EXHIBIT 10.1

Execution Copy

THIS SHARE PURCHASE AGREEMENT made this 18^th day of April, 2018 (the “Effective Date”).

B E T W E E N:

KEYSTONE LABS INC., a corporation existing under the laws of the Province of Alberta

(hereinafter called the “Corporation”)

OF THE FIRST PART

- and -

JODI MCDONALD, an individual resident in the City of Edmonton, in the Province of Alberta

(hereinafter called “Jodi”)

OF THE SECOND PART

- and –

DARREN MCDONALD, an individual resident in the City of Edmonton, in the Province of Alberta

(hereinafter called “Darren” and, together, with Jodi, the “Vendors”)

OF THE THIRD PART

- and -

EVIO CANADA INC., a corporation existing under the laws of the Federal laws of Canada

(hereinafter called the “Purchaser”)

OF THE FOURTH PART

WHEREAS prior to the Pre-Closing Reorganization (as hereinafter defined), Jodi owns 100 class A common voting shares in the capital of the Corporation (the “Class A Shares”), Darren owns 100 class B common non-voting shares in the capital of the Corporation (the “Class B Shares”), and Clare Rhyasen owns 2,500 Class D preferred non-voting shares in the capital of the Corporation (the “Class D Shares”), which together constitute 100% of the issued and outstanding shares in the capital of the Corporation, as more particularly set out in Exhibit “A” attached hereto;

AND WHEREAS following completion of the Pre-Closing Reorganization, Jodi owns 100 Class A Shares and Darren owns 100 Class B Shares (collectively, the “Corporation Shares”), which together constitute 100% of the issued and outstanding shares in the capital of the Corporation, as more particularly set out in Exhibit “A” attached hereto;

AND WHEREAS Jodi wishes to sell to the Purchaser, and the Purchaser wishes to purchase from Jodi, 45 Class A Shares, and Darren wishes to sell to the Purchaser, and the Purchaser wishes to purchase from Darren, 45 Class B Shares, in accordance with the terms of this Agreement (the “Sale Transaction”);

AND WHEREAS after giving effect to the Sale Transaction, the Pre-Closing Reorganization and the Purchaser Subscription (as hereinafter defined), the Purchaser will own 50% of the issued and outstanding shares in the capital of the Corporation and the Vendors will collectively own 50% of the issued and outstanding shares in the capital of the Corporation;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained, and other good and valuable consideration, receipt whereof is by them acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1 INTERPRETATION

1.01 As used in this Agreement or any amendment or supplement hereof, the following words and phrases have the following meanings, respectively:

“Accounts Receivable” means all accounts receivable, notes receivable and other debts due or accruing due to the Corporation;

“Affiliate” has the meaning ascribed to that term in the Business Corporations Act (Alberta), as amended;

“Agreement” means this Share Purchase Agreement among the parties hereto as the same may be amended from time to time in accordance with the terms hereof;

“Ancillary Agreements” means, collectively, all agreements, certificates and other instruments delivered or given pursuant to or in connection with this Agreement and “Ancillary Agreement” has the corresponding meaning;

“ASPE” means accounting standards for private enterprises from time to time approved by the Chartered Professional Accountants of Canada, or any successor organization, applicable as of the date on which such calculation is made or required to be made in accordance with such standards;

“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgement, writ, injunction, award, determination, direction, decree, variance, permission, to or from, or filings, notices, or recordings to or with or by rule or regulation of any Governmental Authority having jurisdiction over such Person;

“Benefit Plans” means all employee benefit plans relating to the employees of the Corporation, including profit sharing, deferred compensation, stock option, employee stock purchase, bonus, retirement, health or insurance plans (oral or written) which are disclosed as benefit plans on the Disclosure Schedule;

“Business” means the business carried on by the Corporation as at the Effective Date, consisting of analytical and microbiological testing services for pharmaceutical, biotechnology, medical device, nutraceutical, medical cannabis and related industries, but excludes production, processing and packaging services;

“Business Day” means any day other than a Saturday, Sunday or any other day on which the banking institutions located in Toronto, Ontario or Edmonton, Alberta are authorized or obliged by Law to close;

“Claim” means, in respect of any Person, any claim of any nature whatsoever against such Person, including any demand, liability, obligation, debt, cause of action, suit, proceeding, judgement, award, assessment or reassessment;

“Clare Loan” means the loan in the amount of $174,000 owing by the Corporation to Clare Rhyasen;

“Clare Loan Note” means the promissory note bearing interest at a rate of 8% per annum to be issued by the Corporation to Clare Rhyasen on the Closing Date in respect of the Clare Loan, which promissory note will provide for the repayment of the Clare Loan in five annual lump sum installments of $34,800;

“Closing Date” means May 1, 2018 or such other date that the parties may mutually agree to in writing;

“Consents” means the consents of contracting parties to any Contract to the transactions contemplated in this Agreement and the Ancillary Agreements (as required pursuant to the terms of such Contract or in connection with the Pre-Closing Reorganization), and “Consent” means any one of such Consents;

“Contracts” (individually, a “Contract”) means all written or oral outstanding contracts and agreements (including quotations, orders and rebates), work in progress, leases, third-party licences, insurance policies, deeds, indentures, instruments, entitlements, commitments, undertakings and orders made by or to which an entity is a party or by which an entity is bound or under which an entity has, or will have, any rights or obligations;

“Corporation Financial Statements” means the financial statements of the Corporation for the year ended July 31, 2017 together with the nine-month interim period ended March 31, 2018, prepared in accordance with ASPE as attached hereto in Schedule 1.01(a);

“Credit Agreement” means a credit agreement to be entered into among EVIO and the Company providing for the borrowing by the Company from EVIO, from time to time, of up to $1,000,000, substantially in the form attached as Exhibit “F” to the Corporation;

“Disclosure Schedule” means the disclosure schedule attached hereto as Schedule “A” providing full disclosure of all matters required to be disclosed by the Vendors to the Purchaser under this Agreement with respect to each of the Vendors, the Corporation and the Business;

“Doubtful Account” means an account that, based upon the ordinary course of the Business consistent with past practices, is unlikely to be collectible;

“Employees” means all persons employed by the Corporation as set forth in Schedule 4.29 attached hereto; “Employee” has a corresponding meaning;

“Environment” means the ambient air, all layers of the atmosphere, surface water, underground water, all land, all living organisms and the interacting natural systems that include components of air, land, water, organic and inorganic matter and living organisms, and includes indoor spaces;

“Environmental Laws” means means all Laws, and any policies or guidelines of any Governmental Authorities, and any requirements or obligations arising under the common law, relating to the Environment, the transportation of Hazardous Substances, or occupational health and safety;

“EVIO” means EVIO, Inc., a corporation incorporated under the laws of the State of Colorado;

“Governmental Authorities” or “Governmental Authority” means any government, regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of any nation, or province or state or other subdivision thereof or any municipality, district or subdivision thereof;

“Hazardous Substances” means any substance or material which is flammable, toxic, hazardous, or corrosive, or which might be detrimental to human, animal or plant life or to the Environment, including any pollutant, contaminant, toxic or hazardous waste, or any other substance the manufacture, use, storage, removal, transfer, handling or ownership of which is regulated by Environmental Laws;

“Interim Period” means the period from and including the date hereof to and including the Closing Date; “Jodi Loan” means the shareholder loan in the amount of $35,000 owing by the Corporation to Jodi;

“Laws” means all applicable laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgements or other requirements of any Governmental Authorities;

“Leased Real Properties” means any immovable property, lands, buildings and premises used in connection with the Business which are leased, subleased or with respect to which a right to use or occupy has been granted to the Corporation, a complete list of which is attached as Schedule 4.26;

“Leases” means the current lease for each of the Leased Real Properties;

“Letter of Intent” means the non-binding letter of intent between EVIO and the Corporation dated February 20, 2018 setting forth the principal terms of the transactions contemplated by this Agreement;

“Liens” means liens, charges, mortgages, pledges, security interests, Claims, defects of title, restrictions and any other rights of third parties relating to any property, including rights of set-off, and other encumbrances of any kind and “Lien” means any of the foregoing;

“Material Contract” means:

“Note” means the promissory note in the principal amount of $250,000 to be issued by the Corporation pursuant to the Pre-Closing Reorganization;

“Permitted Liens” means (i) Liens for taxes, assessments or similar charges not yet due and payable; (ii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens securing obligations incurred in the ordinary course of business that are not yet due and payable; (iii) Liens that are not material in amount and that do not adversely affect the use of the property subject thereto; (iv) Liens that secure the payment of the purchase price of or repayment of indebtedness for property acquired in the ordinary course of business for which the sole recourse of the vendor or the lender is against such property; (v) Liens in favour of the Purchaser; and (vi) those Liens described in Schedule 1.01(b) attached hereto;

“Person” means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and a natural person in such person’s capacity as trustee, executor, administrator or other legal representative;

“Pre-Closing Reorganization” means the reorganization of the share capital of the Corporation pursuant to which, immediately prior to the closing of the Sale Transaction, the Corporation shall repurchase the 2,500 Class D Shares held by Clare Rhyasen for cancellation in exchange for the Note, and Clare Rhyasen shall cease to be a shareholder of the Corporation and shall resign as a director of the Corporation;

“Pre-Closing Tax Period” means a taxation year or other fiscal period that ends on or before the Closing Date;

“Purchased Shares” means 45 Class A Shares and 45 Class B Shares, together representing 45% of the issued and outstanding shares in the capital of the Corporation, as set out in Exhibit “A”;

“Purchaser’s Subscription” means the subscription by the Purchaser of 10 Class B Shares and 10 Class A Shares for an aggregate purchase price of $460,000;

“Purchaser Subscription Agreement” means a duly executed subscription agreement between the Purchaser and the Corporation in respect of the Purchaser’s Subscription, substantially in the form attached hereto as Exhibit “G”;

“Related Party” means, for the purposes of this Agreement, (i) the Vendors, (ii) any current or former officer, director, employee, associate or Affiliate of the Corporation; (iii) any Person not dealing with the Corporation at arm’s length; and (iv) any relative or any entity that is an associate or Affiliate of any of the foregoing;

“Related Party Debt” means all indebtedness and payment obligations of any kind (whether for money borrowed, guarantees, intercompany indebtedness, extension of credit or otherwise) of the Corporation owing to or for the benefit of any Related Party together with any related obligations including, without limitation, the Jodi Loan and any Liens;

“Shareholder Loans” mean, collectively the Jodi Loan and the Clare Loan;

“Tax” and “Taxes” means all Canadian and foreign federal, provincial, state, municipal, territorial or other taxes, imposts, levies, premiums, withholdings, assessments and government fees, charges or dues of any kind whatsoever, including, without limitation, all income, capital gains, sales, excise, use, property, capital, goods and services, harmonized sales, business transfer and value added taxes, and all customs and import duties, together with all interest, fines and penalties with respect thereto;

“Tax Act” means the Income Tax Act (Canada), as amended;

“Tax Returns” means all reports, elections, declarations, information slips, returns and other documents filed or required to be filed in respect of Taxes or in respect of or pursuant to any Canadian or foreign federal, provincial, state, municipal, territorial or other taxing statute;

“Vendors’ Subscription” means the subscription by the Vendors of an aggregate of 1,625,000 common shares in the capital of EVIO for an aggregate purchase price of $1,950,000; and

“Vendor’s Subscription Agreement” means a duly executed subscription agreement between each Vendor and EVIO in respect of the Vendors’ Subscription, substantially in the form attached hereto as Exhibit “H”.

1.02 The Exhibits and Schedules to this Agreement are incorporated herein by this reference and are deemed to be a part hereof.

1.03 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

1.04 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.

1.05 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and dollar amounts referred to in this Agreement shall be in Canadian funds.

1.06 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require.

1.07 This Agreement and the Ancillary Agreements and the terms hereof and thereof shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and shall supersede any all prior negotiations and understandings including, but not limited to, the Letter of Intent. This Agreement shall not be amended, altered or qualified except by a memorandum in writing signed by all of the parties hereto and any amendments, alterations or qualifications hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid.

1.08 If any provision of this Agreement shall be determined by an arbitrator or any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided that the severed provision is not so material to impair the intent and purpose of this Agreement.

1.09 All accounting terms not specifically defined herein shall be construed in accordance with ASPE and all determinations of an accounting nature in respect of the Business required to be made herein shall be made in a manner consistent with ASPE and on a basis consistent with the Corporation Financial Statements.

1.10 For the purpose of this Agreement: (A) an individual will be deemed to have “knowledge” of a particular fact or other matter if: (i) such individual is actually aware of such fact or other matter; or (ii) a reasonably prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting due investigation concerning the existence of such fact or other matter; and (B) a corporation will be deemed to have “knowledge” of a particular fact or other matter if any individual who is serving as a director, officer or senior employee of such corporation has, or at any time had, actual or constructive knowledge of such fact or other matter.

1.11 The following are the Schedules to this Agreement:

1.12 The following are Exhibits to this Agreement:

ARTICLE 2 PURCHASE AND SALE

2.01 Subject to the terms and conditions hereof, the Vendors hereby agree to sell, assign and transfer to the Purchaser and the Purchaser hereby agrees to purchase from the Vendors the Purchased Shares.

ARTICLE 3 PURCHASE PRICE

3.01 The aggregate purchase price for the Purchased Shares shall be the amount of $2,035,000 as allocated in Exhibit “A” (the “Purchase Price”).

3.02 The Purchase Price shall be payable by or on behalf of the Purchaser by delivery to the Vendors (or as they may otherwise direct) by the Purchaser of one or more certified cheques, bank drafts or wire transfers in the aggregate amount of $2,035,000 (the “Closing Date Cash Payment”) as allocated between the Vendors as set out in Exhibit “A”;

3.03 On the Closing Date, against delivery by the Vendors of certificates evidencing the Purchased Shares duly endorsed for transfer and/or accompanied by instruments of transfer in the manner contemplated by this Agreement, and upon satisfaction of all other terms and conditions to be satisfied by the Vendors hereunder, the Purchaser shall make the payment set out in Section 3.01.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

The Vendors, jointly and severally, represent and warrant to the Purchaser that all of the statements set out in this Article 4 are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and acknowledge that the Purchaser is relying on such representations and warranties in entering into this Agreement and the Ancillary Agreements to which it is a party and completing the transactions contemplated herein.

4.01 Organization and Authority. The execution and delivery of this Agreement by the Corporation and each Ancillary Agreement to which the Corporation is a party, the performance by the Corporation of its obligations hereunder and thereunder and the consummation by the Corporation of the transactions contemplated herein and therein have been duly and validly authorized by all necessary corporate or other action on the part of the Corporation and no other corporate or other proceeding on the part of the Corporation is necessary to authorize this Agreement or the Ancillary Agreements to which the Corporation is a party or the performance by the Corporation of its obligations hereunder or thereunder or to consummate the transactions contemplated herein or therein. This Agreement and each of the Ancillary Agreements to which the Corporation is a party have been duly and validly executed and delivered by the Corporation, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each Ancillary Agreement to which the Corporation is a party constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject only to any limitation under applicable Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

4.02 No Conflict. The execution and delivery by the Corporation of this Agreement and each Ancillary Agreement to which it is a party and the performance by the Corporation of its obligations hereunder and thereunder and the completion of the transactions contemplated by this Agreement and the Ancillary Agreements do not and will not:

4.03 Restrictive Documents. As at the Effective Date, the Corporation is not subject to, or a party to, any charter or by-law restriction, Law, Claim, shareholders agreement, voting trust, contract, instrument, indenture, mortgage, lease, agreement, obligation, statute, regulation, order, judgment, decree, licence, or permit which would be violated, contravened, breached by, or under which default would occur, or any Lien or any other restriction of any kind or character which would prevent the consummation of the transactions contemplated by this Agreement or compliance with the terms, conditions and provisions of this Agreement or the continued operation of the Business after the date hereof on substantially the same basis as heretofore operated, or which would restrict the ability of the Purchaser to acquire any of the Purchased Shares. As at the Effective Date, there are no shareholders agreements, voting trust agreements, share pledge agreements or any similar agreements in effect in respect of the Corporation.

4.04 Title to Securities. The Corporation Shares will, on the Closing Date, constitute, collectively, all of the outstanding securities of the Corporation and will be owned by the Vendors with good, valid and marketable title thereto, free and clear of all Liens.

4.05 Incorporation and Registration. The Corporation is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted. Neither the nature of the Corporation’s business nor the character of the property owned or leased by the Corporation requires it to be registered, licensed or otherwise qualified as extra-provincial or foreign corporations in any jurisdiction other than in the Province of Alberta where it is duly registered, licensed or otherwise qualified for such purpose.

4.06 Authorized and Issued Capital. The authorized capital of the Corporation consists of an unlimited number of special shares, an unlimited number of Class A Shares, an unlimited number of Class B Shares, an unlimited number of Class C common non-voting shares and an unlimited number of Class D Shares. The issued and outstanding capital of the Corporation will, as of the Closing Date, consist solely of those shares as set forth in subsection (B) of Exhibit “A” attached hereto. All of the Corporation Shares have been duly issued and are outstanding as fully paid and non-assessable shares in the capital of the Corporation, and the holders thereof are the sole registered and beneficial holders of the Corporation Shares in their respective share ownership as set forth in subsection (B) of Exhibit “A” attached hereto. Other than as contemplated herein, no Person has any right to require the Corporation to issue any shares in its share capital or any security convertible into or exercisable or exchangeable for shares in its share. Other than as contemplated in the shareholders agreement set forth in Exhibit “C” attached hereto, no Person has or will have any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right, privilege or entitlement (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement for (i) the purchase from the holders of any Corporation Shares or the Corporation of any shares in its capital, or for the purchase, subscription, allotment or issuance of any unissued securities in the capital of the Corporation or (ii) the purchase or other acquisition from the Corporation of any of its undertaking, property or assets. Other than the Vendors, no Person has any right to participate in the proceeds from the sale of the Purchased Shares.

4.07 Title to the Assets. The Corporation is the sole beneficial and (where its interests are registrable) the sole registered owner of all of its assets and interests in assets, real and personal, with good and valid title, free and clear of all Liens, other than the Permitted Liens as set forth in Schedule 1.01(b). In particular, without limiting the generality of the foregoing, there has been no assignment, subletting or granting of any licence (of occupation or otherwise) of or in respect of the Corporation’s assets or any granting of any agreement or right capable of becoming an agreement or option for the purchase of any of such assets other than pursuant to the provisions of, or as disclosed in, this Agreement. The Corporation owns, leases or has the legal right to use all of its properties and assets, including the Material Contracts, used or currently intended to be used by the Corporation in the conduct of its Business, and such properties, assets and rights constitute all the properties, assets and rights as are necessary to conduct the Business as conducted, or currently intended to be conducted, by the Corporation. The Business is the only business operation carried on by the Corporation. The properties and assets of the Corporation have been maintained in accordance with good business practice are in good condition, repair and (where applicable) proper working order, having regard to their use and age, and such assets have been properly and regularly maintained. All of the assets of the Corporation are insured against loss or damage by all usual insurable hazards and risks for the full insurable value thereof and such insurance coverage will be continued in full force and effect to and including the Closing Date.

4.08 Subsidiaries. The Corporation does not own, or have any interest in, any securities of any other Person nor is the Corporation a party to any agreements of any nature to acquire any securities of any other Person or to acquire or lease any other business operations not forming part of the Business.

4.09 Regulatory Approvals. No Authorization is required on the part of the Corporation in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is a party or the performance of the Corporation’s obligations under this Agreement or any Ancillary Agreement to which it is a party and there is no requirement for the Corporation to make any filing with or give any notice to any Governmental Authority as a condition to the lawful completion of the transactions contemplated by this Agreement and the Ancillary Agreements.

4.10 Consents. Other than as set forth in Schedule 4.10, there is no requirement to obtain any Consent, approval or waiver of any party under any Contract to which the Corporation is a party to complete any of the transactions contemplated by this Agreement and the Ancillary Agreements or the Pre-Closing Reorganization including, without limitation, in respect of the change of control of the Corporation.

4.11 Financial Statements. The Corporation Financial Statements, a copy of which is attached hereto in Schedule 1.01(a):

4.12 Absence of Undisclosed Liabilities. Other than the Note, since March 31, 2018, the Corporation has not incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise), which continue to be outstanding, except which have been incurred in the ordinary course of business consistent with past practice or which are not individually or in the aggregate materially adverse to the Business, or the results of operations, assets, financial condition or manner of conducting business.

4.13 Absence of Changes. Since March 31, 2018, there has not been:

4.14 Absence of Unusual Transactions. Since March 31, 2018, and other than the transactions contemplated by the Pre-Closing Reorganization, the Corporation has not:

4.15 Non-Arm’s Length Transactions. Other than the Note and the Shareholders Loans, the Corporation does not have any Related Party Debt or any liability, obligation or commitment, actual or contingent, in respect of any Related Party Debt to be repaid, forgiven or otherwise extinguished.

4.16 Accounts Receivable. All Accounts Receivable are bona fide and good and, subject to any allowance for Doubtful Accounts that have been reflected in the books and records and determined in accordance with ASPE, collectible without set-off or counterclaim. All Accounts Receivable that have been collected since July 31, 2017 have been collected in the ordinary course of business consistent with past practice.

4.17 Tax Matters.

(a) The Corporation is not a non-resident of Canada for the purposes of the Tax Act.

(b) The Corporation has charged, collected and remitted on a timely basis all Taxes as required under Law on any sale, supply or delivery whatsoever, made by it. The Corporation has not received a refund to which it is not entitled.

(c) All input tax credits or refunds claimed by the Corporation pursuant to the Excise Tax Act (Canada) and any comparable Law of any province or territory in Canada, have been proper, correctly calculated and documented as required by Law.

(d) The Corporation has paid all Taxes which are due and payable within the time required by Law, and has paid all assessments and reassessments it has received in respect of Taxes. Adequate provision has been made in the Corporation Financial Statements for all Taxes for the periods covered by such Corporation Financial Statements. Since the date of such Corporation Financial Statements, the Corporation has no liability for Taxes other than those arising in the ordinary course of business. The Corporation has withheld and collected all amounts required by Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Authority within the time prescribed under any Law.

(e) The Corporation has filed or caused to be filed with the appropriate Governmental Authority, within the times and in the manner prescribed by Law, all Tax Returns which are required to be filed by or with respect to it. The information contained in such Tax Returns is correct and complete and such Tax Returns reflect accurately all liability for Taxes of the Corporation for the periods covered thereby.

(f) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return, by or any payment of Taxes, by the Corporation.

(g) There are no written claims, actions suits, audits, proceedings, investigations or other actions pending or threatened against the Corporation in respect of Taxes, and, to the knowledge the Vendors, there is no reason to expect that any such claim, action, suit, audit, proceeding, investigation or other action may be asserted against the Corporation by any Governmental Authority. The Corporation is not negotiating any final or draft assessment or reassessment in respect of Taxes with any Governmental Authority and the Corporation has not received any written indication from any Governmental Authority that an assessment or reassessment is proposed or may be proposed in respect of any Taxes for any period ending on or prior to the Closing Date.

(h) No claim has ever been made by a Governmental Authority in respect of Taxes in a jurisdiction where the Corporation does not file Tax Returns that the Corporation is or may be subject to Tax by that jurisdiction.

(i) The Corporation is not bound by any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or similar agreement relating to Taxes with any Governmental Authority).

(j) There are no circumstances which could result in the application to the Corporation of sections 17, 78, 80, 80.01, 80.02, 80.03, 80.04 of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

(k) The Corporation has not acquired property from a Person not dealing at arm’s length (for purposes of the Tax Act) with it in circumstances that would result in the Corporation becoming liable to pay Taxes of such Person under subsection 160(1) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

(l) The Corporation has not acquired property or services from, or disposed of property or services to, a person with which it does not deal at arm’s length (within the meaning of the Tax Act) for an amount that is other than the fair market value of such property or services. The Corporation has complied with all applicable transfer pricing provisions under Law including any requirements to have obtained contemporaneous documentation.

(m) The Corporation has not made an “excessive eligible dividend designation” as defined in subsection 89(1) of the Tax Act in respect of any dividend paid, or deemed by any provision of the Tax Act to have been paid on any class of shares of its capital.

(n) The Corporation has not made or filed any election under section 83 or section 85 of the Tax Act or any equivalent provincial provision. The Corporation shall not file any such election before the Closing Date.

(o) The Corporation is a Canadian-controlled private corporation (as defined in the Tax Act) and has been one since its formation.

(p) The Corporation is properly registered and licensed for the purposes of paying, collecting or remitting all applicable Taxes under the appropriate tax legislation relating to its Business.

4.18 No Joint Venture Interests, etc. The Corporation is not a partner, beneficiary, trustee, co-tenant, joint venturer or otherwise a participant in any partnership, trust, joint venture, co-tenancy or other similar jointly owned business undertaking and the Corporation does not have any other investment interest in any business owned or controlled by any third party.

4.19 Absence of Guarantees. The Corporation has not given or agreed to give, nor is it party to or bound by any guarantee or indemnity in respect of indebtedness or other obligations, of any Person, or any other commitment by which the Corporation is, or is contingently, responsible for such indebtedness or other obligations.

4.20 Location of the Assets. All of the assets of the Corporation are located at the Leased Real Properties.

4.21 Inventory. All Inventory is unexpired and in good and merchantable condition. Schedule 4.21 sets forth a list of all Inventory.

4.22 Legal Matters.

(a) Litigation. There is no court, administrative, regulatory or similar proceeding; arbitration or other dispute settlement procedure; investigation or inquiry by any Governmental Authority; or any similar matter or proceeding (collectively, the “Proceedings”) against or involving the Corporation (whether in progress or, to the knowledge of the Vendors, threatened). No event has occurred which might give rise to any Proceedings and there is no judgment, decree, injunction, rule, award or order of any court, government department, board, commission, agency, arbitrator or similar body outstanding against the Corporation. No complaint, grievance, Claim or investigation has been filed, made or commenced against the Corporation. The Corporation is not the plaintiff or complainant in any Proceeding. There are no Proceedings pending or, to the knowledge of the Vendors, threatened against or affecting or involving the Vendors that may prohibit, restrict or delay the completion by either of the Vendors of the transactions contemplated by this Agreement. There is no settlement agreement, judgment, injunction, order or decree binding upon the Corporation which has or would have the effect of prohibiting or materially impairing any current business practice of the Corporation, any acquisition of property by the Corporation or the overall conduct of the Business as currently conducted by the Corporation. The Corporation has not entered into any agreement under which the Corporation is restricted from selling, licensing or otherwise distributing any of its products to any class of customers, in any geographic area, during any period of time or in any market or market segment.

(b) Compliance with Laws. There is no outstanding or, to the best of the knowledge of the Vendors, threatened, order, writ, injunction, or decree of any court, Governmental Authority, or arbitration tribunal against the Corporation affecting, involving, or relating to the Business or the properties and assets of the Corporation. The Corporation is not in violation of any applicable Law affecting, involving, or relating to the Business or its properties and assets except where non-compliance has no material adverse effect upon the financial condition, operation, or prospects of the Business and the Corporation has not received any notices of any allegation of any such violation.

(c) Adequacy of Authorizations. To its knowledge the Corporation owns, holds, possesses or lawfully uses in the operation of its Business all Authorizations that are required for the conduct of its Business as presently conducted or currently intended to be conducted or for the ownership and use of the Corporation’s properties and assets in compliance, in all material respects, with all Laws applicable thereto. The Corporation is in compliance with all terms and conditions of any such required Authorizations. All of the Authorizations are valid, subsisting and in good standing and in full force and effect, and to the knowledge of the Vendors, no suspension or cancellation of any of them is being threatened, nor will any of the Authorizations be affected by the consummation of the transactions described in this Agreement. The Corporation is in compliance with all other applicable material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations contained in those Laws or contained in any Law, regulation, code, plan, order, decree, judgment, issued, entered, promulgated, or approved thereunder relating to or affecting the Business.

4.23 Restrictive Covenants. The Corporation is not a party to, or bound or affected by any, commitment, agreement or document containing any covenant expressly limiting the freedom of the Corporation to compete in any line of business, transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or conditions of the Corporation or the continued operation of the Business after the Closing Date on substantially the same basis as its business is presently carried on.

4.24 Intellectual Property. Schedule 4.24 sets forth a true and complete list of all: (i) patents, patent applications, copyrights, registered and unregistered trade-marks, trade-mark applications, trade-names, logos, commercial symbols, inventions, licences, trade secrets, patterns, drawings, computer software, formulae, technical information, research data, concepts, methods, procedures, designs, know-how, and all other intellectual property owned by, licensed to or used by the Corporation (collectively, the “Intellectual Property”); and (ii) material licenses with respect to the Intellectual Property (“Licenses”). The Intellectual Property set forth in Schedule 4.24 comprises all intellectual property required for the proper carrying on of the Business. The Corporation has delivered or made available to the Purchaser, prior to the date of this Agreement, correct and complete copies of all of the Licenses. The Intellectual Property which is not owned by the Corporation is being used by the Corporation only with the consent of or license from the rightful owner thereof and all such licenses are in full force and effect. The Intellectual Property owned by the Corporation is in full force and effect and has not been used or enforced or failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intellectual Property. The Corporation is not party to any contract or commitment to pay any royalty, license or other fee with respect to the use of Intellectual Property. To the knowledge of the Vendors: (i) the conduct of the Business does not involve any infringement, misuse or misappropriation of any intellectual property rights of third parties; (ii) no infringement, misuse or misappropriation of the Intellectual Property owned by the Corporation has occurred; and (iii) there are no known material problems or defects in any software used in connection with the Business.

4.25 Real Property. The Corporation is not the owner of any real property nor has it ever owned any real property, nor has it entered into any agreement to acquire real property.

4.26 Real Property Lease. The Leased Real Properties as set forth in Schedule 4.26 attached hereto constitute all of the real and immovable property interests held for use, or used, by the Corporations. Each of the Leases is in good standing, creates a good and valid leasehold estate in the Leased Real Properties thereby demised and is in full force and effect as of the Closing Date. None of the Leases violate, contravene or breach, and each Lease is used in compliance with, any and all Laws and all permits applicable thereto. Save and except as disclosed in Schedule 4.26, there are no written or oral agreements, leases, undertakings, subleases, licenses, concessions, occupancy agreements or other Contracts granting to any other Person the right of use or occupancy of any of the Leased Real Properties (or any portion thereof), and there is no other Person in possession of all or any portion of the Leased Real Properties. Complete and accurate copies of the Leases, including all amendments, modifications, notices or memoranda of lease, all estoppel certificates or subordinations, non-disturbance and attornment agreements and other documents related thereto, as of the date hereof, have been delivered to the Purchaser. All rental and other payments required to be paid or made by the Corporation pursuant to the Leases have been duly paid or made to date, and the Corporation is not in default in meeting its obligations under any of the Leases. There exists no event of default or event, occurrence, condition or act (including the transactions contemplated by this Agreement) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under any Lease. None of the lessors under any of the Leases is in default in meeting any of its obligations under any of the Leases.

4.27 Material Contracts. Schedule 4.27 sets forth a list of the Material Contracts. Complete and accurate copies of the Material Contracts have been delivered to the Purchaser, and:

4.28 Other Contracts. With respect to any Contracts that are not Material Contracts, the Corporation has not violated or breached any of the terms or conditions of any such Contract and, to the knowledge of the Vendors, all of the covenants to be performed by any other party to such Contracts have been fully performed, except where such violation or breach or failure to fully perform any such covenant could not reasonably be expected to have a material adverse effect on the business practices, operations or financial condition of the Corporation or the continued operation of the Corporation and its Affiliates on or after the Closing Date as currently conducted.

4.29 Employee and Independent Contractor Matters. Schedule 4.29 sets forth a list of all Employees and independent contractors of the Corporation, together with the titles and material terms of employment or engagement, as applicable, including, wages, bonuses paid or payable (whether monetary or otherwise), benefits and the date upon which each such Employee or independent contractor was first hired or engaged, as applicable, by the Corporation. Save and except for the Employees, the Corporation has no other employees. Save and except as provided in Schedule 4.29, there exists no written or oral service, bonus, benefit, pension, profit sharing, medical benefits, group insurance, disability, commission, retirement, consulting or accumulated time off plans or arrangements with respect to any Employees. For greater clarity:

4.30 Collective Agreements. The Corporation has not made any agreements with any labour union or employee association relating to the Business or made commitments to or conducted negotiations with any labour union or employee association with respect to any future agreements relating to the Business and neither Vendor is aware of any current attempts to organize or establish any labour union or employee association relating to the Business. There is not now pending nor threatened any labour dispute, strike or work stoppage which affects or which may affect the Business. There is not now pending nor threatened any Claim, charge, grievance or complaint against the Corporation in connection with the Business by any Employee or former employee. Neither the Corporation nor any union is party to any claims or proceedings under applicable labour legislation in connection with the Business. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any Employees and to the knowledge of the Vendors there are no threatened or pending union organizing activities involving any Employee.

4.31 Benefit Plans. Each of the Benefit Plans has been established, maintained, funded, invested and administered in compliance in all material respects with its terms and with applicable Laws. All required contributions and/or premiums to be made under the Benefit Plans have been fully paid to the date hereof in a timely fashion in accordance with the terms of the Benefit Plans and applicable Laws, and no Taxes, penalties or fees are owing or eligible under any Benefit Plan, and there are no liabilities or contingent liabilities in respect of any pension, benefit or compensation plan that has been discontinued. The Vendors have provided the Purchaser with true, correct and complete copies of the Benefit Plans and all relevant documentation related thereto. No Benefit Plan is subject to any pending investigation, examination or other proceeding, action or Claim initiated by any Governmental Authority, or by any other party (other than routine Claims for benefits). No insurance policy or any other agreement affecting any Benefit Plan requires or permits a retroactive increase in contributions, premiums or other payments due thereunder. None of the Benefit Plans provide benefits to retired employees or to the beneficiaries or dependents of retired employees. The Corporation has never maintained, sponsored or contributed to a defined benefit pension plan for the benefit of the Employees or former employees. No Benefit Plan exists that could result in (i) the payment to any Employee of any money, benefits or other property; (ii) accelerated or increased funding requirements for any Benefit Plan; or (iii) the acceleration or provision of any other increase rights or benefits to any Employee, as a result of the transactions contemplated by this Agreement.

4.32 Insurance. Schedule 4.32 contains a complete and accurate list of all insurance policies currently maintained by or for the Corporation, as well as all self-insurance arrangements (including reserves established thereunder) and includes details of the coverage and deductibles under each such policy or arrangement. The Corporation maintains such policies of insurance, issued by responsible insurers, as are appropriate to its operations, property and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets. All such policies of insurance are in full force and effect and the Corporation is not in default, as to the payment of premiums or otherwise, under the terms of any such policy and the Corporation has not failed to give any notice or to present any claim under any insurance policy in a due and timely fashion. Complete and accurate copies of all insurance coverage policies have been delivered or made available to the Purchaser as of the Closing Date.

4.33 Minute Books. The corporate records and minute books of the Corporation (including any amalgamated predecessor corporations) contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation held since the incorporation of the Corporation, all decisions of the directors and shareholders of the Corporation made since the last directors’ and shareholders’ meeting, respectively, have been ratified by the directors and shareholders, and the share certificate book, register of shareholders, register of transfers and register of directors of the Corporation are complete and accurate. Such corporate records and minute books are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable Laws and with the constating documents of the Corporation. Such corporate records and minute books have been made available to the Purchaser prior to the date hereof.

4.34 Bankruptcy. No bankruptcy, insolvency or receivership proceedings have been instituted or are pending against the Corporation, nor has the Corporation made a voluntary assignment in bankruptcy or a proposal to creditors. The Corporation is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or under any applicable bankruptcy legislation.

4.35 Books and Records. The books of account and financial records of the Corporation reflect all transactions of the Corporation and have been kept in accordance with ASPE and procedures on a basis consistent with those of preceding accounting periods and have been fully, properly and accurately kept and completed in all material respects.

4.36 Indebtedness. Other than as set out in Schedule 4.36, the Corporation has no debt, including, without limitation, any shareholder loans, bank debt, credit card debt, bank account overdrafts, capital leases or lien notes due and payable as of the date hereof.

4.37 Environmental Matters. All operations of the Corporations conducted on the Leased Real Properties and each Leased Real Property itself while occupied by a Corporation have been and are now, in compliance with all Environmental Laws. Save and except as set forth in Schedule 4.37, the Vendor has no knowledge of any Hazardous Substances in, on or under the Leased Real Properties. None of the Corporations has been required by any Governmental Authority to: (i) alter any of the Leased Real Properties in order to be in compliance with Environmental Laws; or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about or in connection with any Leased Real Property.

4.38 Full Disclosure. None of the foregoing representations, warranties and statements of fact contains any untrue statement of material fact or omits to state any material fact necessary to make any such statement, warranty or representation not misleading to a prospective purchaser of the Purchased Shares seeking full disclosure of all material information as to the Corporation and the Business and the corporation’s assets and properties. As a condition of closing, all of the representations, warranties, and agreements of each of the Vendors contained in this Article 4 shall be true and correct and in full force and effect on and as of the Closing Date.

ARTICLE 5 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS

The Vendors, jointly and severally, represent and warrant to the Purchaser that all of the statements set out in this Article are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and acknowledge that the Purchaser is relying on such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated hereby.

5.01 Organization and Authority.

(a) Jodi has full legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which she is a party, and to perform her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which Jodi is a party has been duly and validly executed and delivered by her and this Agreement and each Ancillary Agreement to which she is a party (assuming due authorization, execution and delivery by the other parties hereto and thereto) constitutes a legal, valid and binding obligation of Jodi, enforceable against her in accordance with its terms. The failure of any spouse of Jodi’s to be a party or signatory to any Ancillary Agreement shall not: (i) prevent Jodi from performing her obligations and from consummating the transactions contemplated thereunder; or (ii) prevent any Ancillary Agreement to which she is a party from constituting a legal, valid and binding obligation of Jodi enforceable against her in accordance with its terms.

(b) Darren has full legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which he is a party, and to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which Darren is a party has been duly and validly executed and delivered by him and this Agreement and each Ancillary Agreement to which he is a party (assuming due authorization, execution and delivery by the other parties hereto and thereto) constitutes a legal, valid and binding obligation of Darren, enforceable against him in accordance with its terms. The failure of any spouse of Darren’s to be a party or signatory to any Ancillary Agreement shall not: (i) prevent Darren from performing his obligations and from consummating the transactions contemplated thereunder; or (ii) prevent any Ancillary Agreement to which he is a party from constituting a legal, valid and binding obligation of Darren enforceable against him in accordance with its terms.

5.02 No Conflict. The execution and delivery by each of the Vendors of this Agreement and each Ancillary Agreement to which he or she is a party and the performance by each of the Vendors of his or her obligations hereunder and the completion of the purchase of the Purchased Shares do not and will not:

5.03 Restrictive Documents. Neither Vendor is subject to, or a party to, any charter or by-law restriction, Law, Claim, shareholders agreement, voting trust, contract, instrument, indenture, mortgage, lease, agreement, obligation, statute, regulation, order, judgment, decree, license, or permit which would be violated, contravened, breached by, or under which default would occur, or any Lien or any other restriction of any kind or character which would prevent the consummation of the transactions contemplated by this Agreement or compliance with the terms, conditions and provisions of this Agreement, or which would restrict the ability of the Purchaser to acquire any of the Purchased Shares.

5.04 Title to Securities. Each of the persons listed in the attached Exhibit “A” is the sole registered holder and beneficial owner of all the Corporation Shares set forth next to his or her name. The Purchased Shares are owned by the Vendors with good, valid and marketable title thereto, free and clear of all Liens other than the rights of the Purchaser under this Agreement. The Vendors have the exclusive right to dispose of the Purchased Shares pursuant to this Agreement and no Person has any written or oral agreement, option, warrant, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such for the purchase or acquisition of the Purchased Shares. All rights and powers to vote the Corporation Shares are held exclusively by the Vendors. The delivery of the share certificates representing the Purchased Shares to the Purchaser pursuant to the provisions hereof on the Closing Date will transfer to the Purchaser valid title to the Purchased Shares, free and clear of all Liens. The Purchased Shares are not subject to the terms of any shareholders agreement, voting trust agreement, share pledge agreement or similar agreement.

5.05 Regulatory Approvals. No Authorization is required on the part of either of the Vendors in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which either Vendor is a party or the performance of either Vendor’s obligations under this Agreement or any Ancillary Agreement to which he or it is a party and there is no requirement for either Vendor to make any filing with or give any notice to any Governmental Authority as a condition to the lawful completion of the transactions contemplated by this Agreement and the Ancillary Agreements.

5.06 Tax Matters. Neither Vendor is a non-resident of Canada for the purposes of the Tax Act.

5.07 Litigation. There is no suit, action, litigation, investigation, Claim, complaint, grievance or proceeding, including, without limitation, any appeal or application for review, in progress, or to the knowledge of the Vendors, pending or threatened against or relating to either Vendor or affecting his or her assets, at law or in equity, before any court, governmental department, commission, board, bureau, agency or arbitrator or instrumentality, domestic or foreign.

5.08 Consents. No Consent, waiver, approval, authorization, exemption, registration, license or declaration of or by or filing with or notification to any Governmental Authority is required to be made or obtained by either Vendor in connection with (i) the execution and delivery by the Vendors or enforcement against the Vendors of this Agreement or any Ancillary Agreement to which either Vendor is a party; (ii) the consummation of any transactions provided for herein; or (iii) the Pre-Closing Reorganization.

5.09 No Brokers. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of either Vendor who might be entitled to any fee or commission from the Purchaser, the Corporation or any of their respective Affiliates upon consummation of the transactions contemplated by this Agreement.

5.10 Bankruptcy. No bankruptcy, insolvency or receivership proceedings have been instituted or are pending against either Vendor, nor has either Vendor made a voluntary assignment in bankruptcy or a proposal to creditors. Neither Vendor is an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or under any applicable bankruptcy legislation.

5.11 Full Disclosure. The Vendors have fully made available to the Purchaser all of the information that the Purchaser has requested for deciding whether to complete the transactions contemplated in this Agreement and all information which the Vendors believe is reasonably necessary to enable the Purchaser to make such decision. None of the foregoing representations or statements of fact contains any untrue statement of material fact or omits to state any material fact necessary to make any such statement or representation not misleading to a prospective purchaser of the Purchased Shares seeking full information as to the business and affairs of the Vendors. As a condition of closing, all of the representations, warranties, and agreements of each of the Vendors contained in this Article 5 shall be true and correct and in full force and effect on and as of the Closing Date.

ARTICLE 6 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

The Purchaser represents and warrants to the Vendors and the Corporation that all of the statements set out in this Article are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and acknowledges that the Vendors are relying on such representations and warranties in entering into this Agreement and the Ancillary Agreements to which he or she is a party and completing the transactions contemplated herein.

6.01 Organization and Authority. The Purchaser is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated herein and therein have been duly and validly authorized by all necessary corporate or other action on the part of the Purchaser and no other corporate or other proceeding on the part of the Purchaser is necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or the performance by the Purchaser of its obligations hereunder or thereunder or to consummate the transactions contemplated herein and therein. This Agreement and each Ancillary Agreement to which the Purchaser is a party has been duly and validly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each Ancillary Agreement to which it is a party constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject only to any limitation under applicable Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

6.02 No Conflict. The execution and delivery by the Purchaser of this Agreement and each Ancillary Agreement to which it is a party and the performance by the Purchaser of its obligations hereunder and the completion of the purchase of the Purchased Shares do not and will not result in a violation of, default under or breach of (A) the Purchaser’s certificate of incorporation, constating documents, by-laws or other charter documents, including any shareholders’ agreement or any other agreement or understanding with any Person; or (B) any Laws.

6.03 Authorizations. There is no requirement for the Purchaser to make any filing with, give any notice to, or obtain any Authorization as a condition to the lawful completion of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party.

ARTICLE 7 COVENANTS OF THE VENDORS, THE PURCHASER AND THE CORPORATION

7.01 Except as expressly contemplated by this Agreement or with the prior written consent of the Purchaser, during the Interim Period, the Vendors will, and will cause the Corporation to:

7.02 The Vendors hereby covenant and agree that, at the Closing Date, they will do or cause to be done the following:

and, immediately following the receipt by the Vendors of the Closing Date Cash Payment, deliver to EVIO one or more certified cheques, bank drafts or wire transfers in the aggregate amount of $1,950,000 on account of the Vendors’ Subscription pursuant to the terms of the Vendor’s Subscription Agreement.

7.03 The Purchaser hereby covenants and agrees that on the Closing Date it will deliver to the Vendors (or as they may otherwise direct) one or more certified cheques, bank drafts or wire transfers in the aggregate amount of $2,035,000 on account of the Closing Date Cash Payment as contemplated by Section 3.02.

7.04 The Purchaser hereby covenants and agrees that immediately following the completion of the Sale Transaction it shall deliver to the Corporation one or more certified cheques, bank drafts or wire transfers in the aggregate amount of $460,000 on account of the Purchaser’s Subscription pursuant to the terms of the Purchaser Subscription Agreement and the Corporation shall contemporaneously use such funds to repay the Note and the Jodi Note.

7.05 The Corporation hereby covenants and agrees that on the Closing Date it will take all necessary steps and proceedings to facilitate the addition of one or more nominees of the Purchaser as a signatory in respect thereof.

7.06 The Purchaser hereby covenants with the Corporation to provide up to $1,000,000 by way of a loan pursuant to the terms of the Credit Agreement. The Corporation shall be entitled from time to time during the term of the Credit Agreement to make draw down requests.

ARTICLE 8 SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

8.01 The covenants, representations and warranties provided herein shall survive the closing of the purchase and sale of the Purchased Shares contemplated herein and, notwithstanding any such closing, shall continue in full force and effect, subject to the following:

Notwithstanding the limitations set out in this Section 8.01, any Claim, damage, loss, costs, liability or expense which is based on intentional misrepresentation or fraud may be brought at any time.

ARTICLE 9 CONDITIONS

9.01 Conditions to the Obligations of the Purchaser. The Purchaser shall not be obligated to complete the purchase of the Purchased Shares herein provided for unless on the Closing Date each of the following conditions shall have been satisfied:

Any of the foregoing conditions may be waived in whole or in part by the Purchaser without prejudice to its rights upon the non-performance of any other condition or conditions, as provided for in this Section 9.01, any such waiver to be binding upon the Purchaser only if the same is in writing.

9.02 Conditions to the Obligations of the Vendors. The Vendors shall not be obligated to complete the sale of the Purchased Shares herein provided for unless on the Closing Date each of the following conditions shall have been satisfied:

Any of the foregoing conditions may be waived in whole or in part by the Vendors without prejudice to their rights upon the non-performance of any other condition or conditions, as provided for in this Section 9.02, any such waiver to be binding upon the Vendors only if the same is in writing.

ARTICLE 10 INDEMNIFICATION

10.01 Indemnification in Favour of the Purchaser. The Vendors shall jointly and severally indemnify, defend and save the Purchaser and its shareholders, directors, officers, employees, agents and representatives harmless of and from any Claim or loss suffered by, imposed upon or asserted against them (whether direct or indirect) as a result of, in respect of, connected with or arising out of, under or pursuant to:

10.02 Indemnification in Favour of the Vendors. The Purchaser shall indemnify, defend and save the Vendors harmless of and from any Claim or loss suffered by, imposed upon or asserted against either Vendor as a result of, in respect of, connected with or arising out of, under or pursuant to:

10.03 Indemnification Proceedings.

10.04 Set-off. To the extent that a Vendor is an indemnifying party or has been named as an indemnifying party in an indemnity claim made pursuant to Article 10 hereof, the Purchaser shall have the right to satisfy any amount from time to time owing to it by either Vendor by (i) way of set-off against amounts owing from time to time by the Purchaser to the Vendors and (ii) by transfer of the right to be paid the amounts owing to the Corporation by such Vendor(s) to the Purchaser. The Purchaser shall provide thirty (30) days prior notice of its intention to claim set-off under this Section 10.04 and such written notice shall include all available particulars of the claim and the amounts owing to it under this Article 10.

10.05 Effect of Investigation. The representations, warranties and covenants of the Vendors, and the Purchaser’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Purchaser (including by any of its representatives) or by reason of the fact that the Purchaser or any of their respective representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the waiver by the Purchaser of any condition set forth in Section 9.01.

10.06 Characterization of Indemnification Payments. To the extent permitted pursuant to applicable Laws, all payments made by or on behalf of an indemnifying party to an indemnified party in respect of any claim to this Article 10 shall be treated as adjustments to the Purchase Price for Tax purposes.

10.07 Limitations of Indemnification Payments. The aggregate liability of the Vendors pursuant to Section 10.01 shall not exceed an amount equal to the Purchase Price paid or payable by the Purchaser hereunder, except in the case of fraud, wilful misconduct or intentional misrepresentation or any Claims or losses arising out of, with respect to or by reason of any breach of any of the representations and warranties set out in Sections 4.01 to 4.06 (inclusive), 4.17 and 5.01 to 5.10 (inclusive) for which no limit on liability shall apply.

ARTICLE 11 CLOSING ARRANGEMENTS

11.01 Subject to the satisfaction of the terms and conditions herein, the transactions contemplated by this Agreement shall be completed on the Closing Date at such place or places or in such other manner as the parties agree (the “Closing”). To the extent practicable, the Closing shall be completed through electronic transmission of documents. At Closing, the Vendors shall deliver to the Purchaser certificates representing the Purchased Shares duly endorsed in blank for transfer (or other sufficient evidence of transfer), together with reasonable evidence of the due compliance by the Vendors with all of the conditions contained in Section 9.01, the Purchaser shall pay the Closing Date Cash Payment as contemplated in this Agreement and shall deliver reasonable evidence of the due compliance by the Purchaser with all of the conditions contained in Section 9.02.

ARTICLE 12 TERMINATION

12.01 This Agreement may be terminated at any time prior to the Closing by:

Any termination of this Agreement pursuant to this Section 12.01 shall be effected by a written instrument signed by the party or parties so terminating to the other parties hereto (if any), which notice shall specify the Section hereof pursuant to which this Agreement is being terminated.

12.02 In the event of the termination of this Agreement as provided in Section 12.01, this Agreement shall be of no further force or effect without any liability to any Person in respect hereof or of the transactions contemplated hereby on the part of any party hereto, except for Sections 1.02 to 1.10 (inclusive), Article 8, Article 10, this Article 12 and Article 13, each of which shall survive the termination of this Agreement; provided, however, that if this Agreement is terminated because of a breach by the Purchaser or either Vendor of the representations, warranties, covenants, obligations or agreements of such party set forth in this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 13 GENERAL CONTRACT PROVISIONS

13.01 All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by registered mail, postage prepaid, addressed to such other party or delivered or faxed to such other party as follows:

or at such other addresses or fax numbers as may be given by any of them to the others and such notices, requests, demands, acceptances and other communications shall be deemed to have been received on the next Business Day following the day of delivery or fax; or if mailed, three (3) Business Days after the mailing thereof. In the event of a strike or other disruption of postal service all notices will be forwarded by delivery or fax.

13.02 The parties hereto shall sign such further and other papers, cause such meetings to be held, resolutions passed, by-laws enacted, exercise their votes and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof.

13.03 Each party shall be responsible for and bear all of its own costs and expenses in respect of the transactions contemplated by this Agreement. For greater certainty, the Vendors shall be responsible for and bear all of the costs and expenses, including legal fees, of the Corporation relating to the period up to and including the Closing Date including with respect to the Pre-Closing Reorganization.

13.04 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

13.05 Any tender of documents or any money hereunder shall be made upon the Vendors or the Purchaser or any solicitor acting for them and the money shall be tendered by negotiable cheque certified by a bank or by wire transfer.

13.06 The parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereunder and no party shall issue any such press release or make any such public announcement without the prior written consent of the others (which consent shall not be unreasonably withheld or delayed).

13.07 Any dispute between the parties hereto with respect to the subject matter of this Agreement a Claim shall be resolved as follows:

13.08 This Agreement and any of the documents to be delivered or furnished pursuant to this Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. Any party may deliver an executed copy of this Agreement or any of the documents to be delivered or furnished pursuant to this Agreement by facsimile or other electronic transmission.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the parties have hereunto duly executed these presents as of the date first hereinabove written.

Execution Copy

EXHIBIT “A”

Issued and Issued and Outstanding Shares of the Corporation and Allocation of Purchase Price

(A) Issued and Outstanding Shares of the Corporation Immediately Prior to the Pre-Closing Reorganization

(B) Issued and Outstanding Shares of the Corporation Immediately Following the Pre-Closing Reorganization and Allocation of Purchase Price

EXHIBIT “B”

Form of Release and Indemnity

RESIGNATION, RELEASE AND INDEMNITY

● (referred to herein as the “undersigned”):

(i) hereby resigns as an [officer, director and employee] of the Corporation effective as of the date hereof; and

(ii) in consideration for entering into the share purchase agreement (the “Purchase Agreement”) among the Corporation, the Purchaser, Jodi McDonald and Darren McDonald dated as of [●], 2018, the receipt and sufficiency of which is hereby acknowledged, and for other good and valuable consideration, hereby remises, releases and forever discharges each of the Purchaser and the Corporation of and from all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, claims and demands whatsoever (hereinafter referred to as the “Claims”) which the undersigned as a director, officer, employee or creditor of the Corporation now has or hereafter can, shall or may have for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the present time and in particular, without in any way limiting the generality of the foregoing, for or by reason of or in any way arising out of any and all claims for moneys, advances, salary, wages, bonuses, termination pay, notice of termination of employment, indemnity in lieu of notice, including claims for reinstatement, vacation pay, expenses, retirement or pension allowances, director’s fees, participation in profits or earnings or any other remuneration whether authorized or provided for by by-law, resolution, contract or otherwise, other than Claims made pursuant to the Purchase Agreement to which the Purchaser is a party.

And for the consideration set out herein the undersigned represents and warrants that the undersigned has not assigned to any person any of the Claims with respect to which the undersigned has agreed hereunder to release, remise and forever discharge and has further agreed not to initiate or take part in any proceedings in respect thereof.

And the undersigned hereby declares, covenants and agrees that the undersigned has reviewed and fully understands the terms and binding effect of this Resignation, Release and Indemnity, that the consideration set out hereunder is accepted voluntarily for the purpose of making full and final compromise, adjustment and settlement of all Claims as aforesaid; that there is no representation, warranty, collateral agreement or condition affecting this Resignation, Release and Indemnity supported hereby other than as expressed herein in writing; and that the agreements and covenants contained herein shall continue to remain in full force and effect for the benefit of each of the Released Parties thereafter.

The undersigned further covenants and agrees not to join, assist and/or act in concert in any manner whatsoever with any person in the making, and agrees not to cause or acquiesce in the making by any person of any Claim or demand in the bringing of any proceeding or action in any manner whatsoever against any of the Released Parties which the undersigned has released hereunder arising out of or in relation to matters hereinbefore remised, released and/or discharged.

The undersigned further covenants and agrees not to make any Claim or demand or commence any action against any third party who might claim contribution, indemnity or other relief over or against one or more of the Released Parties in relation to the matters hereinbefore remised, released and/or discharged.

Without in any way limiting any of the rights or remedies otherwise available to any of the Released Parties, the undersigned shall indemnify and hold harmless each of the Released Parties against and from any loss, damage, injury, harm, detriment, lost opportunity, liability, exposure, claim, demand, settlement, judgment, award, fine, penalty, tax, fee, charge or expense (including attorneys’ fees) that is directly or indirectly suffered or incurred at any time by any of the Released Parties, or to which any of the Released Parties otherwise becomes subject at any time, and that arises directly or indirectly out of or by virtue of, or relates directly or indirectly to:

The undersigned acknowledges, confirms and agrees that he had the opportunity to seek, and was not prevented nor discouraged by any addressee hereto from seeking, independent legal advice prior to the execution and delivery of this Resignation, Release and Indemnity and that, in the event the undersigned did not avail himself or herself of that opportunity prior to signing this Resignation, Release and Indemnity the undersigned did so voluntarily without any undue pressure and agrees that the undersigned’s failure to obtain independent legal advice should not be used by him as a defence to the enforcement of undersigned’s obligations set out herein.

The provisions hereof shall enure to the benefit of each of the Released Parties and each of their respective successors and permitted assigns and shall be binding upon the undersigned and his legal personal representatives, heirs, executors, administrators, successors and permitted assigns.

This Resignation, Release and Indemnity may be delivered by facsimile or other similar means of electronic reproducible transmission and if so executed and delivered shall be legal, valid and binding on the undersigned so signing as if originally signed.

IN WITNESS WHEREOF the undersigned has executed this Resignation, Release and Indemnity this● day of ●, 2018

EXHIBIT “C”

Form of Shareholders Agreement

UNANIMOUS SHAREHOLDER AGREEMENT

THIS AGREEMENT made effective as of the ● day of April, 2018 (the “Effective Date”).

BETWEEN

EVIO CANADA INC.

a company incorporated under the

federal laws of Canada

(“EVIO”)

- and -

JODI McDONALD

an individual resident in the Province of Alberta

(“Jodi”)

- and -

DARREN McDONALD

an individual resident in the Province of Alberta

(“Darren”)

- and -

KEYSTONE LABS INC.

a company incorporated under the

laws of the Province of Alberta

(the “Corporation”)

- and -

AND ALL SHAREHOLDERS WHO ARE, SUBSEQUENT TO

THE EFFECTIVE DATE, ISSUED SHARES, AND HAVE

SIGNED A COUNTERPART TO THIS AGREEMENT,

(the “Subsequent Shareholder”)

WHEREAS the Shareholders are the owners of all the issued and outstanding shares in the capital of the Corporation;

AND WHEREAS the Corporation is in the business carried on as of the Effective Date, consisting of analytical and microbiological testing services for pharmaceutical, biotechnology, medical device, nutraceutical, medical cannabis and related services, but excludes any production, processing or packaging services (the “Business”);

AND WHEREAS the parties hereto have entered into this Agreement for the purposes of, inter alia, (i) setting forth the manner in which the affairs of the Corporation shall be conducted; (ii) providing for their respective rights and obligations arising out of or in connection with the operations and affairs of the Corporation; and (iii) governing the transfer of Shares in the Corporation;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties hereto hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party hereto), the parties hereto hereby agree as follows:

ARTICLE I INTERPRETATION

ARTICLE II SHARE OWNERSHIP

ARTICLE III FINANCIAL

ARTICLE IV BOARD OF DIRECTORS AND MANAGEMENT

ARTICLE V FUNDAMENTAL CHANGES

ARTICLE VI GENERAL RESTRICTIONS ON TRANSFER OF

SHARES; MANDATED SALE

ARTICLE VII RESIGNATION, TERMINATION TOTAL DISABILITY, BANKRUPTCY,

ETC.

ARTICLE VIII DEATH OF A SHAREHOLDER OR PRINCIPAL

ARTICLE IX RIGHT OF FIRST REFUSAL

ARTICLE X SECURITY FOR PURCHASE OF SHARES

ARTICLE XI INSURANCE

ARTICLE XII CONFIDENTIALITY, NON-COMPETITION

AND NON-SOLICITATION

ARTICLE XIII ARBITRATION

ARTICLE XIV PIGGYBACK RIGHT OF MINORITY AND DRAG

ALONG OBLIGATION OF MAJORITY

ARTICLE XV GENERAL

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date and year first above written.

SCHEDULE “A”

COUNTERPART

The undersigned was issued                          Class Shares in the capital stock of Keystone Labs Inc. (the “Corporation”) on                               (the “Counterpart Execution Date”)

This document constitutes a counterpart signature page for the Unanimous Shareholder Agreement dated effective April 1, 2018 among EVIO Canada Inc., Jodi McDonald, Darren McDonald, Keystone Labs Inc. and “Those persons who have executed this Agreement or who have otherwise become bound to this Agreement,” which currently includes                                     (the “USA”)

Further to Sections 15.4 and 15.16 of the Unanimous Shareholders Agreement, the undersigned is executing a counterpart hereof for the purposes of becoming a party to the Unanimous Shareholders Agreement and acknowledges having received a copy of the Unanimous Shareholders Agreement. Upon execution and delivery of this counterpart, the undersigned shall be a Shareholder, as that term is defined in the Unanimous Shareholders Agreement, for all purposes of the Unanimous Shareholders Agreement.

Dated for reference as of the Counterpart Execution Date.

 ______________________________________________                                                                                                       

SCHEDULE “B”

SCHEDULE “C”

SCHEDULE “D”

SUMMARY OF DETERMINATION OF PAYMENTS IN RESPECT OF TRIGGERING EVENTS

EXHIBIT “D”

Form of Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the ● day of April, 2018.

BETWEEN:

KEYSTONE LABS INC., a corporation incorporated under the laws of the Province of Alberta

(the “Corporation”)

-and-

JODI MCDONALD, an individual residing in the City of Edmonton, in the Province of Alberta

(the “Executive”).

RECITALS:

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein (the receipt and sufficiency of which are acknowledged by the parties), it is hereby agreed as follows.

ARTICLE 1

COMMENCEMENT AND TERM OF EMPLOYMENT

ARTICLE 2

ASSIGNMENT

ARTICLE 3

REMUNERATION

ARTICLE 4

CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS

ARTICLE 5

PROPRIETARY RIGHTS

ARTICLE 6

NON-COMPETITION AND NON-SOLICITATION

ARTICLE 7

NON-DISPARAGEMENT

ARTICLE 8

REMEDIES

ARTICLE 9

TERMINATION

ARTICLE 10

DIRECTORS AND OFFICERS

ARTICLE 11

GENERAL PROVISIONS

in the case of the Executive, to:

5464 Thibault Wynd NW

Edmonton, Alberta

T6R 3P9

Email: jmcdonald@keystonelabs.ca

in the case of the Corporation, to:

5464 Thibault Wynd NW

Edmonton, Alberta

T6R 3P9

Attention: Jodi McDonald

Email: jmcdonald@keystonelabs.ca