Blueprint





Exhibit 10.1







SHARE
EXCHANGE AGREEMENT


THIS SHARE EXCHANGE AGREEMENT is made
effective the 13th day of October, 2016.


BETWEEN:


HEALTH ADVANCE INC., a corporation existing
under the laws of the State of Wyoming (hereinafter referred to as
“Health Advance”
or the “Purchaser”)


- and
-


HANTIAN LABS LIMITED. a
corporation existing under the laws of the United Kingdom
(hereinafter referred to as “HANTIAN” or the
“Company”)


-and-


The
shareholders of Hantian listed in the attached Schedule
“A” (which shareholders, together with any persons that
become shareholders of Hantian prior to Closing, hereinafter
collectively referred to as, the “Shareholders”, and individually
as, a “Shareholder”)


 


RECITALS:




(I)

WHEREAS on the terms and subject to the
conditions herein set forth, the Purchaser desires to purchase from
the Shareholders all of the issued and outstanding common shares of
HANTIAN outstanding as at the date of this Agreement together with
all common shares of HANTIAN issued to any Shareholders prior to
Closing (the “Purchased
Shares”), and the Shareholders desire to sell the
Purchased Shares to the Purchaser;








(II)

WHEREAS, the Parties have executed a
Letter of Intent dated as of September 27, 2016, providing the
general commercial terms and conditions for the transaction
contemplated herein (the “Letter of Intent” or
“Term Sheet”);
and








(III)

WHEREAS, the Sellers collectively own
100% of the issued and outstanding shares of the Company (the
“Shares”); the Company conducts the operations of
selling nutraceuticals (the “Business”);








(IV)

WHEREAS, the Purchaser is a company with
its shares listed on the OTC Pinks with the ticker symbol
“HADV”;








(V)

WHEREAS, with the Purchase Price as
considerations, the Purchaser desires to acquire all of the shares
of the Company (the “Shares”) in accordance with and
subject to the terms and conditions of this Agreement (the
“Transaction”).






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



 







 






ARTICLE
I INTERPRETATION


1.01
Definitions


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


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


(b)
 “Alternative
Transaction” means any of the following (other than
the transactions contemplated by this Agreement): (a) any merger,
amalgamation, arrangement, share exchange, take-over bid, tender
offer, recapitalization, consolidation or other business
combination directly or indirectly involving HANTIAN or the HANTIAN
Subsidiaries or the Purchaser, or any analogous transaction whereby
HANTIAN or the HANTIAN Subsidiaries becomes directly or indirectly
publicly listed (b) any acquisition of all or substantially all of
the assets of HANTIAN or the HANTIAN Subsidiaries or the Purchaser
(or any lease, long- term supply agreement, exchange, mortgage,
pledge or other arrangement having a similar economic effect), (c)
any acquisition of beneficial ownership of 20% or more of
HANTIAN’s common shares or Common Shares in a single
transaction or a series of related transactions, (d) any
acquisition by HANTIAN or the HANTIAN Subsidiaries or the Purchaser
of any assets or capital stock of another person (other than
acquisitions of capital stock or assets of any other person that
are not, individually or in the aggregate, material to HANTIAN or
the HANTIAN Subsidiaries or the Purchaser, or (e) any bona fide
proposal to, or public announcement of an intention to, do any of
the foregoing on or before the Termination Date;


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


(d)
 “Business
Day” means a day which is not a Saturday, Sunday or a
statutory holiday in the United States;  


(e)
 “Business-Related
IP” means, collectively, all IP of or pertaining to or
used in connection with the business of HANTIAN including all Owned
IP (including Registered IP), In-Licensed IP and Customer Data;
 


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


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


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



 

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


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


(k)
 “OTC”
means the over the counter if applicable;  


 (l)
“Customer Data”
means any information, data or materials received by or on behalf
of the HANTIAN from its end users in connection with the use of the
products, services and technologies offered by
HANTIAN;


(m)
 “Securites Transfer
Agreement” has the meaning set forth in Section 2.02
if applicable;  


(n)
 “Disclosure
Document” means a listing statement, filing statement,
information circular or other similar document, as the case may be,
in any case prepared in accordance with the policies of the OTC in
connection with the Transaction contemplated herein (including
Policy 8 – “Fundamental Changes”);  


(o)
 “Disclosure
Letter” means a letter of even date with this
Agreement from the Shareholders and HANTIAN to the Purchaser that
is described as the ‘Disclosure Letter’;  


(p)
 “Disclosed” means, in the case of
the Shareholders and HANTIAN, fairly disclosed (with sufficient
details to identify the nature and scope of the matter disclosed)
in the Disclosure Letter, and, in the case of the Purchaser, fairly
disclosed in writing to HANTIAN (for itself and for the benefit of
the Shareholders) prior to the date of this Agreement (with
sufficient details to identify the nature and scope of the matter
disclosed);  


(q)
 “Environmental
Laws” means all applicable federal, provincial, state,
local and foreign laws imposing liability or standards of conduct
for or relating to the regulation of activities, materials,
substances or wastes in connection with or for the protection of
human health, safety, the environment or natural resources
(including ambient air, surface water, groundwater, wetlands, land
surface or subsurface strata, wildlife, aquatic species and
vegetation);  



 

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(r)
 “Environmental
Liabilities” means, with respect to any person, all
liabilities, obligations, responsibilities, remedial and removal
costs, investigation costs, capital costs, operation and
maintenance costs, losses, damages, punitive damages, property
damages, consequential damages, treble damages, costs and expenses,
fines, penalties and sanctions incurred as a result of or related
to any claim, suit, action, administrative order, investigation,
proceeding or demand by any person, whether based in contract,
tort, implied or express warranty, strict liability, criminal or
civil statute or common law, relating to any environmental matter
arising under or related to any Environmental Laws, Environmental
Permits, or in connection with any Release or threatened Release or
presence of a Hazardous Substance whether on, at, in, under, from,
or about or in the vicinity of any real or personal property;
 


(s)
 “Environmental
Permits” means all permits, licenses, written
authorizations, certificates, approvals, program participation
requirements, sign-offs or registrations required by or available
with or from any Governmental Authority under any Environmental
Laws;  


(t)
 “Escrow
Agent” means any escrow agent as may be agreed to by
the Purchaser and the Shareholders, each acting reasonably;
 


(u)
 “Exemptions” has the meaning set
forth in Section 2.06(a);  


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


(w)
 “Hazardous
Substances” means any pollutant, contaminant, waste or
chemical, or any toxic, radioactive, ignitable, corrosive, reactive
or otherwise hazardous or deleterious substance, waste or material,
including petroleum, polychlorinated biphenyls, asbestos and
urea-formaldehyde insulation, and any other material or contaminant
regulated or defined pursuant to, or that could result in liability
under, any Environmental Law;  


(x)
 “In-Licensed
IP” means all IP that is licensed to HANTIAN;
 


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



 

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(z)
“HANTIAN Assets”
means the assets of HANTIAN as shown in the HANTIAN Financial
Statements;


(aa)
“HANTIAN Financial
Statements” has the meaning set forth in Section
5.03(k);


(bb)
“HANTIAN Material
Contracts” has the meaning set forth in Section
5.03(p);


(cc)
“HANTIAN Shareholder Consent
Agreement” means the consent agreement to be entered
into between the Purchaser and each New HANTIAN Shareholder by the
Time of Closing, substantially in the form attached hereto as
Schedule “B” if applicable;


(dd)
“HANTIAN Shareholders’
Agreement” means the Shareholders’ Agreement if
applicable;


(ee)
“HANTIAN
Subsidiaries” means JT Hantian LLC;


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


(gg)
“License
Agreements” has the meaning set out in Section
5.03(ee);


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


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


(jj)
“material fact”
will have the meaning ascribed to it in the Securities Act;


(kk)
“misrepresentation” will have the
meaning ascribed to it in the Securities Act;


(ll)
“New HANTIAN
Shareholders” has the meaning set forth in Section
2.03; (pp)
“Owned IP” means
all IP legally and beneficially owned by HANTIAN, including
Registered IP, but excludes In-Licensed IP;


(mm)
“person”
includes an individual, sole proprietorship, partnership, limited
partnership, unincorporated association or organization,
unincorporated syndicate, body corporate, trust, trustee, executor,
administrator, legal representative of the Crown or any agency or
instrumentality thereof;



 

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(nn)
“Payment Shares”
has the meaning set forth in Section 2.04;


(oo)
“Public Record”
means the information relating to the Purchaser contained in all
press releases, material change reports, financial statements and
related management’s discussion and analysis, information
circulars and all other documents of the Purchaser which have been
filed publicly; 


(pp)
“Purchased
Shares” has the meaning set forth in the recitals to
this Agreement;


(qq)
“Purchaser Financial
Statements” has the meaning set forth in Section
5.01(k);


(rr)
“Registered IP”
means all IP that is registered or the subject of an application
for registration or registration procedures in the name of HANTIAN,
its affiliates and subsidiaries with any government, regulatory
body or third person;


(ss)
“Release” means
any release, spill, emission, leaking, pumping, pouring, emitting,
emptying, escape, injection, deposit, disposal, discharge,
dispersal, dumping, leaching or migration of a Hazardous Substance
in the indoor or outdoor environment, including the movement of a
Hazardous Substance through or in the air, soil, surface water,
ground water or property;


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


(uu)
“Shareholders”
and “Shareholder” have the respective
meanings set forth in the recitals to this Agreement;


(vv)
 “Shareholders’
Approval” means approval of the Transaction by
shareholders of the Purchaser;   


(ww)
“Termination
Date” means January 6, 2017, or such later date as may
be agreed in writing between the Purchaser and
HANTIAN;


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


(yy)
“Transaction”
means the purchase and sale of the Purchased Shares in accordance
with the terms of this Agreement.


1.02
Currency


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



 

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1.03
Interpretation Not Affected by Headings, etc.


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


1.04
Number, etc.


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


1.05
Date for Any Action


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


1.06
Statutory References


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


1.07
Accounting Principles


Wherever in this
Agreement reference is made to generally accepted accounting
principles, such reference will be deemed to be the International
Financial Reporting Standards or the US generally accepted
accounting principles, as applicable, approved by the International
Accounting Standards Board, as the case may be, or any successor
thereto, applicable as at the date on which a calculation is made
or required to be made in accordance with generally accepted
accounting principles.


1.08
Knowledge


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


(b)
 Any reference herein to “the knowledge of
HANTIAN” (or similar expressions) will be deemed to mean the
actual knowledge of Christian Diesveld, the President of HANTIAN,
together with the knowledge such person would have had if they had
conducted a diligent inquiry into the relevant subject matter.
 



 

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ARTICLE
II 


PURCHASE AND SALE OF PURCHASED SHARES
 


2.01
Purchase and Sale


Subject
to the terms and conditions hereof, each of the Shareholders
covenants and agrees to sell, assign and transfer to the Purchaser
and the Purchaser covenants and agrees to purchase from such
Shareholder, the number of Purchased Shares which are beneficially
owned by such Shareholder at the Time of Closing. As of the date of
this Agreement, the number of Purchased Shares which are owned by
each Shareholder is the number set forth opposite the name of such
Shareholder as set out in Schedule “A” attached
hereto.


2.02
Securities Transfer Agreement


The
parties acknowledge and agree that Rejean Marchildon (a
Shareholder) will enter into a Securities Transfer Agreement
Agreement with Makmo Trading Corp. pursuant to which the parties
have agreed that immediately prior to Closing Rejean Marchildon
will acquire the promissory note in the amount of $59,135.00 owing
to Makmo Trading Corp. from Health Advance.


2.03
New HANTIAN Shareholders


The
parties acknowledge and agree that, prior to Closing, HANTIAN may,
subject to receiving the prior written consent of the Purchaser and
each of the current HANTIAN Shareholders, enter into transactions
pursuant to which HANTIAN will issue additional common shares to
new shareholders (“New
HANTIAN Shareholders”).


2.04
Purchase Price


In
consideration for the acquisition of the Purchased Shares, the
Purchaser will issue from treasury to the Shareholder’s of
HANTIAN at the Time of Closing, 15,000,000 Common Shares
(collectively, the “Payment
Shares”) representing 1.5 shares of Health Advance for
each Purchased Share of HANTIAN. The Payment Shares are being
issued at a deemed value of $0.30 per Payment Share.


2.05
Tax Election


Notwithstanding
anything contained in this Agreement, the Purchaser does not assume
and will not be liable for any taxes under the Tax Act or any other
amount whatsoever which may be or become payable by Shareholders
including, without limiting the generality of the foregoing, any
taxes resulting from or arising as a consequence of the sale by
Shareholders to the Purchaser of the Purchased Shares herein
contemplated.


2.06
Restrictions on Resale


Each of
the Shareholders acknowledges and agrees as follows:


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



 

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(b)
 if applicable, as a consequence of acquiring the Payment
Shares, pursuant to the Exemptions:


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


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


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

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

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


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


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


2.07
Right of First Refusal


Each of
the Shareholders acknowledges and agrees as follows:


(a)
 for a period of one year following the Closing Date, the
Shareholder shall not transfer any of its Payment Shares unless the
Shareholder (the “Offeror”) first offers by notice
in writing (the “RFR
Offer”) to the Purchaser the prior right to purchase
such Payment Shares from the Offeror;  


(b)
 the RFR Offer must set forth:  


(i)
 the number of Payment Shares that the Offeror desires to sell
(the “Offered
 Shares”);  


(ii)
 the price, in lawful money of the United States, for the
Offered Shares;  


(iii)
 the terms and conditions of the sale; and  



 

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(iv)
 that the RFR Offer is open for acceptance for a period of 30
days after receipt of such RFR Offer by the Purchaser and request
that the Purchaser state in writing whether it is willing to
purchase all (but not less than all) of the Offered Shares;
 


(c) if
the Offeror does not receive from the Purchaser within the 30 day
notice period provided in §2.07(b)(iv) above written notice of
acceptance of the RFR Offer to purchase the Offered Shares, then
the Offeror may thereafter, for a period of 90 days after the
expiration of the period for acceptance by the Purchaser, sell,
transfer or otherwise dispose of all, but not less than all, of the
Offered Shares to any other person provided that:


(i)
 the Offeror shall sell the Offered Shares for cash at
closing, free and clear of encumbrances, and on terms which are not
less favourable to the Offeror than those specified in the RFR
Offer; and  


(ii)
 if the Offeror has not transferred the Offered Shares within
the 90-day period, then the provisions of this §2.07 shall
again become applicable to the Offered Shares;  


(d) if
the Offeror receives from the Purchaser, within the 30 day notice
period provided in §2.07(b)(iv) above, written notice of
acceptance of the RFR Offer to purchase the Offered Shares, a
binding contract of purchase and sale between the Offeror and the
Purchaser shall be deemed to come into existence on the date of
receipt of such written notice by the Offeror on the terms set out
in this Agreement and the RFR Offer, and the Purchaser will pay the
purchase price (in each case the “Purchase Price”) for the Offered
Shares within 14 days thereafter on the terms contained in the RFR
Offer and the Offeror shall be bound to transfer the Offered Shares
to the Purchaser upon receipt of payment of the Purchase Price;
provided that if the Purchaser accepts the RFR Offer and fails to
pay the Purchase Price for the Offered Shares on or before the 14th
day (in each case the “Final
Closing Date”), then the Purchaser shall thereafter be
indebted to the Offeror for the full amount of the Purchase Price
and the Purchase Price will bear interest at the rate of 18% per
annum, both before and after each of maturity, default and
judgment, from the Final Closing Date until paid in full; and for
greater certainty, any payments made by the Purchaser after the
Final Closing Date will be applied first to accrued and unpaid
interest and, after all accrued interest has been paid, to the
Purchase Price.


2.08
Finder’s Fee Shares



The Purchaser will issue from treasury to Paul LaMarche at the Time
of Closing 1,050,000 Common Shares in satisfaction of the finders
fee due by the Company in respect of the transaction.


2.09
Termination of Shareholders’ Agreement and Release of
Claims


HANTIAN
and the Shareholders agree that, subject to Closing, any HANTIAN
Shareholders’ Agreement’s are hereby terminated
effective at the Time of Closing and, subject to Closing, each of
the Shareholders hereby releases and forever discharges HANTIAN,
its subsidiaries and their respective directors, officers,
employees, representatives and advisors from and against any and
all claims, actions, obligations, and damages whatsoever which the
Shareholder may have against any of them relating to the
Shareholders’ Agreement and any shareholders’ loans
from the Shareholder to HANTIAN up to the Time of Closing. This
release will be operative from and after Closing and shall be
effective without the delivery of any further release or other
documents by the Shareholder.



 

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2.10
Financing


The
parties acknowledge and agree that HANTIAN shall undertake to raise
a minimum financing of $250,000 for the marketing of
Hantian’s product line.


2.11
Additional Share Issuance



The parties acknowledge that Christian Diesveld shall be entitled
to sell ordinary shares in the Company at any time prior to the
Time of Closing and the HANTIAN Shareholders hereby waive any
rights of pre-emption under the Company's articles of association
or otherwise in respect of the transfer of such shares. It shall be
a condition of any such transfer that any transferee shall adhere
to and agree to be bound by the terms of this Agreement as if it
were a current Hantian Shareholder.  Following any such
transfer in compliance with this section Christian Diesveld shall
be released of any obligation under this Agreement in respect of
the sale of any shares transferred. Any restrictions under this
Agreement on the transfer of the Purchased Shares shall be read
subject to the rights granted to Christian Diesveld pursuant to
this section. Notwithstanding section 9.03 of this Agreement
(Confidentiality), Christian Diesveld shall be entitled to disclose
the terms of this Agreement and the transaction provided for under
it to any potential purchaser of his shares in the Company and
their advisers on a confidential basis.


 


ARTICLE
III


CONDITIONS
OF CLOSING


3.01
Conditions of Closing in Favour of the Purchaser


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


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


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


(c)
 the Common Shares, including the Payment Shares, will have
been conditionally approved for listing on the OTC, subject to the
usual requirements of the OTC in respect of transactions of the
nature of the Transaction as contemplated herein;  


(d)
 neither HANTIAN nor any of the Shareholders will have
violated Section 8.01;  


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



 

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


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


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


(i)
 each of the current employees of HANTIAN will enter into a
form of confirmatory assignment and waiver agreement confirming the
assignment of all intellectual property rights to Business-Related
IP to HANTIAN (the “Confirmatory Agreement”) in form
and substance satisfactory to both HANTIAN and the Purchaser prior
to the Closing Date and HANTIAN will have used reasonable
commercial efforts to obtain executed Confirmatory Agreements in
such form with each of its former employees if applicable;
 


(j)
 each of the principals of HANTIAN (being Christian Diesveld)
will enter into a form of non-compete, confidentiality and
indemnity agreement with HANTIAN in form and substance satisfactory
to HANTIAN and the Purchaser prior to the Closing Date;
 


(k)
 the Securities Transfer Agreement will have been executed
prior to Closing in accordance with the terms of the Securities
Transfer Agreement;  


(l)
 on or before the Closing Time, HANTIAN shall have obtained
the consent of each of the New HANTIAN Shareholders, if any,
evidenced by the delivery of the HANTIAN Shareholder Consent
Agreements and HANTIAN shall have executed and delivered to the
Purchaser the HANTIAN Shareholder Consent Agreements;  


(m)
 all consents, assignments, waivers, permits, orders and
approvals of all Governmental Authorities or other persons
necessary to permit the completion of the Transaction will have
been obtained or have been attempted to be obtained on a best
efforts basis;  


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



 

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


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


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


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


3.02
Conditions of Closing in Favour of HANTIAN and the
Shareholders


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


(a)
 the Purchaser will have tendered all closing deliveries set
forth in Section 4.02 including delivery of evidence of the
Shareholders’ Approval;  


(b)
 the Common Shares, including the Payment Shares, will be
listed on the OTC Pinks;  


(c)
 all consents, waivers, permits, orders and approvals of all
Governmental Authorities or other persons, including, if
applicable, all those party to the Material Contracts of HANTIAN
necessary to permit the completion of the Transaction will have
been obtained;  


(d)
 the Purchaser will not have violated Section 8.02;
 


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


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



 

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


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


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


(j)
 each of the principals who will be directors or officers of
Health Advance after Closing (being Jordan Starkman and Christian
Diesveld) will have entered into a form of non-compete,
confidentiality and indemnity agreement satisfactory to HANTIAN and
the Purchaser prior to the Closing Date;  


(k)
 at or before the Closing Time, Christian Diesveld will be
appointed as a director and Officer of the Purchaser, and will be
employed by the Purchaser and HANTIAN on the terms set forth in the
form of a Executive Employment Agreement in each case effective
from and after Closing;  


 (l)  no
Common Shares will have been issued between the date of this
Agreement and the Time of Closing at a price less than $0.20 per
Share without the prior written approval of HANTIAN and the
Shareholders;   


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


The
foregoing conditions precedent are for the joint benefit of HANTIAN
and the Shareholders, and any such condition may be waived by
HANTIAN and the Shareholders by written instrument signed by all of
them, in whole or in part, without prejudice to HANTIAN’s and
each Shareholders’ right to rely on any other condition in
favour of HANTIAN and such Shareholder.


3.03
Notice and Cure Provisions


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







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











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







 

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


ARTICLE
IV 


CLOSING
AND POST CLOSING ARRANGEMENTS


4.01
Time and Place of Closing


Closing
of the Transaction will take place at the Time of Closing at the
offices of Health Advance 3651 Lindell Rd. Las Vegas, NV
89103


4.02
Closing Deliveries of the Purchaser


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


(a)
 share certificates evidencing the Payment Shares registered
in the names of the Shareholders (or as otherwise directed in
writing by the Shareholders), will be delivered directly to the
Escrow Agent;  


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


(c)
 evidence of the Shareholders’ Approval;  


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


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


 (f)  a
certificate of status for the Purchaser; and  


(g)
 favourable legal opinions regarding the corporate existence
and standing of the Purchaser, the corporate power and capacity of
the Purchaser, and the due authorization, execution and delivery of
this Agreement by the Purchaser from counsel to the Purchaser, in
form in form and substance satisfactory to HANTIAN, the
Shareholders and their counsel, each acting reasonably.
 



 

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4.03
Closing Deliveries of HANTIAN


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


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


(b)
 the officer’s certificates referred to in Sections
3.01(d) and 3.01(e);  


(c)
 a certificate of status for HANTIAN;  


(d)
 to the extent not previously delivered, such documents as may
be required by applicable corporate and securities laws necessary
in relation to the appointment of nominees of HANTIAN as officers
or to the board of directors of the Purchaser; and  


(e)
 favourable legal opinions regarding the corporate existence
and standing of HANTIAN, the corporate power and capacity of
HANTIAN, and the due authorization, execution and delivery of this
Agreement by HANTIAN from counsel to HANTIAN, in form and substance
satisfactory to the Purchaser and its counsel, each acting
reasonably.  


4.04
Closing Deliveries of the Shareholders


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


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


 


ARTICLE
V


REPRESENTATIONS
AND WARRANTIES


5.01
Representations and Warranties of the Purchaser


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



 

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(a)

the Purchaser is a
corporation validly existing and in good standing under the laws of
the State of Wyoming;








(b)

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






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


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


(e) the
authorized capital of the Purchaser consists of an unlimited number
of Common Shares and an unlimited number of preferred shares, of
which, as of the date hereof 24,520,000 Common Shares and no
preferred shares are issued and outstanding as fully paid and
non-assessable;


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


(g)
 the are no preferred shares of the Purchaser are issued or
outstanding;  


 (h)  the
Purchaser is in compliance with its timely and continuous
disclosure obligations under the securities laws of the SEC and,
without limiting the generality of the foregoing, there has not
occurred any “material change” (as defined under
applicable securities legislation of the SEC) which has not been
publicly disclosed on a non-confidential basis and the statements
collectively set forth in the Public Record are true, correct and
complete in all material respects and, except as may have been
corrected by subsequent disclosure, all the statements set forth in
the Public Record were true, correct, and complete in all material
respects and did not contain any misrepresentation as of the date
of such statements and the Purchaser has not filed any confidential
material change reports since the date of such statements which
remains confidential as at the date hereof;  


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



 

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


(k)
 the audited financial statements of the Purchaser as at and
for the fiscal years ended July 31, 2015 and 2014, and the
unaudited interim financial statements of the Purchaser as at and
for the period ended April 30, 2015 (the “Purchaser Financial Statements”)
have been prepared in accordance with generally accepted accounting
principles applied on a basis consistent with prior periods. The
Purchaser Financial Statements are true, correct and complete and
present fairly the assets, liabilities (whether accrued, absolute,
contingent or otherwise) and financial condition of the Purchaser
as at the respective dates thereof and results of operations of the
Purchaser for the respective periods then ended. Since April 30,
2015, there has been no material alteration in the manner of
keeping the books, accounts or records of the Purchaser or in its
accounting policies or practices;  


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


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


(n)
 since April 30, 2015, there has been no material adverse
change in the condition (financial or otherwise), assets,
liabilities, operations, earnings or business of the Purchaser;
 


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


(p)
 the Material Contracts of the Purchaser are in full force and
effect, unamended, and there exists no default, warranty claim or
other obligation or liability or event, occurrence, condition or
act (including the purchase and sale of the Purchased Shares
hereunder and the issuance of the Payment Shares, and the other
transactions contemplated hereunder) which, with the giving of
notice, the lapse of time or the happening of any other event or
condition, would become a default, or give rise to a warranty claim
or other obligation or liability thereunder. The Purchaser has not
violated or breached, in any material respect, any of the terms or
conditions of any Material Contract of the Purchaser and all the
covenants to be performed by any other party thereto have been
fully and properly performed;  



 

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


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


(s)
 there is no suit, action or proceeding in progress, pending
or threatened against the Purchaser or affecting its assets,
properties or business, and, to the knowledge of the Purchaser,
there is no basis therefor; and there is no judgment, decree,
injunction, rule or order of any Governmental Authority outstanding
against the Purchaser;  


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


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


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


(w)
 the Purchaser has no actions, suits or claims asserted or
assessed against the Purchaser in respect of taxes, governmental
charges or assessments, nor are any matters under discussion with
any Governmental Authority relating to taxes, governmental charges
or assessments asserted by such Governmental
Authority.


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



 

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


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


(aa)
the Purchaser has not authorized any person to act as broker or
finder or in any other similar capacity in connection with the
transactions contemplated by this Agreement; and


(bb)
the Purchaser is not a party to any written or oral contract of
employment or any consulting agreement other than those written
contracts and agreements of which copies have been provided to
HANTIAN;


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


5.02
Representations and Warranties of the Shareholders


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


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


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


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



 

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(d)
 with respect to Shareholders, the Shareholder is the
registered and beneficial owner of that number of common shares of
HANTIAN set forth opposite the Shareholder’s name in Schedule
“A” (such common share comprising part of the Purchased
Shares), free and clear of all liens, charges, mortgages, security
interests, pledges, demands, claims and other encumbrances of any
nature whatsoever except as set out in the HANTIAN
Shareholders’ Agreement;  


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


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


 (g)
 except as Disclosed by the Shareholder to the Purchaser, no
amounts are owing by HANTIAN to the Shareholder;  


(h)
 the Shareholder has not authorized any person to act as
broker or finder or in any other similar capacity in connection
with the transactions contemplated by this Agreement; and
 


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


5.03
Representations and Warranties of HANTIAN


HANTIAN
represents and warrants to the Purchaser as follows, except as
Disclosed, and acknowledges that the Purchaser is relying on such
representations and warranties in connection with
Transaction:



 

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(a)
 HANTIAN and each HANTIAN Subsidiary is a corporation or an
LLC validly existing and in good standing under the laws of its
jurisdiction of incorporation and is duly registered, licensed or
qualified to carry on business as an extra-provincial or
out-of-state or foreign corporation under the laws of the
jurisdictions in which the nature of its business makes such
registration, licensing or qualification necessary;  


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


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


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


(e)
 the authorized capital of HANTIAN consists of an unlimited
number of common shares without par value, of which, as of the date
of this Agreement, 10,000,000 common shares are issued and
outstanding as fully paid and non-assessable;  


(f)
 other than as set out herein, no common shares of HANTIAN or
securities convertible, exercisable or exchangeable into common
shares of HANTIAN issued or outstanding;  


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


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



 

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(i)
 the consolidated financial statements of HANTIAN that have
been provided by HANTIAN to the Purchaser (the “HANTIAN Financial Statements”)
have been prepared in accordance with generally accepted accounting
principles. The HANTIAN Financial Statements are true, correct and
complete and present fairly the assets, liabilities (whether
accrued, absolute, contingent or otherwise) and financial condition
of HANTIAN and the HANTIAN Subsidiaries as at the respective dates
thereof and results of operations of HANTIAN and the HANTIAN
Subsidiaries for the respective periods then ended. Since the date
of the HANTIAN Financial Statements, there has been no material
alteration in the manner of keeping the books, accounts or records
of HANTIAN and the HANTIAN Subsidiaries or in their accounting
policies or practices;


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


(k)
 except as disclosed in the HANTIAN Financial Statements,
neither HANTIAN or either of the HANTIAN Subsidiaries is a party
to, or bound by, any agreement of guarantee, indemnification,
assumption or endorsement or any like commitment of the
obligations, liabilities (contingent or otherwise) or indebtedness
of any other person;  


(l)
 since the date of the HANTIAN Financial Statements, there has
been no material adverse change in the condition (financial or
otherwise), assets, liabilities, operations, earnings or business
of HANTIAN or the HANTIAN Subsidiaries;  


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


(n)
 the Contracts listed in the Disclosure Letter (the
“HANTIAN Material
Contracts”) constitute all the Material Contracts of
HANTIAN and the HANTIAN Subsidiaries. Each of the HANTIAN Material
Contracts is in full force and effect, unamended, and there exists
no default, warranty claim or other obligation or liability or
event, occurrence, condition or act (including the purchase and
sale of the Purchased Shares and the issuance of the Payment Shares
and the other transactions contemplated hereunder) which, with the
giving of notice, the lapse of time or the happening of any other
event or condition, would become a default, or give rise to a
warranty claim or other obligation or liability thereunder. Neither
HANTIAN or the HANTIAN Subsidiaries has violated or breached, in
any material respect, any of the terms or conditions of any HANTIAN
Material Contract and all the covenants to be performed by any
other party thereto have been fully and properly performed;
 


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


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



 

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(q)
 there is no suit, action or proceeding in progress, pending
or threatened against HANTIAN or the HANTIAN Subsidiaries or
affecting the assets, properties or business of HANTIAN or the
HANTIAN Subsidiaries, and, to the knowledge of HANTIAN, there is no
basis therefor, and there is no judgment, decree, injunction, rule
or order of any Governmental Authority outstanding against HANTIAN
or the HANTIAN Subsidiaries causing, or which could reasonably be
expected to cause, a Material Adverse Effect on HANTIAN or the
HANTIAN Subsidiaries;  


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


(s)
 no person has any written or oral agreement, option,
understanding or commitment, or any right or privilege capable of
becoming an agreement, option, understanding or commitment for the
purchase from HANTIAN or the HANTIAN Subsidiaries of any of their
respective assets or property;  


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


(u)
There are no actions, suits or claims asserted or assessed against
HANTIAN or the HANTIAN Subsidiaries in respect of taxes,
governmental charges or assessments, nor are any matters under
discussion with any Governmental Authority relating to taxes,
governmental charges or assessments asserted by such Governmental
Authority.


(v)
 neither HANTIAN or any HANTIAN Subsidiary has been notified
by any Governmental Authority of any investigation with respect to
it that is pending or threatened, nor has any Governmental
Authority notified HANTIAN or any HANTIAN Subsidiary of such
Governmental Authority’s intention to commence or to conduct
any investigation that could be reasonably likely to have a
Material Adverse Effect on HANTIAN or the HANTIAN Subsidiaries;
 



 

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(w)
 HANTIAN and each of the HANTIAN Subsidiaries:







(i)  and its
business, operations, and properties are in material compliance
with all Environmental Laws and all terms and conditions of any
Environmental Permits;  











(ii)  has not
received any order, request or notice from any person alleging a
material violation of any Environmental Law;  











(iii)  (A) is
not a party or subject to any litigation or administrative
proceeding, nor is any litigation or administrative proceeding
threatened against it or its property or assets, which in either
case (1) asserts or alleges that it violated any Environmental
Laws, (2) asserts or alleges that it is required to clean up,
remove, or take remedial or other response action due to the
Release of, any Hazardous Substances, or (3) asserts or alleges
that it is required to pay all or a portion of the cost of any
past, present or future cleanup, removal, or remedial or other
response action which arises out of or is related to the Release
of, any Hazardous Substances; (B) has no knowledge of any
conditions existing currently which could reasonably be expected to
subject it to damages, penalties, injunctive relief or cleanup
costs under any Environmental Laws, or which require or are likely
to require cleanup, removal, remedial action or other response by
it pursuant to applicable Environmental Laws; and (C) is not
subject to any judgment, decree, order or citation related to or
arising out of applicable Environmental Law and has not been named
or listed as a potentially responsible party by any Governmental
Authority in a matter arising under any Environmental Laws; and
 






(iv)
 is not involved in operations and has no knowledge of any
facts, circumstances or conditions, including any Release of
Hazardous Substances, that would reasonably be expected to result
in any Environmental Liabilities;  


(x)
 HANTIAN and the HANTIAN Subsidiaries have no employees other
than as Disclosed and neither HANTIAN or the HANTIAN Subsidiaries
is a party to any employment, management or consulting agreement of
any kind whatsoever, save as Disclosed;  


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



 

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


(aa)
HANTIAN has not authorized any person to act as broker or finder or
in any other similar capacity in connection with the transactions
contemplated by this Agreement;


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


(cc)
the Disclosure Letter sets forth a complete list of all
Business-Related IP, including:


(i)
Owned IP that is either Registered IP or is material to either
HANTIAN or its business, separately listed as follows:


(A)
Registered IP, in each case with a description of the registration
number, registration date, jurisdiction of registration, expiry
date, and current status, and


(B)
Owned IP other than Registered IP that is material to HANTIAN or
its business, in each case with a description of the Owned IP and
how it is used in the business of HANTIAN, and


(ii)
In-Licensed IP, if any, including a description thereof and how it
is used in the business of HANTIAN as well as a description of all
material licence agreements or arrangements relating to
HANTIAN’s use thereof (the “License Agreements”) including any
ongoing royalties or fees arising from those License
Agreements;


(dd)
HANTIAN:


(i)
 owns all of the right, title and interest in and to all of
the Owned IP,  


(ii)
 is licensed to use In-Licensed IP, if any, without payment of
any royalty or fee not set out in the Disclosure Letter,
and


(iii)
except as set out in the Disclosure Letter, has not transferred,
assigned, encumbered or granted any right, title or interest in the
Business-Related IP or its interests therein in any
way;


(ee)
except as set out in the Disclosure Letter, HANTIAN has secured
from all persons (including all current and former employees,
directors, officers, shareholders, consultants and advisors) who
have in any way contributed to the creation, development or
modification of any of the Owned IP (i) a legally-binding
assignment of all IP rights (other than moral rights) that HANTIAN
does not already own by operation of law (copies of which have been
made available to the Purchaser) and (ii) a waiver of inalienable
moral rights or droits
d’autuer (such as the right to pseudonymity,
attribution, and integrity);



 

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(ff)
there is no IP that is material to the operation of the business of
HANTIAN or the HANTIAN Subsidiaries other than the Business-Related
IP listed in the Disclosure Letter;


(gg)
HANTIAN has not received notice from any person of any claim or any
intention to commence any legal proceeding with respect to
infringement, adverse ownership, invalidity, lack of
distinctiveness, misappropriation or misuse regarding any of the
Business-Related IP or challenging any of the Business-Related IP
or the right of HANTIAN to use the Business-Related
IP;


(hh)
none of the operation, conduct and maintenance of the business of
HANTIAN (including without limitation, the development, research,
maintenance or provision of any Owned IP) as it is currently and,
to the knowledge of HANTIAN, has historically been operated,
conducted and maintained, nor the use by HANTIAN of the Owned IP
(A) misappropriates any IP rights of any third party, whether
registered or unregistered, or (B) violates any obligation of
confidentiality to any other person;


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


(jj) to
the knowledge of HANTIAN, none of the operation, conduct and
maintenance of the business of HANTIAN (including without
limitation, the development, research, maintenance or provision of
any Owned IP) as it is currently and has historically been
operated, conducted and maintained, nor the use by HANTIAN of the
Business-Related IP infringes, misuses or violates any IP rights of
any third party, whether registered or unregistered;


(kk)
all Registered IP is valid, subsisting, in full force and effect
(except with respect to applications), and has not expired or been
cancelled or abandoned, and, in connection therewith, all necessary
registration, maintenance and renewal fees have been paid, and all
necessary documents and certificates in connection with such
Registered IP have been filed with the relevant patent, copyright,
trademark or other equivalent authorities in the applicable
jurisdictions, as the case may be, for the purposes of perfecting,
prosecuting and maintaining such Registered IP;


(ll)
the Registered IP has not been used or enforced, or to the
knowledge of HANTIAN failed to be used or enforced, in a manner
that would result in the abandonment, forfeiture, cancellation or
loss of enforcement rights, or dedication to the public domain of
such Registered IP that could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on
HANTIAN;


(mm)
there are no restrictions on the ability of HANTIAN to transfer all
rights in the Owned IP or (subject to any License Agreements
disclosed in the Disclosure Letter) the In-Licensed IP (if any),
and, to the knowledge of
HANTIAN, the consummation of
the transactions contemplated by this Agreement will not impair,
compromise, restrict or adversely affect the Business-Related IP or
HANTIAN’s ability to use it in the business of HANTIAN in
accordance with the past practices of HANTIAN;


(nn)
HANTIAN is not aware of any state of facts which casts doubt on the
validity or enforceability of any of the Business-Related
IP;


(oo)
HANTIAN has made available to the Purchaser a true and complete
copy of all contracts, agreements and amendments thereto which
comprise or relate to the Business-Related IP;



 

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(pp)
all License Agreements are in good standing and in full force and
effect, and no event, condition or occurrence exists that, after
notice or lapse of time or both, would constitute a default by
HANTIAN to the knowledge of HANTIAN (or, to the knowledge of
HANTIAN, a default by any other party) under or breach of any of
the License Agreements for any In- Licensed IP;


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


(rr)
there are no copyrights or trade secrets of any Person that form
part of, or are necessary to market, distribute, use, license or
convey, Owned IP or that would constitute joint ownership by or
with any other person;


(ss)
HANTIAN has not received notice that there are any IP rights of any
other person that form part of the Owned IP or that would
constitute joint ownership by or with any other person or that
would constitute rights to market, distribute, licence or convey
the Owned IP, and no funding or facilities of any governmental
authority or educational institution, nor any personnel of such
entities or institutions in their capacity as personnel of such
entities or institutions, were used, directly or indirectly, to
develop or create, in whole or in part, any of the Owned
IP;


(tt)
except as disclosed in the Disclosure Letter, there are no
royalties, honoraria, fees or other payments payable by HANTIAN or
the HANTIAN Subsidiaries to any person by reason of the ownership,
marketing, distribution, use, licence, conveyance, sale or
disposition of any products, services or Owned IP of
HANTIAN;


(uu)
all Customer Data has been collected, used, disclosed and destroyed
by HANTIAN and the HANTIAN Subsidiaries in accordance with the
privacy policy or service agreement under which the Customer Data
was collected, if applicable, as well as all applicable laws
relating to such collection, use, disclosure or destruction, and
the Disclosure Letter sets out a copy of HANTIAN’s current
privacy policy; and


(vv)
except as set out in the Disclosure Letter, all technical
information of a confidential or proprietary nature developed by
and belonging to HANTIAN or the HANTIAN Subsidiaries (except to the
extent required to register it as disclosed as part of Registered
IP under Section 5.03(ee)) has been kept confidential.


5.04
Survival of Representations and Warranties


The
representations and warranties made by the parties and contained in
this Agreement or any document or certificate given pursuant hereto
will survive the Closing of the Transaction until the date that is
12 months from the date of Closing. No claim for breach of any
representation, warranty or covenant will be valid unless that
party against whom such claim is made has been given notice thereof
before the expiry of such 12-month period.


ARTICLE
VI


COVENANTS


6.01
Mutual Covenants


Each of
the parties hereby covenants and agrees as follows:



 

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


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


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


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


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


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


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



 

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6.02
Covenants of the Purchaser


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


(a) in
a timely and expeditious manner:


(i)
 prepare, in consultation with HANTIAN, the Disclosure
Document in prescribed form and in form and content acceptable to
HANTIAN, acting reasonably, and file the Disclosure Document with
the applicable securities commissions;  


(ii)
 use commercially reasonable efforts to obtain the
Shareholders’ Approval;  


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


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


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


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


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


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


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


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


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



 

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(iii)
 issue or enter into any commitment to issue any of its shares
or securities convertible into, or rights, warrants or options to
acquire, any such shares, except upon the exercise or conversion of
convertible securities of the Purchaser outstanding as of the date
hereof or as otherwise contemplated by this Agreement;  


(g)
 take all necessary corporate action and proceedings to
approve and authorize the issuance of the Payment Shares to the
Shareholders;  


(h)
 use its commercially reasonable efforts to maintain its
status as a “reporting issuer” (as defined under
applicable securities legislation), not in default of the
securities laws of the SEC; and  


(i)
 not to authorize, sell or issue, or negotiate or enter into
an agreement to sell or issue, any securities of the Purchaser
(including those that are convertible or exchangeable into
securities of the Purchaser), as of the date hereof, or as
otherwise contemplated under this Agreement.


6.03
Covenants of HANTIAN


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


(a)
 in a timely and expeditious manner, assist the Purchaser in
the preparation of the Disclosure Document with respect to the
Transaction, including providing such information in relation to
the business, affairs, assets and properties of HANTIAN and the
HANTIAN Subsidiaries and such financial statements of HANTIAN and
the HANTIAN Subsidiaries as may be necessary to comply with
applicable laws;  


(b)
 ensure that the Disclosure Document does not contain a
misrepresentation as it relates to HANTIAN or the HANTIAN
Subsidiaries , including in respect of their assets, liabilities,
operations, business and properties;  


(c)
 deliver such documents as may be required by applicable
corporate and securities laws; 


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



 

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


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


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


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


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


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



 

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


(iii)
 other than in connection with the issuance of the Debt
Conversion Shares, issue or enter into any commitment to issue any
of its shares or securities convertible into, or rights, warrants
or options to acquire any such shares; and  


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


6.04
Covenants of the Shareholders


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


(a) in
a timely and expeditious manner, provide such information with
respect to the Shareholder as the Purchaser may reasonably require
in connection with the preparation of the Disclosure Document with
respect to the Transaction;


 (b)
 enter into such escrow arrangements in respect of the Payment
Shares as may be required;  


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


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


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






 






 

ARTICLE
VII


TERMINATION  







7.01
Termination


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


(a)
 by mutual written consent of HANTIAN and the Purchaser;
 


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


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


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


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


7.02
Effect of Termination


Upon
termination of this Agreement in accordance with the terms hereof,
the parties hereto will have no further obligations under this
Agreement, other than the obligations contained in Sections 9.03
and 9.08.


ARTICLE
VIII


EXCLUSIVITY
AND ACCESS


8.01
Obligations of HANTIAN and Shareholders


Prior
to the Termination Date, or the earlier termination of this
Agreement, HANTIAN and the Shareholders will not, directly or
indirectly, negotiate or deal with any party other than the
Purchaser relating to an Alternative Transaction involving HANTIAN,
the HANTIAN Subsidiaries or the sale by the Shareholders of any of
their Purchased Shares, or solicit enquiries or provide information
with respect to same.



 

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8.02
Obligations of Purchaser


Prior
to the Termination Date, or the earlier termination of this
Agreement, the Purchaser will not, directly or indirectly,
negotiate or deal with any party other than HANTIAN relating to an
Alternative Transaction involving the Purchaser or the acquisition
by the Purchaser of all or any part of the outstanding shares or
assets or property of any other person, or solicit enquiries or
provide information with respect to same.


ARTICLE
IX


GENERAL


9.01
Power of Attorney


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


9.02
Notices


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




(a)

if to the
Purchaser:








(b)

if to HANTIAN or
the Shareholders:






or such
other address as may be designated by notice given by either
HANTIAN or the Purchaser to the other in accordance with this
Section 9.02. Each notice will be personally delivered to the
addressee or sent by e-mail to the addressee and a notice which is
personally delivered or sent by email will, if delivered or sent
prior to 4:00 p.m. (local time of the recipient) on a Business Day,
be deemed to be given and received on that day and, in any other
case, be deemed to be given and received on the next Business
Day.



 

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Any
notice delivered to HANTIAN in accordance with this Section 9.02
prior to the Time of Closing will be deemed to have been delivered
to each of the Shareholders. The previous sentence of this Section
9.02 will not apply to a notice given as contemplated in Section
3.03 of the occurrence, or failure to occur, of any event or state
of facts which would or would likely to cause any of the
representations or warranties of any Shareholder to be untrue or
inaccurate or result in the failure by any Shareholder to comply
with or satisfy any covenant, condition or agreement, which notice
will not be deemed to have been received by such Shareholder unless
delivered to the address of such Shareholder as reflected in the
books of HANTIAN (or after the Time of Closing, the books of the
Purchaser). Any Shareholder may, from time to time, by notice given
in accordance with this Section 9.02, designate or provide an
address of such Shareholder for notices to be given after the Time
of Closing.


9.03
Confidentiality


Each
party to this Agreement (the “Recipient”) receiving confidential
information, trade secrets or confidential financial or business
documents (collectively, “Confidential Information”) from
any other party to this Agreement (the “Discloser”) will keep confidential
any Confidential Information received by it concerning the
Discloser or its business and will not disclose such Confidential
Information to any third party; provided that any of such
Confidential Information may be disclosed to the Recipient’s
directors, officers, employees, representatives and professional
advisors who need to know such Confidential Information in
connection with the Transaction contemplated hereby (provided the
Recipient will use all reasonable efforts to ensure that such
directors, officers, employees, representatives and professional
advisors keep confidential such Confidential Information) and
provided further that the Recipient will not be liable for
disclosure of Confidential Information upon occurrence of one or
more of the following events:


(a)
 Confidential Information becoming generally known to the
public other than through a breach of this Agreement;  


(b)
 Confidential Information being lawfully obtained by the
Recipient from a third party or parties without breach of this
Agreement by the Recipient, as shown by documentation sufficient to
establish the third party as a source of Confidential Information;
 


(c)
 Confidential Information being known to the Recipient prior
to disclosure by the Discloser, as shown by documentation
sufficient to establish such knowledge; or  


(d)
 the Discloser having provided their prior written approval
for such disclosure by the Recipient.  


In the
event this Agreement is terminated in accordance with the
provisions hereof, the Recipient will:


(e)
 use all reasonable efforts to ensure that all documents
prepared or obtained in the course of its investigations of the
Discloser or its business and all copies thereof (except for copies
that are maintained for archival purposes) are either destroyed or
returned to the Discloser so as to insure that, so far as possible,
any Confidential Information obtained during and as a result of
such investigations by the directors, officers, employees,
representatives and professional advisors of the Discloser is not
disseminated beyond those individuals concerned with such
investigations; and  



 

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(f)
 not directly or indirectly, use for its own purposes, any
Confidential Information, discovered or acquired by the directors,
officers, employees representatives and professional advisors of
the Recipient as a result of the Discloser making available to them
those documents and assets relating to the business of the
Discloser.


9.04
Assignment


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


9.05
Binding Effect


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


9.06
Waiver


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


9.07
Governing Law


This
Agreement will be governed by and construed and interpreted in
accordance with the laws of the State of Wyoming and is to be
treated in all respects as a Wyoming contract.


9.08
Expenses


Each
party will be responsible for their own costs and expenses and bear
all costs and expenses directly relating to the Transaction,
including legal expenses.


9.09
 No Personal Liability


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


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


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


9.11  Public Announcements
 HANTIAN
and the Purchaser will co-operate with the other in releasing
information concerning this  



 

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


9.12
Further Assurances


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


9.13
Entire Agreement


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


9.14
Amendments


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


9.15
Counterparts


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


9.16
Independent Legal Advice


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



[Signature page follows.]



 

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HEALTH
ADVANCE INC.


Name:
JORDAN STARKMAN


Title:
CEO, CFO and Director


 


_______________________________


 


 


HANTIAN
LABS LIMITED.


Name:
CHRISTIAN DIESVELD


Title:
President


 


________________________________


 


 


 




 

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