PediatRx Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






NONE OF THE SECURITIES TO WHICH THIS PURCHASE AGREEMENT (THE
“AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES 1933 ACT OF
1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. 

SHARE PURCHASE AGREEMENT 

BETWEEN: 

OPEX ENERGY CORP.,an Alberta
corporation with a mailing 
address of 160 Eglinton Avenue East, Suite 406,
Toronto, ON 
Canada M4P 3B5 

(the “Vendor”) 

AND: 

JOSEPH CARUSONE, a
businessman with a mailing address in 
care of Primoris Group Inc., 160
Eglinton Avenue East, Suite 406, 
Toronto, ON Canada M4P 3B5

(the “Purchaser”)


WHEREAS: 

A. The Vendor is the registered and beneficial owner of 600,000
shares (the “Purchase Shares”) of the common stock of PediatRx Inc. (the
“Company”), a company incorporated under the laws of the State of
Nevada; 

B. The Vendor desires to sell the Purchase Shares to the
Purchaser, and the Purchaser desires to purchase the Purchase Shares from the
Vendor on the terms and conditions hereinafter set forth in this Agreement;
and

C. The parties hereto desire to make certain representations,
warranties and agreements in connection with the proposed purchase and sale of
the Purchase Shares and to set forth various conditions to the transactions
contemplated hereby.




- 2 -

THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each of the
parties), the parties covenant and agree as follows: 

1.Purchase and Sale 

1.1 On the basis of the representations and warranties of the
parties to this Agreement and subject to the terms and conditions of this
Agreement, the Purchaser agrees to purchase from the Vendor, and the Vendor
agrees to sell to the Purchaser, the Purchase Shares free and clear of all
liens, charges and encumbrances of any kind whatsoever, except any restrictions
that may be imposed by applicable securities laws.

1.2 The purchase price of the Purchase Shares is the amount of
Seven Thousand Two Hundred Dollars($7,200) (the
“Purchase Price”). 

1.3 The closing of the purchase and sale of the Purchase Shares
(the “Closing”) shall take place on February 28, 2013 or such other date as may
be mutually agreed by the parties hereto.

2.Conditions to Closing and Deliveries by the Parties


2.1 At the Closing, the Vendor will deliver or cause to be
delivered to the Purchaser certificates representing the Purchase Shares
registered in the Purchaser’s name and transferring to the Purchaser good title
to the Purchase Shares, free and clear of all liens, charges and encumbrances of
any kind whatsoever.

2.2 At the Closing, the Purchaser will deliver to Vendor the
Purchase Price.

3.Acknowledgements 

3.1 The Purchaser acknowledges and agrees that none of the
Purchase Shares have been registered under the Securities Act of 1933 (the
“1933 Act”), or under any state securities or “blue sky” laws of any
state of the United States and, unless so registered, they may not be offered or
sold in the United States or, directly or indirectly, to U.S. Persons, as that
term is defined in Regulation S (“Regulation S”) as promulgated by the
Securities and Exchange Commission (the “SEC”) under the 1933 Act, except
in accordance with the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the 1933 Act
and, in each case, in accordance with applicable state and provincial securities
laws:

4. Representations and Warranties 

4.1 The Vendor represents and warrants to the Purchaser (which
representations and warranties shall survive the closing of the transactions
contemplated in this Agreement), with the intent that the Purchaser will rely
thereon in entering into this Agreement and in concluding the purchase and sale
of the Purchase Shares as contemplated herein, that: 




- 3 - 

	 	(a) 	
      the Vendor is the legal and beneficial owner of, and has
      marketable title to, the Purchase Shares free and clear of all liens,
      charges and encumbrances of any kind whatsoever; and

	 	 	 
	 	(b) 	
      the Vendor has the power and capacity and good and
      sufficient right and authority to enter into this Agreement on the terms
      and conditions set forth in this Agreement and to transfer the legal and
      beneficial title and ownership of the Purchase Shares to the
    Purchaser.



4.2 The Purchaser represents and warrants to the Vendor (which
representations and warranties shall survive the closing of the transactions
contemplated in this Agreement), with the intent that the Vendor will rely
thereon in entering into this Agreement and in concluding the purchase and sale
of the Purchase Shares as contemplated herein, that: 

	 	(a) 	
      the Purchaser has the power and capacity and good and
      sufficient right and authority to enter into this Agreement on the terms
      and conditions set forth in this Agreement;

	 	 	 
	 	(b) 	
      this Agreement and all other documents required to be
      executed and delivered by the Purchaser have been duly, or will when
      executed and delivered be duly, executed and delivered by the Purchaser,
      and constitute the legal, valid and binding obligations of the Purchaser,
      enforceable against the Purchaser in accordance with their terms, subject
      to laws of general application relating to bankruptcy, insolvency, the
      relief of debtors, specific performance, injunctive relief and other
      equitable remedies;

	 	 	 
	 	(c) 	
      the Purchaser has not taken any action which would impose
      any obligation or liability to any person for finder’s fees, agent’s
      commissions or like payments in connection with the execution and delivery
      of this Agreement or the consummation of the transactions contemplated
      hereby;

	 	 	 
	 	(d) 	
      the Purchaser is not a “U.S. Person”, as that term is
      defined in Rule 902 of Regulation S, promulgated by the SEC under the 1933
      Act;

	 	 	 
	 	(e) 	
      the sale of the Purchase Shares to the Purchaser as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Purchaser;

	 	 	 
	 	(f) 	
      the Purchaser understands and agrees that none of the
      Purchase Shares have been registered under the 1933 Act, or under any
      state securities or “blue sky” laws of any state of the United States,
      and, unless so registered, may not be offered or sold in the United States
      or to U.S. Persons, as that term is defined in Regulation S under the 1933
      Act, except pursuant to an exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(g) 	
      the Purchaser is acquiring the Purchase Shares as
      principal for its own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in such Purchase
  Shares;







- 4 - 

	 	(h) 	
      the Purchaser (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Purchase
      Shares for an indefinite period of time;

	 	 	 
	 	(i) 	
      the Purchaser understands and agrees that the Purchase
      Shares are being offered only in a transaction not involving any public
      offering within the meaning of the 1933 Act; and

	 	 	 
	 	(j) 	
      the Purchaser is not acquiring the Purchase Shares as a
      result of any form of general solicitation or general advertising
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general
advertising.



5. Legending and Registration of Subject Shares


5.1 The Purchaser hereby acknowledges that a legend will be
placed on the certificates representing the Purchase Shares to the effect that
the Purchase Shares represented by such certificates are subject to a hold
period and may not be traded until the expiry of such hold period except as
permitted by applicable securities legislation. 

5.2 The Purchaser hereby acknowledges and agrees to the Company
making a notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on transfer
set forth and described in this Agreement. 

6. Termination 

6.1 This Agreement may be terminated at any time prior to the
Closing (a) by the mutual consent of the Purchaser and the Vendor, or (b) by any
party hereto if the Closing has not occurred on or before March 31, 2013.


6.2 In the event of the termination of this Agreement, this
Agreement shall terminate and the parties shall have no liabilities or
obligations to each other hereunder; provided that nothing contained herein
shall relieve any party of liability for fraud or willful breach of this
Agreement. 

7. Indemnity 

7.1 Each party agrees to indemnify the other and their
respective directors, officers, employees and agents (the “Indemnitees”)
against, and to hold the Indemnitees harmless from, any and all losses, claims,
damages, liabilities and expenses (including without limitation reasonable
attorney fees and disbursements and other expenses incurred in connection with
investigating, preparing or defending any action, claim or proceeding, pending
or threatened and the costs of enforcement thereof) to which such Indemnitees
(or any of them) may become subject as a result of (a) any breach of any representation,
warranty, covenant or agreement made by or to be performed on the part of either
party under this Agreement.




- 5 -

8. Further Assurances 

8.1 The parties to this Agreement hereby agree to execute and
deliver all such further documents and instruments and do all acts and things as
may be necessary or convenient to carry out the full intent and meaning of and
to effect the transactions contemplated by this Agreement. 

9. Governing Law 

9.1 This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada. 

10. Survival 

10.1 This Agreement, including without limitation the
representations and warranties contained herein, shall survive and continue in
full force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Purchase Shares as contemplated herein for a
period of three years from the date of closing of the transactions contemplated
herein. 

11. Assignment 

11.1 This Agreement is not transferable or assignable.


12. Electronic Means 

12.1 Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date set forth on page one of this Agreement.


13. Severability 

13.1 The invalidity or unenforceability of any particular
provision of this Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Agreement. 

14. Entire Agreement 

14.1 Except as expressly provided in this Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Agreement contains the entire agreement between the parties with respect to
the sale of the Purchase Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law. 




- 6 - 

15. Notices 

15.1 Any notice required or permitted to be given under this
Agreement will be validly given if in writing and hand delivered or sent by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy, addressed to the applicable party at its
address indicated on the first page of this Agreement or to such other address
as any party may specify by notice in writing to the other. Any notice delivered
on a business day will be deemed conclusively to have been effectively given on
the date notice was delivered and any notice given by electronic communication
will be deemed conclusively to have been given on the date of such
transmission. 

16. Counterparts 

16.1 This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. 

17. Currency 

17.1 Unless otherwise provided, all dollar amounts referred to
in this Agreement are in lawful money of the United States. 

18. Independent Legal Advice 

18.1 Both parties acknowledge that: 

	 	(a) 	
      this Agreement was prepared by Clark Wilson
LLP;

	 	 	 
	 	(b) 	
      Clark Wilson LLP received instructions from the Company
      and does not represent either of the Purchaser or the Vendor;

	 	 	 
	 	(c) 	
      each of the Vendor and the Purchaser has been advised to
      obtain his own independent legal advice on this Agreement prior to signing
      this Agreement;

	 	 	 
	 	(d) 	
      each of the Vendor and the Purchaser has been given
      adequate time to obtain independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, the Vendor and the Purchaser
      each confirms that he fully understands this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, each of the Vendor and the Purchaser waives his
      right to obtain independent legal advice.



19. Time of the Essence 

19.1 Time is of the essence of this Agreement. 




- 7 - 

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the 5th day of April, 2013. 

OPEX ENERGY CORP. 

	By:/s/ Joseph
      Carusone 	 
	Joseph Carusone, President 	 
	  	 
	  	 
	  	 
	  	 
	/s/ Joseph
      Carusone 	 
	JOSEPH CARUSONE