Exhibit 10.5


 


AMENDMENT OF AGREEMENT OF PURCHASE AND SALE


 


This Amending Agreement (this “Amendment”)
dated as of the 1st day of June, 2021 (the "Effective Date"), is entered into


 


	BETWEEN:	ALTERNATIVE MEDICAL SOLUTIONS INC.

(hereinafter referred to as the "Vendor")
	 	 
	AND:	JUST IN TIME CAPITAL INC.
	 	(hereinafter referred to as the "Purchaser")



 


WHEREAS by an agreement of purchase and
sale dated December 22, 2020, between the Vendor, as vendor, and the Purchaser, as purchaser, as amended from time to time (the "Purchase
Agreement"), the Purchaser agreed to purchase from the Vendor all the Vendor's right, title, estate and interest in and to the
land and premises described as the Property in the Purchase Agreement;


 


AND WHEREAS on May 17, 2021, the Purchaser
and the Vendor had agreed to extend the Closing Date (as defined in the Purchase Agreement) to June 4, 2021;


 


AND WHEREAS the parties hereto wish to
amend the Purchase Agreement by further amending the Closing Date (as defined in the Purchase Agreement) on the terms and subject to the
conditions set forth herein;


 


NOW THEREFORE in consideration of the sum
of $10.00, the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.           
Definitions. In this agreement, except as otherwise set forth herein, capitalized terms used and not defined in this Amendment
shall have the respective meanings given to them in the Purchase Agreement.


 


2.           
Amendments. The Purchase Agreement is amended, as of the Effective Date, as follows:


 


(a)         
The Closing Date of the Purchase Agreement is hereby amended and changed to “30th day of June, 2021”.


 


(b)         
The Purchaser hereby agrees to pay to the Vendor a further deposit in the amount of Fifty Thousand ($50,000.00) dollars
to the Vendor (the "Additional Deposit"), payable to the Deposit Holder (as defined in the Purchase Agreement) on or
by June 4, 2021.


 


(c)          
The Purchaser and Vendor agree that the Deposit and the Additional Deposit (collectively, the "Deposits") shall
be deemed non-refundable, and the Purchaser hereby authorizes the Deposit Holder to release the Deposits to the Vendor, upon receipt
of the Additional Deposit. For clarity, notwithstanding the release of the Deposits by the Deposit Holder to the Vendor, the Deposits
shall be credited to the Purchaser, towards the Purchase Price, on completion of the transaction contemplated in the Purchase Agreement.


 


3.           
No Other Amendments; Time of the Essence. Except as amended in this Amendment, all other terms and conditions of the Purchase
Agreement remain the same and unmodified and in full force and effect, and time continues to be of the essence.


 


 


 


 






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4.           
Successor and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their
respective successors and assigns.


 


5.           
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together
are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic
transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


6.           
Governing Law. All matters arising out of or relating to this Agreement are] governed by and construed in accordance with
the laws of the Province of Ontario, and the federal laws of Canada applicable in that Province.


 


7.           
Entire Agreement. This Amendment constitutes the sole and entire agreement of the parties with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written
and oral, with respect to such subject matter.


 


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date written above.


 


 


	 	ALTERNATIVE MEDICAL SOLUTIONS INC.
	 	 	 
	 	 	 
	 	Per:	/s/ Dominic Colvin
	 	 	Dominic Colvin
	 	 	President and CEO
	 	 	 
	 	 	I have authority to bind the corporation
	 	 	 
	 	 	 
	 	 	 
	 	JUST IN TIME CAPITAL INC.
	 	 	 
	 	Per:	/s/ Jit Lal Sharma
	 	 	Jit Lal Sharma
	 	 	President
	 	 	 
	 	 	I have authority to bind the corporation




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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AGREEMENT OF PURCHASE AND SALE

(595 1ST STREET, HANOVER, ONTARIO)


 


THIS AGREEMENT is dated, for the purposes of reference, the
22nd day of December, 2020


 


	BETWEEN:	ALTERNATIVE MEDICAL SOLUTIONS INC.                        ,
                                      as vendor

                                      (hereinafter referred to as the "Vendor")
	 	 
	AND:	JUST IN TIME CAPITAL INC.                                       ,
             as purchaser
	 	(hereinafter referred to as the "Purchaser")



 


ARTICLE ONE - THE OFFER


 


Section 1.01 The Property. The
Vendor agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Vendor, on the terms and conditions set out in this
Agreement, the lands and premises legally described in Schedule "A" attached hereto together with all chattels and fixtures
located in the building(s) on the property as of the date of this Agreement (the "Property").


 


Section 1.02 The Closing Date.
The closing of the transaction of purchase and sale contemplated by this Agreement (the "Closing") shall take place
on the 28th day of May, 2021 (the "Closing Date").


 


Section 1.03 Possession on Closing.
On the Closing Date, the Vendor shall deliver vacant possession of the Property to the Purchaser on Closing.


 


Section 1.04 Irrevocability. The
offer to purchase the Property under this Agreement shall be irrevocable by the Purchaser until 11:59 PM on the 6th
day of January, 2021, after which time, if not accepted, this offer shall be null and void.


 


ARTICLE TWO - PURCHASE
PRICE


 


Section 2.01 Purchase Price. The
purchase price (the "Purchase Price") for the Property shall be TWO MILLION ($2,000,000.00 CDN) dollars, which
shall be payable as follows:


 





	 	(a) 	Deposit(s):



 


		(i)	The Purchaser shall deliver to the Vendor
                                            the sum of FIFTY THOUSAND ($50,000.00) dollars (the "Deposit"), made payable
                                            to the Vendor's lawyer, in trust (the "Deposit Holder") within FIVE (5)
                                            Days of the Acceptance Date, as an initial deposit.



 


		(ii)	The Deposit Holder shall hold the Deposit in trust on behalf of the parties, as their respective interests
may appear and in accordance with Section 2.02 hereof, pending completion or termination of this Agreement and to be credited to the Purchase
Price payable hereunder to the Vendor on completion of the transaction contemplated in this Agreement.



 


 



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	 	(b)	Balance.
  The Purchaser shall pay the balance of the Purchase Price, subject to Adjustments, to the Vendor on completion of the
  transaction contemplated herein, with funds drawn from the Purchaser's lawyer's trust account in the form of a bank draft, certified
  cheque or wire transfer of immediately available funds using the Large Value Transfer System.




 


Section 2.02 Forfeiture of Deposit. If the transaction
contemplated by this Agreement is not completed by reason of default by the Purchaser, then the Deposit including any interest accrued
thereon become non-refundable, and the Vendor shall be entitled to retain the Deposit together with any interest accrued thereon, without
limiting any other rights and remedies which it may have in law and in equity against the Purchaser. In the event the Purchaser does not
deliver a Waiver Notice, or advises that it will not be doing so ("Non-Waiver Notice") prior to the Due Diligence Date,
provided that the Purchaser is not in default, any Deposit shall be returned in full within five (5) business days after the earlier of:
(i) the Due Diligence Date, (ii) or the date when such Non-Waiver Notice is provided. If the transaction is not completed by reason of
default by the Vendor, the Deposit shall be returned to the Purchaser without limiting any other rights and remedies which it may have
in law and in equity against the Vendor. The Deposit Holder is hereby authorized and directed to pay the Deposit to the Vendor or the
Purchaser, as the case may be, in the circumstances described in this Section 2.02.


 


ARTICLE
THREE - PURCHASER’S CONDITIONS


 


Section 3.01 Purchaser's Conditions.
The obligation of the Purchaser to complete the transaction contemplated by this Agreement on Closing shall be subject to the following
conditions:


 





	 	(a)	Due Diligence Condition. On or before the 14th day of May, 2021
    (the "Due Diligence Date") the
    Purchaser having conducted a site investigation and whatever searches and investigations the Purchaser, in its sole, absolute, subjective
    and unfettered discretion, deems advisable with respect to the Property and all matters relating to the Property, whether by, on
    behalf of, or in connection with, the Purchaser, or any related, associated, affiliated or contracted, persons or partners or representatives,
    including, without limitation, searches, investigations, opinions, proposals, inquiries, planning submissions, letters, emails and
    reports with respect to environmental, geotechnical, conservation limitations, engineering, parking, zoning, developability, marketing,
    feasibility, communications with consultants, city planners, and architects with respect to any proposed development of the Property,
    appraisal reports, architecture drawings or plans, serviceability and economic viability for its intended use of the Property, whether
    in draft or final, (collectively, the "Due Diligence Materials"), and the Purchaser being satisfied, in its sole
    discretion and unfettered discretion with the results of all such matters.



 





If the Purchaser is satisfied, in its
sole, absolute, subjective and unfettered discretion, with the results of its investigations and due diligence review as aforesaid, it
shall deliver written notice (a "Waiver Notice") to the Vendor or its lawyer to this effect on or before the Due Diligence
Date. If no such notice is delivered to the Vendor or its solicitors as aforesaid, the Purchaser shall be deemed to have elected to terminate
this Agreement and the Deposit shall be returned to the Purchaser in accordance with section 2.02.


 


Section 3.02 Vendor's Deliveries. Forthwith
after the Acceptance Date, and in any event not later than three (3) business days thereafter (the "Deliveries Date"), the
Vendor shall deliver to the Purchaser or make available for review by the Purchaser or the Purchaser's representatives, the following,
but only to the extent they are in the possession or control of the Vendor (the "Vendor's Deliveries"):


 


		(a)	any surveys or reference plans pertaining to the Property, draft or final, prepared
by a qualified Ontario land surveyor;



 


		(b)	copies of any engineering reports, audits and studies relating to the soil and
structure of the Property;



 


		(c)	copies of any reports relating to the environmental or physical condition of the Property;



 


		(d)	copies of all existing work orders, notices, directives, or letters of non-compliance
received by the Vendor from any governmental or other authority affecting the Property;



 


 


 


 






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		(e)	any appraisal reports on the Property;



 


		(f)	all authorizations to governmental authorities and all other authorities that the
Purchaser may deem necessary or relevant, acting reasonably, to permit the Purchaser to obtain information from their files with respect
to the Property, including an Authorization and Direction in the forms attached hereto at Schedule "B":



 


		(g)	all relevant information and documentation regarding any and all litigation which,
to the best of the Vendor's knowledge and belief, affect(s) or may affect the Property;



 


		(h)	copies of the current and previous two years' property tax assessment notices for the Property;



 


		(i)	copies of the current and previous two years' final property tax bills for the Property;



 


		(j)	all other material and relevant information which
is in the possession or control of the Vendor pertaining to the ownership, leasing, management, operation, financing or development of
the Property;



 


		(k)	all letters addressed to consultants, city planners, and architects of the Vendor who were previously
involved in the redevelopment of the Property;



 


		(l)	copies of all written service and maintenance contracts and the Vendor's certificate summarizing material
terms or any oral service and maintenance contracts related to the Property, if any; and



 


		(m)	copies of documentation relating to the zoning of the Property.



 


		(n)	Vendor is to supply copy of mortgage payout



 


		(o)	Vendor is to supply Town of Hanover municipal property tax certificate for the
subject property.



 


In the event the Vendor's Deliveries are not
provided to the Purchaser within the time provided for herein, the Conditional Date shall be automatically extended by the number of
days that elapse until the Vendor completes the Vendor's Deliveries.


 


Section
3.03 Reliance Letters, Assignments, Delivery of Due Diligence Materials. Should the Purchaser, at its sole cost and expense,
wish to have finalized or obtain reliance letters or assignments from any third-party consultant that has prepared a report that the
Purchaser has received pursuant to Section 3.02 hereof, the Vendor shall cooperate with the Purchaser in its endeavours to obtain same.
The Purchaser shall pay a reasonable deposit to the Vendor's solicitor, to be credited towards any efforts by or on behalf of the Vendor,
should the Purchaser request such cooperation. Any costs or expenses associated with inquiring about or acquiring any reliance letter
or assignment, including any costs or expenses incurred by the Vendor or the Vendor's solicitor, respecting same, shall be borne by the
Purchaser and shall be paid forthwith upon delivery of an invoice. In the event that this Agreement is terminated or not completed for
any reason other than a default by the Vendor, the Purchaser shall, upon the request of the Vendor, forthwith provide the Vendor with
a list of all Due Diligence Materials, and the Due Diligence Materials themselves in their original form without restriction on their
use or disclosure, and at the request of the Vendor shall assign or cause to be assigned to the Vendor, or as the Vendor may otherwise
direct, all or part of the Due Diligence Materials, provided that in the event an assignment is not permitted the Purchaser shall assist
the Vendor in obtaining, at the Vendor's sole cost and expense, reliance letters from any third party consultant that prepared such material.


 


 


 


 






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Section 3.04 Purchaser's Inspection.
Following the Acceptance Date and prior to the Due Diligence Date, the Purchaser and its employees, contractors and agents may, upon two
(2) days' written notice to the Vendor, enter upon the Property during normal business hours for the purpose of carrying out survey work,
soil tests, engineering tests and any other work or inspection as the Purchaser may consider necessary, including, without limitation,
a Phase I and/or Phase ll Environmental Site Assessment, provided however that the Purchaser shall:


 


		(a)	indemnify
and save harmless the Vendor from and against all costs, expenses, losses, claims, damages and/or liabilities arising from the Purchaser's
inspections and testings of the Property;



 


		(b)	promptly repair any damage resulting from any such inspections and testings;



 


		(c)	fully comply with all laws, by-laws, ordinances, and regulations in connection
with such inspections and testings;



 


		(d)	shall not permit any inspections, investigations or other due diligence activities
that results in liens, judgements or other encumbrances relating to the Property, whether registered or not (including, without limitation,
work orders or deficiency notices), and shall, and its own expense, promptly and fully rectify the matter, including the discharge of
any such liens or encumbrances; and



 


		(e)	promptly following termination of this Agreement for any reason, provide the Vendor
with copies of any inspection reports and studies prepared by third parties in connection with the Purchaser's inspections and due diligence.



 


ARTICLE FOUR - TITLE


 


Section 4.01 Title Search.
The Purchaser shall be allowed until TEN (10) DAYS prior to Closing (the "Requisition Date"), to investigate
the title to the Property, to satisfy itself that the title to the Property and such other property is free and clear of all encumbrances,
and to submit any valid objections to title or encumbrances or requisitions with respect to compliance with work orders, zoning, fire,
health, building and other off-title matters or matters relating to a survey.


 


Section
4.02 Title. Provided that the title to the Property is good and free from all registered restrictions, charges, liens and
encumbrances except as otherwise specifically provided in this Agreement and save and except (a) any registered restrictions or covenants
that run with the land providing that such are complied with; (b) any registered municipal agreements and registered agreements with
publicly regulated utilities providing such have been complied with, or security has been posted to ensure compliance and completion,
as evidenced by a letter from the relevant municipality or regulated utility; (c) any minor easements for the supply of domestic utility
or telephone services to the property or adjacent properties; and (d) any easements for drainage, storm or sanitary sewers, public utility
lines, telephone lines, cable television lines or other services which do not materially affect the use of the property. If within the
time frame referred to in Section 4.01 any valid objection to title or encumbrances to the Property or to any such off-title matters
is made in writing to the Vendor, which the Vendor is unable to remove or satisfy and which the Purchaser will not waive, then, at the
option of the Purchaser, exercisable by written notice within five (5) days of receipt of the Vendor's notice that it is unable to remove
or satisfy the Purchaser's objection (or within ten (10) days of the Purchaser's requisition, if the Vendor has not provided notice that
it is able to remove or satisfy the Purchaser's objection), this Agreement shall, notwithstanding any intermediate acts or negotiations
in respect of such objection or other requisition, be null and void and of no further force or effect whatsoever and the Deposit, together
with all applicable interest, shall be returned to the Purchaser forthwith without penalty or deduction. The Vendor shall use its commercially
reasonable efforts to satisfy all valid objections to title and other requisitions submitted by the Purchaser pursuant to this Section.
Except for any valid objection to title or other requisition so made on or before the Requisition Date, any objection thereafter going
to the root of title and any subsequent title matters, the Purchaser shall be deemed to have accepted the title to the Property.


 


 


 


 






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Section
4.03 Institutional Lender Discharge. In the event that the discharge of any mortgage or charge held by a chartered bank, trust
company, credit union or insurance company which is not to be assumed by the Purchaser on Closing is not available in registerable form
on the Closing Date, the Purchaser agrees to accept the Vendor's solicitor's undertaking to obtain, out of the closing funds, a discharge
of charge/mortgage in registerable form and to register the same within a reasonable period of time after Closing; provided that on or
before Closing, the Vendor shall provide to the Purchaser a mortgage statement prepared by the mortgagee addressed to the Purchaser setting
out the balance required to obtain a discharge, together with a direction executed by the Vendor directing payment to the mortgagee of
the amount required to obtain the discharge out of the balance due on Closing. Any discharge fees in the defeasance of any mortgage not
assumed by the Purchaser, if applicable, shall be the sole cost of the Vendor and shall be paid at the time of discharge.


 


ARTICLE FIVE - REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


Section 5.01 Vendor's Representations.
The Vendor hereby represents and warrants to and in favour of the Purchaser that, to its knowledge, as of the Acceptance Date and as of
the Closing Date:


 


		(a)	the Vendor is the registered owner of the Property and has the full power and authority
to transfer title to the Property to the Purchaser in accordance with the terms of this Agreement;



 


		(b)	the Vendor is not and will
not be at the Closing Date a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada);



 


		(c)	none
of the execution and delivery of this Agreement, the performance of the Vendor's obligations under this Agreement, or the completion of
the transactions contemplated by this Agreement, will result in or constitute a breach of any term or provision of, or constitute a default
under, the articles or by-laws of the Vendor or any agreement or other commitment to which the Vendor is a party;



 


		(d)	if
applicable, the Vendor is a corporation existing and governed by the laws of Ontario and has the necessary authority, power and capacity
to own the Property, to enter into this Agreement and to carry out and deliver the documents and transactions contemplated herein on the
terms and conditions herein contained;



 


		(e)	if
applicable, the Agreement and the obligations of the Vendor hereunder, and the documents and transactions contemplated herein have been
duly and validly authorized by all requisite corporate proceedings;



 


		(f)	the Property is not now and shall not be at the Closing Date subject to any claim
for a lien pursuant to the Construction Act (Ontario) arising as a result of the supply of services or materials to an improvement
of the Property for the Vendor or its contractors or subcontractors;



 


		(g)	there are no material actions, suits or proceedings commenced or pending against
or affecting the Vendor in relation to the Property or the occupancy or use of the Property by the Vendor;



 


		(h)	no notice has been received by the Vendor regarding the Property which remains
outstanding from any governmental or quasi-governmental authority relating to any work order, deficiency or non-compliance with any zoning
by-laws, environmental protection legislation or other regulations;



 


		(i)	neither the Property nor any part of the Property has been expropriated and there
are no existing, or, to the knowledge of the Vendor, contemplated expropriation proceedings or other similar public or private proceedings
affecting the Property or any part of the Property;



 


	 	(j)	to
the best of the Vendor's knowledge and belief, except as otherwise disclosed to the Purchaser, in writing, the Vendor is not aware, after
due inquire, including with its senior management and environmental consultants, of any environmental matters or hazardous substances
affecting the Property;



 



 


 


 






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		(k)	there are no service or maintenance contracts that shall bind the Purchaser after Closing;



 


		(l)	the Property is not and, prior to Closing, shall not be restricted by or subject
to any interest contemplated in the Family Law Act (Ontario); such restrictions/interests shall include, without limitation, designation
of part or all of the Property as a "matrimonial home" thereunder; and



 


		(m)	there are no options to purchase or rights of first refusal to purchase with respect to the Property
or any part thereof that have not expired or been waived.



 


ARTICLE SIX - PLANNING APPLICATIONS


 


Section
6.01 Planning Applications. Following the Acceptance Date, the Purchaser shall be entitled, if it elects to do so in its sole
discretion, to submit to relevant authorities, such applications for site plan approval or rezoning of the Property (including any required
amendments to the Official Plan) that may be required by the Purchaser with respect to the Purchaser's intended residential development
of the Property (collectively, the "Planning Applications"), provided that:


 


		(a)	all costs associated therewith shall be borne by the Purchaser;



 


		(b)	the
Purchaser shall forthwith inform the Vendor of and when each and any of the Planning Applications, including amendments thereto, are made
by the Purchaser and shall forthwith deliver true and complete copies of same to the Vendor;



 


		(c)	the
                                            Purchaser shall indemnify and save harmless the Vendor from all claims or suits brought against
                                            the Vendor in the Vendor's capacity as owner of the Property as a result of the Planning
                                            Applications made by the Purchaser;



 


		(d)	no registrations or encumbrances are made on or in respect of the title of the
Property in connection with or arising out of the Planning Applications made by the Purchaser until Closing has occurred;



 


		(e)	any
acts of the Purchaser as a representative or agent of the Vendor are null and void unless the Vendor has provided written consent; and



 


		(f)	the Vendor must be a recipient of any application or other document or materials,
and any correspondence relating to same, where the Purchaser holds itself out as a representative or agent of the Vendor. The Vendor's
contact information is provided in Section 7.06.



 


Section
6.02 Vendor Cooperation. The Vendor, shall execute any documents necessary to permit the Purchaser to make the Planning Applications
and is willing to authorize the Purchaser to act as its agent in making such applications on its behalf provided that: (i) the Purchaser
is not in default of any term or condition of this Agreement; (ii) the Vendor has provided written consent; and (iii) the Vendor is a
recipient of each application or other document or materials, and any correspondence relating to same. The Purchaser shall be responsible
for all costs relating to the Planning Applications, including the cost of complying with any conditions that are imposed by any relevant
authority in respect to same, and, in the event a Waiver Notice is not provided, or a Non-Waiver Notice is provided, all costs for withdrawal,
termination or removal of any Planning Applications or conditions affecting the property as a result of the Purchaser's efforts, and
which shall be withdrawn, terminated, removed or restored forthwith unless requested otherwise, in writing, by the Vendor. The Purchaser
shall forthwith inform and provide copies of any Due Diligence Materials at the time of their receipt or preparation, including correspondence
or materials relating to any matter for which the Purchaser is acting, or representing itself, as an agent of the Vendor. The Purchaser,
if acting or representing itself as an agent to a third party, shall disclose the name and contact information of the third party to
the Vendor and inform the third party in writing of the provisos in Section 6.01(a) to (f) and 7.06.



 


Section 6.03 Intentionally
Deleted. 


 


 


 


 






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ARTICLE
SEVEN - MISCELLANEOUS


 


Section 7.01 Confidentiality and Non-Disclosure.
The Purchaser acknowledges and agrees:


 


		(a)	that the
information contained in this Agreement, including any documents obtained, received, delivered or produced in relation to this transaction
from the Vendor, and any discussions between the Vendor and the Purchaser regarding the transaction contemplated herein, are strictly
confidential (the "Confidential Information");



 


		(b)	that the Confidential Information received by the Purchaser or its representatives
shall be used only for purposes of discussing and evaluating this transaction and for no other reason;



 


		(c)	that the Confidential Information may not be used by the Purchaser or its representatives
to the detriment of the Vendor;



 


		(d)	that the Purchaser shall take all reasonable steps to safeguard and protect Confidential
Information disclosed by the Vendor from any theft, loss, unauthorized access, unauthorized use or disclosure and accord it at least the
same degree of confidential and proprietary treatment as it gives its own confidential and proprietary information;



 


		(e)	that information contained in Confidential Information that becomes part of the
business records of the Purchaser as a result of notes, e-mail, correspondence and reports prepared by the Purchaser in connection with
the subject discussions, need not be returned or destroyed, provided, however, the above limits on disclosure and use shall nonetheless
fully apply to all such business records;



 


		(f)	that unless otherwise required by law, the Confidential Information received by
the Purchaser shall only be disclosed to those of its representatives or advisors on a need-to-know basis and will notify such representatives
who are provided any of the Confidential Information, or who are involved in such discussions or evaluation, or who may otherwise have
occasion to view, handle, or obtain any Confidential Information, of the terms of this Agreement and their obligation to comply with each
of them;



 


		(g)	not
                                            to disclose any of the Confidential Information to any person, firm or corporation whatsoever
                                            other than to their respective professional advisors and consultants for the purpose of assisting
                                            the Purchaser in considering this transaction. Prior to making such disclosure to
                                            any such advisor, the Purchaser shall inform such person of the confidential nature of the
                                            Confidential Information, shall direct such person to treat the Confidential Information
                                            as being in the strictest confidence and shall require such person to agree to treat the
                                            Confidential Information as such;



 


		(h)	that
the provisions set out in Sections 7.01(a) to (h) herein shall survive this Agreement and shall continue to be binding on the Purchaser
if the transaction contemplated herein is not completed; and



 


		(i)	in the event the transaction contemplated herein is not completed, the Purchaser shall promptly return
all Confidential Information received from the Vendor.



 


Section 7.02 Planning Act. This
Agreement is subject to the express condition that this Agreement is effective only if the provisions of Section 50 of the Planning
Act (Ontario), as amended from time to time, have been complied with.


 


 


 


 






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Section
7.03 Electronic Registration. The parties agree that this transaction will be closed using electronic registration and that
it shall be conducted in accordance with the unamended terms of the Document Registration Agreement in effect on the Acceptance Date
as adopted by the Joint Law Society of Ontario — Ontario Bar Association Committee on Electronic Registration of Title Documents.
The Purchaser agrees to abide by, and to instruct the Purchaser's solicitor to abide by, the closing procedures set forth for electronic
registration in the said Document Registration Agreement.


 


Section 7.04 Vendor's Closing Documents.
On or before closing, subject to the provisions of this Agreement, the Vendor shall execute or cause to be executed and shall deliver
or cause to be delivered to the Purchaser's solicitor the following:


 


		(a)	Transfer of the Property in
favour of the Purchaser with the Planning Act statements by the Vendor and the Vendor's solicitors included;



 


		(b)	The Statement of Adjustments
together with all documentation required to support the calculations contained therein;



 


	 	(c)	A certificate
of an officer of the Vendor confirming:



 


		(i)	the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);



 


		(ii)	that the warranties and representations contained in this Agreement are true correct as at the Closing
date; and



 


		(iii)	that the Property has not been used by the Vendor or any officer, director or shareholder as a matrimonial
home as defined in the Family Law Act;



 


	 	(d)	A Bill of Sale
transferring any chattels to the Purchaser;



 


		(e)	An Assignment of all of the Vendor's rights under all warranties
and guarantees relating to the Property, in form and substance satisfactory to the Purchaser, acting reasonably, insofar as such rights
can be assigned, together with the right in favour of the Purchaser to enforce any such unassignable warranties, guarantees or contractual
benefits with any legal proceedings initiated by the Purchaser in the name of the Vendor with respect thereto subject to the Purchaser's
indemnity of the Vendor regarding any legal costs relating to such legal proceedings;



 


		(f)	 A declaration of possession of a senior officer
of the Vendor in a form acceptable to the Purchaser's solicitors, acting reasonably;



 


		(g)	An assignment of any licences or permits required in connection with the operation
of the Property;



 


		(h)	Originals of the Vendor's Deliveries to the extent that they are in the Vendor's
possession;



 


		(i)	An undertaking and agreement with respect to re-adjustments of any item on or omitted
from the Statement of Adjustments and to address any outstanding post-closing matters ("Undertaking Agreement");



 


		(j)	Master keys, pass cards, all key cards and security code and like devices in the
possession and control of the Vendor;



 


		(k)	A bring down certificate with respect to the representations and warranties of the
Vendor set out in Section 5.01 above;



 


 


 


 






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	 	(l)	An estoppel
certificate from any and all tenants under the Existing Leases;



 


		(m)	Such further deeds, acts, things, certificates and assurances as may be required
in the opinion of the Purchaser's solicitors, acting reasonably, in order to carry out the terms of this Agreement.



 


Section 7.05 Purchaser's
Closing Documents. On or before closing, subject to the provisions of this Agreement, the Purchaser shall execute or cause to
be executed and shall deliver or cause to be delivered to the Vendor's solicitor the following:


 


		(a)	The Purchaser's counterpart of the Undertaking Agreement;



 


		(b)	A certificate of an officer of the beneficial purchaser of the Property and an undertaking
to file all required documents and to make any payments required to be made under the Excise Tax Act (Canada) in respect of the
purchase of the Property, which shall include the Buyer's registration number under the Excise Tax Act (Canada) and indemnity in
favour of the Vendor in respect thereof;



 


		(c)	The
Purchaser's counterpart of the Undertaking Agreement; and



 


		(d)	Such further deeds, acts, things, certificates and assurances as may be required
in the opinion of the Vendor's solicitors, acting reasonably, in order to carry out the terms of this Agreement.



 


All
documentation shall be in form and substance acceptable to the Purchaser and the Vendor, acting reasonably and in good faith, provided
that none of the Closing Documents shall contain covenants, representations or warranties that are in addition to those expressly set
forth in this Agreement.


 


Section 7.06 Notice. Whenever notice is required, it shall
be in writing and shall be either:


 


		(i)	personally delivered;



 


		(ii)	sent by prepaid registered mail or courier; or and



 


		(iii)	transmitted by facsimile or email.



 


Any such notice shall be sent to the intended recipient at its address
as follows:


 


	in the case of the Vendor:	Address:	3600-888, 3rd Street SW
	 	 	Calgary, AB, T2P 5C5
	 	 	Canada
	 	Fax
No.:	 
	 	Email:	ncolvin@cannapharmarx.com
	 	Attention:	Dominic Colvin
	 	 	President and CEO
	 	 	 
	with a copy to (Vendor's solicitor):	Address:	Suite 3810 - 888-3rd street SW,
	 	 	Calgary AB, T2P 5C5
	 	Fax
No.:	 
	 	Email:	elow@cassels.com
	 	Attention:	Evan Low
	 	 	 



 


 


 






    	 	12	 



     


    

 


	in the case of the Purchaser:	Address:	illegible
	 	 	 
	 	Fax
No.:	illegible
	 	Email:	illegible
	 	Attention:	Jit Lal Sharma
	 	 	 
	with a copy to (Purchaser's solicitor):	Address:	106-3410 South Service Road
	 	 	Burlington,
                                            Ontario, L7N 3T2 


	 	Fax
No.:	289-812-1027
	 	Email:	sgill@oakmontlaw.com
	 	Attention:	Sharoon J. Gill




 


Any
party may from time to time change its address by written notice to the other party given in accordance with the provisions of this Section
7.06. Any notice given by personal delivery, registered mail or courier shall be deemed to be received on the date of delivery. Any notice
sent by facsimile or email shall be deemed to be received on transmission. If notice is received on a day which is not a business day,
then such notice shall be deemed to have been received on the next succeeding business day.


 


Section 7.07 Tender. Tender may
be validly and effectively made upon the designated solicitors for the party being tendered upon. Payment must be made or tendered by
cash or by certified cheque drawn on any Canadian chartered bank or trust company.


 


Section 7.08 Time of the Essence.
The parties expressly declare that time shall be of the essence in all respects hereof except as expressly provided otherwise.


 


Section
7.09 Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended
to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provisions hereof.


 


Section 7.10 Assignment. The
Purchaser shall have the right, in its sole and absolute discretion, at any time prior to Closing, to assign this Agreement and all benefits
contained herein to any person, corporation, limited partnership, partnership or any other entity, whether or not presently in existence,
without prior notice to the Vendor. Upon the assignment of this Agreement, the Purchaser herein named shall stand released from all further
liability hereunder and shall have no further obligations, duties or responsibilities with respect to this Agreement.


 


Section 7.11 Binding. All of
the covenants and agreements contained in this Agreement shall be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns and shall enure to the benefit of and be enforceable by the parties and their respective
heirs, executors, administrators, successors and permitted assigns pursuant to the terms and conditions of this Agreement.


 


Section 7.12 Entire Agreement.
This Agreement, together with any agreements, instruments, certificates and other documents contemplated to be executed and delivered
pursuant to this Agreement, constitutes the entire agreement between the parties and, except as stated in this Agreement or in the agreements,
instruments, certificates and other documents to be executed and delivered pursuant to this Agreement, contains all of the representations,
undertakings and agreements of the parties. This Agreement supersedes all prior negotiations, discussions or agreements between the parties,
whether written or verbal. There are no representations, warranties, agreements or inducements in connection with this Agreement or this
transaction, except as set forth in this Agreement including the Schedules hereto.


 


Section
7.13 Gender. This Agreement of Purchase and Sale and its acceptance shall be read with all changes of gender or number as
required by the context hereof.


 


 


 


 






    	 	13	 



     


    

 


Section
7.14 Adjustments.


 


		(a)	Save
as otherwise expressly provided for herein, the adjustments (the "Adjustments") shall include all operating costs, realty
taxes, local improvements rates and charges, water and assessment rates, current rents (but specifically excluding arrears), utility
deposits (including replacement letters of credit or letters of guarantee therefor), and other adjustments established by the usual practice
for the purchase. and sale of similar property. In addition, the Adjustments shall include the other matters referred to in this Agreement,
which are stated to be the subject of adjustment and shall exclude the other matters in this Agreement, which are stated not to be the
subject of adjustment. The Vendor shall deliver to the Purchaser at least five (5) Business Days prior to the Closing Date a draft Statement
of Adjustment.



 


		(b)	Adjustments shall be made as of the Closing Date. From and after the Closing Date,
the Purchaser shall be responsible for (expect as otherwise provided in this Agreement) all expenses and shall be entitled to all income
from the Property. The Vendor shall be responsible for all expenses and entitled to all income from the Property for that period ending
on the day prior to the Closing Date. Arrears of rent as of the Closing Date are the responsibility of and are to be collected by the
Vendor and Adjustments shall be made without reference to arrears.



 


		(c)	 If
any item subject to adjustment cannot be determined on Closing, an estimate shall be made for purposes of Closing and a final adjustment
shall be made when the particular item can be determined which in any event shall not be later than six (6) months following the Closing
Date.



 


Section
7.16 Items to be Paid by the Vendor. The Vendor and the Purchaser hereby acknowledge and agree that the Vendor shall
pay and be responsible and liable for the following amounts, to the extent such amounts are payable prior to the Closing Date:


 


		(a)	any outstanding real estate or leasing commissions payable in connection with the Existing Leases;



 


		(b)	any tenant inducements or tenant allowances;



 


		(e)	realty taxes incurred or arising in respect of or for the period prior to the Closing Date; and



 


		(d)	all other costs and expenses that the Vendor would be required to pay as the owner of the Property and
as landlord.



 


Section
7.16 HST. No harmonized sales tax ("HST")
shall be paid by the Purchaser to the Vendor with respect to the purchase by the Purchaser of the Property provided that the
Purchaser provides to the Vendor on or prior to the Closing Date a certificate of the Purchaser, in the form provided by the Vendor, containing,
among other things, the Purchaser's registration number for the
purposes of GSTIHST imposed under the Excise Tax Act. In the event that the Purchaser is not so registered, it shall pay to
the Vendor on the Closing Date, HST in addition to the Purchase Price.


 


Section
7.17 Insurance. All buildings on the property and all other things being purchased shall be and remain until Closing
at the risk of Vendor. Pending Closing, the Vendor
shall hold all insurance policies, if any, and the proceeds thereof in trust for the parties as their interests may appear and in the
event of substantial damage, the Purchaser may either terminate this Agreement and have all monies paid returned without interest or deduction
or else take the proceeds of any insurance and complete the purchase. No insurance shall be transferred on completion.


 


Section
7.18 Electronic Counterpart. This Agreement may be executed electronically and in any number of counterparts, each of
which counterparts so executed shall be deemed to be an original and all of which taken together shall be deemed to constitute one and
the same instrument.


 


Section
7.19 Business Day. A Business Day means a day in the week other than a Saturday, Sunday or any other day which is a
statutory holiday in the Province of Ontario. if any date referred to in this Agreement falls on a day that is not a Business Day, it
shall be deemed to be the next Business Day following such date.


 


 


 


 






    	 	14	 



     


    

 


Section
7.20 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein.


 


Section
7.21 Severability. If any provision contained in this Agreement other than a provision respecting an obligation
that forms a material part of the consideration for this Agreement, or the application to any person or circumstance of such a
provision shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is
held invalid or unenforceable, shall not be affected, and each provision of this Agreement shall be separately valid and enforceable
to the fullest extent permitted by law.


 


Section 7.22 Non-merger.
Unless specifically stated otherwise, the covenants, representations, warranties and indemnities set forth in this Agreement shall not
merge in, but be deemed to apply to, all assignments, conveyances, transfers and other documents conveying the Property to the Purchaser
or otherwise provided with respect to the transactions herein, despite the actual terms of such agreements, notwithstanding any rule of
law, equity or statute to the contrary, and all such rules are hereby waived.


 


Section
7.23 Schedules. The following Schedules attached hereto form part of this Agreement:


 


Schedule "A" — The Property


Schedule "B" — Authorization and Direction

Schedule “C” — Right to Show


Schedule “D” — Seller’s
condition


 


[SIGNATURES ON FOLLOWING PAGE]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	15	 



     


    

 


IN WITNESS WHEREOF, the Purchaser has executed this Agreement this
22nd day of December, 2020.


 


	 	JUST IN TIME CAPITAL INC.
	 	 	 
	 	Per:	/s/ signature illegible
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	 	I have authority to bind the corporation




 


IN WITNESS WHEREOF, the Purchaser has executed this Agreement this
6th day of January, 2021.



 


	 	ALTERNATIVE MEDICAL SOLUTIONS INC.
	 	 	 
	 	 	 
	 	Per:	/s/ Dominic Colvin
	 	 	Name: Dominic Colvin
	 	 	Title: President and CEO
	 	 	 
	 	 	I have authority to bind the corporation
	 	 	 
	 	 	 



 




 





	 	JUST IN TIME CAPITAL INC.
	 	 	 
	 	Per:	/s/ signature illegible
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	 	I have authority to bind the corporation








 


CONFIRMATION
OF ACCEPTANCE: Notwithstanding anything contained herein to the contrary, the undersigned confirm this Agreement with all its changes
both typed and written was finally accepted by all parties the ______ day of ___________, 20___ (the “Acceptance Date”).


 


 


	ALTERNATIVE MEDICAL SOLUTIONS INC.	 	JUST IN TIME CAPITAL INC.
	 	 	 	 	 
	 	 	 	 	 
	Per:	/s/ Dominic Colvin	 	Per:	/s/ signature illegible
	 	  Name: Dominic Colvin	 	 	   Name: 
	 	  Title: President and CEO	 	 	   Title: 
	 	 	 	 	 
	 	I have authority to bind the corporation	 	 	I have authority to bind the corporation



 



 


 


 






    	 	16	 



     


    

 



SCHEDULE
“A”


 


THE
PROPERTY


 


	
 




 


 


	THE PROPERTY	 	 
	Legal Description	 	PT LT 7 CON 2 SDR BENTINCK PTS 2 AND 3 16R10457; TOWN OF HANOVER
	PIN No.	 	37211-0962
	Municipal Address	 	595 1st Street Hanover, Ontario


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	17	 



     


    

 


SCHEDULE
“B”


 


AUTHORIZATION AND DIRECTION 


 


	TO:	All Governmental, Quasi-Governmental
and Other Agencies having jurisdiction over the Property



 


	RE:	JUST IN TIME CAPITAL INC. (the "Purchaser") purchase from ALTERNATIVE MEDICAL SOLUTIONS
INC. (the "Owner")



 


	Municipal Address:	595 1st Street, Hanover, Ontario
                                            (the "Property")
	 	 
	Legal Description:	PT LT 7 CON 2 SDR BENTINCK PTS 2 and 3 16R10457; TOWN OF HANOVER
	 	 
	PIN No.:	37211-0962



 


THE
OWNER hereby authorizes and directs you to release true copies of any information in your files with respect to the Property
including results of past inspection visits and copies of any deficiency notices, to the Purchaser, or its solicitors
_____________________________


 


AND
FOR SO DOING a signed facsimile or other copy of this Authorization
and Direction shall be your good and sufficient authority. Please note that this Authorization and Direction does not authorize nor permit
any inspection of the Property.


 


THIS AUTHORIZATION is not a request for, and shall not
authorize, any inspection of the Property.


 


ANY ADDRESSEE may rely on an executed copy of this Authorization
and Direction delivered by electronic transmission, including via facsimile or internet transmission, as if such executed copy were an
original document.


 


DATED thisday of___________________ 20_____


 


ALTERNATIVE MEDICAL SOLUTIONS INC.


 


 


 


Per: _____________________________________



       Name:


       Title:


 


       I have authority to bind the corporation




 


 


 


 


 


 






    	 	18	 



     


    

 


SCHEDULE “C”


 


This Schedule
is attached to and forms part of the Agreement of Purchase and Sale dated December 22, 2020 (the "Purchase Agreement"),


 


	BETWEEN:	ALTERNATIVE MEDICAL SOLUTIONS INC.                        ,
                                      as vendor

                                      (hereinafter referred to as the "Vendor")
	 	 
	AND:	JUST IN TIME CAPITAL INC.                                       ,
             as purchaser
	 	(hereinafter referred to as the "Purchaser")



 


for the purchase and sale of 595 1st Street,
Hanover, Ontario (the "Property")





 



 


All
capitalized terms used herein shall bear the same meaning as prescribed to them in the Purchase Agreement, unless otherwise defined
herein.


 


	1. 	RIGHT TO
  SHOW. The Vendor hereby agrees that after the acceptance date the Purchaser shall be permitted (i) to
advertise or list for lease the Property, or any part thereof; (ii) to show the Property to prospective tenants; (Hi) and to permit anyone
having written authority of the Purchaser to view the Property at reasonable hours, provided, that any lease agreement(s) that the Purchaser
may enter into with such prospective tenants shall be conditional upon the completion of the transaction contemplated in the Purchase
Agreement.




 


SIGNED
the 22nd day of December, 2020


 


 


	ALTERNATIVE MEDICAL SOLUTIONS INC.	 	JUST IN TIME CAPITAL INC.
	 	 	 	 	 
	 	 	 	 	 
	Per:	/s/  Jit Lal Sharma	 	Per:	 
	 	  Name: Jit Lal Sharma	 	 	   Name: 
	 	  Title: President	 	 	   Title: 
	 	 	 	 	 
	 	I have authority to bind the corporation	 	 	I have authority to bind the corporation




 


 



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