Exhibit 10.13


SHARE
EXCHANGE AGREEMENT


 


 


THIS SHARE
EXCHANGE AGREEMENT is made effective the 9th
day of March, 2020.


 


AMONG:


 


AGRITEK
HOLDINGS INC.,


a corporation
existing under the laws of Delaware (hereinafter referred to as the
"Purchaser")


 


- and -


 


FULL
SPECTRUM BIOSCIENCES INC.


a corporation
existing under the laws of the state of Colorado (hereinafter referred to as
"FSB subsidiary")


 


-and-


 


The majority
shareholders of Agritek Holdings Inc. listed in the
attached Schedule "A" (which shareholders, together, if applicable, with
any persons that become shareholders of Agritek
Holdings Inc. prior to Closing, hereinafter collectively referred to as, the
"Shareholders", and individually as, a "Shareholder")


 


WHEREAS
on the terms and subject to the conditions
herein set forth, the Purchaser desires
to purchase from the Shareholders all of the issued
common shares of Full Spectrum Biosciences
(FSB) (the "Purchased Shares"), representing all of the
issued and outstanding shares of Full
spectrum Biosciences as at the date of
this Agreement, and the Shareholders desire
to sell the Purchased Shares to the Purchaser.


 


NOW
THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the premises and the
respective covenants and agreements herein contained, the parties hereto covenant
and agree as follows:


 


 


ARTICLE
I


INTERPRETATION


 


		1.1	Definitions



 


In
this Agreement, unless otherwise defined, capitalized words and terms
shall have the following meanings:


 


		(a)	"Agreement" means
this share exchange agreement as the same may be supplemented
or amended from time to time;



 


		(b)	"Alternative
                                                             Transaction" means any of the following (other than the
                                                             transactions contemplated by this Agreement): (a) any merger,
                                                             amalgamation, arrangement, share exchange, take-over bid, tender
                                                             offer, recapitalization, consolidation or other business combination
                                                             directly or indirectly involving FSB, or any
                                                             analogous transaction whereby FSB becomes directly or indirectly publicly
                                                             listed; (b) any acquisition of
                                                             all or substantially all of the assets of FSB
                                                             (or any lease, long-term supply agreement,
                                                             exchange, mortgage, pledge or other arrangement having a similar
                                                             economic effect), (c) any acquisition of beneficial ownership of 50% or more
                                                             of FSB’s common shares in a single
                                                             transaction or a series of related
                                                             transactions, (d) any acquisition by FSB of any assets or capital
                                                             stock of another person (other than acquisitions of capital
                                                             stock or assets of any other person
                                                             that are not, individually or in the aggregate, material
to FSB, or (e) any bona fide
proposal to, or public announcement
of an intention to, do any of the foregoing
on or before the Termination Date;



 





		(c)	"BCA" means the Business
Corporations Act ;



 


		(d)	"Books and Records"
means all technical, business and financial records, financial books and records
of account, books, data, reports, files, lists,
drawings, plans, logs, briefs, customer and supplier lists, deeds, certificates, contracts,
surveys, title opinions or any other documentation and information
in any form whatsoever (including written, printed, electronic or computer
printout form) relating to a corporation and its business;



 


		(e)	"Business Day" means a day
which is not a Saturday, Sunday or a statutory
holiday in the US;



 


		(f)	"Closing" means
the completion of the Transaction in accordance with the terms
and conditions of this
Agreement;



 


		(g)	"Closing Date" means
the date of Closing, which shall be
the fifth Business Day following the satisfaction
or waiver of all conditions
to the obligations of the parties
to consummate the Transaction (other than conditions
that are satisfied with respect to actions the respective parties will
take at the Closing itself), or such
other date as the parties may mutually
determine;



 


		(h)	"Common Shares" means common shares in the capital
of the Purchaser;



 


		(i)	"Contracts" (individually,
a "Contract") means all written or
oral outstanding contracts and agreements, leases (including the real property leases), third-party
licenses, insurance policies, deeds, indentures, instruments, entitlements, commitments, undertakings and orders
made by or to which a party is
bound or under which a party has, or
will have, any rights or obligations
and includes rights to use, franchises, license
and sub-licenses agreements and agreements for
the purchase and sale of assets or shares;



 


		(j)	"Corporate Records"
means the corporate records of a corporation,
including (i) its articles, by-laws or other constating documents, any unanimous
shareholders agreement and any amendments thereto; (ii) all minutes of meetings
and resolutions of shareholders,
directors and any committee thereof; (iii) the share
certificate books, register of shareholders,
register of transfers and registers of
directors and officers; and (iv)
all accounting records;






 


		(k)	"OTC" means the OTC markets, OTCQB exchange, operated by the
OTC Markets Inc.;



 


		(l)	"Disclosure Document"
means a listing statement, filing statement, information circular or other
similar document, as the
case may be, in any case prepared
in accordance with the policies of the
OTC in connection with the Transaction
contemplated herein (including - "Fundamental Changes and Changes
of Business");



 


		(m)	"Disclosure Letter"
means a letter of even date with
this Agreement from FSB to the Purchaser that
is described as the ‘Disclosure Letter’;



 


		(n)	"Disclosed" means,
in the case of the Shareholders and FSB, fairly
disclosed (with sufficient details to identify the nature
and scope of the matter disclosed) in
the Disclosure Letter, and, in the case
of the Purchaser, fairly disclosed in writing
to FSB prior to the date of this
Agreement (with sufficient details to identify the nature and scope of the
matter disclosed);



 


		(o)	"Escrow Agent"
means Action Stock Transfer, or such other escrow agent as may
be agreed to by the Purchaser and FSB,
each acting reasonably;



 


		(p)	"Financing" means
the non-brokered private placement of up to 10,000,000 units of
the Purchaser at a price of $0.10
per unit, with each unit consisting
of one Common Share and one common
share purchase warrant,
each warrant being exercisable at a price of
$0.15 per Common Share for a period
of 24 months from the date of issuance
for gross proceeds of up to $1,000,000 and not
less than $750,000;






 





		(q)	"Finder" means
a business to a person or organization
for bringing to its attention financial investors, potential new employees,
or buyers or sellers
whose relationship with the business will materially benefit it.;



 


		(r)	"Finder’s
Fee Agreement" means the finder’s
fee agreement between the Purchaser and the Finder
which contemplates, among other things, that a transaction
fee will be paid to the Finder
by the Purchaser as a finder’s
fee, by issuance of the Finder’s
Fee Shares as contemplated in this
Agreement;



 


		(s)	"Finder’s
Fee Shares" means ●Common
Shares to be issued by the
Purchaser to the Finder as a finder’s fee;



 


		(t)	"Governmental Authority"
means any (a) multinational, federal, provincial, territorial, state, regional, municipal,
local or other government, governmental or public
department, court, tribunal, commission, board or agency,
domestic or foreign, or (b) regulatory
authority, including any securities commission, gaming commission or
stock exchange, including the OTC;



 


		(u)	"IFRS" means International Financial Reporting Standards;



 


		(v)	"IP" means any
and all intellectual property or proprietary
rights arising at law or in equity, including,
without limitation, (i) patents, all patent rights and all patent
rights and all applications therefor and all reissues, re-examinations, continuations,
continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions
(whether patentable or not), discoveries, improvements, concepts, innovations
and industrial models, (iii) registered
and unregistered copyrights, copyright registrations and applications,
mask works and mask work registrations and applications
therefor, author’s rights and works of authorship,
(iv) URLs, web sites, web pages
and any part thereof, (v) technical information,
know-how, trade secrets, drawings, designs, design protocols,
specifications, proprietary data, customer lists, databases, proprietary and
manufacturing processes, technology, formulae, and algorithms, (vi) trade names, trade dress,
trademarks, domain names, service marks, logos, business names, and registrations
and applications therefor, (vii) industrial
designs or design patents, whether or not patentable
or registrable, patented or registered
or the subject of
applications for registration or patent
or registration and all rights of
priority, applications, continuations, continuations-in-part, divisions, re-examinations,
reissues and other derivative applications
and patents therefor, (viii) licenses, contacts and agreements otherwise relating to the
IP, and (ix) the goodwill symbolized or represented
by the foregoing;



 


		(w)	"laws" means all
statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws,
judicial or arbitral
or administrative or ministerial or departmental
or regulatory judgments, orders, decisions, rulings
or awards, or any provisions
of the foregoing, including general principles of
common and civil law and equity, binding
on or affecting the person referred to
in the context in which such word
is used; and "law" means
any one of them;



 


		(x)	"Licensed IP" means all IP
that is licensed to FSB under
the terms of a license agreement or otherwise;



 


		(y)	"Lien" means
any mortgage, encumbrance, charge, pledge, hypothecation, security interest, assignment,
lien (statutory or otherwise), charge, title retention agreement or arrangement,
restrictive covenant or other encumbrance
of any nature or
any other arrangement or condition, which,
in substance, secures payment, or performance
of an obligation;



 


		(z)	"Listing Statement"
means the listing statement of Purchaser
pertaining to the Transaction and in the
form prescribed by the OTC Markets;



 


(aa)
"Material Adverse Effect" means (i) any change, effect, fact,
circumstance or event which,
individually or when taken together with any other changes,
effects, facts, circumstances or events, could reasonably be expected
to be materially adverse to the assets,
liabilities, condition (financial or otherwise), business, properties or results of operation of
the Purchaser or FSB, as applicable,
or (ii) a material impairment of
or delay in the ability of the parties
(or any one of them) to perform
their obligations hereunder or consummate
the Transaction;


 


(bb) "Material
Contract" means any Contract to which
a person is a party and which
is material to such person, including any Contract:
(i) the termination of which
would have a Material Adverse Effect on such person;
(ii) any contract which would result in payments
to or from such person or
its subsidiaries (if any) in excess
of $25,000, whether payable in one payment
or in successive payments; (iii) any agreement
or commitment relating to the borrowing
of money or to capital expenditures;
and (iv) any agreement or commitment
not entered into in the ordinary course
of business;


 


(cc)"material
fact" shall have
the meaning ascribed to it in the Securities
Act (US);


 


(dd)"misrepresentation"
shall have the meaning ascribed to it in the Securities
Act (US);


 


(ee)"New
FSB Shareholder" has the meaning set forth in Section
2.01;


 


(ff)"Payment
Shares" has the meaning set forth
in Section 2.02;


 


(gg) "person"
includes an individual, sole proprietorship, partnership,
limited partnership, unincorporated association or organization, unincorporated syndicate,
body corporate, trust, trustee, executor,
administrator, legal representative or any agency or instrumentality
thereof;


 


(hh)"FSB
Assets" means the assets of FSB as shown
in the FSB Financial Statements;


 


(ii)"FSB
Financial Statements" has the meaning set forth in Section
5.03(j); (jj)"FSB Material Contracts" has the meaning set
forth in Section 5.03(p);


 


(kk) "FSB
Shareholder Consent Agreement" means the consent agreement to be
entered into between the Purchaser
and each New FSB Shareholder by the Time of Closing,
substantially in the form attached
hereto as Schedule "B";


 


(ll) "Public
Record" means the information relating to the Purchaser contained in all
press releases, material change reports,
financial statements and related management’s discussion and
analysis, information circulars and all other documents of the
Purchaser which have been filed
on the System for Electronic Document Analysis
and Retrieval (EDGAR);


 


(mm)"Purchased
Shares" has the meaning set forth
in the recitals to this Agreement;


 


(nn)"Purchaser Financial Statements"
has the meaning set forth in
Section 5.01(j);


 


(oo)"Purchaser
Material Contracts" has the meaning set forth in Section 5.01(p);


 


(pp)"Regulation
D" means Regulation D under the U.S. Securities Act;


 


(qq)"Regulation
S" means Regulation S under
the U.S. Securities Act;


 


(rr) "Securities
Laws" means the securities legislation having application, the regulations
and rules thereunder and all administrative
policy statements, instruments, blanket orders, notices, directions and rulings issued or
adopted by the applicable securities
regulatory authority, all as amended;


 


(ss) "EDGAR"
means the Electronic Data Gathering Analysis and Retrieval of the US
Securities Administrators;


 


(tt)
"Shareholders" and "Shareholder" have the respective meanings set forth
in the recitals to this Agreement;


 


(uu)
"Shareholders’ Approval" means, if required,
approval of the Transaction by
shareholders of the
Purchaser in accordance with the policies of the OTC
and applicable securities laws,
which approval may be obtained
by written consent of such
shareholders;


 


(vv)"Tax
Act" means the Income Tax Act
(US);


 


(ww)
"Termination Date" means May 31, 2020, or such later date
as may be agreed in writing
between the Purchaser and Phyto FSB;


 


(xx) "Time
of Closing"
means 10:00 a.m. (Eastern time) on
the Closing Date, or such
other time as the parties may mutually
determine;


 


(yy) "Transaction"
means the purchase and sale of the Purchased
Shares in accordance with the terms
of this Agreement;


 


(zz)
"United States" means the United States of America, its
territories and possessions, any state
of the United States and the District
of Columbia;


 


(aaa) "U.S.
Person" means a U.S. person
as defined in Rule 902(k)
of Regulation S under the U.S.
Securities Act;


 


(bbb) "U.S.
Shareholder" means (i) a U.S. Person, (ii) any person who
receives or received an offer
of the Payment Shares while
in the United
States; (iii) any person acquiring the Payment Shares on behalf
of, or for the account or
benefit of any U.S. Person or
any person in the United States, or
(iv) any person who is or was
in the United States at the
time when such person
executed or delivered this Share Exchange Agreement; and


 


(ccc)"U.S.
Securities Act" means the United States Securities Act of 1933, as amended.


 


		1.2	Currency



 


All
sums of money which are referred
to in this Agreement are expressed in
lawful money of the United States unless otherwise
specified.


 


		1.3	Interpretation Not Affected by Headings,
etc.



 


The division
of this Agreement
into articles, sections and other portions
and the insertion of headings
are for convenience of reference only
and shall not affect the construction
or interpretation of this
Agreement. Unless otherwise indicated, any reference in this
Agreement to an Article, Section or
a Schedule or Exhibit refers to the specified
Article or Section of, or Schedule
or Exhibit to this Agreement.


 


		1.4	Number, etc.



 


Unless
the subject matter or context
requires the contrary, words importing the singular
number only shall include the plural and vice
versa; words importing the use of
any gender shall include all genders and words
importing persons shall include natural persons, firms, trusts, partnerships and corporations.


 


		1.5	Date for Any Action



 


In
the event that any date on which
any action is required or permitted to
be taken hereunder by any person is not
a Business Day, such action
shall be required
to be taken on the
next succeeding day which is a Business
Day.


 





		1.6	Statutory References



 


Any
reference in this Agreement to a statute
includes all regulations and rules made thereunder, all
amendments to such statute in force from time
to time and any statute, regulation or
rule that supplements or supersedes such
statute, regulation or rule.


 


		1.7	Accounting Principles



 


Wherever
in this Agreement reference is made to
generally accepted accounting principles, such reference shall be deemed
to be the International Financial Reporting Standards or the United
States generally accepted accounting principles, as applicable, approved by the International
Accounting Standards Board or an SEC Peer Approved Auditing Firm, the Chartered
Accountants Board, , as the case may be, or any successor
thereto, applicable as at the date on which a calculation
is made or required to be made in accordance
with generally accepted accounting principles.


 


		1.8	Knowledge



 


		(a)	Any reference herein to "the
knowledge of the Purchaser" (or similar
expressions) will be deemed to
mean the actual knowledge of B.
Michael Friedman, the Chief Executive Officer of
the Purchaser, together with the knowledge
such person would have had if they had
conducted a diligent inquiry into the
relevant subject matter.



 


		(b)	Any reference herein
to "the knowledge of FSB"
(or similar expressions) will be deemed
to mean the actual knowledge of
Isa Peguero Friedman, the President
of FSB, together with the knowledge
such person would have had if they had conducted
a diligent inquiry into the relevant subject matter.



 


		(c)	Any reference herein
to "the knowledge of the Shareholder"
(or similar expressions) will be deemed to mean
the actual knowledge of the
applicable Shareholder, together with the knowledge such person
would have had if they had conducted a diligent
inquiry into the relevant subject matter.



 


 


ARTICLE
II


PURCHASE
AND SALE OF PURCHASED SHARES


 


		2.1	Purchase and Sale



 


Subject
to the terms and conditions hereof, each
of the Shareholders covenants
and agrees to sell, assign and transfer
to the Purchaser and the Purchaser covenants
and agrees to purchase from the Shareholders,
the number of Purchased Shares which
are beneficially owned by such
Shareholder at the Time of Closing.


 


It
is acknowledged and agreed that, prior
to Closing, the Shareholders may transfer
some or all of their
common shares of
FSB to a trustee or nominee
shareholder (the "New FSB Shareholder")
(while retaining beneficial ownership) as part of personal
tax planning and the Purchaser shall be notified
in writing of any such transfer
not less than five (5) business days prior
to Closing, on condition that such transferring
Shareholder obtains the consent and agreement
of the New FSB Shareholder to the
Transaction evidenced by the execution and delivery
by such New FSB Shareholder of a Shareholder
Consent Agreement (the "FSB Shareholder
Consent Agreement") in the form attached
as Schedule "B" hereto. The parties agree that the New FSB Shareholder
shall become a party to and be bound by this
Agreement holding the FSB Shares previously registered in the name
of the transferor of those
Purchased Shares.


 


In
addition, for greater certainty,
if any Shareholder otherwise may acquire
any additional common shares of FSB
(for example, from another shareholder of FSB
that might not be a party to this Agreement,
or with the consent of the Purchaser),
such additional shares so acquired shall form
part of the Purchased Shares and the Shareholder
covenants and agrees to sell, assign
and transfer to the Purchaser and the
Purchaser covenants and agrees to purchase
from such Shareholder the additional
common shares of FSB held by such
Shareholder so acquired, in addition
to the Purchased Shares.


 





		2.2	Purchase Price



 


In
consideration for the acquisition of the
Purchased Shares, the Purchaser shall issue from treasury to the Shareholders
of FSB a pro rata in proportion
to their holdings of Purchased Shares at the
Time of Closing, an aggregate of
10,000,000 Common Shares (the "Payment
Shares") to the Shareholders. The Payment Shares are being issued
at a deemed value of $0.015
per Payment Share ($150,000) in restricted
common shares. Shares shall be held
in journal entry in the Corporate name
"Full Spectrum Biosciences Inc." until the acquisition
is completed and shall vest in no less than six (6) months
to the assignee or the sole officer or
shareholder (Seller) of Full Spectrum Biosciences
at the time of acquisition.


 


		2.3	Tax Election



 


The Purchaser
agrees that, at the request and expense
of any Shareholder, it shall
sign and execute a Form prepared by said Shareholder
for the purpose of making a joint
election to have the provisions
of subsection of the Tax Act apply to
the transfer. It shall be the responsibility
of the Shareholder making the request
to prepare and file
the Tax Form with the Internal Revenue
Service. The Purchaser shall not be
liable for any damages arising to a Shareholder
for a late filing of the
Form or any errors or omissions
on the Form.


 


Notwithstanding
anything contained in this Agreement,
the Purchaser does not assume and shall
not be liable for any taxes under the
Tax Act or any other amount whatsoever which
may be or become payable by Shareholders
including, without limiting the generality of the foregoing, any taxes
resulting from or arising as a consequence
of the sale by Shareholders
to the Purchaser of the Purchased Shares herein
contemplated, or the availability (or lack thereof)
of the provisions of the
appropriate subsection of the Tax
Act, or the content or
impact of any election made under the subsection
of the Tax Act.


 


		2.4	Restrictions on Resale



 


Each of
the Shareholders acknowledges and agrees
as follows:


 


		(a)	the transfer of
the Purchased Shares and the issuance
of the Payment Shares in exchange therefor,
will be made pursuant to appropriate
exemptions (the "Exemptions") from the formal takeover
bid and registration and prospectus (or
equivalent) requirements of the Securities Laws;



 


		(b)	that the OTC,
in addition to any restrictions on transfer
imposed by applicable Securities Laws, may
require certain of the
Payment Shares to be held in escrow in
accordance with the policies of
the OTC;



 


		(c)	as a consequence of acquiring the Payment
Shares pursuant to the Exemptions:



 


		(i)	the Shareholder will
be restricted from using certain
of the civil remedies available under the Securities
Laws;



 


		(ii)	the Shareholder may
not receive information that might otherwise be required
to be provided to the Shareholder,
and the Purchaser is relieved from certain
obligations that would otherwise apply under Securities Laws if the
Exemptions were not being relied upon by the Purchaser;



 


		(iii)	no securities commission, stock
exchange or similar regulatory authority
has reviewed or passed on the merits
of an investment in the Payment Shares;



 


		(iv)	there is no government or other
insurance covering the Payment Shares; and



 


		(v)	an investment in the Payment Shares
is speculative and of high risk;



 


		(d)	the certificates representing
the Payment Shares will bear such legends as required
by Securities Laws and the policies of
the SEC and OTC and it is the responsibility
of the Shareholder to find out what
those restrictions are and to comply with them before selling the Payment
Shares; and



 


		(e)	the Shareholder is knowledgeable
of, or has been independently advised
as to, the applicable laws of that jurisdiction
which apply to the sale of the Payment
Shares, and the issuance of the Payment
Shares, and which may impose
restrictions on the resale of such
Payment Shares in that jurisdiction and it is the
responsibility of the Shareholder to find
out what those resale restrictions are,
and to comply with them before selling
the Payment Shares.



 


		(f)	the status of developments
and negotiations with respect to such Transaction
Proposal, inquiry, offer or request, including
any changes, modifications or other amendments
to any such Transaction Proposal, inquiry, offer
or request.



 


 


		2.5	Disclosure Document



 


(i)
Promptly after the execution of
this Agreement, the Purchaser and FSB
shall jointly prepare and complete any other documents required by the OTC,
applicable Securities Laws and other applicable laws and the rules and policies
of the OTC in connection with the Transaction,
and Purchaser shall, as promptly as reasonably
practicable after obtaining the approval of
the OTC as to the final filing statements
on EDGAR.


 


(ii)
The Purchaser represents and warrants that the filings will comply in all material
respects with all applicable laws
(including applicable securities law), and,
without limiting the generality of the
foregoing, that any filings shall not contain any untrue
statement of a material fact or
omit to state a material fact required
to be stated therein or necessary to
make the statements contained therein
not misleading in light of the circumstances
in which they are made (provided that
the Purchaser shall not be responsible for the
accuracy of any information relating to FSB
that is furnished in writing by
FSB for inclusion in any future
public filings).


 


(iii)
FSB represents and warrants that any information or disclosure
relating to FSB that is furnished
in writing by FSB for inclusion in any
proposed future Listing Statement will comply in all
material respects with all applicable laws (including applicable Securities Laws), and, without limiting the generality
of the foregoing, that the Listing Statement
shall not contain any untrue statement of a material
fact or omit to state a material fact
required to be stated therein or necessary
to make the statements contained therein not
misleading in light of the circumstances
in which they are made (provided that
FSB shall not be responsible
for the accuracy of any information relating
to the Purchaser that is furnished in writing
by the Purchaser for inclusion in the Listing
Statement).


 


(iv)
FSB, the Purchaser and their
respective legal counsel shall be given a reasonable
opportunity to review and comment
on drafts of any future
Listing Statement and other documents related thereto, and reasonable consideration
shall be given to any comments
made by FSB, the Purchaser and
their respective counsel, provided that all information relating solely
to the Purchaser included in the Listing Statement shall be in form
and content satisfactory to the Purchaser, acting
reasonably, and all information relating solely to FSB
included in the Listing Statement shall be in form
and content satisfactory to FSB, acting reasonably.


 


(v)
The Purchaser and FSB shall promptly
notify each other if at any time
before the date of filing in respect
of the Listing Statement, either party becomes
aware that the Listing Statement contains
an untrue statement of a material fact
or omits to state a material
fact required to be stated therein or necessary
to make the statements contained therein
not misleading in light of the circumstances
in which they are made, or that
otherwise requires an amendment or supplement
to the Listing Statement and the parties shall
cooperate in the preparation of
any amendment or supplement to such documents,
as the case may be, as required
or appropriate.


 





		2.6	Finder’s F ee Shares



 


The parties
acknowledge and agree that the Purchaser and any Finder have agreed that the transaction
fee payable under any Finder’s
Fee Agreement will be
paid to the Finder as a finder’s
fee, by issuance of the
Finder’s Fee Shares. At the Time of Closing
the Purchaser shall issue from treasury
to the Finder the Finder’s Fee Shares, as payment of
a finder’s fee, which Common
Shares shall be issued at a deemed
value of $0.15 per Common Share.


 


 


ARTICLE
III 


CONDITIONS OF CLOSING


 


		3.1	Conditions of
Closing in Favour of
the Purchaser



 


The obligations
of the Purchaser to complete
the Transaction are subject to the fulfillment
of the following conditions
on or before the Time of Closing:


 


		(a)	the Shareholders and FSB
shall have tendered all closing deliveries set forth in Sections 4.03 and 4.04,
respectively, including delivery of the Purchased
Shares, duly endorsed in blank for transfer or
accompanied by duly executed stock transfer
powers;



 


		(b)	receipt of evidence of the approval
of the Shareholders, if applicable;



 


		(c)	on or before the Closing
Time, FSB shall have obtained the consent of each of
the New FSB Shareholders,
if any, evidenced by the delivery of the
FSB Shareholder Consent Agreements;



 


		(d)	the Common Shares, including
the Payment Shares and the Finder’s Fee
Shares, shall have been approved
for listing on the OTC, subject to the
usual requirements of the OTC in respect
of transactions of
the nature of the Transaction as contemplated
herein;



 


		(e)	Any Financing shall
have been completed or if completed
in escrow pending the Closing, then all
conditions necessary to release such
escrow shall have been satisfied (other than
the completion of the Transaction);



 


		(f)	neither FSB nor any of the Shareholders
shall have violated Section 9.01;



 


		(g)	the representations and warranties
of FSB set forth in this
Agreement shall have been true and correct
as of the date hereof and shall be true
and correct at the Time of Closing
in all respects (in the case of
any representation or warranty
containing any materiality or Material
Adverse Effect qualifier) or in all material respects (in the case of any representation
or warranty without any materiality or
Material Adverse Effect qualifier), except as affected
by the transactions contemplated by this
Agreement, and a certificate of a senior
officer of FSB to this effect shall have
been delivered to the Purchaser;



 


		(h)	all of the terms,
covenants and conditions of this
Agreement to be complied with or performed
by FSB at or before the Time of Closing
will have been complied with or performed
and a certificate of a senior officer
of FSB to this effect shall have been delivered
to the Purchaser;



 


		(i)	the representations and warranties
of the Shareholders set forth in this
Agreement shall have been true and correct in all material respects as
of the date hereof and shall be true
and correct in all material respects as of the Time of Closing
and delivery by each Shareholder of the
documents described in Section 4.04 required
to be delivered by such Shareholder
shall constitute a reaffirmation and confirmation by such
Shareholder of such representations
and warranties;



 


		(j)	all of the terms, covenants
and conditions of this Agreement to be
complied with or performed
by the Shareholder at or before the Time
of Closing will have been
complied with or performed and delivery
of the documents described in Section 4.04 shall
constitute confirmation of such compliance
and performance;



 


		(k)	the Purchaser shall be satisfied
with the results of its due diligence investigations relating to FSB
and the Transaction, acting reasonably;



 


		(l)	each of the principals of FSB
will enter into a form of confidentiality
and indemnity agreement satisfactory to the Purchaser prior to the Closing
Date;



 


		(m)	all consents, assignments, waivers,
permits, orders and approvals of all Governmental Authorities
or other persons, including all those party to the
material contracts listed in Schedule 5.03(p), necessary to conduct
the business of FSB
or permit the completion of the
Transaction shall have been obtained or have been attempted to be obtained
on a best efforts basis;



 


		(n)	there shall not have been after
the date of this Agreement any
Material Adverse Effect with respect to FSB;



 


		(o)	there shall be no
action taken under any applicable law
by any court or Governmental
Authority that makes it illegal or
restrains, enjoins or prohibits the Transaction,
results in a judgment or assessment
of damages relating to the Transaction that
is materially adverse to the Purchaser or
FSB or that could reasonably be expected
to impose any condition or
restriction upon the Purchaser or FSB
which, after giving effect to the Transaction,
would so materially and adversely impact
the economic or business benefits of the Transaction as to render
inadvisable the consummation of the Transaction;



 


		(p)	there shall be no legislation
(whether by statute, regulation, order-in-council, notice of ways
and means motion, by-law or otherwise) enacted,
introduced or tabled which, in the opinion
of the Purchaser, acting reasonably, adversely affects or may
adversely affect the Transaction; and



 


		(q)	the Closing Date shall be on or before
the Termination Date.



 


The foregoing
conditions precedent are for the benefit of the Purchaser
and may be waived by the Purchaser,
in whole or in part, without prejudice
to the Purchaser’s right to rely
on any other condition in favour of the
Purchaser.


 


		3.2	Conditions of Closing
in Favour of Full
Spectrum Biosciences and the Shareholders



 


The obligations
of FSB and the Shareholders to complete
the Transaction are subject to the fulfillment of the following
conditions on or before the Time
of Closing:


 


		(a)	the Purchaser shall have tendered all
closing deliveries set forth in Section 4.02 including
delivery of the Payment Shares and evidence of the Shareholders’
Approval, if required;



 


		(b)	the Payment Shares shall have
been approved for listing on the OTC, subject
to the usual requirements of the OTC in respect
of transactions of the nature
of the Transaction as contemplated herein;



 


		(c)	all consents, waivers, permits, orders
and approvals of all Governmental Authorities
or other persons, including, if applicable,
all those party to the material contracts listed in Schedule
5.01(q) necessary to permit the completion of the
Transaction shall have been obtained;



 


		(d)	the Purchaser shall not have violated Section 9.02;



 


		(e)	the representations and warranties
of the Purchaser set forth in this Agreement
shall have been true and correct
as of the date hereof and shall be true
and correct at the Time of Closing
in all respects (in the case of any representation
or warranty containing any materiality
or Material Adverse Effect qualifier) or in all
material respects (in the case of any representation
or warranty without any materiality or
Material Adverse Effect qualifier), except as affected
by the transactions contemplated by this
Agreement, and a certificate of a senior
officer of the Purchaser to this effect
shall have been delivered to the
Shareholders;



 


		(f)	all of the terms, covenants
and conditions of this Agreement to be
complied with or performed
by the Purchaser at or before the Time
of Closing will have been complied
with or performed and a certificate
of a senior officer of
the Purchaser to this effect shall have
been delivered to the Shareholders and
FSB;



 


		(g)	the Shareholders and FSB
shall be satisfied with the results
of their due diligence
investigations relating to the Purchaser
and the Transaction, acting reasonably;



 


		(h)	there shall not have been after
the date of this
Agreement any Material Adverse Effect with respect to the Purchaser;



 


		(i)	Any Financing shall
have been completed or if completed
in escrow pending the Closing, then all
conditions necessary to release such
escrow shall have been satisfied (other
than completion of the Transaction);



 


		(j)	concurrently with the completion
of the Transaction, the Purchaser
will issue the Finder’s Fee Shares to the Finder;



 


		(k)	there shall be no
action taken under any applicable law
by any court or Governmental
Authority that makes it illegal or
restrains, enjoins or prohibits the Transaction,
results in a judgment or assessment
of damages relating to the Transaction that
is materially adverse to the Purchaser or
FSB or that could reasonably be expected
to impose any condition or
restriction upon the Purchaser or FSB
which, after giving effect to the Transaction,
would so materially and adversely impact
the economic or business benefits of the Transaction as to render
inadvisable the consummation of the Transaction;



 


		(l)	there shall be no legislation
(whether by statute, regulation, order-in-council, notice of ways
and means motion, by-law or otherwise) enacted,
introduced or tabled which, in the opinion
of the FSB, acting reasonably, adversely affects
or may adversely affect the Transaction;



 


		(m)	the Purchaser shall have executed
and delivered to FSB any FSB
Shareholder Consent Agreement referred to in Section 3.01(c); and



 


		(n)	the Closing Date shall be on or before
the Termination Date.



 


The foregoing
conditions precedent are for the benefit of FSB and the Shareholders and may
be waived by FSB (on its
own behalf and on behalf of the
Shareholders) and the Shareholders, in whole or in part, without prejudice
to FSB’s and the Shareholders’
right to rely on any other condition in favour of FSB
and the Shareholders.


 


		3.3	Notice and Cure Provisions



 


Each party
will give prompt notice to the
other parties hereto of the occurrence,
or failure to occur, at any time
from the date hereof until the Closing Date, of any
event or state of facts
which occurrence or failure would
or would be likely
to:


 


		(a)	cause any of the representations or
warranties of such
party contained herein to be untrue or inaccurate
on the date hereof or at the Closing
Date; or



 


		(b)	result in the
failure by such party to comply with
or satisfy any covenant,
condition or agreement to be complied
with or satisfied by
such party hereunder prior to the Closing Date.



 


Subject
to Article VII, no party may
elect not to complete the Transaction
as contemplated herein as a result of
the non-fulfillment of the conditions precedent
contained in Sections 3.01 or 3.02, as applicable,
unless the party intending to rely thereon
has delivered a written notice to the
other parties hereto prior to the Time
of Closing specifying, in reasonable detail, all breaches of representations
and warranties or covenants
or other matters which the party
delivering such notice is asserting
as the basis for the non-fulfillment
of the applicable condition precedent.





 


ARTICLE
IV


CLOSING
AND POST CLOSING ARRANGEMENTS


 


		4.1	Time and Place
of Closing



 


Closing
of the Transaction shall take place at the Time
of Closing at the offices of Agritek Holdings
Inc. 777 Brickell Avenue Suite 500, Miami,
FL. 33131.


 


		4.2	Closing Deliveries of the Purchaser



 


At
the Time of Closing, the Purchaser will
deliver or cause to be delivered:


 


		(a)	share certificates evidencing the
Payment Shares registered as directed
by the Shareholders (or by FSB on behalf
of the Shareholders), provided, however, that certificates evidencing any Payment
Shares required to be held in escrow
in accordance with the requirements of the OTC,
or otherwise, shall be delivered directly
to the Escrow Agent;



 


		(b)	if required, an escrow
agreement in a form satisfactory to the OTC,
among the Purchaser, the Escrow Agent and such Shareholders as may
be required by the OTC to be parties
thereto, duly executed by the Purchaser;



 


		(c)	if required, evidence of the
Shareholders’ Approval;



 


		(d)	a certificate of one
of the Purchaser’s senior officers, dated
as of the Closing Date, certifying: (i) that attached thereto are true and complete
copies of the notice of articles
and articles of the Purchaser (and all amendments
thereto as in effect as on such date);
(ii) all resolutions of the board of directors
of the Purchaser approving the entering into
of this Agreement and all ancillary agreements
contemplated herein and the completion of the Transaction,
including the issuance of the Payment
Shares, and (iii) as to the incumbency
and genuineness of the signature of
each officer of Purchaser executing this Agreement
or any of the other agreements or documents
contemplated hereby;



 


		(e)	the officer’s certificates referred to in Sections
3.02(e) and 3.02(f);



 


		(f)	evidence of the conditional approval
of the OTC for the completion of the
Transaction and;



 


		(g)	if applicable, duly executed copies
of any FSB Shareholder Consent Agreement referred to in Section
3.01(c);



 


		(h)	a certificate of status for the Purchaser;



 


		(i)	evidence satisfactory to FSB,
acting reasonably, of the completion
of the Financing (and, if applicable,
the satisfaction of all
conditions precedent for the release from escrow of the proceeds
thereof (other than the completion
of the Transaction)); and



 


		(j)	favourable legal opinion regarding
customary corporate and securities law matters
from counsel to the Purchaser, in form
and substance satisfactory to FSB and their
counsel, each acting reasonably.



 


		4.3	Closing Deliveries of Full Spectrum Biosciences



 


At
the Time of Closing, FSB
will deliver or cause
to be delivered:


 


		(a)	a certificate of one of
FSB’s senior officers, dated as of the Closing
Date, certifying: (i) that attached thereto are true and complete
copies of the articles and by-laws
of FSB (and all amendments thereto as
in effect as on such date); (ii) all resolutions
of the board of directors of FSB
approving the entering into of
this Agreement and the completion of
the Transaction; and (iii) as to the
incumbency and genuineness of the signature
of each officer of FSB
executing this Agreement or any of the other agreements or
documents contemplated hereby;



 


		(b)	the officer’s certificates referred to in Sections
3.01(h) and 3.01(i);



 


		(c)	if applicable, and if not
previously delivered to the Purchaser, duly executed
copies of the FSB Shareholder Consent Agreements referred to in Section
3.01(c) signed by each New FSB
Shareholder and FSB;



 


		(d)	a certificate of status for FSB;



 


		(e)	if applicable, and to the extent
not previously delivered, all financial statements of FSB
required to be included in the filings
for Agritek Holdings pursuant to applicable securities laws and the
policies of the OTC;



 


		(f)	in the event an opinion
is required by the policies of the OTC,
a favourable opinion, in form and substance
satisfactory to the Purchaser and its counsel, each acting
reasonably; and



 


		(g)	favourable legal opinions regarding
customary corporate law matters from counsel
to OTC, in form and substance satisfactory
to the Purchaser and its counsel, each acting
reasonably.



 


		4.4	Closing Deliveries of the Shareholders



 


At
the Time of Closing, each Shareholder
will cause to be delivered:


 


		(a)	with respect to each
Shareholder, share certificates evidencing the Purchased Shares
owned by such Shareholder, duly endorsed in blank
for transfer or accompanied by duly executed
stock transfer powers;



 


		(b)	with respect to U.S. Shareholders,
the U.S. Representation Letter attached hereto as Schedule "C"; and



 


		(c)	if required by the OTC to be
delivered by such Shareholder, an escrow
agreement in a form satisfactory to the OTC,
among the Purchaser, the Escrow Agent and such Shareholder as may
be required by the OTC to be parties
thereto, duly executed by such Shareholder.



 


 


ARTICLE
V


REPRESENTATIONS AND WARRANTIES


 


		5.1	Representations and Warranties
of the Purchaser



 


The Purchaser
represents and warrants to and in favour
of each of the Shareholders and FSB as
follows and acknowledges that such parties are
relying upon such representations and warranties
in connection with the transactions contemplated herein:


 


		(a)	the Purchaser is a corporation
validly existing and in good standing under the
laws of the United
States, state of Delaware
and is duly registered, licensed or qualified
to carry on business under the laws of
the jurisdictions in which the nature
of its business makes
such registration, licensing or qualification
necessary;



 


		(b)	the Purchaser has the corporate
power and capacity to enter into this Agreement and each
additional agreement or instrument to be delivered
pursuant to this Agreement, to perform
its obligations hereunder and thereunder, to own and lease its property,
and to carry on its businesses as now
being conducted;



 


		(c)	this Agreement has been,
and each additional agreement or instrument
to be delivered pursuant to this
Agreement will be prior to the Time
of Closing, duly authorized, executed
and delivered by the Purchaser and each
is, or will be at
the Time of Closing, a legal, valid
and binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with
its terms;



 


		(d)	the execution and delivery of this
Agreement does not, and the consummation
of the Transaction will not,



		(i)	result in a breach or violation
of the articles of the
Purchaser or of any resolutions of the directors
or shareholders
of the Purchaser, (ii) conflict with, result in a breach
of, constitute a default under or
accelerate the performance required by
or result in the suspension, cancellation, material
alteration or creation of
an encumbrance upon any material agreement
(including any Purchaser Material Contract),
license or permit to which
the Purchaser is a party or by which
the Purchaser is bound or to which
any material assets or property of the
Purchaser is subject, or (iii)
violate any provision of any applicable law or regulation
or any judicial or administrative
order, award, judgment or decree applicable to the
Purchaser;






 


		(e)	the authorized capital of
the Purchaser consists of 1.4999
billion number of Authorized Common
Shares and 1500 number of preferred
shares voting shares issuing non-dillutive 51% voting
rights, are issued and outstanding as
fully paid and non-assessable;



 


		(f)	when issued in accordance
with the terms hereof, the Payment
Shares will be validly issued as
fully paid and non-assessable Common
Shares;



 


		(g)	the Purchaser is a "reporting
issuer" as that term is defined
under applicable Securities Law in the United States, as a Delaware
Corporation and the Purchaser is in compliance
with its timely and continuous disclosure obligations under the securities
laws of the Unites States
and the policies of the OTC
and, without limiting the generality
of the foregoing, there has not occurred
any "material change" (as defined
under applicable securities legislation of the
US which has not been publicly disclosed on a non-
confidential basis and the statements collectively set forth in the Public
Record are true, correct and complete in all material respects and, except
as may have been corrected by subsequent
disclosure, all the statements set forth in the Public Record were true, correct,
and complete in all material respects and did not contain
any misrepresentation as of the date
of such statements and the Purchaser has
not filed any confidential material change reports
since the date of such statements which
remains confidential as at the date hereof;



 


		(h)	except
for the holders of the securities
referred to in Section 5.01(g) and the right
of the Finder to receive the Finder’s
Fee Shares, no person
has any agreement, option, right or privilege
(whether by law, pre-emptive
or contractual) capable of becoming
an agreement, including convertible securities, options, warrants or
convertible obligations of any nature,
for the purchase, subscription, allotment or issuance of
any unissued shares or other
securities of the Purchaser;



 


		(i)	the Purchaser does not own,
and has not at any time owned, and does
not have any agreements of any nature
to acquire, directly or indirectly, any
shares in the capital of or other
equity or proprietary interests in any person, and
the Purchaser does not have any agreements
to acquire or lease
any material assets or properties or
any other business operations;



 


		(j)	the audited consolidated financial
statements of the Purchaser as at and for
the fiscal year ended December 31, 2019
and unaudited condensed consolidated interim financial statements of the Purchaser
as at and for the nine-month
period ended September 31, 2019 (the "Purchaser Financial Statements")
have been prepared in an in accordance
to on a basis consistent with prior
periods. The Purchaser Financial Statements
are true, correct and complete and present
fairly the assets, liabilities (whether accrued,
absolute, contingent or otherwise) and financial
condition of the Purchaser as at the
respective dates thereof and results of operations
of the Purchaser for the respective periods
then ended. Since September 30, 2019, there has been
no material alteration in the manner
of keeping the books, accounts or records
of the Purchaser or in its accounting
policies or practices;



 


		(k)	the Purchaser’s auditors
who audited the Purchaser Financial Statements
(as applicable) are independent public accountants;



 


		(l)	except as disclosed
in the Purchaser Financial Statements, there are no related-party transactions
or off- balance sheet structures or transactions
with respect to the Purchaser;



 


		(m)	except as disclosed in the
Purchaser Financial Statements, the Purchaser is not a party to, or bound by,
any agreement of guarantee, indemnification,
assumption or endorsement or
any like commitment of the obligations, liabilities
(contingent or otherwise) or indebtedness
of any other person;



 


		(n)	since December 31, 2019,
there has been no material adverse change
in the condition (financial or otherwise),
assets, liabilities, operations, earnings or business of
the Purchaser;



 


		(o)	the Purchaser has conducted
and is conducting its business in compliance
in all material respects with all applicable laws, regulations,
by-laws, ordinances, regulations, rules, judgments, decrees and orders of
each jurisdiction in which its
business is carried on, including with all OTC
policies;



 


		(p)	(the "Purchaser Material Contracts")
constitute all the Material Contracts of
the Purchaser. Each of the Purchaser Material
Contracts is in full force and effect, unamended, and there
exists no default, warranty claim or other obligation
or liability or event,
occurrence, condition or act (including the purchase
and sale of the Purchased
Shares hereunder and the other transactions contemplated hereunder, including, without
limitation, the Financing, and the issuance
of the Payment Shares) which, with the giving of notice,
the lapse of time or the happening
of any other event or condition,
would become a default, or give
rise to a warranty claim or other
obligation or liability thereunder.
The Purchaser has not violated or
breached, in any material
respect, any of the terms or conditions
of any Purchaser Material Contract and all the
covenants to be performed by any
other party thereto have been fully and
properly performed;



 


		(q)	there are no waivers,
consents, notices or approvals required
to be given or obtained by the Purchaser
in connection with Transaction and the other
transactions contemplated by this Agreement under any Contract
to which the Purchaser is a party;



 


		(r)	no consent, approval, order
or authorization of, or registration
or declaration with, any applicable
Governmental Authority with jurisdiction over the Purchaser is required
to be obtained by the Purchaser in connection
with the execution and delivery of this
Agreement or the consummation of the Transaction,
including, without limitation, the Financing or the issuance
of the Payment Shares, except for those consents, orders, authorizations, declarations, registrations
or approvals which are
contemplated by this Agreement or those
consents, orders, authorizations, declarations, registrations or approvals that, if
not obtained, would not prevent or materially delay the consummation
of the Transaction or otherwise
prevent or materially delay the
Purchaser from performing its obligations under
this Agreement and could not reasonably
be expected to have a Material
Adverse Effect on the Purchaser;



 


		(s)	there is no suit,
action or proceeding or, to the
knowledge of the Purchaser, pending or threatened
against the Purchaser that, individually or in the aggregate,
could reasonably be expected to have
a Material Adverse Effect on the
Purchaser, and there is no judgment,
decree, injunction, rule or order
of any Governmental Authority outstanding against
the Purchaser causing, or which could
reasonably be expected to cause,
a Material Adverse Effect on the Purchaser;



 


		(t)	the Purchaser has good and marketable
title to its properties and assets (other than property or an asset
as to which the Purchaser is a lessee,
in which case it has a valid
leasehold interest), except for such defects in title that individually or
in the aggregate, could not reasonably be expected
to have a Material Adverse Effect on
the Purchaser;



 


		(u)	no person has any written
or oral agreement, option, understanding or commitment
for the purchase from the Purchaser of
any of its assets or property;



 


		(v)	the Purchaser has all
permits, licenses, certificates of authority,
orders and approvals of, and has made
all filings, applications and registrations with,
applicable Governmental Authorities that are required
in order to permit it to carry
on its business as presently conducted, except
for such permits, licenses, certificates, orders, filings, applications and
registrations, the failure to have or
make, individually or in the aggregate,
could not reasonably be expected to have
a Material Adverse Effect on the Purchaser,
and all such all permits,
licenses, certificates of authority, orders
and approvals are in good standing in all
material respects;






 


		(w)	the Purchaser has duly filed
on a timely basis all tax returns
required to be filed by it and has
paid all taxes which are due and
payable and has paid all assessments and reassessments,
and all other taxes, governmental charges, penalties, interest and fines
due and payable on or before the date
hereof, and adequate provision has been
made for taxes payable for the
current period for which tax returns are not yet required to be
filed. There are no actions, suits or
claims asserted or assessed against the Purchaser
in respect of taxes, governmental charges
or assessments, nor are any matters
under discussion with any Governmental Authority relating to taxes,
governmental charges or assessments asserted by such Governmental
Authority. The Purchaser has withheld from each payment
made by it to any person and remitted to the
proper tax and other receiving offices within the time
required all income tax and other deductions required to be withheld from such
payments;



 


		(x)	the Purchaser has not been notified
by any Governmental Authority of any investigation
with respect to it that is pending or threatened,
nor has any Governmental Authority notified the Purchaser of
such Governmental Authority’s intention to commence
or to conduct any investigation, that could
be reasonably likely to have a Material
Adverse Effect on the Purchaser;



 


		(y)	the Corporate Records of the
Purchaser are complete and accurate in all material
respects and all corporate proceedings and actions reflected therein have been
conducted or taken in compliance
with all applicable laws and with
the constating documents of the Purchaser, and without
limiting the generality of the foregoing:
(i) the minute books contain complete
and accurate minutes of all meetings
of the directors (and any committee thereof)
and shareholders of the Purchaser; (ii) such minute books
contain all written resolutions passed by the directors
(and any committee thereof) and shareholders
of the Purchaser; (iii) the share
certificate books, if any, the central
securities register and register of transfers,
and branch registers, of the Purchaser are complete
and accurate, and all transfers of shares
of the Purchaser reflected therein have
been duly completed and approved; and (iv)
the registers of directors and officers
are complete and accurate and all former
and present directors and officers of
the Purchaser were duly elected or appointed
as the case may be.



 


		(z)	all Books and Records
of the Purchaser have been fully, properly and accurately
kept and, where required, completed in accordance
with generally accepted accounting principles, and there are no
material inaccuracies or discrepancies
of any kind contained or reflected
therein;



 


(aa)
other than in connection
with the Financing (in respect
of which the extent to which
any person has been authorized by the Purchaser
to act as a broker or finder
or in any other capacity or that may or
will impose liability on the Purchaser, FSB
or the Shareholders has been disclosed to FSB),
the Purchaser has not authorized
any person to act
as broker or finder or in
any other similar capacity in connection
with the transactions contemplated by
this Agreement that in
any manner may
or will impose liability
on FSB or the Shareholders; and


 


(bb) to the
knowledge of the Purchaser, no representation
or warranty of the Purchaser contained
in this Agreement contains any untrue statement
of a material fact or omits
to state a material fact necessary in order
to make the statements contained herein
or therein not misleading.


 


		5.2	Representations and Warranties
of the Shareholders



 


Each of
the Shareholders, on its
own behalf and not on behalf of
any other Shareholder, hereby severally (and, for
greater certainty, not jointly with any
other Shareholder) represents and warrants to the
Purchaser as follows and acknowledges that the Purchaser
is relying on such representations and warranties
in connection with the transactions contemplated
herein:


 


		(a)	this Agreement has been,
and each additional agreement or instrument
required to be delivered pursuant to this
Agreement will be prior to the
Time of Closing, duly authorized,
executed and delivered by the Shareholder
and each is, or will
be at the Time of Closing, a legal,
valid and binding obligation of the Shareholder, enforceable against the Shareholder
in accordance with its terms;






 


		(b)	if the Shareholder is not
an individual, the Shareholder is validly
existing under the laws of its jurisdiction
of organization and has the corporate
or other power
to enter into this Agreement and any other agreement
to which it is, or is to become, a party
to pursuant to the terms hereof
and to perform its obligations hereunder and thereunder;



 


		(c)	the execution and delivery
of this Agreement does not, and the consummation of the Transaction
will not violate any provision of any
applicable law or regulation or
any judicial or administrative
order, award, judgment or decree applicable to the
Shareholder;



 


		(d)	the Shareholder is the
registered and beneficial owner of that
number of common shares of FSB
set forth opposite the Shareholder’s name
in Schedule "A" (such common
share comprising part of the Purchased Shares),
free and clear of all Liens, charges,
mortgages, security interests, pledges, demands, claims and other encumbrances
of any nature whatsoever;



 


		(e)	except for the Purchaser’s rights
hereunder, no person has any agreement
or option or any right or
privilege capable of becoming an agreement
for the purchase of the common shares of
FSB (namely the Purchased Shares), held
or beneficially owned by the Shareholder
and none of such common shares of FSB
are subject to any voting trust, shareholders
agreement, voting agreement or other agreement with respect to the disposition
or enjoyment of any rights
of such common shares of FSB;



 


		(f)	no consent, approval, order
or authorization of, or registration
or declaration with, any applicable
Governmental Authority with jurisdiction over the Shareholder is required to
be obtained by the Shareholder in connection
with the execution and delivery
of this Agreement or the consummation
by the Shareholder of the Transaction, except
for those consents, orders, authorizations, declarations, registrations or
approvals which are contemplated by this Agreement
or those consents, orders, authorizations, declarations, registrations or
approvals that, if not obtained, would not prevent
or materially delay the consummation
of the Transaction or otherwise
prevent the Shareholder from performing its obligations
under this Agreement;



 


		(g)	except as Disclosed
by the Shareholder to the Purchaser the Shareholder
is a "non-resident" of Canada within
the meaning of the Tax Act;



 


		(h)	Non-Resident Shareholders represent, warrant and/or acknowledge, as applicable,
that:



 


		i.	the Payment Shares issuable hereunder
have not been and will not be
registered under the securities laws
of any foreign jurisdiction and that the issuance of the
Payment Shares pursuant to the terms of this
Agreement is being made in reliance
on applicable exemptions; and



 


		ii.	the receipt of
the Payment Shares by Non-Resident Shareholders
does not contravene any of the applicable securities
legislation in the jurisdiction in which
it is resident and does not trigger:
(i) any obligation to prepare
and file a prospectus or similar
document, or any other report with respect to such transfer;
and (ii) any registration or other obligation on the part
of Purchaser;



 


		(i)	except for the Finder,
the Shareholder has
not authorized any other
person to act as
broker or finder
or in any
other similar capacity
in connection with
the transactions contemplated by
this Agreement, that
in any manner
may or will
impose liability on FSB or
the Purchaser; and



 


		(j)	to the
knowledge of the Shareholder,
no representation or
warranty of the Shareholder
contained in this Agreement contains
any untrue statement of
a material fact or omits
to state a material
fact necessary in
order to make
the statements contained herein or
therein not misleading.



 


		5.3	Representations and Warranties
of Full Spectrum Biosciences



 


FSB
represents and warrants to the Purchaser
as follows, except as Disclosed, and acknowledges
that the Purchaser is relying
on such representations and warranties in connection
with the transactions contemplated herein:


 


		(a)	FSB is a corporation
validly existing and in good standing under the laws of the
jurisdiction of organization and
is duly registered, licensed or qualified
to carry on business under the
laws of the jurisdictions in which
the nature of its
business makes such registration, licensing
or qualification necessary;



 


		(b)	FSB has the company
power and capacity to enter into
this Agreement and each additional agreement
or instrument to be delivered pursuant
to this Agreement, to perform its obligations
hereunder and thereunder;



 


		(c)	FSB has the company
power and capacity to own and lease its
property, and to carry on its businesses
as now being conducted;



 


		(d)	this Agreement has been,
and each additional agreement or instrument
to be delivered pursuant to this
Agreement will be prior to the Time
of Closing, duly authorized, executed
and delivered by FSB and each is, or
will be at the Time of Closing,
a legal, valid and binding obligation of
FSB, enforceable against FSB in accordance with
its terms;



 


		(e)	the execution and delivery of this
Agreement does not, and the consummation
of the Transaction will not, (i) 
result in a breach or violation
of the articles or by-laws of FSB
or of any resolutions of the directors
or shareholders of FSB,
(ii) conflict with, result in a breach of, constitute a default
under or accelerate the performance required by or
result in the suspension, cancellation, material
alteration or creation of an encumbrance
upon any material agreement (including any FSB
Material Contract), license or permit to which FSB is a party
or by which FSB is bound
or to which any material assets or property
of FSB is subject, or (iii) violate any
provision of any
applicable law or regulation or
any judicial or administrative order, award,
judgment or decree applicable to FSB;






 


		(f)	the authorized capital of
FSB consists of a number of common
shares with no specified
par value of which, as of the
date of this Agreement, 1500 common
shares are issued and outstanding as fully paid and non-assessable;



 


		(g)	other than as set
out herein, there are no other common
shares of FSB or securities
convertible, exercisable or exchangeable into common
shares of FSB issued or outstanding;



 


		(h)	no person (other than the Purchaser pursuant
to this Agreement) has any agreement,
option, right or privilege
(whether by law, pre-emptive or contractual)
capable of becoming an agreement, including
convertible securities, options, warrants or convertible obligations of
any nature, for the purchase, subscription,
allotment or issuance of any unissued
shares or other securities of FSB;



 


		(i)	FSB does not
own, and has not at any time
owned, and does not have any agreements
of any nature to acquire, directly or
indirectly, any shares in the capital
of or other equity or proprietary interests
in any person, and FSB does not have
any agreements to acquire or lease
any material assets or properties
or any other business operations;



 


		(j)	the financial statements of
FSB as at and for the period from incorporation
until the period ended December 31, 2019 (the
"FSB Financial Statements"), will be prepared in accordance with
OTC regulations. The FSB Financial Statements will be true,
correct and complete and present fairly
the assets, liabilities (whether accrued, absolute, contingent or
otherwise) and financial condition of
FSB as at the date thereof
and results of operations of FSB
for the period then ended. Since December
31, 2019, there has been no material
alteration in the manner of keeping the
books, accounts or records of
FSB or in
its accounting policies or practices;



 


		(k)	FSB’s auditors who audit
the FSB Financial Statements will be independent
public accountants of Agritek Holdings
Inc. as a wholly owned subsidiary post transaction;



 


		(l)	except as disclosed
in the FSB and Agritek Financial Statements,
there will be no related-party transactions or off-balance sheet structures
or transactions with respect to FSB;



 


		(m)	except as disclosed
in the FSB Financial Statements, FSB will
not be a party to, or bound
by, any agreement of guarantee, indemnification,
assumption or endorsement or any like
commitment of the obligations, liabilities (contingent
or otherwise) or indebtedness
of any other person;



 


		(n)	since December 31, 2019,
there has been no material adverse change
in the condition (financial or otherwise),
assets, liabilities, operations, earnings or business of
FSB;



 


		(o)	FSB has conducted
and is conducting its business in compliance
in all material respects with all applicable laws, regulations,
by-laws, ordinances, regulations, rules, judgments, decrees and orders of
each jurisdiction in which its
business is carried on;



 


		(p)	the Contracts listed in the
Disclosure Letter (the "FSB
Material Contracts"), together with
this Agreement, and after the execution and delivery
hereof, all ancillary agreements contemplated herein, constitute all the Material Contracts of
FSB. Each of the
FSB Material Contracts is in full force and effect, unamended, and there
exists no default, warranty claim or other
obligation or liability or event,
occurrence, condition or act (including the purchase and sale of the Purchased
Shares hereunder and the other transactions contemplated hereunder, including, without limitation, the Financing and the
issuance of the Payment Shares) which, with the giving
of notice, the lapse of time or the happening
of any other event or condition, would
become a default, or
give rise to a warranty claim or other
obligation or liability thereunder. FSB has not
violated or breached, in any material
respect, any of the terms or conditions
of any FSB Material Contract and all the covenants
to be performed by any other
party thereto have been
fully and properly performed;



 


		(q)	to the best of its
knowledge, there are no waivers, consents, notices or
approvals required to be given or obtained
by FSB in connection with the Transaction
and the other transactions contemplated by this
Agreement under any Contract to which
FSB is a party;



 


		(r)	to the best of its
knowledge, no consent, approval, order or
authorization of, or registration or
declaration with, any applicable Governmental
Authority with jurisdiction over FSB is
required to be obtained by FSB
in connection with the execution and delivery
of this Agreement, except for those consents, orders, authorizations, declarations, registrations
or approvals which are contemplated by this Agreement or those
consents, orders, authorizations, declarations, registrations or approvals
that, if not obtained, would not prevent or
materially delay the consummation of
the Transaction or otherwise
prevent or materially delay FSB
from performing its obligations under this Agreement
and could not reasonably be expected to have
a Material Adverse Effect on FSB;



 


		(s)	there is no
suit, action or proceeding or, to the
knowledge of FSB, pending or threatened
against FSB that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect on
FSB, and there is no
judgment, decree, injunction, rule or order
of any Governmental Authority outstanding against FSB causing, or which
could reasonably be expected to cause,
a Material Adverse Effect on FSB;



 


		(t)	no bankruptcy, insolvency or
receivership proceedings have been instituted
by FSB or, to the knowledge of FSB,
are pending against FSB;



 


		(u)	FSB has good
and marketable title to its properties and assets
(other than property or an asset as to which FSB
is a lessee, in which case it has
a valid leasehold interest), except for
such defects in title that individually
or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect on
FSB;



 


		(v)	no person has any written
or oral agreement, option, understanding or commitment,
or any right or
privilege capable of becoming
an agreement, option, understanding or commitment
for the purchase from FSB of any of its assets or property;



 


		(w)	FSB shall maintain or
renew all permits, licenses, certificates of
authority, orders and approvals of, and
has made all filings, applications and registrations with,
applicable Governmental Authorities and other
persons that are required in order to permit
it to carry on its business as
presently conducted, except for such permits,
licenses, certificates, orders, filings, applications and registrations, the failure
to have or make, individually or
in the aggregate, could not reasonably
be expected to have a Material
Adverse Effect on FSB,
and all such permits, licenses, certificates of authority,
orders and approvals are in good standing
and fully complied with in all material respects;



 


		(x)	FSB has duly filed
on a timely basis all
tax returns required to be filed by it
and has paid all taxes which are due
and payable and has paid all assessments and
reassessments, and all other taxes, governmental charges, penalties, interest
and fines due and payable on or before
the date hereof, and adequate provision has been
made for taxes payable for the current period for which
tax returns are not yet required to
be filed. There are no actions, suits
or claims asserted or assessed
against FSB in respect of taxes, governmental
charges or assessments, nor are any matters
under discussion with any Governmental Authority relating to taxes, governmental charges
or assessments asserted by such Governmental Authority.
FSB has withheld from each payment made by it to any person
and remitted to the proper tax and other receiving
offices within the time required all income tax and other
deductions required to be withheld
from such payments;



 


		(y)	FSB has not
been notified by any Governmental Authority of any investigation
with respect to it that is pending or threatened,
nor has any Governmental Authority notified FSB of such Governmental
Authority’s intention to commence or to conduct
any investigation that could be reasonably likely to have
a Material Adverse Effect on FSB;



 


		(z)	FSB has no employees
other than those employees listed in the
Disclosure Letter and FSB is not a party
to any employment, management or consulting
agreement of any kind whatsoever, save as
set out in the Disclosure Letter;



 


(aa)
no current or former employee,
officer or director of FSB
is entitled to a severance, termination
or other similar payment as a result
of the Transaction;


 


(bb) the Corporate
Records of FSB are complete and accurate in all material respects and all corporate
proceedings and actions reflected therein have
been conducted or taken in compliance
with all applicable laws and with the constating
documents of FSB, and without limiting
the generality of the foregoing:
(i) the minute books of FSB
contain complete and accurate minutes of all
meetings of the directors and shareholders
of FSB; (ii) such minute books
contain all written resolutions
passed by the directors and shareholders of FSB;
(iii) the securities register of FSB
are complete and accurate, and all
transfers of shares
of FSB have been duly
completed and approved; and (iv) the registers of
directors and officers are complete
and accurate and all former and present
directors and officers of FSB
were duly elected or appointed
as the case may be;


 


(cc) all Books
and Records of FSB
have been fully, properly and accurately
kept and, where required, completed in accordance with generally accepted accounting
principles, and there are no material
inaccuracies or discrepancies of
any kind contained or reflected therein;


 


(dd) FSB
is not a ‘reporting issuer’ or equivalent
in any jurisdiction nor are any shares
of FSB listed or quoted
on any stock exchange or electronic
quotation system;


 


(ee)
except for the Finder, FSB has not
authorized any other
person to act as
broker or finder
or in any
other similar capacity in
connection with the transactions
contemplated by this Agreement,
that in any manner
may or will
impose liability on the
Purchaser or FSB;


 


(ff) FSB is
conducting and has since incorporation conducted
its business in compliance with all applicable laws of
each jurisdiction in which it
carries on business;


 


(gg)
to the knowledge of FSB, no
representation or warranty of
FSB contained in this Agreement contains
any untrue statement of a material fact
or omits to state a material fact necessary
in order to make the statements
contained herein or therein not misleading;


 


(hh) there
is no IP that is material to the
operation of the business of
FSB other than the IP listed
in the Disclosure Letter;


 


(ii) FSB has
not received notice from any person of any
claim or any intention to commence any legal
proceeding with respect to infringement, adverse ownership, invalidity, lack
of distinctiveness, misappropriation or misuse
regarding any of the Licensed IP
or challenging any of the Licensed
IP or the right of
the Subsidiary to use the Licensed
IP;


 


(jj)
FSB has not commenced and does not intend
to commence any claim or legal proceeding
challenging the IP rights of any other
person;


 


(kk)
to the knowledge of FSB,
none of the operation, conduct
and maintenance of the business
of FSB as it
is currently and has historically been operated,
conducted and maintained, infringes, misuses or violates
any IP rights of any third party,
whether registered or unregistered;


 


(ll) there
are no restrictions on the ability of
FSB to transfer all rights in the IP
and, to the knowledge of FSB,
the consummation of the transactions
contemplated by this Agreement will not impair, compromise, restrict or
adversely affect the IP or the
Purchaser’s ability to use it in the
business of FSB in accordance with
the past practices of FSB;


 


(mm)
FSB has made available to the
Purchaser a true and complete copy of
all contracts, agreements and amendments thereto
which comprise or relate to the
IP; and


 


(nn) except as set out
in the Disclosure Letter, no current
or former employee, director, officer,
shareholder, consultant, advisor or non-arm’s-length
person of FSB or any of its affiliates
or predecessors is a direct or
indirect licensor of the
IP.


 


		5.4	Survival of Representations
and Warranties



 


The representations
and warranties made by the parties and contained in this
Agreement or any document or certificate
given pursuant hereto shall survive
the Closing of the Transaction until
the date that is 24 months from the date
of Closing. No claim for breach of any
representation, warranty or covenant shall
be valid unless that party against whom such claim
is made has been given
notice thereof before the expiry
of such 24-month period.


 


 


ARTICLE
VI 


COVENANTS


 


		6.1	Mutual Covenants



 


Each of
the parties hereby covenants and agrees as follows:


 


		(a)	to use commercially reasonable efforts
to satisfy (or cause the satisfaction of) the
conditions precedent to its obligations hereunder which are reasonably under
its control and to take, or cause
to be taken, all other actions and to
do, or cause to be done, all
other things necessary, proper or advisable
under applicable laws and regulations to complete
the Transaction in accordance with the terms
of this Agreement. Without limiting the generality
of the foregoing, in the event that any
person, including without limitation,
any securities regulatory authority, seeks to prevent,
delay or hinder implementation of all
or any portion of the Transaction
or seeks to invalidate
all or any portion of this
Agreement, each of the parties
shall use commercially reasonable efforts to resist such proceedings
and to lift or rescind any injunction
or restraining order or other
order or action seeking to stop
or otherwise adversely affecting the ability
of the parties to complete the Transaction;






 


		(b)	to use commercially reasonable efforts
to obtain, before the Time of Closing,
all authorizations, waivers, exemptions, consents, orders and other
approvals from domestic or foreign
courts, Governmental Authorities, shareholders and third parties as are necessary
for the consummation of the
transactions contemplated herein;



 


		(c)	to use commercially reasonable efforts
to defend or cause to
be defended any lawsuits or
other legal proceedings brought against it challenging
this Agreement or the completion of
the Transaction; no party will settle
or compromise any claim brought against them
in connection with the transactions contemplated
by this Agreement prior to the Closing
Date without the prior written
consent of each of the
others, such consent not to be unreasonably withheld or
delayed;



 


		(d)	to promptly notify each of the
other parties if any representation or warranty
made by it in this Agreement ceases to be
true and correct in all
respects (in the case of any representation
or warranty containing any materiality
or Material Adverse Effect qualifier) or
in all material respects (in the case
of any representation or
warranty without any materiality or Material
Adverse Effect qualifier) and of any failure
to comply in any material respect with any
of its obligations under this Agreement;



 


		(e)	to co-operate with each of
the other parties hereto in good faith
in order to ensure the timely completion
of the Transaction;



 


		(f)	to use commercially reasonable efforts
to co-operate with each of the
other parties hereto in connection with the performance by the
other of its obligations under this Agreement;
and



 


		(g)	in the case of FSB
and the Purchaser, to indemnify and hold
harmless each of the other parties hereto (and, if
applicable, such other parties’ respective directors, officers, representatives
and advisers) (collectively, the "Non-Offending
Persons") from and against all claims,
damages, liabilities, actions or demands
to which the Non-Offending Persons may
be subject insofar as such claims,
damages, liabilities, actions or demands
arise out of, or are based upon, the information supplied by FSB
or the Purchaser, as applicable, for inclusion in the Disclosure
Documents having contained a misrepresentation. FSB and the
Purchaser shall obtain and hold the rights and
benefits of this subsection in trust for and on behalf
of such parties’ respective directors,
officers, representatives and advisers.



 


		6.2	Covenants of the Purchaser



 


The Purchaser
covenants and agrees with each of the Shareholders and FSB
that, until the earlier of the Closing
Date and the date upon which this Agreement is terminated in accordance
with Article VII, subject to Section 9.02,
it will:


 


		(a)	in a timely and expeditious manner:



 


		(i)	prepare, in consultation
with FSB, the Registration Statement for funding
in prescribed form and in form and content
acceptable to FSB, acting reasonably, and file
the registration Statement with the OTC, in
accordance with all applicable laws and the
policies of the OTC;



 


		(ii)	if required, obtain the Shareholders’ Approval;



 


		(iii)	file and/or deliver
any document or documents as may
be required in order for the Transaction
as contemplated herein to be effective;
and



 


		(iv)	file and/or deliver
any document or documents required pursuant
to applicable laws and/or the
rules and policies of the OTC in connection
with the Transaction as contemplated
herein after the Closing;



 


		(b)	ensure that the Registration Statement
does not contain a misrepresentation as it
relates to the Purchaser, including in respect
of its assets, liabilities, operations, business
and properties;



 


		(c)	to make available and afford
FSB and its authorized representatives and, if
requested by FSB, provide a copy of all title
documents, contracts, financial statements, minute books, share certificate books,
if any, share registers, plans, reports, licences, orders, permits, books of account,
accounting records, constating documents and all other documents, information
and data relating to the Purchaser. The Purchaser
will afford FSB and its authorized representatives every reasonable opportunity
to have free and unrestricted access
to the Purchaser’s property, assets, undertaking,
records and documents. At the request
of FSB, the Purchaser
will execute or cause to be executed
such consents, authorizations and directions as may be necessary
to permit any inspection of
the Purchaser’s business and any of its property
or to enable FSB or its authorized representatives
to obtain full access
to all files and records relating to
any of the assets of
the Purchaser maintained by governmental
or other public authorities. The obligations
in this Section 6.02(c) are subject to any access
or disclosure contemplated herein not
being otherwise prohibited by reason
of a confidentiality obligation owed to a third
party for which a waiver cannot
be obtained, provided that in such
circumstance the Purchaser will
be required to disclose that information has
been withheld on this basis. The exercise
of any rights of inspection by or on
behalf of FSB
under this Section 6.02(c) will
not mitigate or otherwise affect the representations
and warranties of the Purchaser
hereunder.



 


		(d)	diligently pursue the approval
of the Transaction (including the obligation
of the Purchaser to
issue the Payment Shares) the issuance of the
Finder’s Fee Shares and maintain the listing of the
Common Shares on the OTC (including the Payment
Shares and the Finder’s Fee Shares);



 


		(e)	except for non-substantive communications,
and provided that such disclosure is
not otherwise prohibited by reason of a confidentiality
obligation owed to a third party for which a waiver
cannot be obtained
(provided that in such circumstance the Purchaser
will be required to disclose that information
has been withheld on this
basis), furnish promptly to FSB (on behalf
of the Shareholders) a copy of each notice,
report, schedule or other document or communication
delivered, filed or received by
the Purchaser in connection with or related
to the Transaction, any filings
under applicable laws and any dealings with
any Governmental Authority in connection with or in
any way affecting the Transaction as
contemplated herein;



 


		(f)	use commercially reasonable efforts
to satisfy (or cause the satisfaction
of) the conditions precedent to its obligations
set forth in this Agreement to the extent the same
are within its control and to take,
or cause to be taken,
all other actions and to do, or cause to be done,
all other things necessary, proper or advisable under all
applicable laws to complete the
Transaction as contemplated herein, including
using commercially reasonable efforts to:



 


		(i)	obtain all necessary waivers, consents
and approvals required to be obtained
by it from other parties to loan
agreements, leases, licenses, agreements and other Contracts, as applicable;



 


		(ii)	effect all
necessary registrations and filings and
submissions of information requested
by any Governmental Authority required to be
effected by it in connection with the
Transaction and participate and appear in
any proceedings of either
the Purchaser or FSB before any Governmental
Authority to the extent permitted by such
authorities; and



 


		(iii)	fulfill all conditions and satisfy
all provisions of this Agreement and the Transaction;



 


		(g)	subject to applicable
laws, not take any action, refrain from
taking any action, or permit any action
to be taken or not
taken inconsistent with this Agreement or which would reasonably be expected
to significantly impede the consummation of the
Transaction;



 


		(h)	conduct and operate
its business and affairs only in the
ordinary course consistent with past practice and use commercially
reasonable efforts to preserve its business organization, goodwill and material
business relationships with other persons;



 


		(i)	except as may
be necessary or desirable in order
to effect the Transaction as contemplated
hereunder, not alter or amend its notice
of articles or articles
as the same exist at the date of this
Agreement;



 


		(j)	not merge into
or with, or amalgamate
or consolidate with, or enter
into any other corporate reorganization or arrangement
with, or transfer its undertaking
or assets as an entirety or substantially
as an entirety to, any other person or
perform any act which would render inaccurate
in any material way any of its representations
and warranties set forth herein as if such representations and warranties were
made at a date subsequent to such act
and all references to the date of
this Agreement were
deemed to be such later
date, except as contemplated in this
Agreement, and without limiting
the generality of the foregoing, it will not:



 


		(i)	make any distribution
by way of dividend, distribution of property
or assets, return of capital or
otherwise to or for the benefit of its
shareholders;



 


		(ii)	increase or decrease
its paid-up capital or purchase
or redeem any shares except: (A) pursuant
to the Financing; or (B) upon
the exercise of share purchase warrants
or options or
conversion of convertible
securities of the Purchaser outstanding as of
the date hereof; or



 


		(iii)	issue or enter
into any commitment to issue any
of its shares or securities convertible
into, or rights, warrants or
options to acquire, any such shares,
except: (A) pursuant to the
Financing; or



(B)
upon the exercise of share purchase warrants
or options or conversion
of convertible securities of the Purchaser outstanding as of
the date hereof;


 


		(k)	take all necessary corporate action
and proceedings to approve and authorize
the issuance of the Payment Shares
to the Shareholders and the Finder’s Fee
Shares to the Finder;



 


		(l)	take all necessary
corporate action and proceedings to approve and authorize
the Financing and the issuance of the
securities under the Financing;



 


		(m)	prepare and file
with all applicable securities commissions such notifications and fees
necessary to permit, or that
are required in connection with, the issuance
of the Payment Shares to the Shareholders
and the Finder’s Fee Shares to the Finder,
in each case, on a basis exempt from
the prospectus and registration requirements
of the applicable Securities Laws of the
United States in which the Shareholders
and Finder are resident; and



 


		(n)	not to authorize, sell or
issue, or negotiate or enter
into an agreement to sell or issue,
any securities of the Purchaser (including those
that are convertible or exchangeable into securities
of the Purchaser), other than as contemplated
under this Agreement (including the issuance
of securities under the Financing and
issuance of the Finder’s Fee
Shares) or pursuant to the exercise or
conversion of share
purchase warrants, options or convertible securities of the Purchaser
outstanding as of the date hereof.



 


		6.3	Covenants of Full
Spectrum Biosciences



 


FSB
covenants and agrees with the Purchaser
that, until the earlier of the
Closing Date and the date upon which
this Agreement is terminated in accordance
with Article VII, subject to Section
9.01,it will:


 


		(a)	in a timely and expeditious
manner, assist the Purchaser in the preparation
of the Registration Statement with respect to funding the Transaction,
including providing such information in relation
to the business, affairs, assets and properties
of FSB as may be necessary
to comply with applicable laws and the policies
of the OTC;



 


		(b)	ensure that the Statement does not
contain a misrepresentation as it relates to FSB,
including in respect of
its assets, liabilities, operations, business and properties;



 


		(c)	to make available
and afford the Purchaser and its
authorized representatives and, if requested by the
Purchaser, provide a copy of all title documents, contracts, financial statements,
minute books, share certificate
books, if any, share registers, plans, reports, licences, orders, permits, books
of account, accounting records, constating documents and all
other documents, information and data relating to FSB. FSB will afford the
Purchaser and its authorized representatives
every reasonable opportunity to have free and unrestricted access to FSB’s
property, assets, undertaking, records and documents. At the request of
the Purchaser, FSB will execute or cause
to be executed such consents, authorizations
and directions as may be necessary
to permit any inspection of FSB’s
business and any of its property or to
enable the Purchaser or its authorized representatives
to obtain full access to all files and records relating to any of the assets of FSB
maintained by governmental or other
public authorities. The obligations in this
Section 6.03(c) are subject to any access
or disclosure contemplated herein not
being otherwise prohibited by reason
of a confidentiality obligation owed to a third
party for which a waiver cannot
be obtained, provided that in such
circumstance FSB will be required
to disclose that information has been withheld
on this basis. The exercise of any rights
of inspection by or on behalf of
Purchaser under this Section 6.03(c) will not mitigate
or otherwise affect the representations and warranties
of FSB hereunder.








 


		(d)	except for non-substantive communications,
and provided that such disclosure is
not otherwise prohibited by reason of a confidentiality
obligation owed to a third party for which a waiver
cannot be obtained
(provided that in such circumstance FSB will be required
to disclose that information has been withheld on this
basis), furnish promptly to the Purchaser a copy
of each notice, report, schedule or
other document or communication delivered, filed
or received by FSB in connection
with or related to the Transaction, any filings
under applicable laws and any dealings with any Governmental
Authority in connection with or in any way
affecting the Transaction as contemplated
herein;



 


		(e)	use commercially reasonable efforts
to satisfy (or cause the satisfaction
of) the conditions precedent to its obligations
set forth in this Agreement to the extent the same
are within its control and to take, or
cause to be taken, all other actions
and to do, or cause to be done, all other things
necessary, proper or advisable under all
applicable laws to complete the Transaction,
including using commercially reasonable efforts to:



 


		(i)	obtain all necessary waivers, consents
and approvals required to be obtained
by it from other parties to loan
agreements, leases, licenses, agreements and other Contracts;



 


		(ii)	effect all
necessary registrations and filings and
submissions of information requested
by any Governmental Authority required to be
effected by it in connection with the
Transaction and participate and appear in
any proceedings of either
FSB or the Purchaser before any Governmental
Authority to the extent permitted by such
authorities; and



 


		(iii)	fulfill all conditions and satisfy
all provisions of this Agreement and the Transaction;



 


		(f)	subject to applicable
laws, not take any action, refrain from
taking any action, or permit any action
to be taken or not
taken inconsistent with this Agreement or which would reasonably be expected
to significantly impede the consummation of the
Transaction;



 


		(g)	conduct and operate
its business and affairs only in the
ordinary course consistent with past practice and use commercially
reasonable efforts to preserve its business organization,
goodwill and material business relationships with other persons and, for
greater certainty, it will not enter into any material
transaction out of the ordinary course
of business consistent with past
practice without the prior consent
of the Purchaser, and FSB will keep the Purchaser
fully informed as to the material decisions
or actions required or required to be
made with respect
to the operation of its business, provided that
such disclosure is not otherwise prohibited
by reason of a confidentiality obligation owed
to a third party for which a waiver could
not be obtained;



 


		(h)	except as may
be necessary or desirable in order
to effect the Transaction as contemplated
hereunder, not alter or amend its articles
or by-laws as the same
exist at the date of this Agreement;



 


		(i)	not merge into
or with, or amalgamate
or consolidate with, or enter
into any other corporate reorganization or arrangement
with, or transfer its undertaking
or assets as an entirety or substantially
as an entirety to, any other person or
perform any act which would render inaccurate
in any material way any of its
representations and warranties set forth herein as if such representations and warranties
were made at a date
subsequent to such act and all references to the
date of this Agreement
were deemed to be
such later date, except as contemplated
in this Agreement, and without limiting
the generality of the foregoing, it will not:









 


		(i)	make any distribution
by way of dividend, distribution of property
or assets, return of capital or
otherwise to or for the benefit of its
shareholders;



 


		(ii)	increase or decrease its paid-up capital
or purchase or redeem any shares; or



 


		(iii)	issue or enter
into any commitment to issue any
of its shares or securities
convertible into, or rights, warrants
or options to acquire any such shares;
and



 


		(j)	take all necessary corporate action and proceedings
to approve and authorize the valid and effective
transfer of the Purchased Shares
to the Purchaser.



 


		6.4	Covenants of the Shareholders



 


Each of
the Shareholders covenants and agrees with the
other parties hereto that, until the earlier of the Closing Date and the date upon
which this Agreement is terminated in accordance
with Article VII, subject to Section
9.01, it will:


 


		(a)	in a timely and expeditious
manner, provide such information with respect to the Shareholder as the Purchaser
may reasonably require in connection
as may be necessary to comply
with applicable laws and the policies of
the OTC;



 


		(b)	enter into such
escrow arrangements in respect of the
Payment Shares as may be required
in accordance with applicable securities laws and/or the policies
of the OTC;



 


		(c)	except for non-substantive communications,
and provided that such disclosure is
not otherwise prohibited by reason of a confidentiality
obligation owed to a third party for which a waiver
cannot be obtained
(provided that in such circumstance the Shareholder will
be required to disclose that
information has been withheld on
this basis), furnish promptly to the Purchaser
a copy of each notice, report, schedule
or other document or communication delivered,
filed or received by such Shareholder
in connection with or related
to the Transaction, any filings under applicable
laws and any dealings with any Governmental Authority
in connection with or in
any way affecting, the Transaction as contemplated herein;



 


		(d)	use commercially reasonable efforts
to satisfy (or cause the satisfaction
of) the conditions precedent to its obligations
set forth in this Agreement to the extent the same
are within its control and to take,
or cause to be taken,
all other action and to do, or
cause to be done,
all other things necessary, proper or advisable under all
applicable laws to complete the Transaction,
including using commercially reasonable efforts to:



 


		(i)	effect all
necessary registrations and filings and
submissions of information requested
by any Governmental Authority required to be effected
by it in connection with the Transaction;
and



 


		(ii)	fulfill all conditions and satisfy
all provisions of this Agreement and the Transaction;



 


		(e)	subject to applicable
laws, not take any action, refrain from
taking any action, or permit any action
to be taken or
not taken, inconsistent with this Agreement
or which would reasonably be expected
to significantly impede the consummation
of the Transaction ; and



 


		(f)	not encumber in any manner
the Purchased Shares and ensure that at the Time of Closing the Purchased
Shares are free and clear of all Liens,
charges, mortgages, security interests, pledges, demands, claims and other encumbrances
whatsoever.



 


ARTICLE
VII


TERMINATION


 


		7.1	Termination



 


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


 


		(a)	by mutual written consent of all
the parties hereto;



 


		(b)	by either FSB or
the Purchaser if the Closing shall not have
been consummated on or prior to the Termination
Date, without liability to the terminating party on account
of such termination; provided that the
right to terminate this Agreement pursuant to
this Section 7.01(b) shall not be available to a party
whose material breach or violation of any
representation, warranty, covenant, obligation or agreement under this
Agreement has been the cause of or has resulted
in the failure of the Closing to occur
on or before such date;



 


		(c)	by the Purchaser, if there
has been a material breach by FSB
or the Shareholders of any representation,
warranty, covenant or agreement set forth
in this Agreement or any of the documents
contemplated hereby which breach would
result in the failure to satisfy one
or more of the conditions
set forth in Section 3.01 which FSB or
the Shareholders, as applicable, fails to cure
within ten (10) Business Days after written
notice thereof is given by the Purchaser;



 


		(d)	by FSB if there
has been a material breach by the Purchaser
of any representation, warranty, covenant
or agreement set forth in this
Agreement or any of the documents contemplated hereby which breach would result
in the failure to satisfy one or more
of the conditions set forth in Section 3.02
which the Purchaser fails to cure within
ten (10) Business Days after written notice thereof is given by FSB;



 


		(e)	by the Purchaser or FSB,
if FSB completes an Alternative Transaction
or enters into a definitive and binding agreement
to effect an Alternative Transaction;
and



 


		(f)	by any party, if any permanent
injunction or other order of
a court or other competent
authority preventing the Closing shall have become
final and non-appealable; provided, however,
that no party shall be entitled to terminate
this Agreement if such party’s material breach of
this Agreement or any of the documents
contemplated hereby has resulted in such
permanent injunction or order.



 


		7.2	Effect of Termination



 


Upon
termination of this Agreement in accordance
with the terms hereof, the parties hereto
shall have no further obligations under this Agreement, other than the obligations
contained in Sections 10.03 and 0.


 


 


ARTICLE
VIII


INDEMNIFICATION


 


		8.1	Indemnification by the Purchaser



 


Subject
to Section 5.04, the Purchaser shall indemnify and save
the Shareholders and FSB harmless for and from:


 


		(a)	any loss, damages or deficiencies
suffered by the Shareholders or FSB as
a result of any breach
of representation, warranty or covenant
on the part of the Purchaser
contained in this Agreement or in
any certificate or document delivered pursuant
to or contemplated by this Agreement;
and



 


		(b)	all claims, demands, costs and expenses, including legal fees, in respect
of the foregoing.



 


		8.2	Indemnification by Full Spectrum Biosciences



 


Subject
to Section 5.04, FSB shall
indemnify and save the Purchaser harmless
for and from:


 


		(a)	any loss, damages or deficiencies
suffered by the Purchaser as a result
of any breach of representation, warranty
or covenant on the part of FSB
contained in this Agreement or in any certificate
or document delivered pursuant to or contemplated
by this Agreement; and



 


		(b)	all claims, demands, costs and expenses, including legal fees, in respect
of the foregoing.



 


		8.3	Indemnification by Shareholders



 


Subject
to Section 5.04, each of the Shareholders,
on its own behalf, and not on behalf
of any other Shareholder, severally (and for
greater certainty, not jointly with any other Shareholder) shall indemnify and
save the Purchaser harmless for and
from:


 


		(a)	any loss, damages or deficiencies
suffered by the Purchaser as a result
of any breach by such Shareholder of
any representation, warranty or covenant
on the part of such Shareholder
contained in this Agreement or in any certificate
or document delivered pursuant to or contemplated by this
Agreement; and



 


		(b)	all claims, demands, costs and expenses, including legal fees, in respect
of the foregoing.



 


		8.4	Notice of Claim



 


A party
entitled to and seeking indemnification pursuant to the
terms of this Agreement (the "Indemnified Party") shall promptly
give written notice to the party or parties,
as applicable, responsible for indemnifying the Indemnified
Party (the "Indemnifying Party") of
any claim for indemnification pursuant to Sections 8.01, 8.02 and 8.03 (a "Claim",
which term shall include more than one
Claim). Such notice shall specify whether the Claim arises as a result
of a claim by a person against the Indemnified
Party (a "Third Party Claim")
or whether the Claim does not so arise
(a "Direct Claim"), and shall
also specify with reasonable particularity (to the extent that the information is
available):


 


		(a)	the factual basis for the Claim; and



 


		(b)	the amount of
the Claim, or, if
any amount is not then determinable, an approximate
and reasonable estimate of the likely amount
of the Claim.



 


		8.5	Procedure for Indemnification



 


		(a)	Direct Claims. With respect
to Direct Claims, following receipt of notice
from the Indemnified Party of a Claim,
the Indemnifying Party shall have 30
days to make such investigation
of the Claim as the Indemnifying Party
considers necessary or desirable. For
the purpose of such investigation,
the Indemnified Party shall make available
to the Indemnifying party the information relied
upon by the Indemnified Party to substantiate
the Claim. If the Indemnified Party and
the Indemnifying Party agree at or prior
to the expiration of such
30 day period (or any mutually agreed upon extension thereof) to the
validity and amount of such
Claim, the Indemnifying Party shall immediately
pay to the Indemnified Party the full agreed
upon amount of the Claim.



 


		(b)	Third Party Claims. With respect
to any Third Party Claim, the Indemnifying
Party shall have the right, at its
own expense, to participate in or
assume control of the negotiation, settlement
or defense of such Third Party Claim and, in such
event, the Indemnifying Party shall reimburse
the Indemnified Party for all the Indemnified
Party’s out-of-pocket expenses incurred as a result of such
participation or assumption. If
the Indemnifying Party elects to assume
such control, the Indemnified Party shall cooperate
with the Indemnifying Party, shall have
the right to participate in the negotiation,
settlement or defense of such Third Party
Claim at its own expense
and shall have the right to disagree
on reasonable grounds with the selection
and retention of counsel, in which
case counsel satisfactory to the Indemnifying Party and the Indemnified
Party shall be retained by the
Indemnifying Party. If the Indemnifying
Party, having elected to assume such control,
thereafter fails to defend any such Third Party Claim within
a reasonable time, the Indemnified Party shall
be entitled to assume such control
and the Indemnifying Party shall be bound
by the results obtained by the Indemnified Party
with respect to such Third Party Claim.



 


		8.6	General Indemnification Rules



 


The obligations
of the Indemnifying Party to indemnify
the Indemnified Party in respect of Claims
shall also be subject to the following:


 


		(a)	without limiting the generality
of Sections 8.01, 8.02 and 8.03, any Claim
for breach of any representation, warranty
or covenant shall be subject
to Section 5.04;



 


		(b)	the Indemnifying Party’s obligation
to indemnify the Indemnified Party shall only apply to the
extent that the Claims in respect
of which the Indemnifying Party has given
an indemnity, in the aggregate, exceed



$10,000;


 


		(c)	notwithstanding anything to
the contrary in this Agreement, the aggregate
liability of an Indemnifying Party which
is a Shareholder to any and all
Indemnified Parties under this Article VIII
shall be limited to the amount paid to
such Indemnifying Party in respect of
its Purchased Shares pursuant to Section
2.01 for greater certainty, no Shareholder shall
be liable, in the aggregate, to any and
all Indemnified Parties for any amount
in excess of the value of its
pro rata share of the Payment Shares;



 


		(d)	notwithstanding anything to
the contrary in this Agreement, the aggregate
liability of FSB or the
Purchaser to any and all Indemnified Parties under this Article
VIII shall be limited to the
value of the Payment Shares issuable under this Agreement;



 


		(e)	if any Third Party Claim is
of a nature such that the Indemnified Party is
required by applicable law to make
a payment to any person (a "Third
Party") with respect to such
Third Party Claim before the completion of settlement
negotiations or related legal proceedings, the Indemnified
Party may make such payment and
thereafter seek reimbursement from the Indemnifying
Party for any such payment. If any Indemnifying
Party pays, or reimburses
an Indemnified Party in respect of
any Third Party Claim before completion of
settlement negotiations or related
legal proceedings, and the amount
of any liability of the Indemnified
Party under the Third Party Claim in respect
of which such a payment
was made, as finally determined, is less than the
amount which was paid by the Indemnifying
Party, the Indemnified Party shall, forthwith after receipt of
the difference from the Third Party, pay
the amount of such
difference to the Indemnifying Party;



 


		(f)	except in the
circumstance contemplated by Section 8.05, and
whether or not the Indemnifying Party assumes
control of the negotiation, settlement
or defense of
any Third Party Claim, the Indemnified
Party shall not negotiate, settle, compromise or pay any Third Party Claim
except with the prior written consent of the
Indemnifying Party (which consent shall not be unreasonably
withheld);



 


		(g)	the Indemnified Party shall
not permit any right of appeal
in respect of any Third Party Claim
to terminate without giving the Indemnifying
Party notice and an opportunity to contest
such Third Party Claim;



 


		(h)	the Indemnified Party and the
Indemnifying Party shall cooperate fully with
each other with respect to Third Party Claims
and shall keep each other fully advised with
respect thereto (including supplying copies of all relevant documentation promptly as it becomes
available); and



 


		(i)	the provisions of this
Article VIII shall constitute the
sole remedy available to a party against another
party with respect to any and all breaches
of any agreement, covenant, representation or warranty
made by such other party in this Agreement.



 


 


ARTICLE
IX


EXCLUSIVITY AND ACCESS


 


		9.1	Obligations of Full Spectrum Biosciences and Shareholders



 


Prior to
the Termination Date, or the earlier
termination of this Agreement,
neither FSB nor the Shareholders shall, directly or indirectly,
negotiate or deal with any party
other than with the Purchaser relating to the
sale or disposition of any part of
the outstanding shares (including the Purchased
Shares) or assets of FSB, or solicit
enquiries or provide information with respect to same.
Notwithstanding the foregoing, nothing contained in this
Agreement shall be interpreted
to extend to the acts or omissions
of any person acting in his or her
capacity as a director or officer
of FSB or otherwise to fetter
the proper exercise of discretion
of such person. In addition,
nothing contained in this Agreement will prohibit, prevent or restrict
FSB from furnishing or providing
information in respect of or otherwise
responding to or engaging in discussions or negotiations
in respect of, an unsolicited Alternative Transaction not resulting from
a breach of this
Section 9.01, or the directors of FSB,
in the fulfillment of their fiduciary duties, from supporting or facilitating
any such unsolicited Alternative Transaction, or FSB
or the Shareholders from completing any such Alternative
Transaction, or entering into a definitive
and binding agreement to effect
such an Alternative Transaction, if directors of FSB determine
in good faith, after consultation, to the extent considered appropriate
by the directors, with its financial and legal
advisors, that such unsolicited Alternative Transaction constitutes, or
could reasonably be expected to lead
to or result in, a transaction
that would, if consummated in accordance
with its terms, be more favourable to FSB or
the Shareholders than the Transaction provided, however, that prior to taking such
action, the directors of FSB shall
have concluded, after considering applicable laws, and receiving advice
of outside counsel that such action would be a proper
exercise of its fiduciary
duties, or is otherwise required
under, applicable laws, that it is appropriate that the directors
take such action in order to properly
discharge their fiduciary duties or that such action
is otherwise required under applicable laws.


 


		9.2	Obligations of Purchaser



 


Prior
to the Termination Date, or the earlier termination of this
Agreement, the Purchaser shall not, directly
or indirectly, negotiate or deal with
any party other than FSB relating to an Alternative
Transaction involving the Purchaser or the acquisition
by the Purchaser of all
or any part of the
outstanding shares or assets or property
of any other person, or
solicit enquiries or provide
information with respect to same, provided that nothing herein shall prevent
the board of directors of the Purchaser
from responding to an unsolicited offer in accordance with their fiduciary duties
as directors.


 


 


ARTICLE
X


GENERAL


 


		10.1	Power of Attorney



 


Each of
the Shareholders hereby severally and
irrevocably appoints FSB as its agent
and attorney to take any action
that is required under the
Agreement or to execute and deliver any documents
on their behalf, including without limitation, for the purposes
of all Closing matters (including without limitation,
the receipt of certificates representing the Payment Shares) and deliveries
of documents and do and cause to be done
all such acts and things as may
be necessary or desirable
in connection with the closing
matters for the Transaction. Without limiting the generality
of the foregoing, FSB may, on its own
behalf and on behalf of the Shareholders,
extend the Time of Closing, modify
or waive any conditions as are contemplated
herein, negotiate, settle and deliver the final
forms of any documents that are necessary
or desirable to give
effect to the Transaction (other than
any escrow agreements required that a Shareholder
may be required to enter
into), extend such time periods as may be contemplated
herein or terminate this Agreement,
in its absolute discretion, as it deems
appropriate. Each of the Shareholders hereby
acknowledges and agrees that any decision or exercise
of discretion made by FSB
under this Agreement, shall be final
and binding upon the Shareholders so long
as such decision or exercise was made
in good faith. The Purchaser shall have
no duty to enquire into the validity
of any document executed or other action taken by FSB
on behalf of the Shareholders pursuant
to this Article X.


 


		10.2	Notices



 


Any
notice, consent, waiver, direction or other
communication required or permitted
to be given under this Agreement (each,
a "notice") shall be in writing
shall be in writing addressed as follows:


 


		(a)	if to the Purchaser:



 


Agritek
Holdings Inc.


777 Brickell
Avenue Suite 500


Miami,
FL. 33131


Attention:B.
Michael Friedman, CEO E-mail:info@agritekholdings.com


 


with
a courtesy copy (which copy shall
not constitute notice to the Purchaser) to:


 


		(b)	if to Shareholders:
Full Spectrum



 





Biosciences Inc.


1624 Market
Street


Denver,
Colorado


 


Attention:
Isa Peguero Friedman


E-mail:
info@fullspectrumbiosciences.com


 


Or such other
address as may be designated by notice given
by either FSB or the Purchaser to the
other in accordance with this Section 10.02. Each
notice shall be personally delivered to the addressee or sent
by e-mail to the addressee and a notice
which is personally delivered or sent
by email shall, if delivered or sent
prior to 4:00 p.m. (local
time of the recipient) on a Business
Day, be deemed to be given and received
on that day and, in any other case,
be deemed to be given and received
on the next Business Day. Any notice delivered to FSB
in accordance with this Section 10.02 prior
to the Time of Closing shall be deemed
to have been delivered to each of
the Shareholders. The previous
sentence of this Section 10.02 shall not apply to a notice given
as contemplated in Section 3.03 of
the occurrence, or failure to occur, of
any event or state of facts
which would or would likely to cause any
of the representations or warranties of any Shareholder
to be untrue or inaccurate or result
in the failure by any Shareholder
to comply with or satisfy any covenant,
condition or agreement, which notice
shall not be deemed to have
been received by such Shareholder unless
delivered to the address of
such Shareholder as reflected in
the books of FSB (or after
the Time of Closing, the books of the Purchaser).
Any Shareholder may, from time to
time, by notice given in accordance
with this Section 10.02, designate or provide an address of such Shareholder
for notices to be given
after the Time of Closing.


 


		10.3	Confidentiality



 


Prior
to Closing and, if the Transaction is
not completed, at all times thereafter,
each of the parties hereto will keep confidential
and refrain from using all information
obtained by it in connection with the transactions contemplated by this Agreement
relating to any other party hereto, provided however
that such obligation shall not apply to any information
which was in the public domain at the time
of its disclosure to a party or which
subsequently comes into the public domain other than as a result
of a breach of such party’s obligations
under this Section 10.03. For greater
certainty, nothing contained herein shall prevent any disclosure of information which
may be required
pursuant to applicable laws or pursuant to an
order in judicial or administrative proceedings
or any other order made by any Governmental
Authority.


 


		10.4	Assignment



 


No
party may assign this Agreement or its rights
or obligations hereunder without the prior
written consent of
the other parties hereto.


 


		10.5	Binding Effect



 


This
Agreement shall be binding upon and shall
endure to the benefit of the
parties hereto and their respective heirs, successors and permitted assigns.


 


		10.6	Waiver



 


No
waiver of any provision of this Agreement
will constitute a waiver of any other
provision, nor will any waiver constitute a continuing
waiver unless otherwise expressly provided.


 


		10.7	Governing Law



 


This
Agreement shall be governed by
and construed and interpreted in accordance
with the laws of the state of
Florida and the federal laws of the United
States applicable therein and is to be
treated in all respects as a United
States contract.


 


		10.8	Expenses



 


Each
party shall be responsible for and bear
all of its own costs and expenses
(including any legal, accounting, banking, broker’s, finder’s, consultant’s
or other fees or expenses)
incurred in connection with the Transaction,
including fees and expenses of its representatives
incurred at any time in connection with
pursuing or consummating the Transaction.


 


 


		10.9	No Personal Liability



 


		(a)	No director, officer, employee
or agent of the Purchaser shall have
any personal liability whatsoever to FSB
or the Shareholders under this Agreement
or any other document delivered in connection
with the Transaction on behalf of the
Purchaser.



 


		(b)	No director,
officer, employee or agent of
FSB (in such capacity) shall
have any personal liability
whatsoever to the
Purchaser under this Agreement
or any other document
delivered in connection with the
Transaction on behalf
of FSB.



 


		10.10	Time of Essence



 


Time
is of the essence of this Agreement and
of each of its provisions.


 


		10.11	Public Announcements



 


FSB
and the Purchaser shall co-operate with the other
in releasing information concerning this Agreement and the transactions contemplated
herein, and shall furnish to and discuss
with the other drafts of all press and
other releases prior to publication. No
press release or other public announcement concerning the proposed
transactions contemplated by this Agreement will be made
by any party hereto without the prior
consent of the
other parties, such consent not to be unreasonably
withheld or delayed; provided that nothing
contained herein shall prevent any party hereto at any
time from furnishing any information
to any Governmental Authority or to the
public if so required by applicable
law.


 


		10.12	Further Assurances



 


Each party
will, upon request but without further consideration, from time to time
promptly execute and deliver all further
documents and take all further action necessary or appropriate
to give effect to and perform
the provisions and intent of this
Agreement and to complete the transactions
contemplated herein.


 


		10.13	Entire Agreement



 


This
Agreement, together with the documents required to be delivered pursuant to
this Agreement and the Loan Documents, constitute
the entire agreement among the parties hereto
pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations, and discussions,
whether oral or written, between the parties
hereto with respect to the subject matter hereof including the
letter agreement dated April 10, 2020.
There are no representations, warranties, covenants
or conditions with respect to the
subject matter hereof except as contained in this
Agreement and any document delivered pursuant
to this Agreement.


 


		10.14	Amendments



 


No
amendment of any provision of this Agreement
will be binding on any party
unless consented to in writing by such party.


 


		10.15	Severability



 


In
the event that any provision or part
of this Agreement is determined
by any court or other judicial or administrative
body to be illegal, null, void, invalid
or unenforceable, that provision shall be severed
to the extent that it is so declared
and the other provisions of this Agreement shall
continue in full force and effect.


 


		10.16	Remedies Cumulative



 


The rights
and remedies of the parties under this Agreement are cumulative
and in addition to and not in substitution for
any rights or remedies provided by law.
Any single or partial exercise by any party
hereto of any right or remedy
for default or breach
of any term, covenant
or condition of this Agreement
does not waive, alter,
affect or prejudice any other right
or remedy to which such party
may be lawfully entitled for the same default
or breach.


 


		10.17	Counterparts



 


This
Agreement may be executed and delivered
in one or more counterparts and may
be executed and delivered by facsimile
or any other electronically communicated method, each of which
when executed and delivered shall be deemed
an original and all of which
counterparts together shall be deemed to constitute
one and the same instrument.


 


		10.18	Independent Legal Advice



 


EACH
SHAREHOLDER ACKNOWLEDGES, CONFIRMS AND AGREES THAT
HE, SHE OR IT HAS HAD THE OPPORTUNITY
TO SEEK AND WAS NOT
PREVENTED OR DISCOURAGED BY
ANY PARTY HERETO FROM SEEKING INDEPENDENT
LEGAL ADVICE PRIOR
TO THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND
THAT, IN THE
EVENT THAT ANY SHAREHOLDER DID
NOT AVAIL HIMSELF/HERSELF/ITSELF WITH THAT
OPPORTUNITY PRIOR TO SIGNING
THIS AGREEMENT, SUCH SHAREHOLDER DID SO VOLUNTARILY
WITHOUT ANY UNDUE PRESSURE AND
AGREES THAT SUCH SHAREHOLDER’S FAILURE TO OBTAIN
INDEPENDENT LEGAL ADVICE
SHALL NOT BE USED BY HIM/HER/IT AS
A DEFENSE TO THE ENFORCEMENT OF HIS/HER/ITS
OBLIGATIONS UNDER THIS AGREEMENT.


 


[Signature
pages follow.]









    	 	 	 



     


    

IN WITNESS
WHEREOF this Agreement has been executed by the parties
hereto on the date first above written.


 


AGRITEK
HOLDINGS INC.


 


By: ____________________________


Name:
B. Michael Friedman 


Title:
CEO and Director





 


 


FULL
SPECTRUM BIOSCIENCES INC.


 


By: ____________________________


Name:
Isa Peguero Friedman


Title:
President



 


 


 


[Signature
pages of the Shareholders follows.]




    	 



    	 



    

Full Spectrum Biosciences Shareholders


 


●


Per:      ____________________________


Authorized Signatory: 


 


 


 


●


Per:      ____________________________


Authorized Signatory: 



 


 


 


●


Per:      ____________________________


Authorized Signatory: 










    	 	 	 



     


    

 


Schedule
B


 


 


Full
Spectrum Biosciences Shareholders Consent Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

FULL
SPECTRUM BIOSCIENCES SHAREHOLDERS
CONSENT AGREEMENT


 


 


THIS
AGREEMENT MADE EFFECTIVE AS OF MARCH 9th, 2020
(the "Agreement").


 


BETWEEN:


 


AGRITEK
HOLDINGS INC.,


a corporation
existing under the laws of the state of Delaware


(the "Purchaser")


 


AND:


 


FULL
SPECTRUM BIOSCIENCES INC.


a corporation
existing under the laws of the state of Colorado


("FSB")


 


AND:


 


THE
FULL SPECTRUM BIOSCIENCES SHAREHOLDERS who


have
executed this Agreement


 


(individually
a "New FSB Shareholders" and collectively the "New FSB Shareholders")


 


WHEREAS:


 


		A.	The Purchaser, FSB and the
Shareholders of FSB entered into
a Share Exchange Agreement dated effective March
9th, 2020 and attached as Schedule
"A" hereto (the "Share Exchange
Agreement");



 


		B.	Pursuant to the
Share Exchange Agreement , FSB agreed to the Transaction
and further agreed to obtain the consent
of the New
FSB Shareholders to the Transaction (as defined
therein); and



 


		C.	The New FSB
Shareholder has agreed to provide such
consent and to be bound by the terms
of the Share Exchange Agreement.



 


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained and other good
and valuable consideration, the receipt
and sufficiency of which is hereby
acknowledged, the parties hereto do covenant
and agree each with the other as follows:


 


		1.	Unless specifically defined herein or
unless the context otherwise requires, terms used herein
which are defined in the Share Exchange Agreement shall have the meanings ascribed
to such terms in the Share Exchange Agreement.



 


		2.	On the execution
of this Agreement by a New FSB Shareholder,
such New FSB Shareholder covenants and agrees
that it shall, together with the Shareholder (the New FSB
Shareholder’s Transferor") from whom such New FSB
Shareholder acquired common shares of FSB as trustee
or nominee for the New FSB
Shareholder’s Transferor, be bound by all of the provisions
of the Share Exchange Agreement as if
such New FSB Shareholder and the New FSB
Shareholder’s Transferor were collectively an original party to the Share
Exchange Agreement including, without
limitation, all representations, warranties and covenants of the New FSB
Shareholder’s Transferor contained therein (provided that it is acknowledged and agreed
that the New FSB Shareholder is the registered
owner of the common shares of
FSB acquired by the New FSB Shareholder referred
to below, but is not the beneficial owner thereof,
and that the New FSB Shareholder’s Transferor
is the beneficial owner of such
shares).






 


		3.	This Agreement shall be subject
to, governed by, and construed in accordance with
the laws of the state of Florida and the federal laws of the United
States applicable therein, and the parties hereby agree
to attorn to the exclusive jurisdiction
of the Courts of Dade County and not
to commence any form of proceedings in
any other forum.



 


		4.	This Agreement may
be signed and returned in counterpart
by email as a PDF attachment,
and each copy so signed shall be
deemed to be an original,
and all such counterparts together shall constitute one and the same
instrument.



 


 


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


 


 


 


AGRITEK
HOLDINGS INC.





 


Per:        ______________________________


Authorized
Signatory




 


 


 


FULL
SPECTRUM BIOSCEIENCES INC.





 


Per:        ______________________________


Authorized
Signatory


 



 


 


AND
THE FOLLOWING NEW FULL SPECTRUM BIOSCIENCES SHAREHOLDERS:


 


 


Name: _________________________________


 


Number
of Shares: ______________


 


Address:    _____________________________


_____________________________


_____________________________


 


 


 


Signed: _____________________________


 


Witness
Name: ______________________


 


Signed: _____________________________


 





 


DATE:
_____________________________