Wolverine Technologies Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is made effective as of the 19th day of
April, 2016. 

BETWEEN: 

	 	WOLVERINE TECHNOLOGIES CORP., company
      incorporated in the 
	 	State of Nevada, with an office at #55-11020
      Williams Road, Richmond, 
	 	British Columbia, Canada V7A 1X8. 
	 	 
	 	(“Pubco”) 


AND: 

	 	DAVE CHALK, with an address at 20629 86A
      Avenue, Langley, British 
	 	Columbia, Canada V1M 3X3. 
	 	  
	 	(the “Purchaser”) 


WHEREAS: 

	A. 	
      the Purchaser is the registered and beneficial owners of
      375,000 Class A Shares of Decision Zone Inc. (representing 15% of the
      issued and outstanding Class A Shares in the capital stock of Decision
      Zone Inc.) (the “DZ Shares”);

	 	 
	B. 	
      the Purchaser wishes to sell the DZ Shares to an
      unrelated third party at arms-length for proceeds to be determined, in
      regards to their fair market value (the “Sale of the DZ Shares”);
      and

	 	 
	C. 	
      upon the terms and subject to the conditions set forth in
      this Agreement, the Purchaser and Pubco have agreed that Pubco shall issue
      the Pubco Shares (as defined herein) to the Purchaser in exchange for one
      third (1/3) of the net proceeds that are received by the Purchaser from
      the Sale of the DZ Shares (the “One Third of
  Proceeds”).



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

	1. 	
      DEFINITIONS




	1.1 	
      Definitions. The following terms have the
      following meanings, unless the context indicates
  otherwise:




	 	(a) 	
      “Agreement” shall mean this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in this
      Agreement, and all amendments and supplements, if any, to this
      Agreement;

	 	 	
       

	 	(b) 	
      “Closing” shall mean the completion of the
      Transaction, in accordance with Section 7 hereof, at which the Closing
      Documents shall be exchanged by the parties, except for those documents or
      other items specifically required to be exchanged at a later
  time;








	 	(c) 	
      “Closing Date” shall mean a date mutually agreed
      upon by the parties hereto in writing and in accordance with Section 10.6
      following the satisfaction or waiver by Pubco and the Purchaser of the
      conditions precedent set out in Sections 5.1 and 5.2,
  respectively;

	 	 	 
	 	(d) 	
      “Closing Documents” shall mean the papers,
      instruments and documents required to be executed and delivered at the
      Closing pursuant to this Agreement;

	 	 	 
	 	(e) 	
      “Exchange Act” shall mean the United States
      Securities Exchange Act of 1934, as amended;

	 	 	 
	 	(f) 	
      “Liabilities” shall include any direct or indirect
      indebtedness, guaranty, endorsement, claim, loss, damage, deficiency,
      cost, expense, obligation or responsibility, fixed or unfixed, known or
      unknown, asserted choate or inchoate, liquidated or unliquidated, secured
      or unsecured;

	 	 	 
	 	(g) 	
      “Pubco Shares” shall mean the 400,000,000 fully
      paid and non-assessable common shares of Pubco in consideration for the
      One Third of Proceeds, to be issued by Pubco to the Purchaser on the
      Closing.

	 	 	 
	 	(h) 	
      “SEC” shall mean the Securities and Exchange
      Commission;

	 	 	 
	 	(i) 	
      “Securities Act” shall mean the United States
      Securities Act of 1933, as amended;

	 	 	 
	 	(j) 	
      “Taxes” shall include international, federal,
      state, provincial and local income taxes, capital gains tax, value-added
      taxes, franchise, personal property and real property taxes, levies,
      assessments, tariffs, duties (including any customs duty), business
      license or other fees, sales, use and any other taxes relating to the
      assets of the designated party or the business of the designated party for
      all periods up to and including the Closing Date, together with any
      related charge or amount, including interest, fines, penalties and
      additions to tax, if any, arising out of tax assessments; and

	 	 	 
	 	(k) 	
      “Transaction” shall mean the purchase of the Pubco
      Shares by the Purchaser in consideration for the One Third of Proceeds
      payable to Pubco from the Purchaser.




	1.2 	
      Schedules. The following schedules are attached to
      and form part of this Agreement:




	 	Schedule 1 	– 	Certificate of Non-U.S. Shareholder  



	1.3 	
      Currency. All references to currency referred to
      in this Agreement are in United States Dollars (USD$), unless expressly
      stated otherwise.




	2. 	
      THE OFFER, PURCHASE AND SALE OF
    SHARES



Offer, Purchase and Sale of
Shares. Subject to the terms and conditions of this Agreement, the Purchaser
hereby covenants and agrees to close the Sale of the DZ Shares and to sell,
assign and transfer the One Third of Proceeds to Pubco, and Pubco hereby
covenants and agrees to accept the One Third of Proceeds on the Closing Date in
consideration for the issuance of the Pubco shares. 

	2.1 	
      Consideration. As consideration for the sale of
      the One Third of Proceeds by the Purchaser to Pubco, Pubco shall allot and
      issue the Pubco Shares to the Purchaser or his nominees.
  The Purchaser acknowledges and agrees that the Pubco Shares are
being issued pursuant to an exemption from the prospectus and registration
requirements of the Securities Act. As required by applicable securities law,
the Purchaser agrees to abide by all applicable resale restrictions and hold
periods imposed by all applicable securities legislation. All certificates
representing the Pubco Shares issued on Closing will be endorsed with the
following legend pursuant to the Securities Act in order to reflect the fact
that the Pubco Shares will be issued to the Purchaser pursuant to an exemption
from the registration requirements of the Securities Act: 







	 	
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A
      U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      “1933 ACT”). 
	 
	 	
       
	 
	 	
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
      BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED
      OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
      HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
      IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
      STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
      1933 ACT.” 
	 



	2.2 	
      Restricted Securities. The Purchaser acknowledges
      that the Pubco Shares issued pursuant to the terms and conditions set
      forth in this Agreement will have such hold periods as are required under
      applicable securities laws and as a result may not be sold, transferred or
      otherwise disposed, except pursuant to an effective registration statement
      under the Securities Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the
      Securities Act and in each case only in accordance with all applicable
      securities laws.




	3. 	
      REPRESENTATIONS AND WARRANTIES OF THE
      PURCHASER



The Purchaser represents and warrants
to Pubco and acknowledges that Pubco is relying upon such representations and
warranties, in connection with the execution, delivery and performance of this
Agreement, notwithstanding any investigation made by or on behalf of Pubco, as
follows: 

	3.1 	
      Authority. The Purchaser has all requisite power
      and authority to execute and deliver this Agreement and any other document
      contemplated by this Agreement (collectively, the “Purchaser
      Documents”) to be signed by the Purchaser and to perform its
      obligations hereunder and to consummate the transactions contemplated
      hereby. This Agreement has been, and the other Purchaser Documents when
      executed and delivered by the Purchaser as contemplated by this Agreement
      will be, duly executed and delivered by the Purchaser and this Agreement
      is, and the other Purchaser Documents when executed and delivered by the
      Purchaser as contemplated hereby will be, valid and binding obligations of the Purchaser
enforceable in accordance with their respective terms except: 







	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.




	3.2 	
      Title and Authority of
Purchaser.



As of the date of this Agreement the
Purchaser is the registered and beneficial owner of and will have good and
marketable title to all of the DZ Shares held by him and will hold such free and
clear of all liens, charges and encumbrances whatsoever; and such DZ Shares held
by the Purchaser has been duly and validly issued and are outstanding as fully
paid and non-assessable common shares in the capital stock of Decision Zone Inc.
The Purchaser has due and sufficient right and authority to enter into this
Agreement on the terms and conditions herein set forth and to transfer the One
Third of the Proceeds held by him immediately prior to the Closing. 

	3.3 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of the
      Transaction, will:




	 	(a) 	
      conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of the Purchaser
      under any term, condition or provision of any loan or credit agreement,
      note, debenture, bond, mortgage, indenture, lease or other agreement,
      instrument, permit, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to the Purchaser, or any of his
      respective material property or assets;

	 	 	 
	 	(b) 	
      violate any applicable laws; or

	 	 	 
	 	(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to the Purchaser or any of his respective material property or
      assets.




	3.4 	
      No Brokers. The Purchaser has incurred any
      independent obligation or liability to any party for any brokerage fees,
      agent’s commissions, or finder’s fees in connection with the Transaction
      contemplated by this Agreement.

	 	 
	3.5 	
      Completeness of Disclosure. No representation or
      warranty by the Purchaser in this Agreement nor any certificate, schedule,
      statement, document or instrument furnished or to be furnished to Pubco
      pursuant hereto contains or will contain any untrue statement of a
      material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.







Notwithstanding Section 10.1 hereof, the representations and
warranties contained in this Section 3 shall survive the Closing indefinitely.


	4. 	
      REPRESENTATIONS AND WARRANTIES OF
    PUBCO



Pubco represents and warrants to the Purchaser and acknowledges
that the Purchaser is relying upon such representations and warranties in
connection with the execution, delivery and performance of this Agreement,
notwithstanding any investigation made by or on behalf of the Purchaser, as
follows: 

	4.1 	
      Organization and Good Standing. Pubco is duly
      incorporated, organized, validly existing and in good standing under the
      laws of the State of Nevada and has all requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted. Pubco is qualified to do business and is in good standing as a
      foreign corporation in each of the jurisdictions in which it owns
      property, leases property, does business, or is otherwise required to do
      so, where the failure to be so qualified would have a material adverse
      effect on the businesses, operations, or financial condition of
    Pubco.

	 	 
	4.2 	
      Authority. Pubco has all requisite corporate power
      and authority to execute and deliver this Agreement and any other document
      contemplated by this Agreement (collectively, the “Pubco
      Documents”) to be signed by Pubco and to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The
      execution and delivery of each of the Pubco Documents by Pubco and the
      consummation by Pubco of the transactions contemplated hereby have been
      duly authorized by its board of directors and no other corporate or
      shareholder proceedings on the part of Pubco is necessary to authorize
      such documents or to consummate the transactions contemplated hereby. This
      Agreement has been, and the other Pubco Documents when executed and
      delivered by Pubco as contemplated by this Agreement will be, duly
      executed and delivered by Pubco and this Agreement is, and the other Pubco
      Documents when executed and delivered by Pubco, as contemplated hereby
      will be, valid and binding obligations of Pubco enforceable in accordance
      with their respective terms, except:




	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.




	4.3 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of the
      Transaction, will:




	 	(a) 	
      conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Pubco under
      any term, condition or provision of any loan or credit agreement, note,
      debenture, bond, mortgage, indenture, lease or other agreement,
      instrument, permit, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to Pubco or any of its material
      property or assets;

	 	 	 
	 	(b) 	
      violate any provision of the applicable incorporation or
      charter documents of Pubco; or








	 	(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to Pubco or any of its material property or
  assets.




	4.4 	
      Validity of Pubco Common Stock Issuable upon the
      Transaction. The Pubco Shares to be issued to the Purchaser upon
      consummation of the Transaction in accordance with this Agreement will,
      upon issuance, have been duly and validly authorized and, when so issued
      in accordance with the terms of this Agreement, will be duly and validly
      issued, fully paid and non-assessable.

	 	 
	4.5 	
      Filings, Consents and Approvals. No filing or
      registration with, no notice to and no permit, authorization, consent, or
      approval of any public or governmental body or authority or other person
      or entity is necessary for the consummation by Pubco of the Transaction
      contemplated by this Agreement to continue to conduct its business after
      the Closing Date in a manner which is consistent with that in which it is
      presently conducted.

	 	 
	4.6 	
      No Brokers. Pubco has not incurred any obligation
      or liability to any party for any brokerage fees, agent’s commissions, or
      finder’s fees in connection with the Transaction contemplated by this
      Agreement.

	 	 
	4.7 	
      Completeness of Disclosure. No representation or
      warranty by Pubco in this Agreement nor any certificate, schedule,
      statement, document or instrument furnished or to be furnished to the
      Purchaser pursuant hereto contains or will contain any untrue statement of
      a material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.




	5. 	
      CLOSING
CONDITIONS




	5.1 	
      Conditions Precedent to Closing by Pubco. The
      obligation of Pubco to consummate the Transaction is subject to the
      satisfaction or written waiver of the conditions set forth below by a date
      mutually agreed upon by the parties hereto in writing and in accordance
      with Section 10.6. The Closing of the Transaction contemplated by this
      Agreement will be deemed to mean a waiver of all conditions to Closing.
      These conditions precedent are for the benefit of Pubco and may be waived
      by Pubco in its sole discretion.




	 	(a) 	
      Representations and Warranties. The
      representations and warranties of the Purchaser set forth in this
      Agreement will be true, correct and complete in all respects as of the
      Closing Date, as though made on and as of the Closing Date and the
      Purchaser will have delivered to Pubco a certificate dated as of the
      Closing Date, to the effect that the representations and warranties made
      by the Purchaser in this Agreement are true and correct.

	 	 	 
	 	(b) 	
      Performance. All of the covenants and obligations
      that the Purchaser is required to perform or to comply with pursuant to
      this Agreement at or prior to the Closing must have been performed and
      complied with in all material respects.

	 	 	 
	 	(c) 	
      Transaction Documents. This Agreement, the
      Purchaser Documents, and all other documents necessary or reasonably
      required to consummate the Transaction, all in form and substance
      reasonably satisfactory to Pubco, will have been executed and delivered to
      Pubco.








	 	(d) 	
      Third Party Consents. Pubco will have received
      duly executed copies of all third party consents and approvals
      contemplated by this Agreement, in form and substance reasonably
      satisfactory to Pubco.

	 	 	 
	 	(e) 	
      No Action. No suit, action, or proceeding will be
      pending or threatened which would:




	 	(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement; or

	 	 	 
	 	(ii) 	
      cause the Transaction to be rescinded following
      consummation.




	 	(f) 	
      Due Diligence Generally. Pubco and its solicitors
      will be reasonably satisfied with their due diligence investigation of the
      Purchaser that is reasonable and customary in a transaction of a similar
      nature to that contemplated by the Transaction,
  including:




	 	(i) 	
      materials, documents and information in the possession
      and control of the Purchaser which are reasonably germane to the
      Transaction; and

	 	 	 
	 	(ii) 	
      a physical inspection of the DZ Shares and the documents
      related to the Sale of the DZ Shares to be sold by the
  Purchaser.




	 	(g) 	
      Compliance with Securities Laws. Pubco will have
      received evidence satisfactory to Pubco that the Pubco Shares issuable in
      the Transaction will be issuable without registration pursuant to the
      Securities Act in reliance on an exemption from the registration
      requirements of the Securities Act provided by Regulation S and/or
      Regulation D.



In order to establish the availability
of the safe harbor from the registration requirements of the Securities Act for
the issuance of the Pubco Shares to the Purchaser or their nominees, the
Purchaser will deliver to Pubco on Closing, the applicable Certificate duly
executed by each Purchaser referred to in Section 7.2(a) of this Agreement. 

	 	(h) 	
      Sale of the DZ Shares. The Purchaser will have
      closed the Sale of the DZ Shares with an unrelated third party at
      arms-length for fair market value.




	5.2 	
      Conditions Precedent to Closing by the Purchaser.
      The obligation of the Purchaser to consummate the Transaction is subject
      to the satisfaction or written waiver of the conditions set forth below by
      a date mutually agreed upon by the parties hereto in writing and in
      accordance with Section 10.6. The Closing of the Transaction will be
      deemed to mean a waiver of all conditions to Closing. These conditions
      precedent are for the benefit of the Purchaser and may be waived by the
      Purchaser in their discretion.




	 	(a) 	
      Representations and Warranties. The
      representations and warranties of Pubco set forth in this Agreement will
      be true, correct and complete in all respects as of the Closing Date, as
      though made on and as of the Closing Date and Pubco will have delivered to
      the Purchaser a certificate dated the Closing Date, to the effect that the
      representations and warranties made by Pubco in this Agreement are true
      and correct.

	 	 	 
	 	(b) 	
      Performance. All of the covenants and obligations
      that Pubco are required to perform or to comply with pursuant to this
      Agreement at or prior to the Closing must have
been performed and complied with in all material respects.
      Pubco must have delivered each of the documents required to be delivered
  by it pursuant to this Agreement.








	 	(c) 	
      Transaction Documents. This Agreement, the Pubco
      Documents and all other documents necessary or reasonably required to
      consummate the Transaction, all in form and substance reasonably
      satisfactory to the Purchaser, will have been executed and delivered by
      Pubco.

	 	 	 
	 	(d) 	
      No Action. No suit, action, or proceeding will be
      pending or threatened before any governmental or regulatory authority
      wherein an unfavorable judgment, order, decree, stipulation, injunction or
      charge would:




	 	(i) 	
      prevent the consummation of any of the transactions
      contemplated by this Agreement; or

	 	 	 
	 	(ii) 	
      cause the Transaction to be rescinded following
      consummation.




	 	(e) 	
      Due Diligence Generally. The Purchaser will be
      reasonably satisfied with their due diligence investigation of Pubco that
      is reasonable and customary in a transaction of a similar nature to that
      contemplated by the Transaction.




	6. 	
      ADDITIONAL COVENANTS OF THE
  PARTIES




	6.1 	
      Notification. Between the date of this Agreement
      and the Closing Date, each of the parties to this Agreement will promptly
      notify the other parties in writing if it becomes aware of any fact or
      condition that causes or constitutes a material breach of any of its
      representations and warranties as of the date of this Agreement, if it
      becomes aware of the occurrence after the date of this Agreement of any
      fact or condition that would cause or constitute a material breach of any
      such representation or warranty had such representation or warranty been
      made as of the time of occurrence or discovery of such fact or condition.
      Should any such fact or condition require any change in the Schedules
      relating to such party, such party will promptly deliver to the other
      parties a supplement to the Schedules specifying such change. During the
      same period, each party will promptly notify the other parties of the
      occurrence of any material breach of any of its covenants in this
      Agreement or of the occurrence of any event that may make the satisfaction
      of such conditions impossible or unlikely.




	7. 	
      CLOSING




	7.1 	
      Closing. The Closing shall take place on the
      Closing Date at the offices of the lawyers for Pubco or at such other
      location as agreed to by the parties. Notwithstanding the location of the
      Closing, each party agrees that the Closing may be completed by the
      exchange of undertakings between the respective legal counsel for the
      Purchaser and Pubco, provided such undertakings are satisfactory to each
      party’s respective legal counsel.

	 	 
	7.2 	
      Closing Deliveries of the Purchaser. At Closing,
      the Purchaser will deliver or cause to be delivered the following, fully
      executed and in the form and substance reasonably satisfactory to
      Pubco:




	 	(a) 	
      an executed Certificate of Non-U.S. Shareholder in the
      form of Schedule 1 attached hereto;








	 	(b) 	
      if the Purchaser appoints any person, by power of
      attorney or equivalent, to execute this Agreement or any other agreement,
      document, instrument or certificate contemplated by this agreement, on
      behalf of the Purchaser, a valid and binding power of attorney or
      equivalent from the Purchaser;

	 	 	 
	 	(c) 	
      the executed agreement regarding the Sale of the DZ
      Shares and all related closing documents as requested by Pubco;

	 	 	 
	 	(d) 	
      a cheque or receipt of a valid electronic wire to Pubco
      representing the One Third of Proceeds;

	 	 	 
	 	(e) 	
      all certificates and other documents required by 5.1 of
      this Agreement;

	 	 	 
	 	(f) 	
      the Purchaser Documents and any other necessary
      documents, each duly executed by the Purchaser, as reasonably required to
      give effect to the Transaction; and

	 	 	 
	 	(g) 	
      copies of all agreements and arrangements required by
      this Agreement.




	7.3 	
      Closing Deliveries of Pubco. At Closing, Pubco
      will deliver or cause to be delivered the following, fully executed and in
      the form and substance reasonably satisfactory to the
  Purchaser:




	 	(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Pubco evidencing approval of
      this Agreement and the Transaction;

	 	 	 
	 	(b) 	
      all certificates and other documents required by Section
      5.2 of this Agreement;

	 	 	 
	 	(c) 	
      share certificates representing the Pubco Shares;
    and

	 	 	 
	 	(d) 	
      the Pubco Documents and any other necessary documents,
      each duly executed by Pubco, as reasonably required to give effect to the
      Transaction.




	8. 	
      TERMINATION




	8.1 	
      Termination. This Agreement may be terminated at
      any time prior to the Closing Date contemplated hereby
  by:




	 	(a) 	
      mutual agreement of Pubco and the Purchaser;

	 	 	 
	 	(b) 	
      Pubco, if there has been a material breach by the
      Purchaser or the Purchaser of any material representation, warranty,
      covenant or agreement set forth in this Agreement on the part of the
      Purchaser or the Purchaser that is not cured, to the reasonable
      satisfaction of Pubco, within ten business days after notice of such
      breach is given by Pubco (except that no cure period will be provided for
      a breach by the Purchaser or the Purchaser that by its nature cannot be
      cured);

	 	 	 
	 	(c) 	
      the Purchaser, if there has been a material breach by
      Pubco of any material representation, warranty, covenant or agreement set
      forth in this Agreement on the part of Pubco that is not cured by the
      breaching party, to the reasonable satisfaction of the Purchaser, within
      ten business days after notice of such breach is given by the Purchaser
      (except that no cure period will be provided for a breach by Pubco that by
      its nature cannot be cured);








	 	(d) 	
      Pubco or the Purchaser, if the Transaction is not closed
      by December 31, 2016, unless the parties hereto agree to extend such date
      in writing; or

	 	 	 
	 	(e) 	
      Pubco or the Purchaser if any permanent injunction or
      other order of a governmental entity of competent authority preventing the
      consummation of the Transaction contemplated by this Agreement has become
      final and non-appealable.




	8.2 	
      Effect of Termination. In the event of the
      termination of this Agreement as provided in Section 8.1, this Agreement
      will be of no further force or effect, provided, however, that no
      termination of this Agreement will relieve any party of liability for any
      breaches of this Agreement that are based on a wrongful refusal or failure
      to perform any obligations.




	9. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL




	9.1 	
      Certain Definitions. For the purposes of this
      Article 9, the terms “Loss” and “Losses” mean any and all
      demands, claims, actions or causes of action, assessments, losses,
      damages, Liabilities, costs, and expenses, including without limitation,
      interest, penalties, fines and reasonable attorneys, accountants and other
      professional fees and expenses, but excluding any indirect, consequential
      or punitive damages suffered by Pubco or the Purchaser including damages
      for lost profits or lost business opportunities.

	 	 
	9.2 	
      Agreement of the Purchaser to Indemnify. The
      Purchaser will indemnify, defend, and hold harmless, to the full extent of
      the law, Pubco and its shareholders from, against, and in respect of any
      and all Losses asserted against, relating to, imposed upon, or incurred by
      Pubco and its shareholders by reason of, resulting from, based upon or
      arising out of:




	 	(a) 	
      the breach by the Purchaser of any representation or
      warranty of the Purchaser contained in or made pursuant to this Agreement,
      any the Purchaser Document or any certificate or other instrument
      delivered pursuant to this Agreement; or

	 	 	 
	 	(b) 	
      the breach or partial breach by the Purchaser of any
      covenant or agreement of the Purchaser made in or pursuant to this
      Agreement, any the Purchaser Document or any certificate or other
      instrument delivered pursuant to this
Agreement.




	9.3 	
      Agreement of the Purchaser to Indemnify. The
      Purchaser will indemnify, defend, and hold harmless, to the full extent of
      the law, Pubco and its shareholders from, against, and in respect of any
      and all Losses asserted against, relating to, imposed upon, or incurred by
      Pubco and its shareholders by reason of, resulting from, based upon or
      arising out of:




	 	(a) 	
      any breach by the Purchaser of Section 2.1 of this
      Agreement; or

	 	 	 
	 	(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by the Purchaser contained in or made
      pursuant to the Certificate executed by the
Purchaser.




	9.4 	
      Agreement of Pubco to Indemnify. Pubco will
      indemnify, defend, and hold harmless, to the full extent of the law, the
      Purchaser from, against, for, and in respect of any and all Losses
      asserted against, relating to, imposed upon, or incurred by the Purchaser
      by reason of, resulting from, based upon or arising out
  of:








	 	(a) 	
      the breach by Pubco of any representation or warranty of
      Pubco contained in or made pursuant to this Agreement, any Pubco Document
      or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 
	 	(b) 	
      the breach or partial breach by Pubco of any covenant or
      agreement of Pubco made in or pursuant to this Agreement, any Pubco
      Document or any certificate or other instrument delivered pursuant to this
      Agreement.




	10. 	
      MISCELLANEOUS
PROVISIONS




	10.1 	
      Effectiveness of Representations; Survival. Each
      party is entitled to rely on the representations, warranties and
      agreements of each of the other parties and all such representation,
      warranties and agreement will be effective regardless of any investigation
      that any party has undertaken or failed to undertake. Unless otherwise
      stated in this Agreement, and except for instances of fraud, the
      representations, warranties and agreements will survive the Closing Date
      and continue in full force and effect until one year after the Closing
      Date.

	 	 
	10.2 	
      Further Assurances. Each of the parties hereto
      will co-operate with the others and execute and deliver to the other
      parties hereto such other instruments and documents and take such other
      actions as may be reasonably requested from time to time by any other
      party hereto as necessary to carry out, evidence, and confirm the intended
      purposes of this Agreement.

	 	 
	10.3 	
      Amendment. This Agreement may not be amended
      except by an instrument in writing signed by each of the
parties.

	 	 
	10.4 	
      Expenses. Pubco will bear all costs incurred in
      connection with the preparation, execution and performance of this
      Agreement and the Transaction contemplated hereby, including all fees and
      expenses of agents, representatives, legal and accountants.

	 	 
	10.5 	
      Entire Agreement. This Agreement, the schedules
      attached hereto and the other documents in connection with this
      transaction contain the entire agreement between the parties with respect
      to the subject matter hereof and supersede all prior arrangements and
      understandings, both written and oral, expressed or implied, with respect
      thereto. Any preceding correspondence or offers are expressly superseded
      and terminated by this Agreement.

	 	 
	10.6 	
      Notices. All notices and other communications
      required or permitted under to this Agreement must be in writing and will
      be deemed given if sent by personal delivery, faxed with electronic
      confirmation of delivery, internationally-recognized express courier or
      registered or certified mail (return receipt requested), postage prepaid,
      to the parties at the addresses (or at such other address for a party as
      will be specified by like notice) on the first page of this
    Agreement.



All such notices and other
communications will be deemed to have been received: 

	 	(a) 	
      in the case of personal delivery, on the date of such
      delivery;

	 	 	 
	 	(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
	 	(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
	 	(d) 	
      in the case of mailing, on the fifth business day
      following mailing.








	10.7 	
      Headings. The headings contained in this Agreement
      are for convenience purposes only and will not affect in any way the
      meaning or interpretation of this Agreement.

	 	 
	10.8 	
      Benefits. This Agreement is and will only be
      construed as for the benefit of or enforceable by those persons party to
      this Agreement.

	 	 
	10.9 	
      Assignment. This Agreement may not be assigned
      (except by operation of law) by any party without the consent of the other
      parties.

	 	 
	10.10 	
      Governing Law. This Agreement will be governed by
      and construed in accordance with the laws of the State of Nevada
      applicable to contracts made and to be performed therein.

	 	 
	10.11 	
      Construction. The language used in this Agreement
      will be deemed to be the language chosen by the parties to express their
      mutual intent, and no rule of strict construction will be applied against
      any party.

	 	 
	10.12 	
      Gender. All references to any party will be read
      with such changes in number and gender as the context or reference
      requires.

	 	 
	10.13 	
      Business Days. If the last or appointed day for
      the taking of any action required or the expiration of any rights granted
      herein shall be a Saturday, Sunday or a legal holiday in the State of
      Nevada, then such action may be taken or right may be exercised on the
      next succeeding day which is not a Saturday, Sunday or such a legal
      holiday.

	 	 
	10.14 	
      Counterparts. This Agreement may be executed in
      one or more counterparts, all of which will be considered one and the same
      agreement and will become effective when one or more counterparts have
      been signed by each of the parties and delivered to the other parties, it
      being understood that all parties need not sign the same
    counterpart.

	 	 
	10.15 	
      Fax and PDF Execution. This Agreement may be
      executed by delivery of executed signature pages by fax or PDF document
      via Email and such execution will be effective for all purposes.

	 	 
	10.16 	
      Independent Legal Advice. The Purchaser
      acknowledges that:




	 	(a) 	
      this Agreement was prepared by the W.L. Macdonald Law
      Corporation for Pubco;

	 	 	 
	 	(b) 	
      W.L. Macdonald Law Corporation received instructions from
      Pubco and does not represent the Purchaser in regards to this
      Agreement;

	 	 	 
	 	(c) 	
      the Purchaser has been requested by Pubco and W.L.
      Macdonald Law Corporation to obtain independent legal counsel and advice
      on this Agreement prior to signing this Agreement;

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

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

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Purchaser waives his rights to obtain
      independent legal advice.







 

[THIS PART LEFT INTENTIONALLY BLANK] 

 

 

 

 





	10.17 	
      Schedules and Exhibits. The schedules and exhibits
      are attached to this Agreement and incorporated
herein.



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

WOLVERINE TECHNOLOGIES CORP. 


		/s/ Richard Haderer 
	Per: 	 
		Name: Richard Haderer 
		Title: Director, CEO and CFO





	Signed, sealed and delivered by 	) 	  
	DAVE CHALK in the presence of: 	) 	  
	  	  	  
	/s/ Wenke Li 	) 	  
	  	) 	  
	Signature of Witness 	) 	/s/ David Chalk 
	  	) 	 
    
	Wenke Li 	) 	DAVE CHALK 
	  	) 	  
	Name of Witness 	) 	  
	  	) 	  






SCHEDULE 1 
TO THE SHARE PURCHASE AGREEMENT BETWEEN
WOLVERINE TECHNOLOGIES CORP. 
AND THE PURCHASER AS SET OUT IN THE 
SHARE
PURCHASE AGREEMENT 

CERTIFICATE OF NON-U.S. SHAREHOLDER 

In connection with the issuance of common stock (the “Pubco
Securities”) of Wolverine Technologies Corp., a company incorporated
pursuant to the laws of the State of Nevada (“Pubco”), to the
undersigned, pursuant to that certain Share Purchase Agreement dated April
______________, 2016 (the “Agreement”), between Pubco and the Purchaser
as set out in the Agreement (the “Purchaser”), the undersigned hereby
agrees, acknowledges, represents and warrants that: 

1.     the undersigned is not a “U.S.
Person” as such term is defined by Rule 902 of Regulation S under the United
States Securities Act of 1933, as amended (“U.S. Securities Act”) (the
definition of which includes, but is not limited to, an individual resident in
the U.S. and an estate or trust of which any executor or administrator or trust,
respectively is a U.S. Person and any partnership or corporation organized or
incorporated under the laws of the U.S.); 

2.     none of the Pubco Securities have
been or will be registered under the U.S. Securities Act, or under any state
securities or “blue sky” laws of any state of the United States, and may not be
offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S, except in accordance with the
provisions of Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and in
compliance with any applicable state and foreign securities laws; 

3.     the undersigned understands and
agrees that offers and sales of any of the Pubco Securities prior to the
expiration of a period of one year after the date of original issuance of the
Pubco Securities (the one year period hereinafter referred to as the
Distribution Compliance Period) shall only be made in compliance with the safe
harbor provisions set forth in Regulation S, pursuant to the registration
provisions of the U.S. Securities Act or an exemption therefrom, and that all
offers and sales after the Distribution Compliance Period shall be made only in
compliance with the registration provisions of the U.S. Securities Act or an
exemption therefrom and in each case only in accordance with applicable state
and foreign securities laws; 

4.     the undersigned understands and
agrees not to engage in any hedging transactions involving any of the Pubco
Securities unless such transactions are in compliance with the provisions of the
U.S. Securities Act and in each case only in accordance with applicable state
and provincial securities laws; 

5.     the undersigned is acquiring the
Pubco Securities for investment only and not with a view to resale or
distribution and, in particular, it has no intention to distribute either
directly or indirectly any of the Pubco Securities in the United States or to
U.S. Persons; 

6.     the undersigned has not acquired the
Pubco Securities as a result of, and will not itself engage in, any directed
selling efforts (as defined in Regulation S under the U.S. Securities Act) in
the United States in respect of the Pubco Securities which would include any
activities undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States for the
resale of any of the Pubco Securities; provided, however, that the undersigned
may sell or otherwise dispose of the Pubco Securities pursuant to registration
thereof under the U.S. Securities Act and any applicable state and provincial securities laws or
under an exemption from such registration requirements; 




7.     the statutory and regulatory basis
for the exemption claimed for the sale of the Pubco Securities, although in
technical compliance with Regulation S, would not be available if the offering
is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act or any applicable state and provincial securities laws; 

8.     the undersigned has not undertaken,
and will have no obligation, to register any of the Pubco Securities under the
U.S. Securities Act; 

9.     Pubco is entitled to rely on the
acknowledgements, agreements, representations and warranties and the statements
and answers of the Purchaser contained in the Agreement and those of the
undersigned contained in this Certificate, and the undersigned will hold
harmless Pubco from any loss or damage either one may suffer as a result of any
such acknowledgements, agreements, representations and/or warranties made by the
Purchaser and/or the undersigned not being true and correct; 

10.     the undersigned has been advised to
consult their own respective legal, tax and other advisors with respect to the
merits and risks of an investment in the Pubco Securities and, with respect to
applicable resale restrictions, is solely responsible (and Pubco is not in any
way responsible) for compliance with applicable resale restrictions; 

11.     none of the Pubco Securities are
listed on any stock exchange or automated dealer quotation system and no
representation has been made to the undersigned that any of the Pubco Securities
will become listed on any stock exchange or automated dealer quotation system,
except that currently certain market makers make market in the common shares of
Pubco on the OTC Bulletin Board; 

12.     the undersigned is outside the
United States when receiving and executing this Agreement and is acquiring the
Pubco Securities as principal for their own account, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and no other person has a direct or indirect
beneficial interest in the Pubco Securities; 

13.     neither the SEC nor any other
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Pubco Securities; 

14.     the Pubco Securities are not being
acquired, directly or indirectly, for the account or benefit of a U.S. Person or
a person in the United States; 

15.     the undersigned acknowledges and
agrees that Pubco shall refuse to register any transfer of Pubco Securities not
made in accordance with the provisions of Regulation S, pursuant to registration
under the U.S. Securities Act, or pursuant to an available exemption from
registration under the U.S. Securities Act; 

16.      the undersigned understands
and agrees that the Pubco Securities will bear the following legend: 

	 	
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
        OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
        PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED (THE “1933 ACT”). 
	 






	 	
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT.” 
	 


17.     the address of the undersigned
included herein is the sole address of the undersigned as of the date of this
certificate. 

IN WITNESS WHEREOF, I have executed this Certificate of
Non-U.S. Shareholder. 

	 	 	Date: April _____, 2016 
	Signature 	 	  
	 	 	 
	Print Name 	 	  
	 	 	 
	Title (if applicable) 	 	  
	 	 	 
	Address