principal or any other amounts owing under this Note or on any covenant, agreement, representation or warranty by the Corporation herein contained.

4.7 Conflict - Applicable Law

All rights, remedies, and powers provided herein may be exercised only to the extent that the exercise thereof does not violate any mandatory provision of Applicable Law and all provisions of this Note are intended to be subject to all mandatory provisions of Applicable Law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Note invalid, unenforceable or not entitled to be recorded, registered or filed under the mandatory provisions of any Applicable Law. Any provision hereof contrary to mandatory provisions of Applicable Law shall be deemed to be ineffective and shall be severable from and not invalidate any other provision of this Note.

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8

ARTICLE 5 SATISFACTION AND DISCHARGE

5.1 Cancellation and Destruction

All Notes shall forthwith after full payment or redemption thereof be delivered to the Corporation and cancelled by it. All Notes cancelled or required to be cancelled under this or any other provision of this Note shall be destroyed by the Corporation.

5.2 Non-Presentation of Notes

In case the Holder shall, within 30 days from the date the Note is called for redemption hereunder, fail so to surrender any of his Notes or shall not within such time accept payment of the redemption price payable in respect thereof or give such receipt therefor, if any, as the Corporation may require, such redemption price shall be set aside in trust for such holder, with the Trustee and such setting aside shall for all purposes be deemed to constitute a payment to the Holder of the redemption price so set aside, and to that extent such Notes shall thereafter not be considered as outstanding hereunder and the Holder shall have no right except, in the case of redemption, to receive payment, upon surrender and delivery up of his Note, of the Redemption Principal Amount, as applicable, subject, in all cases, to the Holder's right to receive one or more new Notes for the unredeemed amount of the Note, as per Sections 3.4 above.

5.3 Repayment of Unclaimed Moneys

Any moneys or other property set aside under Section 5.2 and not claimed by and paid to holders of Notes as provided in Section 5.2 within three years after the date of such setting aside shall be repaid and delivered to the Corporation on demand and thereafter the Holder in respect of which such moneys or other property were so repaid to the Corporation shall have no rights in respect thereof except to obtain payment and delivery of the moneys or other property due thereon from the Corporation up to such time as the right to proceed against the Corporation for recovery of such moneys or other property has become statute barred under the laws of the Province of Alberta.

5.4 Discharge

The Holder shall at the written request of the Corporation release and discharge this Note and execute and deliver such instruments as it shall be advised by counsel to the Corporation are requisite for that purpose and to release the Corporation from its covenants herein contained, upon proof being given to the reasonable satisfaction of the Holder that the principal of all the Notes and all other moneys payable hereunder have been paid or satisfied or that, all the Notes having matured or having been duly called for redemption, payment of the principal of such Notes and of all other moneys payable hereunder has been duly and effectually provided for in accordance with the provisions hereof.

ARTICLE 6 SUPPLEMENTAL NOTE CERTIFICATES

6.1 Supplemental Note Certificates

From time to time the Corporation and the Holder may, subject to the provisions of these presents, and the Corporation and the Holder shall, when so directed by or pursuant to these presents, execute and deliver by their proper officers, certificates or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of all of the following purposes:

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9

(a) adding to the covenants of the Corporation herein contained for the protection of the Holder, and providing for Events of Default in addition to those specified in Article 4;

(b) evidencing the succession by a person or continuing company (herein called the "Successor Company") to the Corporation, and the covenants of and obligations assumed by any such Successor Company; or

(c) adding to or altering the provisions hereof in respect of the registration and transfer of Notes, making, provision for the issue of Notes in forms or denominations other than those herein provided for and for the exchange of Notes of different forms and denominations, and making any modifications in the forms of the Notes which in the opinion of the Holder do not affect the substance thereof.

6.2 One Note

Upon execution of any supplemental certificate, this Note shall be modified accordingly and each supplemental indenture shall, as and from its effective date, form part of this Note for all purposes; and the Holder shall be bound thereby.

ARTICLE 7 REPAYMENT ON EQUITY FINANCING

7.1 Repayment on Equity Offering

In the event that the Corporation completes an Equity Offering prior to the Maturity Date, then, notwithstanding the Maturity Date, from the date of closing of each Equity Offering and for a period of the lesser of: (i) 10 days after the closing of the applicable Equity Offering; or (ii) the period after the closing of the applicable Equity Offering and the Maturity Date, the Holder shall be entitled to provide written notice (an "Equity Offering Repayment Notice") to the Corporation requiring the Corporation to repay, in cash, (in the form of a certified cheque or bank draft) the amount (the "Equity Offering Repayment Amount"), in repayment of the Principal then outstanding hereunder, the amount which is the lesser of:

the amount of Principal then outstanding hereunder; and

the amount (A) calculated as follows:

A = B*C, where:

B = 6% X the net proceeds to the Corporation (after deducting all commissions, finders' fees and similar costs, as well as all other applicable share issue costs) from the Equity Offering

C = Y/[Y + the amount of the outstanding Principal owing, as at the date of the Equity Offering Repayment Notice is received by the Corporation, under the unsecured note issued as at the date hereof to Location System Solutions Inc. (or its successors or assigns)]

Y = the amount of the outstanding Principal owing under this Note as at the date of the Equity Offering Repayment Notice is received by the Corporation

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7.2 Equity Offering Repayment Amount Due

(a) Upon the Equity Offering Repayment Notice having been given as aforesaid, the Equity Offering Repayment Amount shall thereupon be and become due and payable on that date that is three (3) Business Days after receipt by the Corporation of the Equity Offering Repayment Notice, in the same manner and with the same effect, in respect only of the Equity Offering Repayment Amount then due and payable, as if it were the Maturity Date specified in this Note, and from and after such date, if the consideration necessary to meet the Equity Offering Repayment Amount shall have been delivered as hereinafter provided such Note shall not be considered as outstanding hereunder to the extent of the Equity Offering Repayment Amount.

(b) In the event the entire Principal owing hereunder is not repaid by way of the payment of the Equity Offering Repayment Amount, upon payment of the Equity Offering Repayment Amount and surrender of the Note for payment, the Holder shall be entitled to receive, without expense to such Holder, one or more new Notes for the unsatisfied principal amount of the Note so surrendered, and the Corporation shall execute and deliver, at the expense of the Corporation, such new Note or Notes upon receipt of the Note so surrendered.

7.3 Notice of Equity Offering

The Corporation shall provide prompt written notice to the Holder upon the Corporation entering into a binding written agreement to carry out an Equity Offering and of all material details respecting such financing, and all material developments in respect of such Equity Offering, to the Holder at its address set forth in Article 8 hereof, which notice(s) may consist, at the Corporation's option, solely of a copy of a press release or publicly filed document setting forth the required information. The Holder agrees that the Corporation has no obligation to provide any notice to the Holder hereunder of any information that has not been previously publicly disclosed.

ARTICLE 8 NOTICES

8.1 Notice to Holder

Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be valid and effective if delivered to an officer of the Holder by registered mail, at the Holder's address appearing in the Register. Any notice so delivered shall be deemed to have been effectively given when delivered and any notice so given by telex, telecopy or other electronic communication providing substantially instantaneous transmission and receipt at such address during business hours at the place of receipt shall be deemed to have been effectively given on the day of sending thereof, otherwise on the Business Day following the day of sending thereof.

8.2 Notice to the Corporation

Any notice to the Corporation under the provisions of this Note shall be valid and effective if delivered to an officer of the Corporation or if sent to the Corporation in either case at #208, 1610 - 37th Street S.W. Calgary, Alberta T3C 3P1, Attention: Vice-President, Finance and Chief Financial Officer (Fax Number: (403) 569-5701) with, a copy to Burnet, Duckworth & Palmer LLP, 2400 535 8th Avenue SW Calgary, Alberta, T2P 1G1, Fax No. (403) 260- 0332 Attention: Mr. Bruce Allford, by telex, telecopy or other electronic communication providing substantially instantaneous transmission and receipt at such address. Any notice so delivered shall be deemed to have been effectively given when delivered and any notice so given by telex, telecopy or other electronic communication providing

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11

substantially instantaneous transmission and receipt during business hours at the place of receipt shall be deemed to have been effectively given on the day of sending thereof, otherwise on the Business Day following the day of sending thereof. The Corporation may from time to time notify the Holder of a change in address which thereafter, until change by like notice, shall be the address of the Corporation for all purposes of this Note.

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This is Exhibit "B", referred to in the Affidavit of David Guebert, sworn before me on June 18 th, 2015.

A Commissione oaths for the Province of Alberta

Trevor A. Batty ..16111ster and Solicitor

Expiry:

Name:

6504238.1

Unless permitted under securities legislation, the holder of this security must not trade the security before February 18, 2013.

UNSECURED NOTE

TIMES THREE WIRELESS INC. (hereinafter referred to as the "Corporation") for value received hereby promises to pay to David Guebert (the "Holder"), in accordance with the provisions hereof, on or before October 17, 2013 (the "Maturity Date") (subject to Article 7 of Schedule "A" hereof) and on presentation and surrender of this Note, the sum of $348,220 (the "Principal") (in lawful money of Canada), with no interest being payable on such Principal amount, whether before or after the Maturity Date.

The Corporation may, at any time and from time to time, at its option, redeem for cash (in the form of a certified cheque or bank draft) all, or any portion of the Principal.

The Corporation shall exercise its right to redeem some or all of the Principal of the Note by way of providing at least two (2) Business Days advance written notice to the Holder of its intention to redeem. Upon redemption of the Note and surrender of the Note for payment, the Holder shall be entitled to receive, without expense to such Holder, one or more new Notes for the unredeemed part of the Note so surrendered, and the Corporation shall execute and deliver, at the expense of the Corporation, such new Note or Notes upon receipt of the Note so SlItrendered.

In the event that the Corporation completes an Equity Offering prior to the Maturity Date, then, notwithstanding the Maturity Date, from the date of closing of each. Equity Offering and for a period of the lesser of: (i) 10 days after the closing Of the applicable Equity Offering; or (ii) the period after the closing of the applicable Equity Offering and the Maturity Date, the Holder shall be entitled to provide written notice to the Corporation requiring the Corporation to repay, in cash (in the form of a certified cheque or bank draft) all, or a portion of, the then outstanding Principal amount of this Note, pursuant to the provisions of Article 7 of Schedule "A" hereto.

This Note is not transferable without the prior written consent of the Corporation. In the event such 'consent is received, a transfer of this Note shall only be effective when made in compliance with the terms of Schedule "A" attached hereto (including in particular Section 2.2 of Schedule "A").

This Note shall be governed by and construed in accordance with the laws in force in the Province of Alberta and the federal laws of Canada applicable therein and time shall be of the essence in this Note.

The foregoing is subject to the terms of Schedule "A" attached hereto.

IN WITNESS WHEREOF the parties hereto have executed this Note as of October 17, 2012,

:1101E THREE W E ESS INC.

Jeff Fortin .Director

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This is Exhibit "C", referred to in the Affidavit of David Guebert, sworn before me on June 18 th, 2015.

A Commissioner /Oaths for the Province of Alberta

Trevor A. Batty Barrister and Solicitor

Expiry:

Name:

6504238.1

overnment

Assignment Number: ES-022876

ORDER OF OFFICER

In the matter of an investigation under the Employment Standards Code:

EMPLOYER TIMES THREE WIRELESS INC.

EMPLOYEE MICHAEL LAWRENCE HRYCIUK

This Order is issued under authority of section 87 of the Alberta Employment Standards Code, RSA 2000, c E-9. The employer is directed to pay the amount set out below to:

Director of Employment Standards Suite 150, 717 - 7 Ave. SW Calgary, AB T2P 0Z3

Wages Overtime Pay Vacation Pay General Holiday Pay .„ ........ ......... .... .......... ...,..„ „....,........ Pay in place of Notice of Termination of Employment

$33,801.00 $0.00 $520.02 $0.00 $45,068.00

Other.,..... ....... , ., .......... ...„.,......,......... ......... ....... ..... ...... $0.00 Owing to Employee $79,389.02

Audit Fee $0.00 ____

Order of Officer Fee ... . ..... $7938.90 Total Fees $7938,90

Total Amount Payable to Director of Employment Standards ........... $87,327.92

acey Johnson Employment Standards Officer

DECEMBER 16, 2014 Date

NOTE: An appeal of this order must be served on the Registrar within 21 days after the date of service on the appellant Refer to section 95 on reverse side regarding the appeal process. Refer to the enclosed appeal form for the Registrar's address.

Government

Assi n Number: ES-022877

ORDER OF OFFR

In the matter of an investigation under the Employment Standards Code:

EMPLOYER TIMES THREE WIRELESS INC.

EMPLOYEE BRUCE ALLEN FIELDING

This Order is issued under authority of section 87 of the Alberta Employment Standards Code, RSA 2000, c E-9. The employer is directed to pay the amount set out below to:

Director of Employment Standards Suite 150, 717 - 7 Ave. SW Calgary, AB T2P 0Z3

Wages ..... ........... ............. . ........... „ ..... $30,000.00 Overtime Pay ....... .......... ..... ..... $0,00 Vacation Pay $2538.46 General Holiday Pay $0.00 Pay in place of Notice of Termination of Employment .......... $20,000,00 Other $0.00

$52,538.46

Audit Fee ....... ...... $0.00 Order of Officer Fee ......... ........ ..... ......... ..... $5253,85

Total Fees di•••••P•••MYY1,1••••• ■■ ..• ■ •••■ ••• ■ ••••••••%••“1"••••"•“/M1 1 •4“.•••• ■ ••"44 1.•• ■“1" $5253.85

Total Amount Payable to Director of Employment Standards $57,792.31

_L

Tracey Johnson Employment Standards Officer

DECEMBER 16, 2014 Date

NOTE: An appeal of this order must be served on the Registrar within 21 days after the date of service on the appellant. Refer to section 95 on reverse side regarding the appeal process. Refer to the enclosed appeal form for the Registrar's address.

A Co m ssioner Alberta

s for the Province of

This is Exhibit "D", referred to in the Affidavit of David Guebert, sworn before me on June 18 th, 2015.

Name: Trevor A. Batty

Barrister and Solicitor

Expiry:

6504238.1

1+4 Canada Revenue Agence du revenu Agency du Canada

Windsor Tax Services Office Windsor ON N9A 7G7

May 04, 2015

Account Number TIMES THREE WIRELESS INC. 83277 0085 RP0001 609 ALEXANDER CRES NW CALGARY AB T2M 4B4

Dear Sir or Madam:

Subject: Legal warning about your Source deductions debt of - — $3,633.79

According to our records, you still owe $3,633.79. This amount is due immediately.

If you do not pay the full amount or respond to this letter within 14 days, we may take legal action without further notice.

If you recently paid your balance, we thank you and ask you to disregard this letter. However, if you paid it more than 15 days ago, please call (519) 257-6482.

How to pay:

There are several ways you can pay the amount owing.

1. Use the "My Payment" service by going to www.cra.gc.cajmypayment.

2. Pay at your financial institution in person or at an automated banking machine. You will need a personalized remittance voucher. If you do not already have a voucher, you can ask for one by calling the business and self-employed individuals enquiries line at 1-800-959-5525.

3. Use your financial institution's telephone or online banking services.

4. Mail your cheque or money order to: Canada Revenue Agency 275 Pope Road, Suite 102 Summerside PE C1N 6A2

.Local : 519-257-6482 1\11:tnol Collections/Compliance Centre Toll Free: 1-844-353- T5

ad rAiinasd<011 5k19A 7G7 Fax Web site : w5 w19w-2.c5ra2.-gic.c6a

Y

. Martell (1218) ollections Contact Officer

- 2 - Acct No: 83277 0085 RP0001

If you mail your payment, write your full social insurance number or business number on the front of your cheque or money order so we can process it correctly.

For more information about our collections policies, see Information Circular 1C98-1R4, Tax Collections Policies at www.cra.gc.ca/forms . Type "IC98-1R4" in the search field.

This is Exhibit "E", referred to in the Affidavit of David Guebert, sworn before me on June 18 th, 2015.

04110411111111 A Commissioner aths for the Province of Alberta

Name:

Trevor A. Batty .

Barrister and Soho ur

Expiry:

6504238.1

10:57 PM

06111/15 A/P Aging Summary Times Three Wireless Inc.

(Values in Home Currency) As of June 11, 2015

Current 1 - 30 31 - 60 61 - 90 > 90 TOTAL

ASPR Media Inc. 0.00 0.00 0.00 0.00 339.00 339.00 Bond, Monte (exp) 0.00 0.00 0.00 0.00 54,999.99 54,999.99 Burnet Duckworth & Palmer LLP 0.00 0.00 0.00 0.00 93,346.77 93,346.77 BusinessSuites Hill Country Galleria 0.00 0.00 0.00 0.00 2,595.98 2,595.98 Capital City Shopping Centre Limited 0.00 0.00 0.00 0.00 41,967.30 41,967.30 Computershare Investor Service 0.00 0.00 0.00 0.00 21,329.79 21,329.79 Fattouche Consulting Inc. 0.00 0.00 0.00 0.00 23,625.00 23,625.00 Fortkort & Houston PC 0.00 0.00 0.00 0.00 10,758.82 10,758.82 Guebert, David 0.00 0.00 0.00 0.00 0.00 0.00 Hunt, Jeffrey D. 0.00 0.00 0.00 0.00 54,999.99 54,999.99 JDC Consulting (1851053 Ontario Ltd.) 0.00 0.00 0.00 0.00 11,300.00 11,300.00 Jones Brown Inc. 0.00 0.00 0.00 0.00 1,948.00 1,948.00 KPMG 0.00 0.00 0.00 0.00 65,331.00 65,331.00 Manulife Financial 0.00 0.00 0.00 0.00 2,504.32 2,504.32 Marketwire L.P. 0.00 0.00 0.00 0.00 1,517.25 1,517.25 Mediant Communications 0.00 0.00 0.00 0.00 116.68 116.68 Middleton, Bill 0.00 0.00 0.00 0.00 6,476.57 6,476.57 Mobile Mini, Inc. 0.00 0.00 -1,745.04 581.68 1,163.36 0.00 Ricoh Canada Inc. (732100260) 0.00 0.00 0.00 0.00 347.68 347.68 Rogers Telecom-Business (21H-607911) 0.00 0.00 0.00 0.00 0.00 0.00 RS Management Ltd. 0.00 0.00 0.00 0.00 3,390.00 3,390.00 Shaw Cable 0.00 0.00 0.00 0.00 856.47 856.47 Smith, Michael G. 0.00 0.00 0.00 0.00 59,824.94 59,824.94 Spinnaker Capital Markets Inc. 0.00 0.00 0.00 0.00 33,900.00 33,900.00 Telus (160-0000101961-4) 0.00 0.00 0.00 0.00 730.30 730.30 TELUS (CBNCELLOCDATA 1) 0.00 0.00 0.00 0.00 0.00 0.00 The Printing House Ltd. 0.00 0.00 0.00 0.00 181.65 181.65 Tiffani's Janitorial Services Ltd. 0.00 0.00 0.00 0.00 2,047.50 2,047.50 TSX Venture Exchange 0.00 0.00 0.00 0.00 5,460.00 5,460.00 Versalt Inc. 0.00 -630.00 315.00 0.00 315.00 0.00

TOTAL 0.00 -630.00 -1,430.04 581.68 501,373.36 499,895.00

Page 1

This is Exhibit "F", referred to in the Affidavit of David Guebert, sworn before me on June 18 th , 2015.

A Commissioner G aths for the Province of Alberta

Name:

Trevor A. Batty Barrister and Solicit°,

Expiry:

6504238.1

timestree

Condensed Unaudited Financial Statements of

TIMES THREE WIRELESS INC.

Year ended December 31, 2014

TIMES THREE WIRELESS INC. Condensed Statement of Financial Position (Unaudited)

As at December 31, 2014 (in thousands of Canadian dollars)

December 31, 2014

December 31, 2013

Assets

Cash and cash equivalents $ 2

Accounts receivable 2

Deposits and advances 4

Property, plant and equipment 22 Intangible assets 102 102

102 $ 1,864

Liabilities and Equity (Deficiency)

Liabilities: Accounts payable and accrued liabilities 1,082 $ 803 Notes and debentures payable 737 709 Government assistance 200 158

2,019 1,670

Equity (Deficiency): Share capital 29,521 29,521

Warrants 174

Contributed surplus 2,782 2,608

Deficit (34,220) (33,845)

Total equity (deficiency) (1,917) (1,542)

102 $ 128

TIMES THREE WIRELESS INC. Condensed Statements of Comprehensive Loss (Unaudited)

2014 2013

Revenues 17 $ 1

Operating expenses: General and administration 268 1,272 Technology development 871 Regulatory and shareholder communications 15 131 Depreciation 22 6 Provision for bad debts 294

305 2,574

(288) (2,573)

Finance expense (87) (24)

Loss before income taxes (375) (2,597)

Deferred income tax benefit

Comprehensive loss for the year $ (375) $ (2,597)

TIMES THREE WIRELESS INC. Statement of Changes in Equity

(Unaudited)

Years ended December 31 (in thousands of dollars except per share data)

2014

Number of shares

Share capital Warrants

Contributed surplus Deficit

Total shareholders' equity (deficit)

Balance, December 31, 2013

Net loss

Expiry of warrants

91,982,136 $ 29,521 $ 174

(174)

$ 2,608

174

$ (33,845)

(375)

$ (1,542)

(375)

Balance, December 31, 2014 91,982,136 $ 29,521 $ $ 2,782 $ (34,220) $ (1,917)

2013

Number of shares

Share capital Warrants

Contributed surplus Deficit

Total shareholders' equity (deficit)

Balance, December 31, 2012

Net loss

Stock based compensation

Expiry of warrants

91,982,136 $ 29,521 $ 257

(83)

$ 2,231

294

83

$ (31,248)

(2,597)

$ 761

(2,597)

294

Balance, December 31, 2013 91,982,136 $ 29,521 $ 174 $ 2,608 $ (33,845) $ (1,542)

TIMES THREE WIRELESS INC. Statement of Cash Flows (Unaudited)

Years ended December 31 (in thousands of dollars)

2014 2013

Cash provided by (used in): Operations:

Net loss for the period $ (375) $ (2,597) Items not affecting cash:

Depreciation and amortization 22 6 Loss on sale of assets

Stock based compensation 294 Interest accretion expense 70 10

(283) (2,288) Change in non-cash working capital 281 624

(2) (1,664)

Investing: Property, plant and equipment (16) Intangible assets (102)

(118)

Financing: Notes and debentures 222 Issue of common stock, net of issue costs

Repayment of notes and debentures (181) 41

Decrease in cash and cash equivalents

(2) (1,741)

Cash and cash equivalents, beginning of period 2 1,743

Cash and cash equivalents, end of period $ 2

TIMES THREE WIRELESS INC. Notes to the Financial Statements (Unaudited)

December 31, 2014 (in thousands of dollars except per share data)

Times Three Wireless Inc. (the "Company" or "Times Three") is incorporated under the laws of Alberta and its shares are publicly traded on the TSX Venture Exchange under the symbol TTW.

The Company is in the business of researching, developing and licensing its network-based

wireless location technology, which integrates proprietary hardware, software and scientific

algorithms. Times Three is focused on its beacon technology, which enables location-based

services such as fleet tracking, stolen vehicle recovery and inventory tracking as well as telemetry

services. With licensees and through joint ventures, using this model, revenue may be generated

through upfront licensing fees and royalties, as well as through service agreements and technical support. In addition to the foregoing, over the past twelve months, the Company commenced a

new initiative to build upon its existing wireless networking and intellectual property portfolio by

developing licensing programs, utilizing its fundamental wireless location patents, as well as new

patents it has filed based on its numerous inventions and other patent acquisitions.

1. Intangible assets: Cost

Balance at January 1, 2012

Additions for the period

102

Balance at December 31, 2013 and 2014

102

Amortization

Balance at December 31, 2013 and December 31, 2014

Carrying amounts

At December 31, 2013 102

At December 31, 2014 102

TIMES THREE WIRELESS INC. Notes to the Financial Statements, page 2 (Unaudited)

December 31, 2014

(in thousands of dollars except per share data)

2. Notes and debentures payable:

Note (a)

Note (b)

Note (c)

Note (d) Total

Face value at January 1, 2012 Advances Settlement agreements Repayments

$ 995 60

(698)

(262)

$ -

348

-

$ -

250

$ $ 995 60

(100) (262)

Face value at December 31, 2012

Effective interest to be recognized

in future periods

95 348

(17)

250

(12) -

693

(29) Carrying value of notes payable $ 95 $ 331 $ 238 $ $ 664

Face value at January 1, 2013 Advances Repayments

$ 95

(95)

$ 348 22

(50)

$ 250

(36)

$ 200

$ 693 222

(181) Face value at Dec. 31, 2013

Advances

320

3

214 200 734

3 Carrying value of notes payable $ 323 $ 214 $ 200 $ 737

Note (a) — The Company had a liability of $987 related to 12% unsecured convertible

subordinated debentures which were issued in September 2008. The Company had not repaid

the debentures on maturity at December 31, 2009. In addition, one officer and one former officer of the Company provided additional financing through cash advances and deferral of salaries

due. These advances were non-interest bearing and unsecured.

Note (b) — The Company entered into a settlement agreement with an officer of the Company

whereby the balance of $698 due to the officer included in note 1 was settled in exchange for 7,000,000 common shares valued at $350 plus a note payable in the amount of $348. The note

is non-interest bearing and is repayable at a rate of 3.5% of the proceeds of future financing raised by the Company.

Note (c) — The Company entered into a settlement agreement with a company controlled by an officer of Times Three. The note issued as part of the settlement is non-interest bearing and is repayable at a rate of 2.5% of the proceeds of future financing completed by the Company.

TIMES THREE WIRELESS INC. Notes to the Financial Statements, page 3

(Unaudited)

December 31, 2014

(in thousands of dollars except per share data)

Note (d) — The Company entered into promissory note agreements with three individuals in

exchange for $200. The notes bear interest of 10% per annum payable on maturity (May 1,

2015). The notes allow the holder to convert the outstanding principal balance to common shares

under similar terms to a future equity financing by the Company. The terms of the conversion

right will be established concurrent with a future equity financing. A portion ($22) of the proceeds

from the notes was assigned to the value of the derivative liability associated with the conversion

feature. This amount is included in accounts payable and accrued liabilities.

3. Government assistance:

TECTERRA funding:

The Company has an agreement with TECTERRA Inc., a provincial technology organization

which supports the development and commercialization of geomatics technology. Under the

terms of the agreement, TECTERRA provides funding for up to $200 under phase 1 of the

Company's telemetry development. The funding received is repayable by the Company at a rate of 25% of commercial revenues earned and received from the development up to a maximum of the amount funded. To date, the Company has received $200 of funding under the program.