Exhibit 1.2

AGENCY AGREEMENT

December [●], 2019

Industrial Alliance Securities Inc.

26 Wellington St E #700

Toronto, Ontario M5E 1S2

The undersigned, Industrial Alliance Securities Inc. (the “Agent”), understands that Direct Communication Solutions, Inc. (the “Company”) proposes to complete its initial public offering by offering for sale up to 1,500,000 common shares of the Company (“Shares”) at a price of $2.00 per Share (“Offering Price”) for gross proceeds of up to $3,000,000.00.

The Agent also understands that the Company: (i) has prepared and filed a Preliminary Prospectus (as defined herein); (ii) has addressed the comments made by the Regulatory Authorities (as defined herein) in respect of the Preliminary Prospectus; and (iii) has been cleared by all of the Regulatory Authorities to file the Final Prospectus (as defined herein). The Company has prepared and will file, concurrently with the execution of this Agreement, the Final Prospectus and all other necessary documents in order to qualify the Shares for distribution to the public in each of the Qualifying Jurisdictions (as defined herein), the grant of the Over-Allotment Option (as defined herein), and the issue of the Agent’s Warrants (as defined herein) and will obtain the final receipt (as defined herein) for the Final Prospectus prior to 5:00 p.m. (Vancouver time) on the first business day following the date hereof (or such later date or time as reasonably agreed to by the Company and the Agent).

Subject to the terms and conditions contained in this Agreement, the Company hereby appoints the Agent to act as the sole and exclusive agent to the Company, and the Agent hereby agrees to act as the agent of the Company, to effect the sale of the Shares on behalf of the Company on a “best efforts” basis to purchasers resident in the Qualifying Jurisdictions and in those jurisdictions outside of Canada or the United States as may be agreed to by the Company and the Agent, acting reasonably, through private placements or other offerings on an exempt basis and provided that the Company shall not become obligated to file a registration statement or prospectus outside of Canada.

The Company has advised the Agent that the Shares have been qualified pursuant to Regulation A under the U.S. Securities Act (as defined herein).

In addition, the Company hereby grants to the Agent an option (the “Over-Allotment Option”),which may be exercised in the Agent’s sole discretion and without obligation, exercisable in whole or in part and in one or more tranches at any time and from time to time prior to the 9:00 a.m. (EST) on the date that is two days before the Closing Date (as herein defined) by written notice delivered to the Company to offer up to an additional 225,000 Shares (“Over-Allotment Shares”) for sale to the public, at a price per Over-Allotment Share equal to the Offering Price, to cover over-allotments, if any, and for market stabilization purposes.

The Shares and any Over-Allotment Shares are hereinafter collectively referred to as the “Offered Shares”. The offering of the Offered Shares by the Company is referred to as the “Offering”.

It is understood and agreed that the Agent is under no obligation to purchase any of the Offered Shares, although the Agent may subscribe for Offered Shares if they so desire. The Agent may offer the Offered Shares at a price less than the Offering Price as described in further detail in section 3.2 of this Agreement.

In consideration of the services to be rendered by the Agent in connection with the sale of the Offered Shares hereunder, the Company shall (i) pay to the Agent the Agent’s Commission (as defined herein), (ii) issue and deliver to the Agent the Agent’s Warrants as set out in Section 5.2 of this Agreement, and (iii) pay to the Agent the Corporate Finance Fee (as defined herein). The terms of compensation are more fully described in Article 5 of this Agreement.

The additional terms and conditions of this agency agreement (the “Agreement”) are set forth below.

In this Agreement:

2.1 The Company appoints the Agent as its exclusive agent to effect the Offering and the Agent accepts the appointment and agrees to act as agent for such purpose and to use its best efforts to effect the sale of Shares on the Company’s behalf to Purchasers on the terms and conditions contained herein.

2.2 The Agent agrees to use its commercial reasonable efforts to sell the Offered Shares, but the Company understands and agrees that the Agent is acting as agent only and is under no obligation to purchase any of the Offered Shares. The Agent may retain other registrants to act as sub-agents to solicit subscriptions for the Offered Shares at no additional cost to the Company and any compensation paid or payable to such sub-agents shall be solely for the account of the Agent. The Agent shall be under no liability for any failure to sell any or all of the Offered Shares or to engage sub-agents.

2.3 If the Agent determines that particular experience or technical expertise is necessary for the Agent to carry out its obligations under this Agreement, then the Agent may engage third party experts, at the Company’s expense, to prepare assessment or technical reports relating to the Company and its business.

3.1 The distribution of the Offered Shares, the Agent’s Warrants and the Agent’s Warrant Shares shall be qualified by the Prospectuses under Applicable Securities Laws in each of the Qualifying Jurisdictions. The Agent will use its best efforts to arrange for Purchasers of the Shares in the Qualifying Jurisdictions. The Agent may also use its best efforts to arrange for Purchasers of Shares in such other jurisdictions as the Company and the Agent may agree, provided the distribution of Offered Shares in such other jurisdictions (other than the United States) are completed in accordance with the applicable laws of such other jurisdictions and no prospectus, registration statement or similar document is required to be filed in such other jurisdiction; provided, however, it is understood and agreed that the Agent shall have no obligation to purchase the Offered Shares.

3.2 After the Agent has made reasonable effort to sell the Shares at the Offering Price, the Offering Price may be decreased by the Agent and further changed from time to time to an amount not greater than the Offering Price. The Agent’s Commission realized by the Agent pursuant to section 5.1 will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds of the Offering assuming all Shares had been offered at the initially stated Offering Price. Reduced price sales will not affect the Proceeds to be received by the Company under the Offering.

3.3 The Company agrees that the Agent will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their sub-agents (the “Selling Firms”) to assist in the Offering and that the Agent may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Agent. The Company grants all of the rights and benefits of this Agency Agreement attributable to the Agent to any Selling Firm so appointed by the Agent and appoints the Agent as trustee of such rights and benefits for such Selling Firms, and the Agent hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms.

3.4 The Agent shall, and shall require any Selling Firm to agree to, comply with the Applicable Securities Laws in the Qualifying Jurisdictions in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectuses and this Agency Agreement.

3.5 The Agent shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Company when, in their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of such number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Commissions

4.1 Prior to the Closing Time and during the period from the date hereof until the Closing Date, the Company shall allow the Agent the opportunity to conduct required due diligence and to obtain, acting reasonably, satisfactory results therefrom and, in particular, the Company shall allow the Agent and Agent’s counsel to conduct all due diligence which the Agent may reasonably require in order to confirm the Offering Documents are accurate, complete and current in all material respects and to fulfill the Agent’s obligations as registrants and, in this regard, without limiting the scope of the due diligence inquiries the Agent may conduct, the Company shall cause its senior management, auditors, legal counsel, technical advisors and such other persons as the Agent may require, to answer any questions which the Agent may reasonably have and to participate in one or more due diligence sessions to be held prior to the Closing Date.

4.2 In carrying out their responsibilities under this Agency Agreement, the Agent will necessarily rely on information prepared or supplied by the Company and other sources. The Agent will apply reasonable standards of diligence to their due diligence inquiries. However, the Agent will be entitled to rely on and assume no obligation to verify the accuracy or completeness of such information and under no circumstances will the Agent be liable to the Company or any securityholder for any damages arising out of the inaccuracy or incompleteness of such information. The Company maintains sole responsibility for the accuracy and completeness of the Prospectuses, and any Supplementary Material and any other disclosure document to be prepared in connection with the Offering, except any portions thereof that are provided by the Agent (the only such portion of which shall be the names of the Agent and the section of the Prospectuses titled “Plan of Distribution”).

5.1 The Company will pay the Agent a cash commission (the “Agent’s Commission”) equal to 8% of the gross proceeds of the sale of the Offered Shares (including any gross proceeds raised from the exercise of the Over-Allotment Option, if applicable), whether purchased by the Agent for its own account or for its clients or purchased by other members of the Exchange for their own account or for their respective clients.

5.2 As further consideration for the Agent assisting the Company in connection with the Offering, the Company will issue to the Agent (or to members of the Selling Firms in such amounts as the Agent directs) Agent’s Warrants, entitling the holder thereof to purchase for a period of 24 months from the date of listing of the Common Shares on the Exchange such number of Agent’s Warrant Shares equal to 8% of the number of Offered Shares sold under the Offering (including any Shares sole pursuant to the Over-Allotment Option, if applicable) at a price of $2.00 per Agent’s Warrant Share.

5.3 It is understood and agreed that the Company may provide a president’s list (“President’s List”) of subscribers related to the Company as mutually agreed to by the Agent and the Company (the “President’s List Subscribers”). The Company and the Agent shall agree upon a final list of the President’s List Subscribers to be circulated prior to the Closing. The Agent shall not be obligated, and may in its sole discretion, refuse to process any subscription for Shares from any President’s List Subscriber, and the Company shall indemnify and save harmless Agent and any Personnel (as hereinafter defined) for and against all losses relating to any sale of Offered Shares by the Company to any President’s List Subscriber. The Agent’s Commission payable in respect to President’s List Subscribers shall be reduced to 4% of the gross proceeds raised from the sale of the Offered Shares sold to such President’s List Subscribers and the Agent’s Warrants payable in respect to President’s List Subscribers shall be reduced to 4% of the Offered Shares sold to such President’s List Subscribers, provided the President’s List is delivered to the Agent in writing at least 10 days prior to the Closing Date.

5.4 The Company will pay to the Agent a non-refundable Corporate Finance Fee in the amount of $20,000 plus GST.

5.5 All fees, expenses and other payments under this Agreement shall be paid without giving effect to any withholding or deduction of any tax or similar governmental assessment. If the Company is required by law to deduct or withhold any amounts with respect to any such tax or assessment or if any such tax or assessment is required to be paid by the Agent or any of its affiliates as a result or arising out of this Agreement, the Company shall pay the Agent such additional amounts as shall be required so that the net amount received by the Agent from the Company after such deduction, withholding or payment shall equal the amounts otherwise payable to the Agent under this Agreement. If any Goods and Services Tax, Harmonized Sales Tax, and/or provincial sales taxes or other similar tax is payable with respect to the fees paid or payable to the Agent under this engagement, the Agent will add the amount of such tax to its invoice and the Company shall pay the Agent such tax. All fees and expenses payable by the Company in accordance with this Agreement shall be payable whether or not the Offering is completed. At the option of the Agent, any fees and expenses of PI shall be deducted from the gross proceeds otherwise payable to the Company at the closing of the Offering.

5.6 Whether or not the transactions herein contemplated shall be completed, the Company will pay all of its expenses and fees in connection with the Offering, including, without limitation:

5.7 The terms governing the Agent’s Warrants will be set out in the Agent’s Warrant Certificates, the form of which will be subject to the approval of the Company and the Agent, acting reasonably, and will include provisions for the appropriate adjustment in the class, number and price of the Agent’s Warrant Shares issuable upon exercise of the Agent’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, payment of distributions or amalgamation, arrangement or merger of the of the Company with or into another company.

5.8 Subject to the terms of this Agreement, the issue of the Agent’s Warrants will not restrict or prevent the Company from obtaining any other financing, nor from issuing additional securities or rights during the period within which the Agent’s Warrants are exercisable.

6.1 The Agent will offer the Shares for sale at the Offering Price in the Qualifying Jurisdictions on a best efforts basis in accordance with the Applicable Securities Laws and the policies of the Exchange.

6.2 Residents of the Qualifying Jurisdictions may subscribe for Offered Shares by delivering to the Agent on or prior to the applicable Closing Date:

6.3 All funds received by the Agent for subscriptions will be held in trust by the Agent until it has received at Closing:

6.4 Upon receiving the documentation referred to in Section 6.3 hereof, the Agent shall deliver to the Company or as directed in Section 6.3(b) hereof, the Proceeds.

6.5 Notwithstanding any other term of this Agreement, all subscription funds received by the Agent or the Company’s registrar and transfer agent will be returned to the subscribers without interest or deduction if the Offering does not close for any reason.

7.1 The Company will cause the Prospectuses to be filed with the Regulatory Authorities, will deliver all necessary copies of the Prospectuses to the Regulatory Authorities and will use its best efforts to have the Prospectuses accepted by the Regulatory Authorities and have the Commissions issue receipts for the Preliminary Prospectus and the Final Prospectus. The Company shall fulfill all legal requirements required to be fulfilled by the Company in connection therewith, in each case in form and substance satisfactory to the Agent as evidenced by the Agent’s execution of the certificates attached thereto.

7.2 Prior to the completion of the Offering, the Company shall allow the Agent to review the Offering Documents and conduct all due diligence which the Agent may reasonably require in order to fulfill their statutory obligations as Agent and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by the Agent in such documents, including, without limitation, all corporate and operating records, documentation with respect to financial information (including budgets), copies of the financial statements to be included in the Prospectuses and access to key officers of the Company.

7.3 The Company will provide the Agent with commercial copies of the Prospectuses and Supplementary Material, to be delivered to the Agent without charge, in such quantities as the Agent may reasonably request, as soon as possible after the filing of the Preliminary Prospectus, Final Prospectus or Supplementary Material, as the case may be, but in any event on or before noon (Vancouver time) on the second Business Day after obtaining the receipt therefor (provided the Agent have provided notice of the quantity and delivery instructions of the Preliminary Prospectus, Final Prospectus, or Supplementary Material to be printed prior to filing of such document), as applicable, and such delivery will constitute the Company’s consent to the Agent’s use of such documents in connection with the Offering.

7.4 The Company will file with the Exchange all required documents and pay all required filing fees, and do all things required by the rules and policies of the Exchange, in order to obtain prior to the Closing Date the requisite acceptance or approval of the Exchange for (i) the Offering; (ii) the conditional listing of the Shares on the Exchange, subject only to standard listing conditions, which the Company agrees to fully satisfy in a timely manner forthwith after the Closing; and (iii) the conditional listing of, upon their issuance in accordance with the terms of the Agent Warrant Certificates, the Agent Warrant Shares subject only to standard listing conditions, which the Company agrees to fully satisfy in a timely manner forthwith after the Closing.

7.5 On or before the Closing Date, the Company shall take or cause to be taken all reasonable steps and proceedings (including but not limited to the filing of the Prospectuses and the obtaining of a receipt for the Prospectuses from the Commissions under the Applicable Securities Laws), necessary in order to qualify for distribution the Offered Shares for sale to Purchasers resident in the Qualifying Jurisdictions through the Agent and its sub-agents, if any, retained pursuant to Section 3.3 hereof, and to qualify for distribution the Agent’s Warrants.

7.6 Following the Effective Date and after consulting with the Exchange, the Company and the Agent will set the Closing Date and the Closing Time. Unless an amendment to the Final Prospectus is filed and the Commissions have issued a receipt for such amendment, the Closing Date will be on or before the day which is 90 days after the Effective Date. If an amendment to the Final Prospectus is filed and the Commissions have issued a receipt for the amendment, the Closing Date will be on or before the day which is 90 days after the date of the receipt for such amendment, provided, however, that the Closing Date will not be more than 180 days from the date of the receipt for the initial Final Prospectus.

7.7 During the period prior to the completion of the Offering, the Company shall promptly notify the Agent in writing of:

which change or fact is, or may be, of such a nature as to render the Prospectuses or any Supplementary Material misleading or untrue in any material respect or would result in any of such documents containing a misrepresentation, as defined under Applicable Securities Laws of the Qualifying Jurisdictions, or which would result in any of such documents not complying with any of the Applicable Securities Laws of the Qualifying Jurisdictions or which change would reasonably be expected to have a significant effect on the market price or value of the Offered Shares. The Company shall in good faith discuss with the Agent any change in circumstances (actual or proposed within the knowledge of the Company) which is of such a nature that there is reasonable doubt whether notice needs to be given to the Agent pursuant to this subsection and, in any event, prior to making any filing.

7.8 The Company shall deliver to the Agent duly executed copies of any Supplementary Material required to be filed by the Company in accordance with Section 7.7 above and, if any financial or accounting information is contained in any of the Supplementary Material, an additional comfort letter to that required below.

7.9 The Company shall immediately or in good faith discuss with the Agent any change in circumstances which is of a nature that there is reasonable doubt as to whether notice in writing need to be given to the Agent pursuant to Section 7.7 hereof.

7.10 Now and at all times subsequent hereto during the distribution of the Offered Shares to the public or such longer person of time, if any, while the Final Prospectus continues to be current, the Final Prospectus and any amendments thereto does and will fully comply with the requirements of the Applicable Securities Laws. The Final Prospectus, together with any amendments thereto does and will during such period provide full, true and plain disclosure of all material facts relating to the Company, the Offered Shares and the distribution of the Offered Shares to the public, and does not and will not during such period contain a Misrepresentation; provided that the foregoing covenants of the Company do not and shall not apply with respect to any information or statements contained in the Final Prospectus provided by and relating solely to the Agent.

7.11 During the period of distribution to the public of the Offered Shares, the Company will advise the Agent promptly of any request of the Commissions or the Exchange for an amendment to the Final Prospectus or for any additional information, of the issuance by the Commissions, Exchange or any other securities commission, stock exchange or similar regulatory authority, of any cease trade order or similar order relating to the Common Shares or Offered Shares or the use of the Final Prospectus, or of the institution or threat of an institution of any proceedings for that purpose or of the receipt by the Company of any communication from the Commissions, Exchange or any other securities commission stock exchange or similar regulatory authority relating to the Prospectuses or the offering of the Offered Shares. The Company will use its best efforts during the period of distribution to the public of the Offered Shares to prevent the issuance of any such cease trade order and, if issued during such period, to obtain the withdrawal thereof as soon as possible.

7.12 After the Offering is completed, the Company and the Agent will forthwith file any documents required by the Exchange necessary to permit the Common Shares to commence trading on the Exchange.

7.13 The Company will deliver to the Agent:

7.14 The Company shall take all necessary steps to complete and file with the Exchange its application for listing with all other documentation required by the Exchange, to allow for the listing and halt of the Common Shares on the Exchange prior to the Closing. In the event that the Agent is required to provide or deliver any such documentation in connection with the application for listing or take such steps in connection therewith, the Company shall not be in breach of this Section 7.14 to the extent that the listing of the Common Shares on the Exchange concurrently with the Closing is delayed or is not completed due to the Agent’s failure to provide or deliver such documentation or take such steps.

7.15 The Proceeds received by the Company from the sale of the Offered Shares and any Common Shares sold prior to the date of the Prospectuses will be applied for the specific purposes more particularly set out under “Use of Proceeds” in the Prospectuses and in compliance with Exchange Policies.

7.16 At the Closing Date, the Offered Shares shall have been made “eligible” by CDS Clearing and Depository Services Inc. (“CDS”) and counsel to the Company shall have provided written confirmation from CDS of such eligibility to Agent’s counsel.

7.17 The Company will use its commercially reasonable best efforts to maintain its status as a reporting issuer not in default of any Applicable Securities Laws in the Offering Jurisdictions for a period of 36 months following the date that its Common Shares are listed and posted for trading on the Exchange and will use its commercially reasonable best efforts to maintain its listing on the Exchange (or such other exchange on which the Common Shares may be listed) during such 36 months.

7.18 During the period commencing on the date hereof and ending on the Closing Date (unless otherwise specified), the Company will promptly provide to the Agent and the Agent’s counsel, for review, prior to filing or issuance of the same, any proposed public disclosure document, including without limitation, any press release (including any press release issued after the Closing Date related to this Agreement and the Offering) or material change report and the Company will use its commercially reasonable efforts to agree with the Agent, acting reasonably, as to the form and substance of such document.

7.19 The Company shall forthwith notify the Agent upon becoming aware of any breach of any covenant of this Agreement by any party thereto, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement is or has become untrue or inaccurate in any material respect.

7.20 The Company shall ensure that any news release relating to the Offering and naming the Agent will include substantially the following legend: “NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.” All news releases relating to the Offering will include the following statement: This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities. ”.

7.21 The Company shall not reproduce, disseminate, quote from or refer to the Offering or any written or oral opinions, advice, analysis and materials provided by the Agent to the Company in connection with the Offering in whole or in part at any time, in any manner or for any purpose, without the Agent’s prior written consent in each specific instance, and the Company shall and shall cause its affiliates, officers, directors, shareholders, agents and advisors (including those shareholders who have an advisory relationship with the Company and the directors, officers, and employees of such shareholders) to keep confidential the opinions, advice, analysis and materials furnished to the Company by the Agent and their counsel in connection with the Offering.

7.22 From and including the date of this Agreement through to and including the Closing Time, the Company shall do such acts and things necessary to ensure that all of the representations and warranties of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warranty of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect and use its commercially reasonable efforts to cause all conditions in this Agreement to be satisfied.

7.23 It is understood that the Agent may waive, in whole or in part, non-compliance with any of the conditions or other matters contained herein or extend the time for compliance therewith without prejudice to its rights in respect of any other condition or conditions or any other subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agent only if it is in writing.

8.1 The Closing will take place on the Closing Date.

8.2 The Agent’s obligations under this Agreement are conditional upon and subject to the fulfilment of the following conditions before the Closing Time, which conditions the Company covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled before the Closing Time:

8.3 The Offering will be completed at the offices of the Company’s legal counsel at such time (the “Closing Time”) and on the applicable Closing Date as may be agreed to by the Company and the Agent in consultation with the Exchange; provided, however, that if the Company has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing Time and Closing Date or such other date and time as may be mutually agreed to, or if this Agreement is terminated in accordance with Section 9 hereof, the respective obligations of the parties will terminate without further liability or obligation except for obligations of the Company with respect to the payment of expenses and indemnity and contribution provided for in this Agreement.

8.4 The Company will, on the applicable Closing Date, deliver the Securities, through its registrar and transfer agent, to the Agent against payment of the Proceeds.

8.5 If the Company has satisfied all of its obligations under this Agreement, the Agent will, on the applicable Closing Date, pay the Proceeds to the Company against delivery of the Securities.

9.1 Except as otherwise provided herein, all terms and conditions set out herein shall be construed as conditions and any breach or failure by the Company to comply with any such conditions in favour of the Agent shall entitle the Agent to terminate in accordance with Section 9.2 its obligations under this Agreement by written notice to that effect given to the Company prior to the Closing Time on the Closing Date. It is understood each Agent may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to its rights in respect of any subsequent breach or non-compliance, provided that to be binding on an Agent, any such waiver or extension must be in writing and signed by the Agent.

9.2 The Agent may terminate its obligations under this Agreement by notice in writing to the Company at any time before the Closing Time if, as determined in the sole discretion of the Agent:

9.3 This Agreement will terminate if the Effective Date has not occurred within 90 days of the reference date of this Agreement or by such other date as may be agreed to in writing by the Company and the Agent.

9.4 Neither the giving nor the failure to give notice under Section 9.2 shall in any way affect the entitlement of the Agent to exercise their rights under Section 9.2 at any time prior to or at the Closing Time on the Closing Date.

9.5 The rights of termination contained in this Article 9 are in addition to any other rights or remedies the Agent may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise.

10.1 The Company represents and warrants to the Agent. and acknowledges that the Agent is relying upon such representations and warranties in entering into this Agreement, that:

which default or breach might reasonably be expected to materially adversely affect the Business, operations, capital or condition (financial or otherwise) of the Company or would impair the ability of the Company to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained herein;

which, as the case may be, materially affects, is material to or will materially affect the Company, except as stated in the Prospectuses, in which are fully set forth all relevant particulars required by the Applicable Securities Laws;

10.2 The representations and warranties of the Company contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement.

12.1 If at any time, up to and including the Closing Time, the Agent receives a garnishing order or other form of attachment purporting to attach or garnish a part or all of the sale price of the Offered Shares, the Agent will be free, and is hereby authorized by the Company, to pay the amount purportedly attached or garnished into court.

12.2 Any payment by the Agent into court contemplated in this Agreement will be deemed to have been received by the Company as payment by the Agent against the sale price of the Offered Shares to the extent of the amount paid, and the Company will be bound to issue and deliver the Offered Shares proportionate to the amount paid by the Agent.

12.3 The Agent will not be bound to ascertain the validity of any garnishing order or attachment, or whether in fact it attaches any monies held by the respective Agent, and the Agent will be free to act with impunity in replying to any garnishing order or attachment.

12.4 The Company will release, indemnify and save harmless the Agent in respect of all damages, costs, expenses or liability arising from any acts of the Agent under this section.

13.1 The Company (the “Indemnitor”) hereby agrees to indemnify and hold the Agent and each of the directors, officers, employees, sub-agents and shareholders of the Agent (hereinafter referred to as the “Personnel”) harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (excluding lost profits and any other indirect or consequential damages but including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agent to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder or otherwise in connection with the matters referred to in this Agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment shall determine that:

13.2 The Indemnitor hereby agrees to waive any right it may have of first requiring the Agent and/or its Personnel to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming under this indemnity.

13.3 Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent.

13.4 If for any reason (other than the occurrence of any of the events itemized in (a) and (b) above), the foregoing indemnification is unavailable to the Agent and/or its Personnel or insufficient to hold it harmless, then the Indemnitor shall contribute to the amount paid or payable by the Agent and/or its Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent on the other hand but also the relative fault of the Indemnitor and the Agent, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent as a result of such expense, loss, claim, damage or liability any excess of such amount over the amount of the fees received by the Agent hereunder pursuant to the attached letter agreement. The rights of contribution herein provided shall be in addition to and not in derogation of any other right to contribute which the Agents and/or its Personnel have by statute or other law.

13.5 The Indemnitor agrees that in case (i) any legal proceeding shall be brought against the Indemnitor and/or the Agent and/or its Personnel by any governmental commission or regulatory authority or any stock exchange, or (ii) any entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Agent and/or its Personnel, and any Personnel of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent, the Agent and/or its Personnel shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs and out-of-pocket expenses incurred by the Agent and/or its Personnel in connection therewith shall be paid by the Indemnitor as they occur.

13.6 Promptly after receipt of notice of the commencement of any legal proceeding against the Agent and/or its Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, the Indemnitor shall undertake the investigation and defence thereof on behalf of the Agent and/or any Personnel, as applicable, including the prompt employment of counsel reasonably acceptable to the Agent or the applicable Personnel affected and the payment of all reasonable expenses and throughout the course of any investigation or legal proceeding as contemplated herein, the Indemnitor will provide copies of all relevant documentation to the Agent, will keep the Agent advised of the progress thereof and will discuss with the Agent all significant actions proposed. Failure by the Agent to so notify the Indemnitor shall not relieve the Indemnitor of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Indemnitor or material impairment of its substantive rights or defences.

13.7 No admission of liability and no settlement of any action shall be made without the prior written consent of the Indemnitor and the Agent or the Personnel affected, such consent not to be unreasonably withheld or delayed.

13.8 Notwithstanding that the Indemnitor shall undertake the investigation and defence of any action, the Agent or the Personnel affected shall have the right to employ separate counsel in any such action and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Agent or the Personnel affected unless (a) employment of such counsel has been authorized by the Indemnitor; (b) the Indemnitor shall not have assumed the defence of the action within 5 business days after receiving notice of the action; (c) the named parties to any such action include both the Indemnitor and the Agent or any Personnel and the Agent or the affected Personnel shall have been advised by counsel that there may be a conflict of interest between the Indemnitor and the Agent or the affected Personnel, as the case may be; or (d) there are one or more legal defences available to the Agent or the affected Personnel which are different from or in addition to those available to the Indemnitor.

13.9 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Personnel of the Agent. The Indemnitor constitutes the Agent as trustee for the other indemnified parties as contemplated herein of the covenants of the Indemnitor under this Article 13 and the Agent hereby agrees to accept such trust and to hold and enforce such covenants on behalf of such persons. The foregoing provisions shall survive the completion of professional services rendered under the attached letter agreement or any termination of the authorization given by the attached letter agreement.

14.1 If the Offering is not completed as a result of the Company’s decision to pursue an alternative business transaction within a period that is six months from the date of this Agreement, the Company shall pay the Agent an amount equal to the Agent’s Commission, Corporate Finance Fee (to the extent not already paid) and the Agent’s Warrants that would otherwise have been earned by the Agent assuming the maximum Offering (including the Over-Allotment Option) was completed together with Agent’s costs and expenses incurred and not reimbursed to that date. An alternative business transaction includes financing which has the effect of replacing the Offering or a business transaction involving a change of control of the Company or any material subsidiary including a merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or similar transaction. An alternative business transaction does not include a financing arranged by the Company that is supplementary to the Offering contemplated herein.

15.1 If within the period ending twelve months from the Closing Date (the “ROFR Term”) the Company or any of its Affiliates undertakes a public or private offering of debt, equity or equity-based securities, or, if the Company otherwise requires financial advisory services, the Agent will have a right of first refusal to serve as its exclusive financial advisor for such financial advisory engagement and/or sole bookrunner, lead manager and exclusive placement agent for such financing (the “ROFR”). In such event, the Company and the Agent will enter into a separate agreement or other appropriate documentation for such engagement containing such compensation and other terms and conditions as are customary based on industry standards for similar engagements, including, without limitation, appropriate indemnification provisions.

15.2 The Company must provide the Agent with written notification if the Company or any of its Affiliates requires or proposes to obtain additional financing or financial advisory services contemplated above. Upon receipt of such notification, the Agent must exercise its ROFR within five Business Days, failing which the Agent shall relinquish its right with respect to that particular engagement and the ROFR shall continue in relation to any other public or private offerings of debt, equity, or equity-based securities in Canada, or financial advisory services of the Company during the ROFR Term.

15.3 If, prior to, or any time after, providing the Agent with such written notice, the Company or any if its Affiliates receives an offer from a third party to serve as bookrunner, manager, placement agent in connection with a financing in Canada or financial advisor in connection with a financial advisory engagement, the terms upon which such third party has proposed to act in such capacity shall be disclosed to the Agent by the Company in writing, and the Agent shall have five Business Days within which to exercise its ROFR on matching terms.

15.4 The Company represents and warrants to the Agent that it is not bound by, or otherwise subject to, any right of first refusal, right of first offer or other agreement or document which would conflict with the ROFR or would otherwise prevent or impair the Company from performing its obligations as set out in this Section 16.

Any notice or other communication to be given hereunder shall be addressed and delivered to:

in the case of the Company:

Direct Communication Solutions, Inc.

17150 Via Del Campo #200

San Diego, CA 92127 U.S.A.

Attention: Chris Bursey

Email: cbursey@dcsbusiness.com

with a copy to:

Fang and Associates Barristers & Solicitors

Suite 1780 – 400 Burrard Street

Vancouver, British Columbia V6C 3A6

Attention: Paul Fang

Email: pmf@falawyers.ca

and in the case of the Agent:

Industrial Alliance Securities Inc.

26 Wellington St E #700

Toronto, Ontario M5E 1S2

Attention: Jeret Bode
Email: Jeret.Bode@IAGTO.CA

with a copy to:

Borden Ladner Gervais LLP
1900, 520 -3^rd Ave SW
Calgary, AB T2P 0R3

Attention: Melissa Smith
Email: mesmith@blg.com

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if hand-delivered, mailed or sent by courier, or on the first Business Day following the day on which it is sent, if sent by email. Any party may, at any time, give notice in writing to the other in the manner provided for above of any change of address or telecopier number.

Subject to and in compliance with applicable laws, before the Company files or disseminates any press release relating to the Offering the Company shall obtain the Agent’s approval of such press release.

Time is of the essence of this Agreement.

The representations, warranties, covenants and indemnities of the parties contained in this Agreement will survive the Closing until the date that is 36 months following the Closing Date.

This Agreement contains the full agreement of the parties in respect of the subject matter hereof and supersedes and replaces any prior agreement of the parties in respect of the subject matter hereof.

If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the courts of such province will have jurisdiction over any dispute arising under this Agreement.

Wherever a singular or masculine expression is used in this Agreement, that expression is deemed to include the plural, feminine or the body corporate where required by the context. All headings contained in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

For the purposes of this Agreement, all references to “dollars” or “$” shall mean Canadian funds, unless otherwise specified.

This Agreement enures to the benefit of and is binding on the parties to this Agreement and their successors and permitted assigns.

Nothing in this Agreement shall require or be deemed to require the Agent to act contrary to its statutory obligations or its fiduciary duties to its clients.

This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the reference date given above.

[Remainder of page left intentionally blank – signature page to follow]

Industrial Alliance Securities Inc. – Agency Agreement