Replicel Life Sciences Inc V.RP

A FAIR DEAL

[RPINVESTOR1]

1. 75% on Gross Asset Sales.

2. 50% on Gross Royalties.

3. 2 minority shareholders on Board of Private Company.

4. All volunteer Replicel Board of Directors. Each Director must hold a minimum of 100,000 shares in Replicel. At least 2 new members not chosen by the current Board.  

5. No conversion of options to shares in Replicel. The option recipients have not been able to excercise these options because their efforts have not improved the fortunes of the Company or the share price. Converting these options to shares and increasing the total share count at the expense of the long-suffering small shareholders is abusive and unacceptable.

6. All further Replicel expenses to be paid by the Private Company.

[RPINVESTOR1]

and............. 7. Maximum $5.00 USD payout (not the current $2.00 USD on offer).