Exhibit
10.2


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (the “Agreement”) is entered into as of the date below, by and between the purchaser
identified on the signature page hereto (the “Purchaser”) and CQENS Technologies Inc., a Delaware corporation
with its principal place of business located at 5550 Nicollet Avenue, Minneapolis, MN 55419 (the “Company”).


 


WHEREAS,
the board of directors of the Company has authorized the Company to offer 1,000,000 shares of common stock, par value $0.0001 per share
(the “Common Stock”) of the Company in a transaction exempt from registration under the Securities Act of 1933,
as amended (the “1933 Act”) in reliance on exemptions provided by Section 4(a)(2) and/or Regulation S or Regulation
D promulgated thereunder, at a price per share of $10.00 per share.


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Purchaser
as provided herein, shares of Common Stock in a transaction exempt from registration under the 1933 Act in reliance on exemptions provided
by Section 4(a)(2) and Regulation S promulgated thereunder.


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the promises and covenants herein contained, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties, intending to be legally bound, hereby agree as follows:


 


ARTICLE
1.


PURCHASE
AND SALE OF COMMON STOCK


 


Section
1.1 Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, at Closing (as hereinafter defined)
the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company One Million (1,000,000) shares of the
Company’s Common Stock (the “Shares”) at a per share purchase price of Ten Dollars ($10.00) per Share
(the “Per Share Purchase Price”) for a purchase price of Ten Million $10,000,000) U.S. Dollars (the “Purchase
Price”).


 


Section
1.2 Closing. The Closing shall take place immediately following the execution of this Agreement by the Company and the Purchaser
(the “Closing”) or at such other date as the parties may agree in writing. At Closing, the Company will deliver
a stock certificate or account statement to the Purchaser representing the Shares, and the Purchaser shall tender the Purchase Price
to the Company in immediately available funds in U.S. dollars. All actions taken at the Closing shall be deemed to have been taken simultaneously
at the time the last of any such actions is taken or completed.


 


Section
1.3 Regulation S. This Agreement is executed in reliance upon the transaction exemption afforded by Regulation S promulgated
by the United States Securities and Exchange Commission (“SEC”) under the 1933 Act. The Shares purchased hereby
have not been registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (as defined under
Regulation S) unless the Shares are registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act
is available.


 




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ARTICLE
2.


REPRESENTATIONS
AND WARRANTIES


 


Section
2.1 Representation and Warranties of the Company. The Company hereby makes the following representations and warranties to
the Purchaser:


 


(a)       Organization
and Good Standing. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State
of Delaware, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business
in the places and in the manner as presently conducted. The Company is in good standing as a foreign entity in each jurisdiction in which
the properties owned, leased or operated, or where the business is conducted by it requires such qualification, except where the failure
to so qualify would not have a material adverse effect on its business, taken as a whole, or consummation of the transactions contemplated
hereby.


 


(b)       Authority
and Enforcement. The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of the Company, enforceable against
it in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject
to the discretion of the court before which any proceeding therefor may be brought.


 


(c)       No
Conflicts or Defaults. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated
hereby do not (a) contravene its Amended and Restated Certificate of Incorporation or Bylaws, or (b) with or without the giving of notice
or the passage of time (i) violate, conflict with, or result in a material breach of, or a material default or loss of rights under,
any covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which it is a party or by which it is bound, or
any judgment, order or decree, or any law, rule or regulation to which it is subject, (ii) result in the creation of, or give any party
the right to create, any lien upon any assets or properties of the Company, or (iii) terminate or give any party the right to terminate,
amend, abandon or refuse to perform, any material agreement, arrangement or commitment relating to which the Company is a party.


 


(d)       Capitalization;
Shares of Company’s Common Stock. The Company’s authorized capital consists of 200,000,000 shares of Common Stock and
10,000,000 shares of preferred stock. As of ___________, 2021, there are _________ shares of Common Stock and no shares of preferred
stock issued and outstanding. The Shares of the Company’s Common Stock have been duly authorized, and upon issuance pursuant to
the provisions hereof, will be validly issued, fully paid and non-assessable.


 


(e)       SEC
Reports. The Company files annual, quarterly and current reports with the SEC pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has filed all reports required to be filed by it
under the Exchange Act since January 1, 2019 (the “SEC Reports”). The SEC Reports do not misrepresent a material
fact, do not omit to state a material fact and do not omit any fact necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading.


 


Section
2.2 Representations and Warranties of the Purchaser.The Purchaser hereby makes the following representations and
warranties to the Company:


 


(a)       Accredited
Investor. The Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the 1933
Act.


 


(b)       Authority
and Enforcement. The Purchaser has taken all action necessary for the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of the Purchaser, enforceable against
it in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject
to the discretion of the court before which any proceeding therefor may be brought.


 




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(c)       No
Conflicts or Defaults. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated
hereby will not, with or without the giving of notice or the passage of time, (i) violate, conflict with, or result in a material breach
of, or a material default or loss of rights under, any covenant, agreement, mortgage, indenture, lease, instrument, permit or license
to which it is a party or by which it is bound, or any judgment, order or decree, or any law, rule or regulation to which it is subject,
(ii) result in the creation of, or give any party the right to create, any lien upon any assets or properties of the Purchaser, or (iii)
terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment
relating to which the Purchaser is a party. No consent, approval, order or authorization of, or registration, declaration or filing with,
any governmental entity, is required by the Purchaser in connection with the execution of this Agreement by the Purchaser or the consummation
by it of the transactions contemplated hereby, except for such other consents, approvals, orders, authorizations, registrations, declarations
or filings, the failure of which to obtain would not individually or in the aggregate have a material adverse effect.


 


(d)       Information
on the Company. The Purchaser has been provided access to the SEC Reports via the SEC’s public website at www.sec.gov/EDGAR,
and represents and warrants that the Purchaser has read and reviewed the SEC Reports. The Purchaser is a sophisticated investor who has
such knowledge and experience in financial, tax and other business matters as to enable it to evaluate the merits and risks of, and to
make an informed investment decision with respect to, the Shares and this Agreement. The Purchaser, either alone or together with its
advisors, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in illiquid securities,
so as to enable it to utilize the information made available to it in connection with the transactions contemplated hereby, to evaluate
the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. The Purchaser has
relied solely on the SEC Reports in making its decision to purchase the Shares.


 


(e)       Financial
Risk. Purchaser acknowledges that the purchase of the Shares involves a high degree of risk and affirms that it can bear the economic
risk of acquiring the Shares, including the total loss of its investment. The Purchaser is not relying on any offering documents or other
literature other than this Agreement in connection with the purchase of the Shares. Purchaser is sufficiently experienced in financial
and business matters to be capable of evaluating the merits and risks of its investments and to make an informed decision relating thereto.
In evaluating its investment, Purchaser has consulted its own investment and/or legal and/or tax advisors. Purchaser (i) is either experienced
in purchasing securities of a U.S. issuer offered under the exemption provided by Regulation S, or (ii) has engaged legal counsel experienced
in compliance with offers and sales made in reliance on Regulation S to advise it regarding an investment in Shares. The Purchaser acknowledges
that there is no market for the Shares and that no market may ever develop. The Purchase further acknowledges that the Purchaser has
adequate means of providing for the Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity
of its investment in the Shares.


 


 (f)        Offshore Transaction. Purchaser represents and warrants to Company as follows:




 


(i)       Purchaser
is a not a U.S. person (as defined in Regulation S) and is not subscribing for the Shares on behalf of a U.S. person. At the time Purchaser
executed and delivered this Agreement, Purchaser was outside the United States;


 




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(ii)       Any
subsequent offer or sale of the Shares by the Purchaser prior to the expiration of one (1) year from the Closing (the “Distribution
Compliance Period”) shall be made only in accordance with the provisions of Regulation S, pursuant to registration of the
Shares under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act. The Purchaser represents,
warrants and covenants to the Company that it will not engage in hedging transactions with regard to such Shares prior to the expiration
of the Distribution Compliance Period unless in compliance with the 1933 Act. Following the expiration of the Distribution Compliance
Period, the Purchaser represents, warrants and covenants to the Company that it will not engage in any “directed selling efforts”
as that term is defined in Regulation S with respect to the Shares;


 


(iii)       Purchaser
is acquiring the Shares for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser
in the United States;


 


(iv)       Purchaser
represents and warrants and hereby agrees that all subsequent offers and sales of the Shares will be made (a) outside the United States
in compliance with Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the Shares under the 1933 Act, or (c) pursuant
to an exemption from such registration. The undersigned acknowledges that the Company has no obligation to register the Shares under
the 1933 Act or otherwise;


 


(v)       Purchaser
understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and undertakings of Purchaser set forth herein in order to determine the applicability of such exemptions
and the suitability of Purchaser to acquire the Shares;


 


(vi)       Purchaser
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of
the Shares, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other
tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s
subscription and payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other
laws of the undersigned’s jurisdiction;


 


(vii)       Purchaser
acknowledges that, in the view of the SEC, the statutory exemption claimed for this transaction would not be present if the offering
of Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the
1933 Act. Purchaser is acquiring the Shares for investment purposes and has no present intention to sell the Shares in the United States
or to a U.S. person or for the account or benefit of a U.S. person either now or promptly after the expiration of the Distribution Compliance
Period; and


 


(viii)       Purchaser
is not an “distributor” as that term is defined in Regulation S and Purchaser is not participating, pursuant to a contractual
agreement, in the distribution of the Shares. The Purchaser has not engaged in any “directed selling efforts” with respect
to the Shares including any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning
the market in the United States for any of the Shares being offered by the Company pursuant to this Agreement, including, but not limited
to, placing an advertisement in a publication “with a general circulation in the United States” that refers to the offering
of securities being made in reliance upon Regulation S.


 




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(g)       Legend.
The Purchaser agrees that the Company may insert the following or similar legend on the face of the certificate evidencing the Shares
in compliance with the 1933 Act or state securities laws:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A “U.S. PERSON”
AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT UNLESS THE SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OR CQENS TECHNOLOGIES INC. HAS BEEN PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.”


 


(h)      OFAC
Compliance. The Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at
<http://www.treas.gov/ofac> before making the following representations. The Purchaser represents that the amounts invested by
it in the Company pursuant to this Agreement were not and are not directly or indirectly derived from activities that contravene
federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and
Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of
services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories,
persons and entities can be found on the OFAC website at <http://www.treas.gov/ofac>. In addition, the programs administered
by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain
countries regardless of whether such individuals or entities appear on the OFAC lists. To the best of the Purchaser’s
knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a
privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting
as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a
person or entity prohibited under the OFAC Programs. The Purchaser agrees to promptly notify the Company should the Purchaser become
aware of any change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law,
the Company may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional purchases by the
Purchaser and/or segregating the assets in the account in compliance with governmental regulations.


 


(i)       Senior
Political Figure. To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled
by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any
person for whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure2,
or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined
in the footnotes below.


  


 






1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject
to OFAC sanctions and embargo programs.


2
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party,
or a senior executive of a foreign government owned corporation. In addition, a “senior foreign political figure” includes
any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.


3
“Immediate family” of a senior foreign political figure typically includes the figure’s parents,
siblings, spouse, children and in-laws.


4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known
to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of the senior foreign political figure.


 




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(j)       Foreign
Bank. If the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the
Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the
Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address,
in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records
related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have
a physical presence in any country and that is not a regulated affiliate.


 


(k)       Independent
Investigation; Access. Purchaser acknowledges that Purchaser, in making the decision to purchase the Shares pursuant to the terms
of this Agreement, has relied upon independent investigations made by it and Purchaser’s representatives, if any, and Purchaser
and such representatives, if any, have been given access and the opportunity, prior to any sale to it, to examine all material books
and records of the Company, and the opportunity to ask questions of, and to receive answers from the Company or any person acting on
its behalf concerning the terms and conditions of this Agreement. Purchaser and its advisors, if any, have received complete and satisfactory
answers to any such inquiries.


 


(l)       No
Government Recommendation or Approval. Purchaser understands that no federal or state agency has made or will make any finding or
determination relating to the fairness for public investment in the Company, or has passed or made, or will pass on or make, any recommendation
or endorsement of the Shares.


 


(m)       General.
The Purchaser understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the suitability of the Purchaser to acquire the Shares. The
Purchaser certifies that each of the foregoing representations and warranties set forth in this Section 2 are true as of the date
hereof and shall survive thereafter.


 


ARTICLE
3.


CONDITIONS
TO CLOSING


 


Section
3.1 Conditions Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to proceed
to close this Agreement and to issue and sell the Shares to the Purchaser is subject to the satisfaction or waiver, at or before the
Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the
Company at any time in its sole discretion.


 


(a)       Accuracy
of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser shall be true and correct
in all material respects as of the date when made and as of the Closing as though made at that time, except for representations and warranties
that speak as of a particular date.


 


(b)       Performance
by the Purchaser. The Purchaser shall have performed, satisfied and complied in all material respects with all material covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the
Closing.


 


(c)       No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 




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(d)       Documentation.
The Purchaser shall provide the Company with such information and documentation as it may reasonably request in connection with the issuance
of the Shares to the Purchaser.


 


Section
3.2 Conditions Precedent to the Obligation of the Purchaser to Close. The obligation hereunder of the Purchaser to perform
its obligations under this Agreement and to purchase the Shares is subject to the satisfaction or waiver, at or before the Closing, of
each of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser
at any time in its sole discretion.


 


(a)       Accuracy
of the Company’s Representations and Warranties. Each of the representations and warranties of the Company shall be true and
correct in all material respects as of the date when made and as of the Closing as though made at that time (except for representations
and warranties that speak as of a particular date).


 


(b)       Performance
by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.


 


(c)       No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by his Agreement.


 


ARTICLE
4.


MISCELLANEOUS


 


Section
4.1 Fees and Expenses. Each of the parties to this Agreement shall pay its own fees and expenses related to the transactions
contemplated by this Agreement.


 


Section
4.2 Entire Agreement, Amendment. This Agreement contains the entire understanding of the parties with respect to the matters
covered herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the party against
whom enforcement of any such amendment or waiver is sought.


 


Section
4.3 Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall
be in writing and shall be effective (a) upon hand delivery or facsimile at the address or number designated in this Agreement (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. Any party hereto may from time to time change its address for notices by giving written notice
of such changed address to the other party hereto in accordance herewith.


 


Section
4.4 Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it
thereafter.


 




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Section
4.5 Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute
a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof


 


Section
4.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. The parties hereto may not amend this Agreement or any rights or obligations hereunder without the prior written consent
of the Company and the Purchaser.


 


Section
4.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any other person hereof enforce any provision.


 


Section
4.8 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to the choice of law provisions. Each of the parties hereto expressly and irrevocably: (1) agree that
any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in United States District
Court for the District of Minnesota; (2) waive any objection they may have now or hereafter to the venue of any such suit, action or
proceeding; and (3) consent to the in personam jurisdiction of United States District Court for the District of Minnesota in any such
suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which
may be served in any such suit, action or proceeding in the United States District Court for the District of Minnesota and agree that
service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon
it, in any such suit, action or proceeding. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA LOCATED IN MINNEAPOLIS, MN, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT,
ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL
BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.


 


EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D)
SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
4.8.


 




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Section
4.9 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other


 


Section
4.10 Publicity. Neither the Company nor the Purchaser shall issue any press release or otherwise make any public statement
or announcement with request to this Agreement until the closing. After the closing, the Company may issue a press release, or otherwise
make a public statement or announcement with respect to this agreement and/or transaction.


 


Section
4.11 Further Assurances. From and after the date of this Agreement, upon the request of the Purchaser or the Company, each
of the Company or and the Purchaser shall execute and deliver such instruments, documents and other writings as maybe reasonably necessary
or desirable to confirm and carry out and to effectuate fully the intent and purpose of this agreement.


 


Section
4.12 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any
Purchaser pursuant hereof or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and
enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such purpose.


 


Section
4.13 Role of Counsel. The parties acknowledge their understandings that this Agreement was prepared at the request of the
Company by Nason, Yeager, Gerson, Harris, Fumero, P.A., its counsel, and that such firm did not represent the Purchaser in conjunction
with this Agreement or any of the related transactions. The Purchaser, as further evidenced by its signature below, acknowledges that
it has had the opportunity to obtain the advice of independent counsel of its choosing prior to its execution of this Agreement and that
it has availed itself of this opportunity to the extent it deemed necessary and advisable.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement on September , 2021.


 


	PURCHASER	 
	 	 
	 	 
	Print
    Name of Corporation, Partnership or	 
	other
    Institutional Purchaser	 
	 	 
	By:	                           	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Purchaser(s)
    address:	 
	 	 
	 	 


 


	email
    address:	 	 
	Tax
    Identification:	 	 


 


	CQENS TECHNOLOGIES INC.	 
	 	 	 
	By:
	                             	 
	Alexander
    Chong	 
	Chairman
    and Chief Executive Officer	 


 


	email
    address:	 	 
	 	 	 
	Address:	 
	5500
    Nicollet Avenue	 
	Minneapolis,
    MN 55419	 


 


[Signature
Page to Stock Purchase Agreement]


 




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