Exhibit 10.1


 


between


 


MusclePharm
Corporation


 


and


 


BioZone
Holdings, Inc.


 


and


 


biozone
laboratories, inc.


 


dated
as of


 


April
21, 2016


 




    	 	 	 



     


    

  


TABLE OF CONTENTS


 


	1	PURCHASE OF BIOZONE SHARES	1
	1.1	Sale of Stock.	1
	1.2	Instruments of Conveyance.	1
	1.3	Consideration.	1
	1.4	Payment of Purchase Price.	1
	1.5	Guaranty.	4
	 	 	 
	2	TARGET PRICE ADJUSTMENTS	4
	2.1	Net Working Capital Adjustment	4
	2.2	Deferred Maintenance and Missing Equipment	6
	2.3	Equipment Buyout Adjustment	6
	 	 	 
	3	THE CLOSING	6
	3.1	Closing.	6
	3.2	Payment of Closing Payment.	7
	3.3	Transfer of BioZone Shares.	7
	3.4	Gel Pack Purchase Order.	7
	3.5	Accounts Payable Payment.	7
	 	 	 
	4	REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER AND COMPANY	7
	4.1	Organization and Qualification of Company.	7
	4.2	Subsidiaries; Names; Capital Stock; Officers and Directors	8
	4.3	Authority of the Shareholder.	8
	4.4	Effect of Agreement.	8
	4.5	Financial Statements.	9
	4.6	Undisclosed Liabilities.	9
	4.7	Absence of Certain Changes or Events.	9
	4.8	Deposits	10
	4.9	Tax Matters.	11
	4.10	Title to BioZone Shares; Title to Properties; Absence of Liens and Encumbrances; Leases.	11
	4.11	List of properties, Contracts and Other Data.	11
	4.12	Litigation.	13
	4.13	Labor Matters.	13
	4.14	Patents; Trademarks; Intellectual Property Rights.	14
	4.15	Assets.	14
	4.16	Insurance.	15
	4.17	Trade Notes and Accounts Receivable; Trade Notes and Accounts Payable; Inventory.	15
	4.18	Licenses; Permits; Authorizations.	15
	4.19	Compliance with Applicable Law.	16
	4.20	Pension and Employee Benefit Plans.	16
	4.21	No Noncompetes.	16
	4.22	Assets Relationship to Business of the Company.	17
	4.23	Environmental Matters.	17
	4.24	Books and Records.	18
	4.25	Condition of Assets.	18
	4.26	Product Warranty; Company Liability.	18
	4.27	Disclosure.	19



 






    	BioZone Share Acquisition Agreement	 	 ii



     


    

 


	5	REPRESENTATIONS AND WARRANTIES BY BUYER	19
	5.1	Authority of Buyer.	19
	5.2	Disclosure.	20
	 	 	 
	6	TRANSACTIONS PRIOR TO THE CLOSING DATE	20
	6.1	Access to Information.	20
	6.2	Conduct of the Company’s Business Pending the Closing Date.	20
	6.3	Notice of Breach.	22
	6.4	Exclusivity; Non-Circumvention.	22
	6.5	Reasonable Best Efforts.	23
	6.6	Authorization from Others.	23
	6.7	Public Announcements.	23
	 	 	 
	7	TRANSACTIONS AFTER THE CLOSING	23
	7.1	Access Agreement and Assignment	23
	7.2	I.R.S. Tax Lien.	24
	 	 	 
	8	CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER	24
	8.1	Accuracy of Representations and Warranties.	24
	8.2	Performance of Agreements.	24
	8.3	Officers’ Certificate.	24
	8.4	Shareholder’s Certificate.	24
	8.5	Secretary’s Certificate.	25
	8.6	Employment Agreements.	25
	8.7	Manufacturing Agreements.	25
	8.8	Administrative Services Agreement.	25
	8.9	Resignations.	25
	8.10	Stock Certificates; Stock Powers.	25
	8.11	Purchase Order.	26
	8.12	AP Payment.	26
	8.13	Assignment of Patent.	26
	8.14	Records.	26
	8.15	Actual or Threatened Actions.	26
	8.16	Material Adverse Effect.	26
	8.17	Approval of Buyer’s Lender.	26
	8.18	Consents.	26
	8.19	Resolutions of Board of Directors.	27
	8.20	Intercompany Debt.	27
	 	 	 
	9	CONDITIONS PRECEDENT TO THE OBLIGATIONS TO THE SHAREHOLDER	27
	9.1	Accuracy of Representations and Warranties.	27
	9.2	Release of Shareholder form Operating Leases.	27
	9.3	Sub Lease for 701 Willow.	27
	9.4	Performance of Agreements.	27
	9.5	Officers’ Certificate.	28
	9.6	Resolutions of Board of Directors.	28
	9.7	Actual or Threatened Actions.	28
	 	 	 
	10	CFC PAYABLE	28
	 	 	 
	11	BROKERAGE	28



 






    	BioZone Share Acquisition Agreement	 	 iii



     


    

 


	12	NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES	28
	12.1	Events of Default.	28
	12.2	Survival of Representations, Etc.	28
	 	 	 
	13	INDEMNIFICATION	29
	13.1	Indemnification to Buyer.	29
	13.2	Indemnification to the Shareholder.	29
	13.3	Representation, Cooperation and Settlement	30
	13.4	Certain Limitations.	31
	13.5	Payment of Indemnification Obligations.	31
	 	 	 
	14	TERMINATION OF AGREEMENT	31
	14.1	Termination.	31
	14.2	Effect of Termination.	32
	14.3	Right to Proceed.	32
	 	 	 
	15	TAX MATTERS.	32
	 	 	 
	16	MISCELLANEOUS	32
	16.1	Waivers and Amendment.	32
	16.2	Expenses.	33
	16.3	Taxes.	33
	16.4	Occurrences of Conditions Precedent.	33
	16.5	Notices.	33
	16.6	Integration Clause.	35
	16.7	Binding Effect; Benefits.	35
	16.8	Non assignability.	35
	16.9	Applicable Law; Choice of Forum.	35
	16.10	Further Assurances.	35
	16.11	Interpretation; Counterparts.	36
	 	 	 
	17	DEFINITIONS	36


 




    	BioZone Share Acquisition Agreement	 	 iv



     


    

 


AGREEMENT FOR THE PURCHASE AND SALE OF
STOCK


 


THIS STOCK PURCHASE
AGREEMENT (“Agreement”) is made this 21st day of April, 2016, by and among BioZone Holdings, Inc.. (“Buyer”),
a Delaware corporation having its principal office at 28350 Witherspoon Parkway, Valencia, California; BioZone Laboratories, Inc.,
a Nevada Corporation (“Company”); MusclePharm Corporation, a Nevada corporation having its principal office at 4721
Ironton St., Unit A, Denver, Colorado (“Shareholder”), and Flavor Producers, Inc., a California corporation having
its principal office at 28350 Witherspoon Parkway, Valencia, California (“Guarantor”). Buyer, Company, Shareholder
and Guarantor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”


 


WHEREAS, the Shareholder
owns all of the issued and outstanding stock of the Company, consisting of 100 shares of common stock, par value $.0010 per share
(“BioZone Shares”);


 


WHEREAS, Shareholder
desires to sell the BioZone Shares to Buyer, and Buyer desires to acquire the BioZone Shares from Shareholder.


 


NOW, THEREFORE, in
consideration of the promises and the respective agreements hereinafter set forth, Buyer and Shareholder hereby agree as follows:


 


		1	PURCHASE OF BIOZONE SHARES



 


1.1         Sale
of Stock. 


 


Upon the terms and
subject to the conditions set forth in this Agreement, on the Closing Date (as defined herein), the Shareholder will sell, convey,
assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from the Shareholder, free and clear of any and all
liens, claims, charges, security interests, encumbrances and restrictions of any kind whatsoever, other than those imposed by federal
or state securities laws (“Liens”) the BioZone Shares.


 


1.2         Instruments
of Conveyance. 


 


On the Closing Date,
the Shareholder will deliver to Buyer the certificates representing the BioZone Shares, together with stock powers duly endorsed
for transfer in blank in a form reasonably satisfactory to the Buyer and any stamps or other evidence of the payment of documentary
taxes required in connection with such delivery.


 


1.3         Consideration.



 


The aggregate purchase
price (the “Purchase Price”) for the BioZone Shares at closing will be Nine Million Eight Hundred Thousand Dollars
($9,800,000.00) (the “Target Price”), less any Target Price Adjustments set forth in Article 2 hereof.


 


1.4         Payment
of Purchase Price. 


 


The Purchase Price
will be payable on the Closing Date as follows:


 


1.4.1       Eight
Million Three Hundred Thousand Dollars ($8,300,000.00) (“Closing Payment”) which is the amount equal to the Target
Price less the Holdback Amount as set forth in Section 1.4.2 below, less the adjustments set forth in Section 2.3, and less the
payments set forth in Sections 3.4 and 3.5 will be paid in immediately available funds by electronic wire transfer to an account
in accordance with the written instructions of the Shareholder; and


 




    	BioZone Share Acquisition Agreement	 	1



     


    

 


1.4.2       If
EBITDA of the Buyer (or for the avoidance of doubt the business represented by the Assets (the “Business”) is Seven
Hundred Fifty Thousand Dollars ($750,000.00) or more for the twelve month calendar period commencing on the first day of the month
following the Closing Date (the “Earn-Out Period”), Buyer shall pay to Shareholder an additional One Million Five Hundred
Thousand Dollars ($1,500,000.00) (the “Holdback Amount”), without interest, subject to deductions for (i) Target Price
Adjustments not taken prior to Closing, (ii) amounts due from Shareholder to Company and/or Guarantor as a result of any breach,
specifically including but not limited to any then-past due payable, by Shareholder of any other agreement between it and the Company
or Guarantor, specifically including but not limited to the BioZone Manufacturing Agreement and the FPI Supply Agreement; and (iii)
to satisfy any and all claims made by Buyer or any other Buyer Indemnitee against Shareholder pursuant to Section 13.


 


1.4.3       Within
thirty (30) Business Days after the completion of the Earn-Out Period, Buyer shall provide to the Shareholder a detailed statement
of Buyer’s good faith calculations of EBITDA for the Earn-Out Period (the "Earn-Out Statement"). Buyer shall provide
to the Shareholder a copy of all relevant financial statements and copies of such records and work papers ("Supporting Documentation")
which are reasonably required to support the Earn-Out Statement. The Shareholder shall have the right to inspect Buyer’s
and its affiliates books and records during business hours, and shall have reasonable access to the personnel responsible for the
preparation of the Earn-Out Statement, upon reasonable prior notice and solely for purposes reasonably related to verification
of the calculations of EBITDA ("Access Rights") set forth in the Earn-Out Statement. The Shareholder shall be entitled
to object to the calculation of EBITDA for the Earn-Out Period by delivery to Buyer of written notice of objection thereto (a "Notice
of Objection"), describing in reasonable detail the nature of the objection(s) asserted. If the Shareholder fails to deliver
a Notice of Objection to Buyer within sixty (60) Business Days following receipt of the Earn-Out Statement, the determination of
EBITDA for the Earn-Out Period set forth in the Earn-Out Statement shall be final, binding and conclusive on the parties hereto.
In addition, within thirty (30) Business Days after the completion of each of the Buyer’s first three calendar quarters ending
during the Earn-Out Period, Buyer shall provide to the Shareholder a statement of Buyer’s good faith calculations of EBITDA
for such quarter (the "Quarterly Earn-Out Estimates"), together with copies of the Supporting Documentation related thereto.
The Shareholder and Buyer shall promptly endeavor to negotiate in good faith to agree on the estimates set forth in any Quarterly
Earn-Out Estimates and the Shareholder shall have Access Rights for such purpose. To the extent the Shareholder and Buyer agree
on the calculations therein, such calculations of EBITDA shall be used in the preparation of the Earn-Out Statement. Any disagreements
that are not resolved prior to the delivery of the Earn-Out Statement shall be resolved by submission of a Notice of Objection
in accordance with the dispute resolution procedures described herein.


 


1.4.4       If
the Shareholder timely delivers a Notice of Objection to Buyer, then any dispute shall be resolved as follows: In the event the
Buyer and the Shareholder are unable to resolve such differences within ten (10) business days after receipt of the Notice of Objection,
subject to any reasonable extensions necessary to allow the Buyer to provide the Supporting Documentation, then the Buyer and the
Shareholder shall engage BDO USA, LLP (the “Auditors”) or a CPA firm mutually agreed to by the parties to review the
books and records of the Company and such other documents as the Auditors may determine (including the Supporting Documentation)
for the purposes of resolving all the disputed items in a prompt and timely fashion, and a copy of the written decision of the
Auditors shall be delivered by the Auditors to each of the Buyer and the Shareholder. The determination of the Auditors shall be
binding and conclusive on the Parties absent manifest error.


 




    	BioZone Share Acquisition Agreement	 	2



     


    

 


1.4.5       Following
either (i) the date that the Earn-Out Statement is delivered to the Shareholder reflecting that the Holdback Amount is due or (ii)
the date of the final resolution of any dispute concerning the Earn-Out Statement in accordance with Section 1.4.4 with a finding
that the Holdback Amount is due, Buyer shall deliver to Shareholder the Holdback Amount (less any permitted deductions), as promptly
as possible but, in any event, within three (3) Business Days of such date.


 


1.4.6       In
the event the Holdback Amount (less any permitted adjustments) is not paid on the due date, then in addition to all other rights
of the Shareholder, the unpaid Holdback Amount shall accrue interest at the rate of five percent (5%) per annum from the first
anniversary of the Closing until paid.


 


1.4.7       During
the Earn-Out Period, Buyer and the Guarantor shall, and shall cause the Company to, (i) operate the Business in a manner which
they in good faith believe to be in the best interests of all of its shareholders and that is not detrimental to the long-term
value of the Company, and (2) in the ordinary course in a manner consistent with the Company's past practices or current practices;
(ii) subsequent to termination of the Administrative Services Agreement maintain separate books and records of the Company,
including, but not limited to, separate quarterly profit and loss statements of the Company, so as to make calculation of EBITDA
feasible and verifiable and the Quarterly Earn-Out Estimates available; (iii) assure that all transactions with any Affiliate of
the Buyer or the Guarantor are at arm’s length terms; (iv) record all revenue and expenses in accordance with GAAP; and (iv) not
act in an arbitrary or commercially unreasonable manner in the conduct or operation of the Company if such action would be reasonably
likely to materially interfere with the achievement of the payment of the Holdback Amount (which shall include not taking any of
the following actions without making an equitable adjustment to the EBITDA target to fully compensate for the adverse effect
of such action(s) on the achievement of such target):  (x) materially deviating from any of the contract terms of
the agreements or assign, transfer or novate any of the Company's contracts set forth in Schedule 4.11.4 without counting the revenues
associated with such contracts as "Revenues" hereunder, or (z) disposing or agreeing to dispose of, directly or
indirectly, those Assets set forth on Schedules 4.11.4 or 4.15). 


 




    	BioZone Share Acquisition Agreement	 	3



     


    

 


1.5         Guaranty.



 


Guarantor hereby unconditionally,
absolutely and irrevocably guarantees the due and prompt payment of the obligations of the Buyer to pay the Closing Payment, the
Holdback Amount and to indemnify the Shareholder with respect to the Company’s payment obligations under the Operating Leases
and the Sub-Lease (the “Guaranteed Obligations”). Guarantor hereby waives any rights of set-off against, defense to,
or reduction of, the Guaranteed Obligations based upon any claim Guarantor may have against any other Person. It shall not be necessary
for the Shareholder (and Guarantor hereby waives any rights which Guarantor may have to require the Shareholder), in order to enforce
the obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any other Person, (ii) join
any other Person in any action seeking to enforce this Agreement, or (iii) resort to any other means of obtaining payment of the
Guaranteed Obligations. The Shareholder shall not be required to take any action to reduce, collect or enforce the Guaranteed Obligations.
Guarantor waives notice of: (a) any amendment or modification of this Agreement or the Ancillary Agreements, (b) protest, proof
of non-payment or default by the Buyer or any other Person, or (c) any other action at any time taken or omitted by the Shareholder,
and, generally, all demands and notices of every kind. Guarantor agrees to each of the following, and agrees that its obligations
under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives
any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise
have as a result of or in connection with (1) any renewal, extension, increase, modification, alteration or rearrangement of all
or any part of the Guaranteed Obligations; (2) any insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability,
dissolution, asset sale or transfer or change of structure or organization of Buyer, (3) the invalidity, illegality or unenforceability
of all or any part of the Guaranteed Obligations, (4) any full or partial release of the liability of the Buyer or any other Person
or any part thereof or (5) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, whether or
not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed
Obligations pursuant to the terms hereof. The guaranty set forth in this Guaranty is a continuing guaranty of payment, and it will
not be discharged until, and will remain in full force and effect until, payment in full of the amounts required to be paid the
Shareholder as provided for in this Agreement and the fulfillment of Buyer’s indemnification obligations as set forth above.
Guarantor irrevocably waives, on behalf of itself and its successors and assigns, until payment in full of the Guaranteed Obligations,
any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or any
other rights that could accrue to a guarantor against a principal, maker or obligor, and which Guarantor may have or hereafter
acquire in connection with or as a result of Guarantor’s execution, delivery and/or performance of this Guaranty. This waiver
is intended to benefit Shareholder and shall not limit or otherwise effect Guarantor’s liability hereunder or the enforceability
of this Guaranty.


 


		2	TARGET PRICE ADJUSTMENTS



 


The Target Price shall be subject to the
following adjustments (collectively the “Target Price Adjustments”) to be made without duplication:


 


2.1         Net
Working Capital Adjustment


 


The Target Price shall
be subject to a net working capital adjustment, which shall be determined as follows:


 


2.1.1       At
least three (3) business days prior to the Closing Date, the Shareholder shall deliver to the Buyer a preliminary Net Working Capital
statement prepared in accordance with GAAP based upon the estimated Net Working Capital of the Company as of the Closing Date (the
“Preliminary Net Working Capital Statement”).


 


2.1.2       As
soon as reasonably practical after the Closing Date and in any event not later than sixty (60) days following the Closing Date,
the Buyer shall review the books and records of the Company and such other documents as the Buyer may reasonably determine to be
necessary (including the working papers used to prepare the Preliminary Working Capital Statement) and shall prepare and deliver
to the Shareholder a statement of assets and liabilities of the Company as of the Closing Date (“Closing Date Financial Statements”)
and a post-closing Net Working Capital statement prepared in accordance with GAAP, reflecting the actual Net Working Capital of
the Company at the Closing (the “Post-Closing Net Working Capital Statement”). Upon the Buyer’s completion of
the Post-Closing Net Working Capital Statement, the Buyer shall deliver such statement to the Shareholder for acceptance or rejection.
If Buyer does not deliver to Shareholder a Post-Closing Net Working Capital Statement within said sixty (60) day period, Shareholder
may send written notice of such failure and demand for such Statement to Buyer. If Buyer fails to provide such Statement to Shareholder
within fifteen (15) days of such demand, then Buyer shall be deemed to have accepted the Preliminary Net Working Capital Statement.


 




    	BioZone Share Acquisition Agreement	 	4



     


    

 


2.1.3       After
receipt of the Post-Closing Working Capital Statement, the Shareholder shall have 30 days (the “Review Period”) to
review the Closing Working Capital Statement. During the Review Period, the Shareholder and the Shareholder’s accountants
shall have full access to the relevant books and records of Buyer and the Company, the personnel of, and work papers prepared by,
Buyer and/or Buyer's accountants to the extent that they relate to the Post-Closing Working Capital Statement and to such historical
financial information (to the extent in Buyer's possession) relating to the Post-Closing Working Capital Statement as the Shareholder
may reasonably request for the purpose of reviewing the Post-Closing Working Capital Statement and to prepare a Statement of Objections.


 


2.1.4       If
the Shareholder accepts the Post-Closing Net Working Capital Statement, the Shareholder shall notify the Buyer of such acceptance
in writing within thirty (30) days following the receipt of such statement. In the event that the Net Working Capital reflected
on the Post-Closing Net Working Capital Statement is less than the Target Working Capital, the Shareholder shall, within ten (10)
business days following demand from the Buyer, pay such difference to the Buyer, in cash. In the event that the Net Working Capital
reflected on the Post-Closing Net Working Capital Statement is greater than the Target Working Capital, the Buyer shall, within
ten (10) business days following demand of the Shareholder, pay, in cash, such difference to the Shareholder. If, within the Review
Period, the Shareholder rejects the Post-Closing Net Working Capital Statement, then the Shareholder shall notify the Buyer of
such rejection in writing together with reasonable details of the reasons therefore and any supporting documentation, including
working papers, reasonably necessary to evaluate the Shareholder’s rejection of the Post-Closing Net Working Capital Statement
(the “Statement of Objections”). If the Shareholder does not provide to the Buyer notice of acceptance or rejection
of the Post-Closing Net Working Capital Statement or or before the end of the Review Period, then the Shareholder shall be deemed
to have accepted the Post-Closing Net Working Capital Statement.


 


2.1.5       In
the event the Shareholder rejects the Post-Closing Net Working Capital Statement as described in Section 2.1.2 above, then the
Buyer and the Shareholder shall thereafter discuss in good faith their differences regarding the Post-Closing Net Working Capital
Statement and use their reasonable efforts to resolve such differences. In the event the Buyer and the Company are unable to resolve
such differences within ten (10) business days after receipt of the Shareholder’s notice of rejection as described in Section
2.1.4 above, subject to any reasonable extensions necessary to allow the Shareholder to provide the supporting documentation referred
to in Section 2.1.4, then the Buyer and the Shareholder shall engage the Auditors to review the books and records of the Company
and such other documents as the Auditors may determine (including the working papers used to prepare the Post-Closing Net Working
Capital Statement) for the purposes of resolving all the disputed items in a prompt and timely fashion, and a copy of the written
decision of the Auditors shall be delivered by the Auditors to each of the Buyer and the Shareholder. The determination of the
Auditors shall be binding and conclusive on the Parties absent manifest error. The Buyer and the Shareholder shall share equally
in the cost of the Auditors; provided however, if the Auditors determine that the actual Net Working Capital is more than twenty
percent (20%) higher than the Net Working Capital shown on the Post-Closing Net Working Capital Statement, then the Buyer shall
pay the full cost of the Auditors; provided, further, if the Auditors determine that the actual Net Working Capital is more than
twenty percent (20%) lower than the Net Working Capital shown on the Post-Closing Net Working Capital Statement, then the Shareholder
shall pay the full cost of the Auditors.


 




    	BioZone Share Acquisition Agreement	 	5



     


    

 


2.1.6       In
the event the Auditors’ review pursuant to Section 2.1.5 results in any adjustment of the amounts set forth in the Post-Closing
Net Working Capital Statement, then the Auditors shall prepare a revised Post-Closing Net Working Capital Statement, which revised
Post-Closing Net Working Capital Statement shall be deemed to be the approved Post-Closing Net Working Capital Statement for purposes
of Section 2.1.4 above.


 


2.1.7       Any
rights accruing to any Party under this Section 2.1 shall be in addition to and independent of the rights to indemnification under
Section 13.1 and any payments made to any Party under this Section 2.1 shall not be subject to the requirements of Article 13;
provided, however, that the remedies provided in this Section 2.1 and any amounts payable pursuant to Article 13 shall be cumulative,
but not duplicative, provided further, however, that to the extent an adjustment to the Purchase Price or Closing Payment, or a
payment after the Closing Date under this Section 2.1, has addressed a breach of a representation or warranty under Section 4,
the Buyer shall not be entitled to a claim under Article 13 on account thereof to the extent the adjustment addressed the breach.


 


2.1.8       For
purposes of determining the Target Price Adjustment under this Section 2.1, the payment, elimination of payables, or other consequence
of performance of Section 3.5 shall be disregarded.


 


2.2         Deferred
Maintenance and Missing Equipment


 


An adjustment to Target
Price shall be made to reimburse Buyer for any third-party costs incurred by Buyer within 180 days after the Closing, in excess
of $25,000, to perform any Deferred Maintenance to Company manufacturing equipment (as set forth on Schedule 2.2 herein but expressly
excluding “Mespac Gel Line” and the “ALPS BFS Line” equipment) or to replace missing components (other
than ordinary course deferrals or losses) which have not been disclosed herein. For purposes hereof “Deferred Maintenance”
shall mean maintenance of such equipment in general accordance with the applicable manufacturer’s written maintenance guidelines
which should have been, but was not, performed prior to Closing. Any claim by Buyer for reimbursement of Deferred Maintenance must
be made within one hundred eighty (180) days of Closing.


 


2.3         Equipment
Buyout Adjustment


 


A reduction to the
Target Price shall be made for the cost to the Company on the Closing Date of for the purchase of all equipment that is the subject
of that certain lease between Shareholder and CCA Financial, LLC that exceeds Nine Hundred Thousand Dollars ($900,000.00).


 


		3	THE CLOSING



 


3.1         Closing.


 


The closing (“Closing”)
with respect to the transactions provided for in this Agreement shall take place remotely via the exchange of documents and signatures
at 5:00 p.m. Pacific Standard Time on April 29, 2016 (or on such later time and date as the parties may agree). The time and date
of the Closing is hereinafter called the “Closing Date.”


 




    	BioZone Share Acquisition Agreement	 	6



     


    

 


3.2         Payment
of Closing Payment.


 


At the Closing, the
Buyer shall deliver the Closing Payment, as adjusted pursuant to Section 2.3, and the payments to be made pursuant to Sections
3.4, and 3.5 of this Agreement, by immediately available funds by electronic wire transfer to an account in accordance with the
written instructions of the Shareholder.


 


3.3         Transfer
of BioZone Shares. 


 


At the Closing, the
Shareholder shall transfer to Buyer or its nominee the BioZone Shares, free and clear of all Liens. Said transfer shall be effected
by delivery to Buyer of the stock certificates representing the BioZone Shares duly executed in blank or accompanied by duly executed
stock powers in blank. The Shareholder acknowledges that the BioZone Shares are unique and not otherwise available, and agree that,
in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by the Shareholder hereunder,
including, without limitation, an action for specific performance.


 


3.4         Gel
Pack Purchase Order.


 


At the Closing, the
Shareholder shall deliver to the Company its non-cancelable purchase order and payment for Two Million Dollars ($2,000,000.00)
of gel packs (“Initial Purchase Order”) pursuant to the BioZone Manufacturing Agreement.


 


3.5         Accounts
Payable Payment.


 


At the Closing, the
Shareholder shall pay to the Company Three Hundred Fifty Thousand Dollars ($350,000.00) (“AP Payment”) to be allocated
to accounts payable of the Company as determined by the Buyer and the Shareholder.


 


		4	REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER AND COMPANY



 


Shareholder and the Company hereby jointly
and severally represent, warrant and agree as of the date hereof and as of the date of the Closing as follows:


 


4.1         Organization
and Qualification of Company. 


 


The Company is a corporation
duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite corporate
power and authority to own, operate and lease its properties, to carry on its business as now being conducted and to enter into
this Agreement and perform its obligations hereunder. The copies of the Articles of Incorporation and Bylaws of the Company, as
amended as of the date hereof, which have been delivered by the Company to Buyer, are complete and correct. The Company is duly
qualified to do business as a foreign corporation and is in good standing in each of the jurisdictions listed in Schedule 4.1 hereto
and the Company has not failed to qualify in any other jurisdiction where such qualification is required, except where the failure
to so qualify would not have a Material Adverse Effect.


 




    	BioZone Share Acquisition Agreement	 	7



     


    

 


4.2         Subsidiaries;
Names; Capital Stock; Officers and Directors


 


4.2.1       The
Company has no subsidiaries.


 


4.2.2       The
Company has not used any name for itself or its operations since its incorporation.


 


4.2.3       The
authorized capital stock of the Company consists of 100 shares of common stock, with $.0010 par value per share, 100 shares of
which are outstanding. All such shares are owned by the Shareholder and have been duly issued, are fully paid for and are non assessable.
The Company holds no shares of its common stock in its treasury. Except as set forth in Schedule 4.2.3 hereof, there are no outstanding
or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating
the Company to issue any additional shares of its common stock or any securities convertible into or evidencing the right to subscribe
for any shares of its common stock, nor are there any voting trusts or any other agreements or understandings with respect to the
voting common stock of the Company.


 


4.2.4       There
are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership
or voting of any of the shares of the Company.


 


4.2.5       Schedule
4.2.5 hereto sets forth a true and complete list of the officers and directors of the Company.


 


4.3         Authority
of the Shareholder. 


 


The execution, delivery
and performance by the Company of this Agreement and the other agreements, documents, and instruments contemplated hereby to which
the Company is or will be a party (the “Ancillary Documents”) have been duly and effectively authorized by all necessary
corporate action by the Company. This Agreement has been, and the Ancillary Documents will be, duly executed by the Company and
the Shareholder and are or will be valid, legally binding and enforceable obligations of the Company and the Shareholder except
as enforceability may be limited by bankruptcy, insolvency or laws affecting creditors’ rights generally.


 


4.4         Effect
of Agreement.


 


Except as set forth
in Schedule 4.4 hereto, the execution, delivery and performance of this Agreement and each of the Ancillary Documents by the Company
and the Shareholder and the consummation of the transactions contemplated hereby will not (a) require the consent, approval or
authorization of any person, corporation, partnership, joint venture or other business association or public authority; (b) to
the best knowledge of the Company and the Shareholder, violate, with or without the giving of notice or the passage of time, or
both, any provisions of law or statute or any rule, regulation, order, award, judgment or decree of any court or governmental authority
applicable to the Company or the Shareholder; or (c) with or without the giving of notice, the passage of time, or both conflict
with or result in a breach or termination of any provision of, accelerate the performance or maturity of, constitute a default
under, or result in the creation of any lien, charge or encumbrance upon any of the Assets of the Company or upon any of the BioZone
Shares pursuant to any corporate charter, bylaw, indenture, note, bond, mortgage, deed of trust, lease, contract, permit, agreement
or other instrument, or any order, judgment, award, decree, statute, ordinance, regulation or any other restriction of any kind
or character, to which the Company or the Shareholder is a party, or by which the Company or the Shareholder or any of their respective
assets may be bound.


 




    	BioZone Share Acquisition Agreement	 	8



     


    

 


4.5         Financial
Statements. 


 


The balance sheet of
the Company as of January 31, 2016, and related statements of income for the year then ended, reviewed by the independent certified
public accountants for the Company in conjunction with the annual audit performed for the Shareholder (no audit procedures were
completed for the Company as a stand-alone entitiy), and the balance sheet as of January 31, 2016 (the “Pre-Closing Balance
Sheet”), and related statement of income and retained earnings for the same period, all as set forth in Schedule 4.5 hereto,
are in accordance with the books and records of the Company and fairly present the financial position and results of operations
of the Company as of the dates and for the periods indicated except as set forth on Schedule 4.5. The balance sheet for the year
ended January 31, 2016 and the statements of income and retained earnings for the same periods are collectively referred to herein
as the “Financial Statements.” The Pre-Closing Balance Sheet fairly presents the financial position of the Company
as of its date (“Balance Sheet Date”), subject to adjustment for transactions occurring thereafter.


 


4.6         Undisclosed
Liabilities. 


 


Except as set forth
on Schedule 4.6, as of the Closing the Company will not have any Liability except (a) those which are adequately reflected or reserved
against in the Pre-Closing Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course
of business consistent with past practice since the Balance Sheet Date.


 


4.7         Absence
of Certain Changes or Events. 


 


Since the Balance Sheet
Date, in conducting its business and affairs, including but not limited to use and operation of the Company’s Assets, the
Company has not:


 


4.7.1       incurred
any obligation or liability (contingent or otherwise) except (i) normal trade or business obligations incurred in the ordinary
course of business, the performance of which will not, individually or in the aggregate, have a Material Adverse Effect and (ii)
obligations under contracts, agreements, leases and easements described in Schedule 4.7 hereto, the performance of which will not,
individually or in the aggregate, have a Material Adverse Effect on the Company’s financial condition or results of operations;


 


4.7.2       discharged
or satisfied any lien or encumbrance or paid any obligation or liability (contingent or otherwise), except (i) current liabilities
included in the Financial Statements, (ii) current liabilities that have been incurred since the Balance Sheet Date in the ordinary
course of business and consistent with past practices in all material respects and (iii) scheduled payments pursuant to obligations
under contracts, agreements, leases and easements described in Schedule 4.7 hereto;


 


4.7.3       mortgaged,
pledged or subjected to any Lien any of the Assets of the Company (whether tangible or intangible);


 


4.7.4       made
any material additions to, sold, assigned, transferred, conveyed, leased or otherwise disposed of, or agreed to sell, assign, transfer,
convey, lease or otherwise dispose of any of its Assets or properties, except for fair consideration in the ordinary course of
business;


 




    	BioZone Share Acquisition Agreement	 	9



     


    

 


4.7.5       canceled
or compromised any debt or claim, except for adjustments made in the ordinary course of business that, in the aggregate, are not
material;


 


4.7.6       waived
or released any rights, other than in the ordinary course of business;


 


4.7.7       transferred
or granted any rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, copyrights,
or with respect to any know how;


 


4.7.8       made
or granted any general wage or salary increase or entered into any employment contract with any officer or employee involving an
annual basic rate of compensation in excess of $50,000 or a period of employment of more than thirty days;


 


4.7.9       entered
into any transaction, contract or commitment other than in the ordinary course of business;


 


4.7.10     made
any capital expenditure or entered into any commitment therefor that, individually, exceeds $10,000;


 


4.7.11     suffered
any material casualty loss or damage, whether or not such loss or damage will have been covered by insurance;


 


4.7.12     suffered
any Material Adverse Effect;


 


4.7.13     except
as set forth in Schedule 4.7, declared any dividend or made any payment or other distribution in respect of the Company’s
capital stock to its Shareholder;


 


4.7.14     purchased,
redeemed, issued, sold or otherwise acquired or disposed of any of its shares of capital stock or any evidence of its indebtedness
or any other of its securities or granted any options, warrants or other rights to purchase or convert any obligation into any
shares of capital stock or any evidence of indebtedness or other securities of the Company;


 


4.7.15     made
any charitable contribution not in accordance with past practice or entered into any commitment therefor;


 


4.7.16     lost
any supplier or suppliers which loss or losses, individually or in the aggregate, has or is likely to have a Material Adverse Effect;


 


4.7.17     lost
any customer or customers which loss or losses, individually or in the aggregate, has or is likely to have a Material Adverse Effect;
or


 


4.7.18     introduced
any material change with respect to the operation of its business, including its method of accounting, whether by act or by lapse
of time or attention, except as otherwise agreed to in writing by Buyer.


 


4.8         Deposits


 


Since January 31, 2016,
no deposits from customers of the Company have been transferred to Shareholder.


 




    	BioZone Share Acquisition Agreement	 	10



     


    

 


4.9         Tax
Matters. 


 


The Company has duly
filed with the appropriate United States, state and local governmental agencies, and with the appropriate foreign countries and
political subdivisions thereof, all tax returns and reports required to be filed; such returns and reports are accurate and complete;
and the Company has paid in full or made adequate provisions for all taxes, interest, penalties, assessments or deficiencies shown
to be due on such tax returns and reports or claimed to be due by any taxing authority or otherwise due and owing. The Company
has made all withholdings of tax required to be made under all applicable United States, state and local tax regulations including,
without limitation, with respect to any person providing services for or on behalf of the Company, and such withholdings have either
been paid to the appropriate governmental agencies or set aside in accounts for such purpose or accrued, reserved against and entered
upon the books of the Company. Except as described in Schedule 4.9 hereto, the Company has not executed or filed with the Internal
Revenue Service or any other taxing authority, domestic or foreign, any agreement or other document extending, or having the effect
of extending, the period for assessment or collection of any taxes. Except as described in Schedule 4.9 hereto, the Company is
not a party to any pending action or proceeding, nor, to the knowledge of the Company or the Shareholder, is any action or proceeding
threatened, by any governmental authority for assessment or collection of taxes and no claim for assessment or collection of taxes
has been asserted against the Company.


 


4.10       Title
to BioZone Shares; Title to Properties; Absence of Liens and Encumbrances; Leases.


 


4.10.1     The
Shareholder is the owner of all of the BioZone Shares, free and clear of any Liens or other obligations or commitments, and the
BioZone Shares have been duly authorized and are fully paid and non assessable. Shareholder has the absolute and unencumbered right
to sell, assign, transfer and deliver the BioZone Shares to Buyer, and, at Closing, Buyer will acquire full legal and equitable
title to the BioZone Shares, free and clear of all Liens. There are no agreements of any kind relating to the sale or transfer
of the BioZone Shares, or any convertible or exchangeable securities or any options, warrants or other rights relating to the BioZone
Shares, and there are no voting agreements, voting trusts, buy-sell agreements, options or right of first purchase or refusal agreements
or other agreements of any kind relating to the BioZone Shares. Upon delivery of the stock certificates representing said shares
together with stock powers as described in Section 1.2 hereof, Buyer will have good title to the BioZone Shares conveyed to Buyer
hereunder, free and clear of any Liens.


 


4.10.2     The
Company owns no real property and has good title to all of its personal property and Assets, tangible and intangible (including
all property reflected in the Financial Statements or in Schedule 4.11 hereto), free and clear of all Liens, except as set forth
on Schedule 4.10.2.


 


4.11       List
of properties, Contracts and Other Data. 


 


Schedule 4.11 hereto
is a correct and complete list setting forth the following information with respect to the Assets of the Company (indicating in
each case, where appropriate, whether or not the consent by a third party is required in connection with the sale of the BioZone
Shares to Buyer):


 


4.11.1     all
leases and easements of real property to which the Company is a party and belonging to or used in its business, and a brief description
of the principal buildings and structures located thereon and the equipment located therein, with the annual rental rate of each
lease and easement, the termination date of each lease and easement and the conditions of renewal thereof being given in each case;


 




    	BioZone Share Acquisition Agreement	 	11



     


    

 


4.11.2     all
rights, licenses, leases of personal property, permits, franchises, concessions, certificates of public convenience and the like
that the Company is a party to and belonging to or used in its business, together with a brief description of the terms thereof;


 


4.11.3     all
United States and foreign patents, trademarks and trade names, trademark and trade name registrations, copyrights and copyright
registrations, unexpired as of the date hereof, all United States and foreign applications pending for patents, for trademark or
trade name registrations, or for copyright registrations, and all trademarks, trade names (including, without limitation, any names
used by the Company in the operation of its business or to identify any of its products or services, whether registered or unregistered),
labels and other trade rights in use by the Company, all of the foregoing belonging to or used in its business and being owned
in whole or in part as noted thereon by the Company and (ii) all licenses granted by or to the Company and all other agreements
to which the Company is a party, which relate in whole or in part to any items of the categories mentioned in clause (i) above
or to any other proprietary rights belonging to or used in its business, whether owned by the Company or otherwise;


 


4.11.4     all
existing contracts and commitments belonging to or used in the Company’s business (including loan agreements, credit agreements
and security agreements) to which the Company is a party or by which the Company or any of its properties or assets is bound, except
(i) contracts or commitments involving the payment by or to the Company of less than $25,000 with respect to any one contract or
commitment or $50,000 with respect to any related group of contracts or commitments, (ii) contracts or commitments terminable by
the Company without liability or expense on 30 days’ notice or less, and (iii) contracts or commitments for the purchase
or sale of merchandise or services entered into in the ordinary course of business, the performance of which by the Company will
extend over a period of less than three months and that will not have any Material Adverse Effect on the financial condition or
results of operations of the Company;


 


4.11.5     all
collective bargaining agreements, pension plans, employment and consulting agreements, executive compensation plans, bonus plans,
incentive compensation plans, deferred compensation agreements, employee pension plans or retirement plans, employee profit sharing
plans, employee stock purchase and stock option plans and hospitalization insurance or other plans or arrangements providing for
benefits for employees or former employees of the Company;


 


4.11.6     the
names and current annual salary rates of all present directors and officers of the Company and the names and current annual salary
rates of all employees of the Company whose current basic annual salary rate (exclusive of sales commissions and bonuses) is $50,000
or more;


 


4.11.7     the
name of each bank or other financial institution from which credit commitments to the Company are outstanding; and


 


4.11.8     the
name of each bank in which the Company has an account or safe deposit box and the names of all persons authorized to draw thereon
or to have access thereto.


 


True and complete copies of all documents,
including all amendments thereto, referred to in such list have been delivered to Buyer. All documents, rights, obligations and
commitments referred to in such list are valid and enforceable in accordance with their terms for the periods stated therein, except
as enforceability may be limited by bankruptcy, insolvency or laws affecting creditors rights generally, and there is not under
any of them any existing breach, default, event of default or event that with the giving of notice or lapse of time, or both, would
constitute a default by the Company nor has any party thereto given notice of or made a claim with respect to any breach or default.
To the best knowledge of the Company and the Shareholder, there are no existing laws, regulations or decrees that adversely affect
any of such documents, rights, obligations or commitments. None of the contracts referenced or listed on Schedule 4.11 was obtained
or executed based in whole or in part on the fact or representation that the Company is a minority or woman owned or operated business
or a small business enterprise as those or similar terms are defined by Federal or state statutes or regulations.


 




    	BioZone Share Acquisition Agreement	 	12



     


    

 


4.12       Litigation.



 


Except as disclosed
in Schedule 4.12 hereto, there are no claims, counterclaims, actions, suits, countersuits, proceedings or investigations pending
or, to the best knowledge of the Company and the Shareholder, threatened against or affecting the Company at law or in equity or
in admiralty, or before or by any federal, state, municipal or governmental or nongovernmental department, commission, board, bureau,
agency or instrumentality, United States or foreign, nor does the Company or Shareholder know of any facts which would provide
a basis for any such claim, action, suit, proceeding or investigation. Except as set forth in Schedule 4.12, no claim, action,
suit, proceeding or investigation described in Schedule 4.12 could, if adversely decided, have a Material Adverse Effect on Company.


 


4.13       Labor
Matters. 


 


Except as disclosed
in Schedule 4.13 hereto, there are no controversies pending or (to the best knowledge of the Company and the Shareholder) threatened
between the Company and any of its employees; the Company has not taken or failed to take any action that would provide a reasonable
basis for any such controversy. There are no proceedings now pending or, to the Company’s or Shareholder’s knowledge
or belief, threatened against the Company before the National Labor Relations Board, any state department of labor, any state commission
on human rights, the Equal Employment Opportunity Commission or any other local, state or federal agencies having jurisdiction
over employee rights with respect to hiring, tenure or conditions of employment, nor have there been any such proceedings since
June 30, 2015. The Company has complied in all material respects with respect to all employees, including, without limitation,
staff employees and those chargeable to others, with all laws relating to the employment of labor, including any provisions thereof
relating to wages, hours, collective bargaining and the payment of social security and similar taxes, and is not liable for any
arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. All non exempt employees have been
paid appropriate and correct premium wages where applicable. To the best knowledge of the Company and the Shareholder, there are
no present employees of the Company who will not be available for employment by Company after the BioZone Shares are conveyed to
Buyer on substantially the same terms and conditions as they are employed by the Company on the date hereof and immediately prior
to such conveyance. There are no organizational efforts presently being made or (to the best knowledge of the Company and the Shareholder)
threatened by or on behalf of any labor union with respect to employees of the Company.


 




    	BioZone Share Acquisition Agreement	 	13



     


    

 


4.14       Patents;
Trademarks; Intellectual Property Rights. 


 


The Company has protected
by way of trademark, trade name or otherwise to the fullest extent permitted by the law the names set forth in Schedule 4.14 hereto.
Except as described in Schedules 4.11 or 4.14 hereto, all patents, trademarks, trade names, copyrights, trade secrets, registrations,
applications, internet domain names, technical information, data, formulae, blueprints, drawings, computer hardware and software,
proprietary know how, manufacturing procedures, process and the like (including, without limitation, any proprietary software or
databases created or compiled by the Company or its employees) necessary for or used in the conduct of the Company’s business
as now conducted (the "Intellectual Property Rights") (a) all Intellectual Property Rights are in good standing, are
valid and enforceable, except as enforceability may be limited by bankruptcy, insolvency or laws affecting creditors rights generally,
and are free from any default on the part of the Company and (b) the Company is not a licensor of any Intellectual Property Rights.
The Company has duly licensed all computer software it currently uses that it does not own and has paid all fees and other amounts
payable under all such licenses. Except as set forth on Schedule 4.14, no director, officer or employee of the Company owns, directly
or indirectly, in whole or in part, any of the Intellectual Property Rights or interests therein that the Company has used, is
presently using, or the use of which is necessary for the Company’s business as now conducted. Except with respect to the
rights of third parties with respect to licensed Intellectual Property Rights, to the best knowledge of the Company and the Shareholder,
no third party has any right to reproduce, modify, offer for sale or license, distribute, market or exploit any works or materials
of which any of the Company’s products are a “derivative work” as that term is defined in the United States Copyright
Act, Title 17, U.S.C. § 101. To the best knowledge of the Company and the Shareholder, none of the Intellectual Property Rights
used in or necessary for the Company’s business as now conducted, nor the conduct of the Company’s business as it is
now conducted or has been conducted, conflicts with or infringes, nor has the Company received any written communications or oral
communications to the Shareholder alleging that the Company has violated or, by conducting its business, would violate, any Intellectual
Property Rights of any other person. The transactions contemplated under this Agreement will not alter, impair or otherwise affect
any rights of the Company in the Intellectual Property Rights. The Company has taken commercially reasonable measures to protect
the proprietary nature of the Intellectual Property Rights and to maintain in confidence all trade secrets and confidential information
owned or used by the Company. There are no legal or governmental proceedings, including interference, re-examination, reissue,
opposition, nullity, or cancellation proceedings pending that relate to any of the Intellectual Property, other than review of
pending patent applications, and to the best knowledge of the Company and of the Shareholder, such proceedings are not threatened
or contemplated by any governmental entity or any other Person. To the best knowledge of the Company and the Shareholder, there
is no unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property Rights of the Company by any
third party, including, without limitation, any employee, former employee or independent contractor of Company. Company has not
entered into any agreement to indemnify any other person or business entity against any charge of infringement of any Intellectual
Property Rights.


 


4.15       Assets.



 


Schedule 4.15 is a
complete list of all Assets. Except as set forth on Schedule 4.15, the tangible personal property of the Company is in good operating
condition, normal wear and tear excepted, and each item of tangible personal property is fit for the purpose for which it is used
as of the Closing Date. There are no actions pending or, to the best knowledge of the Company and the Shareholder, threatened or
consent decrees, orders or agreements entered by the United States, any state or local regulatory agency or court with respect
to the compliance of such property with applicable laws, statutes, ordinances or regulations, including, without limitation, the
Environmental Laws (as that term is defined in Section 4.23.3 hereof).


 




    	BioZone Share Acquisition Agreement	 	14



     


    

 


4.16       Insurance.



 


Schedule 4.16 contains
a complete and accurate list of all current policies or binders of Insurance (showing as to each policy or binder the carrier,
policy number, coverage limits, expiration dates and a general description of the type of coverage provided, including, without
limitation, whether coverage is on a claims-made or per occurrence basis) maintained by the Company and relating to its properties,
Assets and personnel. Except as set forth on Schedule 4.16, (a) the Insurance is in full force and effect and sufficient for compliance
in all material respects with all requirements of applicable law and of all contracts to which the Company is a party, (b) the
Company is not in material default under any of the Insurance, (c) the Company has given any notice and presented any claims under
any of the Insurance in a due and timely manner, (d) no notice of cancellation, termination, reduction in coverage or increase
in premium (other than reductions in coverage or increases in premiums in the ordinary course) has been received with respect to
any of the Insurance, (v) all premiums with respect to any of the Insurance have been timely paid, and (vi) the Company has experienced
no claims in excess of current coverage of the Insurance.


 


4.17       Trade
Notes and Accounts Receivable; Trade Notes and Accounts Payable; Inventory.


 


4.17.1     All
of the accounts receivable of the Company are bona fide receivables, are reflected on the books and records of the Company and
arose in the ordinary course of business. Except as set forth on Schedule 4.17, no person has any liens on the accounts receivable,
there is no right of offset against any of the accounts receivable, and no agreement for deduction or discount has been made with
respect to any of the accounts receivable other than ordinary course trade discounts.


 


4.17.2     The
trade notes and accounts payable of the Company reflected on the Financial Statements, or otherwise arising through the Closing
Date, (i) arose and will arise from bona fide transactions in the ordinary course of business of the Company and (ii) were paid
or are not yet due and payable in accordance with their terms.


 


4.17.3     Except
as set forth on Schedule 4.17, (a) all of the Inventory of the Company is owned by the Company and free and clear of any Liens,
(b) none of the Inventory is on consignment, (c) the Inventory owned by the Company as reflected in the Financial Statements is
not obsolete and has been valued in a manner consistent with past practices and procedures and in accordance with GAAP and (d)
is not held by the Company (on consignment or otherwise) for or on behalf of any other Person. Schedule 4.17 sets forth all of
the Inventory of the Company as of January 31, 2016, and except as set forth therein, the Inventory consists of raw materials and
supplies, work in process and finished products, salable and/or usable within a period of time consistent with the Company’s
past experience in the ordinary course of business, subject only to write down consistent with the Company’s established
accounting practices. Except as set forth on Schedule 4.17, the Inventory is fit and sufficient for the purpose for which it was
procured or manufactured, is in marketable condition and is not excessive in kind or amount in light of the Company’s past
experience in the ordinary course of business.


 


4.18       Licenses;
Permits; Authorizations. 


 


Schedule 4.18 hereto
is a schedule of all approvals, authorizations, consents, licenses, orders and permits (except for sales and use tax permits and
franchise tax regulations) of all governmental agencies, whether United States, state or local, or foreign, required by the nature
of the business conducted by the Company to permit the continued operation of such business in the manner in which it was conducted
immediately prior to the date hereof (indicating in each case, where appropriate, whether or not the consent by a third party to
the transfer to Buyer is required and the expiration date of any governmental approvals). The Company has all approvals, authorizations,
consents, licenses, orders and other permits of all governmental agencies, whether United States, state, local or foreign, required
to permit the operation of the Company’s business as presently conducted and the Company’s business is and has been
operated in all material respects in compliance therewith.


 




    	BioZone Share Acquisition Agreement	 	15



     


    

 


4.19       Compliance
with Applicable Law. 


 


The conduct of the
Company’s business does not violate or infringe any domestic or foreign laws, statutes, ordinances or regulations or, any
right or patent, trademark, trade name, copyright, know how or other proprietary right of third parties, the enforcement of which
would have a Material Adverse Effect.


 


4.20       Pension
and Employee Benefit Plans.


 


4.20.1     The
Company is not a party to and has not contributed to any employee pension benefit plan (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) or employee welfare benefit plans (as defined in Section
3(1) of ERISA and including, in each case, multi employer plans) or any incentive, bonus, profit sharing, deferred compensation,
stock option, stock purchase plan or agreement, severance, termination or other compensation plan or arrangement, or any other
material employee fringe benefit plans presently maintained by, or contributed to by the Company, as defined below, except those
described on Schedule 4.11 hereto. The Company’s pension plans (the “Plans”) are duly qualified under Section
401 of the Internal Revenue Code (the “Code”), all reports and actions required to be taken in connection with such
Plans have been so taken, there have been no reportable events or prohibited transactions in connection with such Plans nor any
termination or partial termination with respect thereto or to any other plan maintained by the Company or by an entity controlling,
controlled by, or under common control with the Company.


 


4.20.2     The
Company and each of the Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, and those
provisions of the Code applicable to Benefit Plans.


 


4.20.3     Except
as may be disclosed on the Financial Statements or the Pre-Closing Balance Sheet, the Company does not have any liability with
respect to any Benefit Plan, nor is any asset of the Company subject to any lien under Code Section 401(a)(29), ERISA Section 302(f)
or Code Section 412(n), ERISA Section 4068 or arising out of any action filed under ERISA Section 4301(b).


 


4.20.4     The
Company has not incurred any liability that could subject any of the parties to this Agreement to material liability under Section
4062, 4063 or 4064 of ERISA.


 


4.20.5     The
Company is not required to contribute to any multiemployer plan within the meaning of Section 4001(a)(3) or ERISA. The Company
has not incurred any withdrawal liability, within the meaning of Section 4201 of ERISA, to any multiemployer pension plan, which
liability has not been fully paid as of the date hereof.


 


4.21       No
Noncompetes. 


 


Except to the extent
that Shareholder is a customer of the Company, neither the Company nor the Shareholder (and/or any member of their respective immediate
families) has a financial interest (direct or indirect) in any competitor, supplier or customer of the Company. The Company has
not entered into any noncompete agreement or other arrangement that would restrict its ability to compete in any line of commerce.


 




    	BioZone Share Acquisition Agreement	 	16



     


    

 


4.22       Assets
Relationship to Business of the Company. 


 


The Assets owned or
leased by the Company constitute all of the properties and assets used or useful in or necessary to the conduct of the business
and affairs of the Company and, as such, constitute all of the properties and assets necessary in order for Buyer to conduct business
operations subsequent to the Closing in the manner in which the same are presently conducted by the Company.


 


4.23       Environmental
Matters.


 


4.23.1     The
Company has been issued and is in compliance with all federal, state and local permits, certificates, licenses, approvals and other
authorizations and has filed all notifications, relating to air emissions, effluent discharges and solid and hazardous waste storage,
treatment and disposal required in connection with the operation of the business of the Company.


 


4.23.2     There
are no outstanding notices of violation, orders, claims, citations, complaints, penalty assessments, suits or other proceedings,
administrative, civil, criminal, at law or in equity pending against the Company and, to the best knowledge of the Company and
the Shareholder, no investigation or review is pending or threatened against the Company by any governmental entity with respect
to any alleged violation of any federal, state or local environmental law, regulation, ordinance, standard, permit or order in
connection with the conduct of the business of the Company.


 


4.23.3     Except
as otherwise disclosed on Schedule 4.23 hereto, the Company is not in violation of The Comprehensive Environmental Response, Compensation
and Liability Act of 1980 (“CERCLA”), The Superfund Amendments and Reauthorization Act of 1986, The Resource Conservation
and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, The Clean Water Act, the Toxic Substances
Control Act and The Clean Air Act or any rule or regulation promulgated pursuant to any of the foregoing statutes, or any other
applicable environmental law, statute, rule, regulation or ordinance (all of the foregoing are hereinafter sometimes collectively
referred to as the “Environmental Laws”).


 


4.23.4     Except
as otherwise disclosed in Schedule 4.23 hereto, or in compliance with all applicable laws, neither the Company, nor any of its
officers, employees, agents or independent contractors has arranged, by contract, agreement or otherwise, (i) for the disposal
or treatment of, or (ii) with a transporter for the transport or disposal or treatment of, any hazardous substance (as defined
by CERCLA, as amended);


 


4.23.5     The
Company is neither an “owner” nor “operator” of a “facility” as defined by CERCLA, as amended;


 


4.23.6     Except
as otherwise set forth in Schedule 4.23, the Company did not “own” or “operate” any “facility”
at the time any hazardous substances were disposed of within the meaning of CERCLA, as amended.


 




    	BioZone Share Acquisition Agreement	 	17



     


    

 


4.23.7     No
hazardous, toxic or polluting substances have been released, discharged or disposed of on property now or formerly owned or operated
by the Company. To the best knowledge of the Company and the Shareholder, no PCBs, asbestos or urea formaldehyde insulation is
present at any such property. Except as set forth on Schedule 4.23, there are no underground storage tanks at the property of the
Company. The Company has not received from any federal, state or local environmental regulatory entity or third party requests
for information, notice of claim, demand letters, or other notification that in connection with the conduct of the business, it
is or may be potentially responsible with respect to any investigation or clean up of hazardous substance releases at any sites.


 


4.23.8     No
wastes generated by the Company have ever been sent directly or, to the best of the Company’s and the Shareholder’s
knowledge, indirectly to any site listed or formally proposed for listing on the National Priority List promulgated pursuant to
CERCLA or to any site listed on any state list of hazardous substance sites requiring investigation or clean up.


 


4.24       Books
and Records. 


 


The books, records and work papers of the
Company are complete and correct, have been maintained in accordance with good business practices and accurately reflect the basis
for the financial condition and results of operations of the Company set forth in the Financial Statements. The corporate record
books of the Company have been duly and properly maintained, are in good order; substantially complete, accurate, and up to date;
and set forth all meetings and actions heretofore held and/or taken by the shareholders and/or directors of the Company.


 


4.25       Condition
of Assets. 


 


All material tangible
personal property used by the Company in or in connection with its business or any part thereof, is and as of the Closing Date
will be in good operating condition, repair and proper working order, having regard to its use and age, except only for reasonable
wear and tear.


 


4.26       Product
Warranty; Company Liability. 


 


Each product or service
manufactured, sold, or delivered by the Company has and prior to the Closing Date will have been manufactured, sold, and delivered
in conformity with all applicable contractual commitments and, except as expressly limited or excluded in any contract covering
such products and services, all express and implied warranties. Schedule 4.26 is a complete and accurate list of all express, written
warranties given to customers of the Company. Except to the extent of any amount reserved in the Pre-Closing Balance Sheet there
exists and as of the Closing Date there will be no Liability (and there is no known basis for any present or future action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand against the Company or Shareholder giving rise to any Liability)
for replacement, repair or re-performance or other damages (other than for warranty claims in the ordinary course of the business
of the Company) in connection with any product or service provided by the Company prior to the Closing Date. The Company has no
Liability (and there is no known basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint,
claim, or demand against Company giving rise to any Liability) arising out of any injury to individuals or property as a result
of the ownership, possession, or use of any product or service previously furnished by the Company. For purposes hereof, “Liability”
means any expense, liability or obligation of any kind, character, or description, whether known or unknown, absolute or contingent,
accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several.


 




    	BioZone Share Acquisition Agreement	 	18



     


    

 


4.27       Disclosure.



 


No representation or
warranty in this and no statement contained elsewhere in this Agreement or in any Schedule, Exhibit, Certificate or other document
furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated under this Agreement
contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact or any fact necessary
to make the statements contained therein not materially misleading. With respect to all representations and warranties herein which
are made “to the best of Shareholder' knowledge,” the Shareholder shall be deemed to have knowledge of any matter or
fact (a) if the Shareholder has actual personal knowledge of such matter or fact, (b) if the Shareholder has information from which
a person of reasonable intelligence would infer that the matter or fact in question exists, (c) if the Shareholder should have
ascertained such matter or fact in the performance of any duty he may have as an officer, director or employee of the Company,
if and only to the extent that the failure by the Shareholder who is an officer, director or employee of the Company to so ascertain
such matter of fact in the performance of any duty he may have as an officer, director or employee of the Company would constitute
gross negligence, or (d) if any of the Company's senior management, which shall mean any person at or above the office of Vice
President, has actual personal knowledge of such matter or fact.


 


		5	REPRESENTATIONS AND WARRANTIES BY BUYER



 


As of the date hereof and as of the date
of the Closing, Buyer and Guarantor, jointly and severally, represent and warrant to the Shareholder as follows:


 


5.1         Authority
of Buyer. 


 


This Agreement and
each of the agreements and other documents and instruments delivered or to be delivered by Buyer and Guarantor pursuant to or in
contemplation of this Agreement will constitute, when so delivered, the valid and binding obligation of Buyer and/or Guarantor,
as the case may be, and shall be enforceable in accordance with their respective terms. The execution, delivery and performance
of this Agreement and each such agreement, document and instrument has been duly authorized by all necessary corporate action of
Buyer and/or Guarantor and is within Buyer's and/or Guarantor’s corporate powers. The execution, delivery and performance
of any such agreement, document or instrument by Buyer and/or Guarantor and the execution, delivery and performance of this Agreement
or any other agreement, document or instrument by the Buyer or the Guarantor does not and will not with the passage of time or
the giving of notice or both:


 


5.1.1       result
in a breach of or constitute a default under any indenture or loan or credit agreement or under any agreement of the Buyer or the
Guarantor, or any other material agreement, lease or instrument to which Buyer or the Guarantor is a party or by which the property
of Buyer or the Guarantor is bound or affected;


 


5.1.2       result
in a violation of or default under any law, rule, or regulation, or any order, writ, judgment, injunction, decree, determination,
award, indenture, material agreement, lease or instrument now in effect having applicability to Buyer; or


 


5.1.3       require
any approval, consent or waiver of, or filing with, any entity, private or governmental, which has not been obtained.


 




    	BioZone Share Acquisition Agreement	 	19



     


    

 


5.2         Disclosure.



 


No representation or
warranty in this Article 5, and no statement contained elsewhere in this Agreement or in any schedule, exhibit, certificate or
other document furnished or to be furnished by Buyer to Shareholder pursuant hereto or in connection with the transactions contemplated
under this Agreement contains any untrue statement of a material fact or omits or will omit to state a material fact or any fact
necessary to make the statements contained therein not materially misleading.


 


		6	TRANSACTIONS PRIOR TO THE CLOSING DATE



 


The Company and Shareholder covenant and
agree as follows throughout the period from the date hereof through and including the Closing:


 


6.1         Access
to Information. 


 


The Company will give
to Buyer, its employees, counsel, accountants, engineers and other consultants and representative, reasonable access during normal
business hours throughout the period prior to the Closing Date to the Assets, books, contracts, commitments and records of the
Company for such purposes as Buyer deems appropriate, including, but not limited to, calculating the gross margin realized by the
Company on its sale of the its goods and services, and will furnish to Buyer during such period all such information concerning
the affairs of the Company as either Buyer or its representatives may reasonably request. Buyer will use its best efforts to cause
its representatives to hold in strict confidence all information so obtained from the Company and, if the transactions herein provided
for are not consummated as contemplated herein, will return all such data as the Company may reasonably request. If any representatives
of Buyer or its affiliated entities visit any property controlled by the Company or the Shareholder or their Affiliates, Buyer
and Guarantor shall defend, release, indemnify and hold harmless the Shareholder and the Company from any and all loss, liability,
claim or suit which the Buyer’s representatives, may assert against the Shareholder or the Company, based upon injury to
their person (including death) or to property occurring while on such property, arising in any manner whatsoever, unless such injury
is determined by a non-appealable judgment to have been caused solely by the gross negligence or intentional tort of the Shareholder
or the Company.


 


6.2         Conduct
of the Company’s Business Pending the Closing Date. 


 


The Company hereby
agrees, and the Shareholder will cause the Company to, throughout the period from the date hereof through to the Closing Date:


 


6.2.1       operate
its business only in the usual, regular and ordinary manner and, to the extent consistent with such operation, use its reasonable
best efforts to preserve its present business organization and reputation intact, keep available the services of its present officers
and employees and preserve its present relationships and good will with persons having business dealings with it;


 


6.2.2       pay
and discharge the liabilities of the Company in the ordinary course of its business in accordance and consistent with the past
practice of the Company;


 


6.2.3       maintain
all of its properties in customary repair, order and condition, reasonable wear and use excepted, and maintain insurance upon all
of its properties and with respect to the conduct of its business in such amounts and of such kinds comparable to that in effect
on the date hereof; and, in the event of a casualty, loss or damage to any of such properties prior to the Closing Date for which
the Company is insured, the Company will, at Buyer’s option, either repair or replace such damaged property or transfer the
proceeds of such insurance to Buyer;


 




    	BioZone Share Acquisition Agreement	 	20



     


    

 


6.2.4       maintain
its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years; endeavor to
materially comply with all laws and contractual obligations applicable to it and to the conduct of its business; and perform all
of its obligations without default;


 


6.2.5       use
its commercially reasonable efforts to comply in all material respects with all laws applicable to it and the conduct of its business;


 


6.2.6       conduct
its operations so as to comply in all material respects with all Environmental Laws;


 


6.2.7       make
no amendment in its Articles of Incorporation or Bylaws; and enter or agree to enter into no merger or consolidation with, or sale
of a significant amount of its Assets to, any corporation or change the character of its business in any manner;


 


6.2.8       make
no change in the number of shares of its capital stock issued and outstanding; and grant or make no option, warrant or any other
right to purchase or to convert any obligation into shares of its capital stock;


 


6.2.9       purchase
or redeem none of such shares and dispose of no evidence of indebtedness or other security of the Company;


 


6.2.10     make
or grant no general wage or salary increase or increase in compensation payable or to become payable to any employee, officer,
director or agent; pay or provide for no bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, multi
employer pension, retirement or other similar payment or arrangement except in the ordinary course of administering existing plans
referred to in Schedule 4.11 hereto; pay or provide for no unfunded pensions, not covered by any pension plan, other than the unfunded
pensions, if any, referred to in Schedule 4.11 hereto and enter into no employment or consulting agreement or sales agency with
respect to the performance of personal services that is not terminable without liability by the Company on thirty days notice or
less.


 


6.2.11     (i)
incur or become subject to, or agree to incur or become subject to, no obligation or liability (contingent or otherwise), subject
to the exceptions enumerated in Section 4.7.1 hereof; (ii) discharge or satisfy no lien or encumbrance and pay no obligation or
liability (contingent or otherwise), subject to the exceptions enumerated in Section 4.7.2 hereof; (iii) mortgage, pledge or subject
to lien, charge, security interest or any other encumbrance none of its Assets or properties; (iv) sell, assign, transfer, convey,
lease or otherwise dispose of, or agree to sell, assign, transfer, convey, lease or otherwise dispose of, none of its Assets or
properties, except for fair consideration in the ordinary course of business; (v) acquire or lease (other than a renewal of an
existing lease in the ordinary course of business), or agree to acquire or lease (other than a renewal of an existing lease in
the ordinary course of business, no material assets or property; (vi) waive or release no rights; (vii) transfer or grant no rights
under any concessions, leases, licenses, agreements, patents, inventions, trade names, trademarks, copyrights, or with respect
to any know how or Intellectual Property Rights; (viii) modify, change or terminate no existing license, lease, contract or other
document referred to in Schedule 4.11 hereto; (ix) make no capital expenditures and enter into no commitments therefor that individually
exceed $10,000 other than emergency repairs or renovations, and repairs or renovations reasonable to protect and preserve the Company’s
Assets; (x) enter into no collective bargaining agreement and, through negotiation or otherwise, make no commitment or incur any
liability to any labor organization; (xi) make no charitable contribution; and (xii) enter into no transaction and make or enter
into no contract or commitment that by reason of its size or otherwise is not in the ordinary course of business, except as required
to comply with Section 8.20 hereof;


 




    	BioZone Share Acquisition Agreement	 	21



     


    

 


6.2.12     make
no change in the banking and safe deposit arrangements reflected in Schedule 4.11 hereto without prior written notice to Buyer,
giving the details of such change; and grant no powers of attorney, except as disclosed in writing to Buyer;


 


6.2.13     make
no renovation of property involving any obligation on the part of the Company in excess of $10,000 in the aggregate other than
emergency repairs or renovations, and repairs or renovations reasonably to protect and preserve the Company’s Assets;


 


6.2.14     make
no change in its accounting procedures, except as expressly permitted in writing by Buyer;


 


6.2.15     enter
into no transaction outside of the ordinary course of its business; and


 


6.2.16     use
its commercially reasonable efforts not to permit any event to occur that would result in any of the Company’s or the Shareholder’s
representations and warranties contained in this Agreement not being true and correct at and as of the time immediately after the
occurrence of such transaction or event.


 


6.3         Notice
of Breach. 


 


To the extent Shareholder
obtains actual knowledge that any of the representations or warranties contained in Article 4 hereof would be incorrect in any
material respect were those representations or warranties made immediately after such knowledge was obtained, Shareholder shall
notify Buyer in writing promptly of such fact and exercise their reasonable efforts to remedy same to the extent within Shareholder'
control.


 


6.4         Exclusivity;
Non-Circumvention. 


 


Commencing upon execution
of this Agreement, the Shareholder and its affiliates (collectively, the “Selling Parties”), and each of their agents
will: (i) not solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the transfer
of the BioZone Shares (“Transaction”) or any transaction similar to the Transaction or otherwise relating to the BioZone
Shares; (ii) not participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate
in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing (and Shareholder will
notify Buyer immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing); and
(iii) will not, nor permit any of their respective officers, employees or agents (including and without limitation, investment
bankers, attorneys and accountants) directly or indirectly to, solicit, discuss, encourage or accept any offers for the purchase
of the BioZone Shares or investment in the Company and/or its Assets, whether as a primary or back-up offer, or take any other
action with the intention or reasonably foreseeable effect of leading to any commitment or agreement to sell or accept an investment
in the Company and/or its Assets, nor do anything to frustrate or circumvent Buyer with regard to the Transaction.


 




    	BioZone Share Acquisition Agreement	 	22



     


    

 


6.5         Reasonable
Best Efforts.


 


Upon the terms and
subject to the conditions set forth in this Agreement (including those contained in this Section 6.5), each of the parties hereto
(including the Guarantor) shall, and shall cause its subsidiaries to, use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable,
the transactions contemplated by this Agreement, including (i) the obtaining of all necessary consents or waivers from third parties,
and (ii) negotiating and completing the Ancillary Agreements.


 


6.6         Authorization
from Others. 


 


Shareholder shall use
its reasonable efforts to obtain all authorizations, consents and approvals of third parties or governmental agencies that may
be required to permit the consummation of the transactions contemplated by this Agreement.


 


6.7         Public
Announcements. 


 


Except as required
by law, none of the Parties shall make any public announcement concerning this Agreement or the subject matter hereof without first
consulting with the other Parties and providing such Party with a reasonable opportunity to comment on such proposed public announcement.


 


		7	TRANSACTIONS AFTER THE CLOSING



 


7.1         Access
Agreement and Assignment


 


Buyer and Shareholder
shall use their reasonable best efforts to cause 580 Garcia LLC (“Landlord”), the landlord under that certain Lease
dated as of March 1, 2004 (together with all amendments and modifications thereto and waivers thereof, the “Lease”),
with BioZone Laboratories, Inc., a California corporation (the “Original Tenant”) with respect to the 580 Garcia
Avenue (the “Premises”) to execute and deliver to [Wells Fargo Bank] the agreement in the form to be agreed to prior
to Closing (the “Access Agreement”). If the Landlord has not executed and delivered the Access Agreement on or before
the six (6) month anniversary of the Closing (the “Trigger Date”), the Company shall have the right to assign the Lease
to the Shareholder subject to the following terms and conditions:


 


7.1.1       Assumption


 


The Company shall deliver
a written demand to Shareholder that Shareholder assume the Lease (the “Assumption Notice”) which Assumption Notice
shall be delivered no later than sixty (60) days after the Trigger Date. Simultaneous with the delivery of the Assumption Notice
Buyer shall deliver an executed copy of the Assignment and Assumption agreement in the form to be agreed to prior to Closing. Shareholder
shall have ten (10) business days to acknowledge the effectiveness of the Assumption Notice or to dispute the Company’s right
to deliver the Assumption Notice. If Shareholder fails to dispute the Assumption Notice within such period it shall be deemed accepted.


 




    	BioZone Share Acquisition Agreement	 	23



     


    

 


7.1.2       Delivery


 


7.1.2.1 Condition.
Upon acceptance or deemed acceptance of the Assumption Notice, the Company shall, at its sole cost and expense, (i) promptly remove
all of its goods, inventory, machinery, equipment, and furniture and trade fixtures (such as equipment bolted to floors) (the “Property”)
from the Premises, (ii) promptly repair, at the Company’s expense, or reimburse Landlord for any physical damage to the Premises
actually caused by Company’s occupancy of the Premises and/or the removal of the Property and (iii) deliver the Premises
to Shareholder in broom clean condition.


 


7.1.2.2 Delivery.
The Company shall deliver the Premises to Shareholder in the required condition (including, if applicable, the payment of any amounts
to reimburse the Tenant or Landlord for damage to the Premises) (“Delivery”) as promptly as possible but in no event
more than ninety (90) days after the delivery of the Assumption Notice. The Company shall be solely responsible for, and shall
pay to the Landlord and applicable third parties, all payments due under the Lease and otherwise for the period on or prior to
the date of Delivery.


 


7.2         I.R.S.
Tax Lien.


 


On or before the date
that is ninety (90) days following the Closing Date, Shareholder shall furnish to Buyer evidence in form and substance satisfactory
to Buyer of the termination of that certain federal tax lien of record referred to as the “I.R.S. Payroll Matter” in
Schedule 4.9.


 


		8	CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER



 


The obligations of Buyer under this Agreement
are subject to the satisfaction at or prior to the Closing Date of each of the following conditions:


 


8.1         Accuracy
of Representations and Warranties. 


 


The representations
and warranties of the Company and the Shareholder herein contained will be true and correct on and as of the Closing Date with
the same force and effect as though made on and as of such date, except as affected by transactions contemplated hereby.


 


8.2         Performance
of Agreements. 


 


The Company and the
Shareholder will have performed all obligations and agreements and materially complied with all covenants and conditions contained
in this Agreement to be performed or complied with by it at or prior to the Closing Date.


 


8.3         Officers’
Certificate. 


 


The Company will have
furnished Buyer with a certificate dated as of the Closing Date, of the Shareholder acting in his capacity as a senior officer
of the Company, to the effect that the Company has fulfilled the conditions specified in Sections 8.1 and 8.2 hereof.


 


8.4         Shareholder’s
Certificate. 


 


The Shareholder will
have furnished Buyer with a certificate dated as of the Closing Date of the Shareholder to the effect that Shareholder has fulfilled
the conditions specified in Sections 8.1 and 8.2 hereof.


 




    	BioZone Share Acquisition Agreement	 	24



     


    

 


8.5         Secretary’s
Certificate. 


 


The Company will have
furnished the Buyer with a Secretary’s Certificate with true, correct, and complete copies of following: (a) the Bylaws of
the Company (as amended), (b) the Articles of Incorporation of the Company (as amended) certified by the Secretary of State of
Nevada, (c) certificates of good standing for California and any foreign jurisdictions where the Company is registered to do business,
(d) the resolutions of the Board of Directors of the Company approving this Agreement, the Ancillary Documents, and the transactions
contemplated hereby and thereby, and (e) the resolutions of the shareholders of the Company approving this Agreement, the Ancillary
Documents, and the transactions contemplated hereby and thereby and establishing the incumbency of the officers of the Company
executing this Agreement and any of the Ancillary Documents.


 


8.6         Employment
Agreements. 


 


Employment Agreement
with Brian Keller substantially in the form as set forth in Exhibit “A” hereto will have been executed and delivered
to the Buyer.


 


8.7         Manufacturing
Agreements. 


 


8.7.1       An
agreement for Company to provide manufacturing (“BioZone Manufacturing Agreement”) for Shareholder in form and substantially
in the form as set forth in Exhibit “B” hereto will have been executed and delivered to Buyer; and


 


8.7.2       An
agreement for Guarantor to provide certain ingredients to Shareholder for certain products not being manufactured by Company (“FPI
Supply Agreement”) substantially in the form as set forth in Exhibit “C” will have been executed and delivered
to Guarantor.


 


8.8         Administrative
Services Agreement. 


 


An agreement for Shareholder
to provide administrative services (the “Administrative Services Agreement”) to Company substantially in the form annexed
hereto as Exhibit “D” will have been executed and delivered to Buyer.


 


8.9         Resignations.



 


Duly executed resignations
effective as of the Closing Date of each director and officer of the Company will be delivered to Buyer.


 


8.10       Stock
Certificates; Stock Powers. 


 


As required by Section
1.2 hereof, Shareholder will have made the deliveries to Buyer of the stock certificates representing the BioZone Shares, together
with stock powers duly endorsed for transfer in blank in a form reasonably satisfactory to the Buyer and any stamps or other evidence
of the payment of documentary taxes required in connection with such delivery.


 




    	BioZone Share Acquisition Agreement	 	25



     


    

 


8.11       Purchase
Order.


 


As required by Section
3.4 hereof, Shareholder will have made delivery to Company of the Initial Purchase Order and the payment therefor.


 


8.12       AP
Payment.


 


As required by Section
3.5 hereof, Shareholder will have made delivery to Company of the AP Payment.


 


8.13       Assignment
of Patent. 


 


At or prior to Closing,
Shareholder will have assigned to Company all right, title, and interest in and to that certain patent identified on Schedule 8.13
hereto pursuant to terms and conditions reasonably satisfactory to Buyer.


 


8.14       Records.



 


All corporate and other
Company records and other documents referred to in this Agreement and any schedule have been delivered to the Buyer.


 


8.15       Actual
or Threatened Actions. 


 


There will not be any
actual or threatened action or proceeding by or before any court or other governmental body or agency that will seek to restrain,
prohibit or invalidate the transactions contemplated by this Agreement or that could affect the right of Buyer to own, operate
or control the Assets of the Company after the Closing Date.


 


8.16       Material
Adverse Effect. 


 


There has been no Material
Adverse Effect.


 


8.17       Approval
of Buyer’s Lender.


 


Buyer will have received
approval from its lender to consummate the transactions that are the subject hereof and the documentation related thereto.


 


8.18       Consents.



 


All required consents
will have been received by Buyer including, but not limited to, all consents and approvals required to permit the Company to enjoy
after the Closing Date all rights and benefits presently enjoyed by the Company, including without limitation, such consents and
approvals as are required to avoid a default or event that, with the passage of time or giving of notice, will be a default under
any agreement between the Company and its customers. Without in any way limiting the foregoing, Buyer shall have received the consent
from:


 


8.18.1     the
Master Landlord to the Sub-Lease;


 




    	BioZone Share Acquisition Agreement	 	26



     


    

 


8.18.2     Cosmetic
Dermatology, Inc, to the assignment to the Company and change in control, and waiver of its right to terminate that certain Manufacturing
Agreement with BioZone Laboratories, Inc. a California corporation, dated August 12, 2012.


 


8.19       Resolutions
of Board of Directors. 


 


The Board of Directors
will have approved the execution and delivery by Buyer of this Agreement and the other Ancillary Documents to which Buyer is, or
is specified to be, a party and the consummation by Buyer of the transactions contemplated hereby and thereby.


 


8.20       Intercompany
Debt. 


 


At the Closing and
with the exception of all accounts receivable due from the Shareholder to the Company for products manufactured by the Company
and shipped to the Shareholder on or after January 1, 2016, the intercompany debt (specifically including but not limited to trade
payables, parent and subsidiary advances, and intercompany loans) between the Company and the Shareholder will be cancelled. The
Shareholder and the Company will take all such actions and execute all such agreements, instruments, and other documents as will
be required to fulfill this condition and the Buyer hereby consents to such actions.


 


		9	CONDITIONS PRECEDENT TO THE OBLIGATIONS TO THE SHAREHOLDER



 


The obligations of the Shareholder under
this Agreement are subject to satisfaction at or prior to the Closing Date of each of the following conditions:


 


9.1         Accuracy
of Representations and Warranties. 


 


The representations
and warranties of Buyer herein contained will be true and correct on and as of the Closing Date, with the same force and effect
as though made on and as of such date, except as affected by the transactions contemplated hereby.


 


9.2         Release
of Shareholder form Operating Leases.


 


Shareholder shall have
received in form and substance satisfactory to it a release from or indemnification for any liability under the leases for the
“Mespac Gel Line” and the “ALPS BFS Line” equipment (the “Operating Leases”).


 


9.3         Sub
Lease for 701 Willow. 


 


Shareholder and the
Company shall have entered into the Sub-Lease (the “Sub-Lease”) in substantially the form annexed hereto as Exhibit
E.


 


9.4         Performance
of Agreements. 


 


Buyer will have performed
all obligations and agreements and materially complied with all covenants and conditions contained in this Agreement to be performed
or complied with by it at or prior to the Closing Date.


 




    	BioZone Share Acquisition Agreement	 	27



     


    

 


9.5         Officers’
Certificate. 


 


Buyer will have furnished
the Company with a certificate, dated as of the Closing Date, of a senior officer, to the effect that Buyer has fulfilled the conditions
specified in Sections 9.1 and 9.2 hereof.


 


9.6         Resolutions
of Board of Directors. 


 


The Board of Directors
will have approved the execution and delivery by Buyer of this Agreement and the other Ancillary Documents to which Buyer is, or
is specified to be, a party and the consummation by Buyer of the transactions contemplated hereby and thereby.


 


9.7         Actual
or Threatened Actions. 


 


There will not be any
actual or, in the best knowledge of the Company and the Shareholder, threatened action or proceeding by or before any court or
other governmental body or agency that will seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement.


 


		10	CFC PAYABLE



 


Shareholder shall within five (5) days
of Closing pay in full any and all amounts that may then be due from Shareholder to Creative Flavor Concepts, Inc., a Pennsylvania
corporation (“CFC”), for products or services provided to Shareholder by CFC.


 


		11	BROKERAGE



 


Buyer shall be responsible for all fees
of the Cyrano Group, Inc. and David Bergstein and the Shareholder shall be responsible for all fees of Canaccord/Genuity, if any,
arising out of this Agreement and the transactions contemplated hereby. Each Party to this agreement represents, warrants, and
agrees that except as set forth in the immediately preceding sentence all negotiations relative to this agreement have been carried
on by it, him or her, or its, his or her representative, directly with the other party without the intervention of any person;
that no broker brought about this sale on its, his or her behalf; and that each party will indemnify and hold the other party harmless
from any and all claims, suits, and actions for brokerage or other commissions, and from and against all expenses of any character,
including reasonable attorneys’ fees incurred by the other by reason of any claim by any person or broker claiming to have
been engaged by, or on behalf of, the indemnifying party, or with whom the indemnifying party is claimed to have made any agreement
for compensation.


 


		12	NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES



 


12.1       Events
of Default. 


 


A breach of any representation
or warranty by the Company, the Shareholder or Buyer, or a breach as a result of the failure of the Company, the Shareholder or
Buyer to perform any of their agreements, covenants, and obligations under this Agreement, will be considered a default hereunder
giving rise to the rights of indemnification set forth in Section 13.1 and Section 13.2 hereof.


 


12.2       Survival
of Representations, Etc. 


 


All representations,
warranties and agreements made by the Company, the Shareholder and Buyer in this Agreement or in any exhibit, certificate, document
or instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby, and the remedies
of Buyer and the Shareholder with respect thereto, will survive the Closing hereunder for the following periods:


 




    	BioZone Share Acquisition Agreement	 	28



     


    

 


12.2.1     With
respect to the representations and warranties of the Company, the Shareholder, and the Buyer as contained in this Agreement and
all related documents, except as expressly provided below, any claim arising thereunder must be brought within a period of eighteen
(18) months following the Closing Date, except as otherwise provided in Section 12.2.2.


 


12.2.2     With
respect to the representations and warranties of the Company and the Shareholder as to federal, state and other taxes set forth
in Section 4.8, any claim arising thereunder may be brought at any time, subject to the applicable statute of limitations.


 


		13	INDEMNIFICATION



 


13.1       Indemnification
to Buyer. 


 


The Shareholder agrees
to indemnify, defend and hold Buyer, its Affiliates, the successors and assigns of Buyer and its Affiliates, and the shareholders,
directors, members, managers, partners, officers, employees, agents, and representatives of any of the foregoing (“Buyer
Indemnitees”) harmless against and in respect of


 


13.1.1     any
claim, suit, demand, action, cause of action, loss, cost, damage, liability, expense, fine, penalty, or other amount (a “Claim”)
suffered or incurred by Buyer because of a breach of any agreement, covenant, or obligation of the Company or the Shareholder incurred
under this Agreement, or because any representation or warranty of the Company or the Shareholder under this Agreement is false
as of the date of this Agreement or the Closing Date;


 


13.1.2     any
Claim relating to that certain action pending in the Superior Court of California, Contra Costa County, Case No. C1400754 (“Garcia
Claim”);


 


13.1.3     all
contingent undisclosed liabilities which the Company becomes obligated to pay and which exist at the Closing Date whether or not
the Shareholder or the Corporation have notice thereof or of the facts or circumstances which give rise thereto;


 


13.1.4     any
assessment for taxes of the Company for any period up to and including the Closing Date;


 


13.1.5     all
reasonable costs and expenses (including, without limitation, accounting and attorneys’ fees) incurred by or in connection
with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section
13.1.


 


13.2       Indemnification
to the Shareholder. 


 


Buyer agrees to defend,
indemnify and hold the Shareholder, its Affiliates, the successors and assigns of Shareholder, and the shareholders, directors,
members, managers, partners, officers, employees, agents, and representatives of any of the foregoing harmless against and in respect
of:


 




    	BioZone Share Acquisition Agreement	 	29



     


    

 


13.2.1     any
loss, liability, damage, expense, fine, penalty, or other amount suffered or incurred by the Shareholder because of a breach of
any agreement, covenant, or obligation of the Buyer under this Agreement, or because any representation or warranty of the Buyer
under this Agreement is false as of the date of this Agreement or the Closing Date; and


 


13.2.2     all
reasonable costs and expenses (including, without limitation, accounting and attorneys’ fees) incurred by the Shareholder
in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against
it in this Section 13.2.


 


13.3       Representation,
Cooperation and Settlement


 


13.3.1     If
any Claim for which indemnification is provided under Section 13.1 or 13.2 relates to a claim, demand, action, suit, countersuit,
litigation, dispute, order, writ, injunction, judgment, assessment, decree, grievance, investigation or other proceeding by a third-party
(a “Third-Party Claim”), the party with the right to be indemnified against such Third-Party Claim (the "Indemnified
Party") will give written notice of such Third-Party Claim (including a reasonable description thereof) to the party required
to provide indemnification (the “Indemnifying Party”) within ten (10) days of notification of the Third-Party Claim,
provided that the Indemnified Party’s right to indemnification will not be waived by any failure to provide notification
within such ten (10) day period, unless such failure materially prejudices the ability of the Indemnifying Party to defend the
Third-Party Claim. The Indemnifying Party will have 15 days from the receipt of such notice to give written notice to the Indemnified
Party of its intention to defend such Third-Party Claim on behalf of the Indemnified Party (the “Indemnity Acknowledgement
Period”), which notice will acknowledge the obligation of the Indemnifying Party to indemnify the Indemnified Party against
such Third-Party Claim.


 


13.3.2     If
notice to defend and the required acknowledgement are given by the Indemnifying Party within the Indemnity Acknowledgement Period,
the Indemnifying Party will have the right to compromise or defend any such Third-Party Claim through counsel of its own choosing
(provided that such counsel is reasonably satisfactory to the Indemnified Party) and at its own expense. In the event the Indemnifying
Party undertakes to defend any such Third-Party Claim, the Indemnifying Party will promptly provide the Indemnified Party with
copies of all pleadings and filings pertinent to the Third-Party Claim.


 


13.3.3     Notwithstanding
the foregoing provisions, the Indemnifying Party will not agree to any settlement or remedy (a) that involves any remedy other
than a pure monetary resolution, including, without limitation, injunctive relief against the Indemnified Party or requires the
Indemnified Party to enter into a consent decree or (b) requires the Indemnified Party to confess to any wrongdoing, unless the
Indemnified Party consents in writing to such settlement or remedy.


 


13.3.4     If
prior to (i) the Indemnified Party giving notice to the Indemnifying Party of a Third-Party Claim or (ii) the expiration of the
Indemnity Acknowledgement Period, the Indemnified Party takes any action with respect to a Third-Party Claim, the Indemnifying
Party will not be relieved of its indemnification obligations unless the Indemnifying Party is prejudiced by any of the Indemnified
Party’s actions and then only to the extent of such prejudice and only with respect to such Indemnified Party undertaking
such actions.


 




    	BioZone Share Acquisition Agreement	 	30



     


    

 


13.3.5     If
the Indemnifying Party fails to give written notice to the Indemnified Party within the Indemnity Acknowledgement Period of the
Indemnifying Party’s intention to defend such Third-Party Claim at its own expense and acknowledging its obligation to indemnify
the Indemnified Party against such claim or fails to defend diligently and continuously a Third-Party Claim against the Indemnified
Party, the Indemnified Party will have the right to compromise or defend such Third-Party Claim through counsel of its own choosing,
but for the account and at the expense of the Indemnifying Party, subject to the applicable limitation of liability set forth in
Section 13.1 or 13.2, as the case may be.


 


13.4       Certain
Limitations.


 


(a) Except with regard
to Claims under Sections 4.9, 7.2 and 13.1.2, an Indemnifying Party’s indemnification obligations under Section 13.1
or Section 13.2 for breaches of representations and warranties shall not arise unless the amount of Indemnifiable Losses
for which the Indemnifying Party is so required to indemnify for all breaches of representations and warranties exceeds $100,000
in the aggregate (the “Basket”), whereupon the total amount of such Indemnifiable Losses shall be recoverable by the
Indemnified Party (subject to the limitation in Section 13.4(b)). The Basket shall not apply to breaches of any covenants
contained herein.


 


(b) The Shareholder’s
maximum liability for Claims shall be limited to the Holdback Amount and in no event shall the Shareholder’s liability for
Claims exceed the Holdback Amount. For the avoidance of doubt if the Holdback Amount is not earned or paid then Shareholder shall
have no liability for any Claims. The Buyer’s indemnification obligations under Section 13.1 or Section 13.2 for
breaches of representations and warranties shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00). Notwithstanding
the foregoing, the limitations in this Section 13.4(b) shall not apply (i) to Shareholder with respect to any breach by Shareholder
of (1) any other agreement between Shareholder and the Company or Guarantor (specifically including but not limited to the BioZone
Manufacturing Agreement or the FPI Supply Agreement, or (2) under Sections 4.1 through 4.4, 4.8, 4.9, 4.10,  4.20,
4.23, 7.2, and 13.1.2, and (ii) to Buyer with respect to any breach by Buyer, the Guarantor or the Company of (1) the BioZone Manufacturing
Agreement, the FPI Supply Agreement, the Sublease or the Administrative Services Agreement or (2) under Section 5.1 or 5.2.


 


Notwithstanding anything
in this Agreement to the contrary, the parties acknowledge and agree that, in the event of fraud, nothing in this Agreement shall
limit (i) any party’s rights or (ii) the amount of damages recoverable by a party against the party committing such fraud.


 


13.5       Payment
of Indemnification Obligations. 


 


Each Party will promptly
pay to any Indemnified Party the amount of all damages, losses, deficiencies, liabilities, costs, expenses, claims and other obligations
to which the foregoing provisions of this Article 12 relates together with interest thereon from the date of assertion of such
Claims at the prime rate in effect from time to time as announced by Wells Fargo, N.A.


 


		14	TERMINATION OF AGREEMENT



 


14.1       Termination.



 


At any time prior to
the Closing Date, this Agreement may be terminated (i) by the consent of the Buyer and Shareholder, (ii) by Shareholder if there
has been a material misrepresentation, breach of warranty or breach of covenant by Buyer in its representations, warranties and
covenants set forth herein, (iii) by Buyer if there has been a material misrepresentation, breach of warranty or breach of covenant
by the Shareholder in its representations, warranties and covenants set forth herein, (iv) by the Shareholder if the conditions
stated in Article 9 have not been satisfied at or prior to the Closing Date or (v) by Buyer if the conditions stated in Article
8 have not been satisfied at or prior to the Closing Date.


 




    	BioZone Share Acquisition Agreement	 	31



     


    

 


14.2       Effect
of Termination. 


 


If this Agreement shall be terminated as
above provided, this Agreement shall become null and void and have no effect all obligations of the parties hereunder shall terminate
without liability of any party to the other; provided however, that nothing in this Section 14.2 shall prevent any party from seeking
or obtaining damages or appropriate equitable relief for the breach of any representation, warranty or covenant made by any other
party hereto.


 


14.3       Right
to Proceed. 


 


Anything in this Agreement
to the contrary notwithstanding, if any of the conditions specified in Article 8 hereof have not been satisfied at or prior to
the Closing, Buyer, having otherwise satisfied its obligations or met conditions to Closing hereunder, shall have the right to
proceed with the transactions contemplated hereby without waiving any of its rights hereunder, and if any of the conditions specified
in Article 8 hereof have not been satisfied at or prior to the Closing, the Shareholder, having otherwise satisfied their obligations
or met conditions to Closing hereunder, shall have the right to proceed with the transactions contemplated hereby without waiving
any of their rights hereunder.


 


		15	TAX MATTERS.



 


(a)          The
Shareholder shall prepare or cause to be prepared and file all tax returns of the Company that are required to be filed or that
may be filed on or before the Closing Date with respect to any pre-closing tax period (including the period from January 1, 2016
through the Closing). All such tax returns shall be prepared in a manner consistent with past practice of the Company (as applicable)
unless otherwise required by applicable Law. A copy of each such tax return shall be provided to the Buyer [for its review and
approval (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to its filing date; provided
that the Buyer’s review and approval shall not be required with respect to any tax return if none of the positions taken
in or other contents of such tax return would be reasonably expected to materially affect the tax Liability of the Company for
any post-Closing tax period. Buyer and the Company shall provide Shareholder with access to the books and records and personnel
of the Company to allow Shareholder to prepare the foregoing tax returns


 


(b)          The
Buyer shall prepare or cause to be prepared and file or cause to be filed all tax returns of the Company due after the Closing
Date (beginning with the period commencing on the Closing and ending December 31, 2016).


 


		16	MISCELLANEOUS



 


16.1       Waivers
and Amendment.


 


16.1.1     The
Shareholder, on the one hand, or Buyer, on the other hand may, by written notice to the other, (i) extend the time for the performance
of any of the obligations or other actions of the other; (ii) waive any inaccuracies in the representations or warranties of the
other contained in this Agreement; (iii) waive compliance with any of the covenants of the other contained in this Agreement; and
(iv) waive or modify performance of any of the obligations of the other.


 




    	BioZone Share Acquisition Agreement	 	32



     


    

 


16.1.2     This
Agreement may be amended, modified or supplemented only by a written instrument executed by all the parties hereto. Except as provided
in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on
behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any representations,
warranties, covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement
will not operate or be construed as a waiver of any subsequent breach.


 


16.2       Expenses.



 


Whether or not the
transactions contemplated by this Agreement are consummated, Buyer will pay the fees and expenses of its counsel, accountants,
other experts and all other expenses incurred by it incident to the negotiation, preparation, execution and consummation of the
transactions contemplated by and of this Agreement, and the Shareholder will pay any and all fees and expenses incurred by the
Company or the Shareholder with respect to their counsel, accountants, other advisors or experts and all other expenses incurred
by it incident to the negotiation, preparation, execution and consummation of the transactions contemplated by and of this Agreement
and the performance by the Company and the Shareholder of their obligations hereunder. No such fees or expenses of the Company
have been or will be paid by the Company, and Shareholder will reimburse the Company for any such fees or expenses paid by the
Company.


 


16.3       Taxes.



 


Any taxes in the nature
of a sales or transfer tax and any stock transfer tax, payable on the sale or transfer of all or any portion of the BioZone Shares
or the consummation of any other transaction contemplated hereby shall be paid by Shareholder.


 


16.4       Occurrences
of Conditions Precedent. 


 


Each of the parties
hereto agrees to use its best efforts to cause all conditions precedent to its obligations under this Agreement to be satisfied.


 


16.5       Notices.



 


All notices, requests,
demands and other communications that are required or may be given under this Agreement will be in writing and will be deemed to
have been duly given if (a) delivered personally, (b) two business days after being sent by registered or certified mail, return
receipt requested, postage prepaid, or (c) one business day after being sent by a nationally-recognized overnight courier service
providing for reasonable means of proof of delivery:


 




    	BioZone Share Acquisition Agreement	 	33



     


    

 


If to the Shareholder
or to the Company before the Closing, to:


 


MusclePharm
Corporation


4721 Ironton
St., Building A


Denver, CO
80239


 


Attention:
John Price, Chief Financial Officer


 


with a copy
which shall not constitute notice to:


 


Barry Rutcofsky


Kasowitz Benson
Torres & Friedman LLP


1633 Broadway


New York, NY
10019


 


If to the Buyer
or to the Company after the Closing, to:


 


BioZone Holdings,
Inc.


28350 Witherspoon
Parkway


Valencia, CA
91355


 


Attention:
Jeff Harris


 


with a copy
which shall not constitute notice to:


 


Jerry Rappaport


Rappaport Law
Corporation


2500 Broadway,
Suite F-125


Santa Monica,
CA 90404


 


If to the Guarantor,
to:


 


Flavor Producers,
Inc.


28350 Witherspoon
Parkway


Valencia, CA
91355


 


Attention:
Jeff Harris


 


with a copy
which shall not constitute notice to:


 


Jerry Rappaport


Rappaport Law
Corporation


2500 Broadway,
Suite F-125


Santa Monica,
CA 90404


 


or to such other address as any party will
have specified by notice in writing to the other parties from time to time. For purposes hereof, “business day” means
any day other than a Saturday or Sunday that is not a bank holiday in the State of California.


 




    	BioZone Share Acquisition Agreement	 	34



     


    

 


16.6       Integration
Clause. 


 


This Agreement (including,
without limitation, the Exhibits and Schedules hereto, which are incorporated herein by reference and made a part hereof) constitutes
the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements with respect to the subject matter hereof, whether written or oral, whether express or implied.


 


16.7       Binding
Effect; Benefits. 


 


This Agreement will
inure to the benefit of and be binding upon the parties hereto and their respective successors and any permitted assigns. Except
as expressly provided for herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto, or their successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.


 


16.8       Non
assignability. 


 


This Agreement and
any rights pursuant hereto will not be assignable by either party without the prior written consent of the other party, which consent
may be withheld in such other party’s sole discretion; provided, however, Seller hereby expressly consents to Buyer:


 


		(a)	assigning some or all of its rights and/or delegating some or all of its obligations hereunder
to any of its Affiliates, provided, however, the Buyer shall notify the Shareholder of such assignment and such assignment shall
not relieve Buyer of any of its obligations hereunder; and



 


		(b)	encumbering, mortgaging, hypothecating, or otherwise assigning or transferring its rights under
this Agreement or to the Assets, or granting to any lender any other type of security interest therein.



 


16.9       Applicable
Law; Choice of Forum. 


 


This Agreement and
the legal relations between the parties hereto will be governed by and in accordance with the laws of the California. Except as
otherwise provided in Section 2.1.5 hereof, the parties hereto hereby submit to the exclusive jurisdiction of the courts of the
State of California or the courts of the United States located in the State of California in respect of the interpretation and
enforcement of the provisions of this Agreement and hereby waive, and agree not to assert, any defense in any action, suit or proceeding
for the interpretation or enforcement of this Agreement, that they are not subject thereto or that such action, suit or proceeding
may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that
their property is exempt or immune from execution, that the suit, action or proceeding is brought in an inconvenient forum, or
that the venue of the suit, action or proceeding is improper. Service of process with respect thereto may be made upon any party
by mailing a copy thereof by registered or certified mail, postage prepaid, to such party at its address as provided in Section
16.5 hereof.


 


16.10     Further
Assurances. 


 


From time to time after
the Closing and without further consideration, the parties will execute and deliver, or arrange for the execution and delivery
of such other instruments of conveyance and transfer and take such other action or arrange for such other actions as may reasonably
be requested to more effectively complete any of the transactions provided for in this Agreement or any document annexed hereto.


 




    	BioZone Share Acquisition Agreement	 	35



     


    

 


16.11     Interpretation;
Counterparts. 


 


The section and other
headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this
Agreement. As the context requires, all words used herein in the singular will extend to and include the plural, all words used
in the plural will extend to and include the singular, and all words used in any gender will extend to and include the other gender
or be neutral. “Herein”, “hereof”, “hereby”, “hereto”, and the like will refer
to this Agreement as a whole, except where the context otherwise requires. “Including” (and its correlates) where used
in this Agreement will be deemed to mean “including, without limitation,” whether or not such qualification is expressly
stated. All statutes and other laws referred to in this Agreement will be deemed to be referred to as the same may be amended from
time to time. This Agreement may be executed in any number of counterparts (including, without limitation, by facsimile or electronic
counterparts), each of which will be deemed to be an original and all of which taken together will be deemed to be one and the
same instrument.


 


		17	DEFINITIONS



 


For purposes hereof, the following terms
will have the following meanings:


 


“Access Rights”
has the meaning given to the term in Section 1.4.3 hereof.


 


“Accounting Firm”
has the meaning given to the term in Section 3.4 hereof.


 


“Accounts Payable”
means all amounts currently due and owing by the Company in the ordinary course of its business including amounts for the purchase
of services, Inventory, and supplies but excluding amounts for salaries payable, accrued interest payable, and rent payable.


 


“Accounts Receivable”
means all amounts due and owing to the Company on accounts incurred in the ordinary course of its business less any customary allowance
for bad debts.


 


“Administrative
Services Agreement” has the meaning given to the term in Section 7.8.


 


“Affiliate”
means, when used with reference to any entity or natural person, any other entity or natural person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, the referenced entity or natural person. For purposes hereof, "control,"
when used with respect to any specified entity, means the power to direct or cause the direction of the management and/or policies
of such entity, directly or indirectly, whether through ownership of voting securities or other voting rights, by contract or otherwise
(and the words "controlling" and "controlled" have meanings correlative of the foregoing).


 


“Agreement”
has the meaning give to the term in the preamble hereof.


 


“Ancillary Documents”
has the meaning given to the term in Section 4.3 hereof.


 


“AP Payment”
has the meaning given to the term in Section 3.5 hereof.


 




    	BioZone Share Acquisition Agreement	 	36



     


    

 


“Assets”
means all assets, properties, rights and interests, of any kind and description
(whether real, personal or mixed, tangible or intangible, or fixed, contingent or otherwise), wherever located and by whomever
possessed, owned, licensed or leased by the Company.


 


“Auditors”
has the meaning given to the term in Section 2.1.5 hereof.


 


“Balance Sheet
Date” has the meaning given to the term in Section 4.5 hereof.


 


“BioZone Manufacturing
Agreement” has the meaning given to the term in Section 8.7.1 hereof.


 


“BioZone Shares”
has the meaning given to the term in the recitals hereof.


 


“Business”
has the meaning given to the term in Section 1.4.2 hereof.


 


“Buyer”
has the meaning given to the term in the preamble hereof.


 


“CERCLA”
has the meaning given to the term in Section 4.23.3 hereof.


 


“Claim”
has the meaning given to the term in Section 13.1.1 hereof.


 


“Closing”
has the meaning given to the term in Section 3.1 hereof.


 


“Closing Date”
has the meaning given to the term in Section 3.1 hereof.


 


“Closing Date
Financial Statements” has the meaning given to the term in Section 2.1.2.


 


“Closing Payment”
has the meaning given to the term in Section 1.4.1 hereof.


 


“Code”
has the meaning given to the term in Section 4.20.1. hereof.


 


“Company”
has the meaning given to the term in the recitals hereof.


 


“Earn-Out Period”
has the meaning given to the term in Section 1.4.2 hereof.


 


“Earn-Out Statement”
has the meaning given to the term in Section 1.4.3 hereof.


 


“EBITDA”
means for any period (i) the consolidated net income of the Company during such period, plus (ii) to the extent (but only to the
extent) deducted in determining such net income (A) income taxes paid by Company during such period, (B) net interest expense paid
by the Company during such period, (C) amortization expenses and (D) depreciation expenses, in each case determined on a consolidated
basis in accordance with GAAP


 


“Environmental
Laws” has the meaning given to the term in Section 4.23.3 hereof.


 


“ERISA”
has the meaning given to the term in Section 4.20.1 hereof.


 


“Financial Statements”
has the meaning given to the term in Section 4.5 hereof.


 


“FPI Supply Agreement”
has the meaning given to the term in Section 8.7.2 hereof.


 




    	BioZone Share Acquisition Agreement	 	37



     


    

 


“GAAP”
means those generally accepted accounting principles and practices that are used in the United States and recognized as such by
the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting
Standards Board or through other appropriate boards or committees thereof and that are consistently applied for all periods in
accordance with historical practices so as to properly reflect the financial position, results of operations and operating cash
flow on a consolidated basis of the party, except for any accounting principle or practice required to be changed by the Accounting
Principles Board or Financial Accounting Standards Board (or other appropriate board or committee) in order to continue as a generally
accepted accounting principle or practice may be so changed.


 


“Guarantor”
has the meaning given to the term in the recitals hereof.


 


“Holdback Amount”
has the meaning given to the term in Section 1.4.2 hereof.


 


“Indemnified
Party” has the meaning given to the term in Section 13.3.1.


 


“Indemnifying
Party” has the meaning given to the term in Section 13.3.1.


 


“Indemnity Acknowledgement
Period” has the meaning given to the term in Section 13.3.1 hereof.


 


“Initial Purchase
Order” has the meaning given to the term in Section 3.4 hereof.


 


“Intellectual
Property Rights” has the meaning given to the term in Section 4.14 hereof.


 


“Inventory”
means all items of inventory of the Company (excluding obsolete inventory) wherever located, including, without limitation, raw
materials, work in process, finished goods, supplies used to operate and maintain the equipment or process raw materials and work
in process, spare parts and supply and packaging items including any of the aforementioned owned by Shareholder but in the possession
of manufacturers, customers, suppliers or dealers, or in transit or returned goods.


 


“Liability”
has the meaning given to the term in Section 4.26 hereof.


 


“Liens”
has the meaning given to the term in Section 1.1 hereof.


 


“Material Adverse
Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually
or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets
of the Company, (b) the ability of Shareholder to consummate the transactions contemplated hereby on a timely basis; provided,
however, that "Material Adverse Effect" shall not include any event, occurrence, fact, condition, or change, directly
or indirectly, arising out of or attributable to: (i) any changes, conditions or effects in the United States or foreign economies
or securities or financial markets in general; (ii) changes, conditions or effects that generally affect the industries in which
the Company operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement;
or (iv) conditions caused by acts of terrorism or war (whether or not declared); provided further, however, that any event, occurrence,
fact, condition, or change referred to in clauses (i), (ii) or (iv) immediately above shall be taken into account in determining
whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence,
fact, condition, or change has a disproportionate effect on the  Company compared to other participants in the industries
in which the Company operates..


 




    	BioZone Share Acquisition Agreement	 	38



     


    

 


“Notice of Objection”
has the meaning given to the term in Section 1.4.3 hereof.


 


“Operating Leases”
has the meaning given to the term in Section 9.2 hereof.


 


“Party” and “Parties”
have the meaning given to those terms in the preamble hereof.


 


“Plans”
has the meaning given to the term in Section 4.20.1 hereof.


 


“Post-Closing
Net Working Capital Statement” has the meaning given to the term in Section 2.1.2 hereof.


 


“Pre-Closing
Balance Sheet” has the meaning given to the term in Section 4.5 hereof.


 


“Preliminary
Net Working Capital Statement” has the meaning given to the term in Section 2.1.1


 


“Prepaid Expenses”
means all amounts paid by the Company prior to the time when they are due.


 


“Purchase Price”
has the meaning given to the term in Section 1.3 hereof.


 


“Quarterly Earn-Out
Estimates” has the meaning given to the term in Section 1.4.3 hereof.


 


“Shareholder”
has the meaning given to the term in the preamble hereto.


 


“Sub-Lease”
has the meaning given to the term in Section 8.3 hereof.


 


“Supporting Documentation”
has the meaning given to the term in Section 1.4.3 hereof.


 


“Target Net Working
Capital” shall mean $988,413.00.


 


“Target Price
Adjustments” has the meaning given to the term in Article 2.


 


“Third-Party
Claim” has the meaning given to the term in Section 13.3.1.


 


“to the best
of Shareholder's knowledge” has the meaning given to the term in Section 4.27.


 


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    	BioZone Share Acquisition Agreement	 	39



     


    

 


IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, have duly executed and delivered this Agreement as of the date first above
written.


 


	 	BUYER:
	 	 
	 	BioZone Holdings, Inc., a Nevada corporation
	 	 	 
	 	By:	/s/ Jeff Harris
	 	 	 
	 	 	Name:  Jeff Harris
	 	 	 
	 	 	Title:    President
	 	 	 
	 	SHAREHOLDER:
	 	 
	 	MusclePharm Corporation, a Nevada corporation
	 	 	 
	 	By:	/s/ Ryan Drexler
	 	 	 
	 	 	Name:  Ryan Drexler
	 	 	 
	 	 	Title:    Chief Executive Officer
	 	 	 
	 	COMPANY:
	 	 
	 	BioZone Laboratories, Inc., a Nevada corporation
	 	 	 
	 	By:	/s/ John Price
	 	 	 
	 	 	Name:  John Price
	 	 	 
	 	 	Title:    Chief Financial Officer
	 	 	 
	 	GUARANTOR:
	 	 
	 	Flavor Producers, Inc., a California corporation
	 	 	 
	 	By:	/s/ Jeff Harris
	 	 	 
	 	 	Name:  Jeff Harris
	 	 	 
	 	 	Title:    Chief Executive Officer


 




    	BioZone Share Acquisition Agreement	 	40