Note 19 – Purchase Agreement for Preferred Security associated with Canyon Crest Holdings, LLC

On August 21, 2015, the Company entered into an agreement where it received $120,000 in exchange for 1,200 to-be-created Series C convertible preferred shares of Mentor.  The proceeds are to be used in association with CCH. 

After one year, the to-be-created Series C convertible preferred shares may be converted, in steps or in whole, into Mentor common shares.  The to-be-created Series C convertible preferred shares will convert to common shares based on a formula related to recurring revenue and after tax profits.  Due to Mentor’s recent reincorporation in Delaware, the series C convertible preferred shares have not yet been created.  Therefore, a convertible security has been issued to the individual which will be converted to Mentor Series C convertible preferred shares once they are created.

Actual operating results of CCH in future periods and the share price of Mentor common shares at the date of conversion will determine the number of common shares issued upon conversion of the Series C convertible preferred shares, in whole or in part.  The conversion formula will be evaluated in subsequent periods to determine if actual CCH operations result in a contingent asset or liability relating to the Series C convertible preferred shares.