SHARE
PURCHASE AGREEMENT


 


THIS
SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of November 15, 2015, between TPR Investments Pty
Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the “Seller”), Timothy Polmear and Rebecca
Polmear (collectively, the “Principal Owners”), NomadChoice Pty Limited ACN 160 729 939 trading as Flat
Tummy Tea, an Australian proprietary limited company (the “Company”), and Synergy CHC Corp., a Nevada
corporation (the “Buyer”). Buyer and Seller are sometimes referred to collectively as the “Parties”
and individually as a “Party”.


 


BACKGROUND


 


Seller
and the Principal Owners, either directly or indirectly, collectively own, all of the issued fully paid ordinary shares of the
Company (the “Company Shares”).


 


The
Company is engaged in the business of developing, manufacturing, and selling herbal detox tea (the “Products”)
(the Products and the business related to the Products is collectively the “Business”). For the avoidance
of doubt, the “Business” shall be limited to the business known as “Flat Tummy Tea” and operated by the
Company.


 


Buyer
desires to purchase all of the Company Shares (the “Share Purchase”), and Seller and the Principal Owners
desire to sell such Company Shares to Buyer, in each case upon the terms and subject to the conditions set forth in this Agreement.


 


In
consideration of the foregoing and the respective covenants and agreements hereinafter contained, the Parties hereto hereby agree
as follows:


 


		1.	Definitions.



 


As
used in this Agreement (including the recitals and Disclosure Schedules hereto), the following selected terms shall have the following
meanings (such meanings to be applicable equally to both singular and plural forms of the terms defined):


 


“Action”
means any claim, action, cause of action, demand, lawsuit, arbitration, audit, notice of violation, proceeding, litigation, citation,
summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether formal or
informal, whether public or private and whether at law or in equity;


 


“Adjusted
EBITDA” shall mean, with respect to any applicable period, the net income before interest, taxes, depreciation and
amortization less any capital expenditures of the Company for such period, all as calculated on a consistent basis with the accounting
standards and general accounting principles applied in the financial statements attached as Schedule 4(h);


 


“Affiliate”
shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled
by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled
by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or
cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests,
by Contract or otherwise) of such Person;


 




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“Calculation
Period” means the period beginning on November 1, 2015 and ending on June 30, 2016;


 


“Calculation
Period EBITDA” means the Company’s Adjusted EBITDA during the Calculation Period;


 


“Clients”
means all of the clients of the Company during each of the Company’s 2012, 2013, and 2014 fiscal years and during the period
ended as of October 31, 2015;


 


“Closing”
shall mean the consummation of the transactions contemplated by this Agreement which shall occur on the Closing Date;


 


“Closing
Date” means 12 November 2015;


 


“Code”
means the Internal Revenue Code of 1986, as amended;


 


“Commercially
Reasonable Efforts” means the commercially reasonable efforts that a prudent Person desirous of achieving
a result and having an incentive to and interest in achieving such result would use to achieve that result as expeditiously as
reasonably possible under the circumstances;


 


“Contract”
means any agreement, contract, indenture, instrument, obligation, promise or undertaking (whether written or oral and whether
express or implied) that is legally binding;


 


“Disclosure
Schedules” means the disclosure letter delivered by Seller concurrently with the execution and delivery of this
Agreement;


 


“Earn-Out Multiple”
means two (2);


 


“Employee”
means an employee of the Company employed in connection with the Business;


 


“Employee
Benefit Plan” means any pension, profit sharing, retirement, deferred compensation, share purchase, share option
or other equity based compensation plans, incentive, bonus, vacation, employment, independent contractor, severance, disability,
hospitalization, sickness, death, medical insurance, dental insurance, life insurance and any other employee benefit plan (whether
provided on a funded or unfunded basis, or through insurance or otherwise), agreement, program, policy, trust, fund, Contract
or arrangement;


 




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“Environmental
Laws” means all Laws concerning pollution or protection of the environment and natural resources, including without
limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, control
or cleanup of any hazardous materials, substances or wastes, pesticides, pollutants or byproducts, asbestos, polychlorinated biphenyls,
or radiation, each as amended and as now or hereafter in effect;


 


“Files
and Records” shall mean all files and records, whether in hard copy or digital, electronic, data, magnetic or other
format, of the Company relating to or used in connection with the Business;


 


“Event
of Insolvency” means, in relation to a corporation:


 


	 	(a)
    	receiver,
    manager, receiver and manager, trustee, administrator or similar officer is appointed in respect of a person or any material
    asset of a corporation;
	 	 	 	 
	 	(b)
    	a
    liquidator or provisional or interim liquidator is appointed in respect of a corporation;
	 	 	 	 
	 	(c)
    	any
    application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is
    made, or a meeting is convened, or a resolution is passed, for the purpose of:
	 	 	 	 
	 	 	(i)
    	appointing
    a person referred to in paragraphs (a) or (b);
	 	 	 	 
	 	 	(ii)
    	winding
    up the relevant corporation; or
	 	 	 	 
	 	 	(iii)
    	proposing
    or implementing a compromise with creditors (including a scheme of arrangement, other than to carry out a reconstruction or
    amalgamation while solvent);
	 	 	 	 
	 	(d)
    	a
    final order, judgment or award is made against the corporation which it fails to satisfy within 7 days of being required to
    do so; or
	 	 	 	 
	 	(e)
    	the
    corporation becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable Law to be, insolvent
    or unable to pay its debts;


 


“Fundamental
Representations” shall mean the representations and warranties set forth in Sections 4(a), 4(b), 4(c), 4(d),
4(e), 4(f), 4(j), 4(l), and 4(o);


 


“Government”
shall mean any agency, division, subdivision, audit group or procuring office of the Government of Australia or the United States,
any state of Australia or the United States, including the employees or agents thereof;


 


“GST
Act” means as A New Tax System (Goods and Services Tax) Act 1999 (Cth);


 






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“Guarantee”
means any Contract of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities
(fixed, contingent or otherwise) or indebtedness of another Person;


 


“Intellectual
Property” means all intellectual property rights whether protected, created or arising under the Laws of the United
States, Australia, or any other jurisdiction, including the following: (i) patents and patent applications; (ii) trademarks and
service marks, including all applications and registrations and goodwill related to the foregoing; (iii) copyrights, including
all applications and registrations related to the foregoing (including, without limitation, for all designs); (iv) Internet domain
names; (v) telephone numbers, electronic mail addresses and social media accounts and registrations, including but not limited
to accounts and registrations with Facebook, LinkedIn, Twitter, and other similar services; and (vi) trade secrets, know-how,
ideas, creative works, inventions, discoveries, methods, processes, technical data, specifications, research and development information,
technology, software or computer programs, and data base;


 


“Knowledge
of the Seller” or “Seller’s Knowledge” or a similar phrase shall mean, with respect
to any matter, the actual knowledge of the Seller, or the Principal Owners as at the date of this agreement;


 


“Laws”
means all statutes, laws, codes, ordinances, regulations, rules, orders, judgments, writs, injunctions, acts or decrees of any
Government entity;


 


“Liability”
means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including
without limitation any liability for Taxes;


 


“Lien”
shall mean any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement, and
including claims on title and liens in favor of contractors, carriers, warehousemen, mechanics, materialmen, and subcontractors
and statutory or common law liens to secure claims for labor, materials or supplies, and other similar liens and encumbrances;


 


“Material
Adverse Effect” when used in connection with an entity, means any change, event, circumstance, condition or effect
that is or is reasonably likely to be, individually or in the aggregate, materially adverse to: (i) the condition (financial or
otherwise), capitalization, properties, prospects, products, assets (including intangible assets), Intellectual Property, liabilities,
business, operations or results of operations of such entity and its subsidiaries, taken as a whole, or (ii) such entity’s
ability to consummate the Share Purchase or to perform its obligations under this Agreement;


 


“Material
Adverse Event” means any untoward or negative occurrence (including, without limitation, physical injury) related
to the Business or the use of the Products and which has a Material Adverse Effect;


 


“Person”
shall mean and include any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock
company, trust, and any other unincorporated organization or Government;


 




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“Taxes”
shall mean (i) all federal, state, local or foreign taxes, including, but not limited to, income, gross income, gross receipts,
capital, production, excise, employment, sales, use, transfer, transfer gain, ad valorem, premium, profits, license, capital stock,
franchise, severance, stamp, withholding, employment, unemployment, disability, worker’s compensation, payroll, utility,
windfall profit, custom duties, personal property, real property, environmental, registration, alternative or add-on minimum,
estimated and other taxes, governmental fees or like charges of any kind whatsoever, and (ii) any interest, penalties, fines,
loss, damages, liability, expense or additions thereto whether disputed or not; and (iii) any transference liability in respect
of any items described in clauses (i) or (ii) payable by reason of contract assumption, transference liability, operation of law,
or otherwise;


 


“Tax
Return” means any return, declaration, report, claim for refund, information return or statement relating to any
taxes, including any schedule or attachment thereto and including any amendment therof;


 


“Transaction
Documents” shall mean this Agreement, the Share certificates, and the other exhibits and schedules hereto and thereto,
and all other agreements, instruments, certificates and other documents to be entered into or delivered by any Party in connection
with the transactions contemplated to be consummated pursuant to any of the foregoing;


 


The
parties agree that for the purposes of calculating the Australian to US dollar conversion, the exchange rate will be $1.00:US$0.70.


 


		2.	Share
                                         Purchase



 


		(a)	Purchase
                                         and Sale of the Company Shares. Upon the terms and subject to the conditions herein
                                         set forth, Seller agrees to sell, convey, transfer, assign and deliver to Buyer and Buyer
                                         agrees to purchase and accept from Seller, on the Closing Date, the Company Shares as
                                         set forth on Schedule 2(a), being all of the fully paid ordinary shares in the
                                         capital of the Company.



 


		(b)	Surrender
                                         of the Company’s Share Certificates; Further Cooperation. At the Closing, Seller
                                         will deliver to Buyer its certificates representing all of Company Shares owned by Seller.
                                         From time to time after the Closing Date, without further consideration, Seller will
                                         execute and deliver such other instruments of conveyance and transfer and take such other
                                         action as Buyer reasonably may request to effectuate the transaction contemplated by
                                         this Agreement. Seller will furnish Buyer with such information and documents in Seller’s
                                         possession or under Seller’s control or that Seller can execute or cause to be
                                         executed as will enable Buyer to prosecute any and all pending claims, applications and
                                         the like which that be assigned hereunder.



 




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		3.	Consideration



 


		(a)	Initial
                                         Consideration. Upon the terms and subject to the conditions set forth in this Agreement,
                                         in reliance on the representations, warranties, covenants and agreements of Seller contained
                                         herein, the consideration payable to Seller for the Share Purchase shall be an amount
                                         of (i) Three Million Four Hundred Fifty Thousand Australian dollars ($3,450,000 AUD),
                                         which will be paid by Buyer at Closing (the “Cash Consideration”);
                                         plus (ii) Three Million Five Hundred Seventy One Thousand Four Hundred and Twenty-Eight
                                         (3,571,428) shares of the Common Stock of Buyer (the “Equity Consideration”)
                                         (collectively, the “Purchase Price”).



 


		(b)	Earn-out
                                         Payment. As additional consideration for the Company Shares, at such times as provided
                                         in this Section 3(b) if the Calculation Period EBITDA is $5,000,000 AUD or more,
                                         Buyer shall pay to Seller an amount, if any (the “Earn-out Payment”),
                                         equal to (i)(A) the Calculation Period EBITDA; multiplied by (B) the Earn-out
                                         Multiple; minus (ii) the total of $6,500,000 AUD plus the Top Up EBITDA. In the
                                         event that the number produced by the formula above is negative, no payment shall be
                                         made. In no event shall Buyer be obligated to pay Seller more than Three Million Five
                                         Hundred Thousand Dollars ($3,500,000 AUD) in the aggregate for Earn-out Payment. The
                                         parties agree to release the Earn-out Payment from the Escrow Account and pay this amount
                                         to Seller pursuant to the terms and conditions of this Agreement and the Escrow Agreement.



 


		(c)	If
                                         the Calculation Period EBITDA is initially less than $5,000,000 AUD (“Initial
                                         Period EBITDA”), the parties agree that an amount equal to (A) $5,000,000
                                         AUD, less (B) the Initial Period EBIDTA (“Top Up EBITDA”)
                                         will count towards the Calculation Period EBITDA for the purposes of the Earn-out
                                         Payment calculation in Section 3(b); provided, however, in no event will the Top
                                         Up EBITDA exceed $2,357,912 AUD.



 


		(d)	Procedures
                                         Applicable to Determination of the Earn-out Payment.



 


		 	(i)	On
                                         or before July 15, 2016 Buyer will prepare and deliver to Seller a written statement
                                         (an “Earn-out Calculation Statement”) setting forth in reasonable
                                         detail its determination of the Calculation Period EBITDA as of June 30, 2016 and its
                                         calculation of any resulting Earn-out Payment (an “Earn-out Calculation”).



 


		 	(ii)	Seller
                                         will have twenty (20) days after receipt of the Earn-out Calculation Statement (the “Review
                                         Period”) to review the Earn-out Calculation Statement. During the Review
                                         Period, Seller will have the right to inspect the Company’s books and records for
                                         the purposes reasonably related to the determinations of Adjusted EBITDA and the resulting
                                         Earn-out Payment. Prior to the expiration of the Review Period, Seller may object to
                                         the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering
                                         a written notice of objection (an “Earn-out Calculation Objection Notice”)
                                         to Buyer. Any Earn-out Calculation Objection Notice must specify the items in the applicable
                                         Earn-Out Calculation disputed by Seller and must describe in reasonable detail the basis
                                         for such objection, as well as the amount in dispute. If Seller fails to deliver an Earn-out
                                         Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then
                                         the Earn-out Calculation set forth in the Earn-out Calculation Statement will be final
                                         and binding on the Parties and:



 




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		1.	the
                                         Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period
                                         agreed by the parties) of the expiration of the Review Period; and



 


		2.	the
                                         Buyer and the Seller agree and undertake to immediately provide executed written instruct
                                         ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent
                                         to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller.



 


		 	(iii)	If
                                         Seller timely delivers an Earn-out Calculation Objection Notice, Buyer and Seller will
                                         negotiate in good faith to resolve the disputed items and agree upon the resulting amount
                                         of Adjusted EBITDA and the resulting Earn-out Payment. If Buyer and Seller are unable
                                         to reach an agreement within seven (7) days after such Earn-out Calculation Objection
                                         Notice has been given, all unresolved disputed items must be promptly referred to an
                                         impartial internationally recognized firm of independent certified public accountants,
                                         other than Seller’s and Buyer’s accountants (the “Independent
                                         Accountant”). The Independent Accountant must be directed to render a written
                                         report on the unresolved disputed items as promptly as practicable, but in no event greater
                                         than seven (7) days after such submission to the Independent Accountant, and to resolve
                                         only those unresolved disputed items set forth in the Earn-out Calculation Objection
                                         Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer
                                         and Seller must each furnish to the Independent Accountant such work papers, schedules
                                         and other documents and information relating to the unresolved disputed items as the
                                         Independent Accountant may reasonably request. The Independent Accountant must resolve
                                         the disputed items based solely on the applicable definitions and other terms in this
                                         Agreement and the presentations by Buyer and Seller, and not by independent review. The
                                         resolution of the dispute and the calculation of Adjusted EBITDA that is the subject
                                         of the applicable Earn-out Calculation Objection Notice by the Independent Accountant
                                         will be final and binding on the Parties and:



 


		1.	the
                                         Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed
                                         by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA
                                         by the Independent Accountant; and



 


		2.	the
                                         Buyer and the Seller agree and undertake to immediately provide executed written instruct
                                         ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent
                                         to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller.



 


		 	(iv)	The
                                         fees and expenses of the Independent Accountant will be borne equally by Seller and Buyer.



 




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		(e)	Post-closing
                                         Operation of the Company. The Buyer acknowledges that given the method in which the
                                         Earn-out Payment is calculated, it is critical that the Buyer preserves the essence and
                                         character of the Business during the Calculation Period.



 


		(f)	Subject
                                         to the terms of this Agreement, subsequent to the Closing, Buyer will have sole discretion
                                         with regard to all matters relating to the operation of the Company; provided,
                                         that, during the Calculation Period (i) Buyer shall not change the name of the Company’s
                                         product “Flat Tummy Tea”; (ii) Buyer shall operate the Business in the ordinary
                                         course of business in the same or similar manner and style using methods, practices,
                                         approaches and policies as have been used (or similar to those that have been used) by
                                         the Seller and the Principal Owners in the period prior to Closing; (iii) Buyer shall
                                         notify Seller as soon as reasonably practicable of any Material Adverse Effect on the
                                         Company or the Business; (iv) Buyer shall not make any capital expenditure payments that
                                         are unnecessary or larger than necessary in the context of the needs of the Business;
                                         (v) the Buyer shall use all reasonable endeavours to manage and conduct the Business
                                         as a going concern with all due care and in accordance with normal and prudent practice
                                         (having regard to the nature of the Business and good commercial practice and so as to
                                         comply with all applicable Laws), in order to preserve the value of the Company; and
                                         (vi) Buyer shall protect and maintain the Business and the assets of the Company, in
                                         order to properly preserve and grow their value. Buyer shall not, directly or indirectly,
                                         take any actions in bad faith that would have the purpose of avoiding or reducing any
                                         of the Earn-out Payments hereunder.



 


		(g)	Right
                                         to Set-off. Buyer will have the right to withhold and set off against any amount
                                         otherwise due to be paid pursuant to this Section 3 the amount of Buyer’s
                                         Losses to which any of the Buyer Indemnitees are finally determined to be entitled to
                                         under Section 12.



 


		(h)	Security.
                                         The Parties understand and agree that (i) the contingent rights to receive any Earn-out
                                         Payment shall not be represented by any form of certificate or other instrument, are
                                         not transferable, except by operation of Laws relating to descent and distribution, divorce
                                         and community property, and do not constitute an equity or ownership interest in Buyer
                                         or the Company, (ii) Seller shall not have any rights as a security holder of Buyer or
                                         the Company as a result of Seller’s contingent right to receive any Earn-out Payment
                                         hereunder, and (iii) no interest is payable with respect to any Earn-out Payment. However,
                                         the Buyer agrees that the amount deposited into the Escrow Account pursuant to clause
                                         3(i) must not be secured by or form part of any secured property in any security document
                                         or arrangement granted by either the Buyer or the Company. The Buyer also agrees that
                                         any security granted by the Company or the Buyer, and the enforcement of any such security,
                                         shall be subject to the Buyer’s obligations to pay the Earn-out Payment and to
                                         deposit the amounts in accordance with clause 3(i).



 




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		(i)	Earn-Out
                                         Account. During the Calculation Period the Buyer shall, in each month that the Company’s
                                         Adjusted EBITDA exceeds four hundred thousand Australian dollars ($400,000 AUD), deposit
                                         seventy percent (70%) of such month’s Adjusted EBITDA into an Australian dollar
                                         denominated escrow account (the “Escrow Account”) established
                                         pursuant to the terms and conditions of a customary escrow agreement (the “Escrow
                                         Agreement”) with Wyrick Robbins Yates & Ponton LLP (the “Escrow
                                         Agent”) and where the Escrow Agent, Seller and Buyer are parties thereto.
                                         Each monthly deposit shall be made within thirty (30) days after the end of such month.
                                         The parties agree that the Escrow Agreement shall be provided and executed at Closing.
                                         The Escrow Agreement shall reflect in all material respects the terms and conditions
                                         of release of the Escrow Amount to Seller or Buyer, as applicable, set forth in this
                                         Section 3. The Escrow Amount shall be held in the Escrow Account until the final
                                         determination of the Earn-Out Payment in accordance with this Section 3. To the
                                         extent that there is a shortfall between the Earn-out Payment and the amount in the Escrow
                                         Account, for any reason, including as a result of foreign currency exchange, the Buyer
                                         must pay the difference to the Seller at the same time as the Earn-out Payment is released
                                         by the Escrow Agent.



 


		4.	Representations
                                         and Warranties of Seller and the Company.



 


As
a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller, the
Principal Owners, and the Company jointly and severally represent and warrants as of the date hereof, except as set forth on the
Disclosure Schedules (or as disclosed in any other section, subsection or clause of the Disclosure Schedule to the extent that
the applicability to such other section, subsection or clause is reasonably apparent on its face) to Buyer as set forth below.


 


		(a)	Corporate
                                         Organization. The Company is a proprietary limited company duly organized, validly
                                         existing and in good standing under the laws of its jurisdiction of formation. The organizational
                                         documents which have been furnished to Buyer reflect all amendments made thereto at any
                                         time prior to the date of this Agreement and are correct and complete. The minute books
                                         and other books and records of the Company, to the extent such minutes exist, have been
                                         furnished to Buyer.



 


		(b)	Qualification
                                         to Do Business. The Company has full corporate power and authority to carry on its
                                         business as now being conducted and is entitled to own, lease, or operate the properties
                                         and assets now owned, leased, or operated by it. The Company is qualified to do business,
                                         is in good standing, and to the Seller’s Knowledge has all required and appropriate
                                         licenses in each jurisdiction except jurisdictions in which failure to obtain or maintain
                                         such qualification, good standing, or licensing (i) would not, individually or in the
                                         aggregate, have or reasonably could be expected to have a Material Adverse Effect or
                                         (ii) would result in a material breach of any of the other representations, warranties,
                                         or covenants set forth in this Agreement. The Company is duly qualified to conduct the
                                         Business as presently conducted by the Company as an Australian corporation. No consent,
                                         waiver, approval, order, or authorization of, or registration, declaration, or filing
                                         with, any court, administrative agency, or commission or other governmental authority
                                         or instrumentality (“Governmental Entity”), or any third party,
                                         is required to be made or obtained by Seller or the Company in connection with the execution
                                         and delivery of this Agreement by Seller or the consummation by Seller of the transactions
                                         contemplated hereby, except for such consents, authorizations, filings, approvals and
                                         registrations that, if not obtained or made, would not have a Material Adverse Effect
                                         on the Company or such consents, authorizations, filings, approvals and registrations
                                         that must occur following Closing.



 




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		(c)	Authorization
                                         and Validity of Agreement. Seller and the Principal Owners have all requisite power
                                         and authority to enter into the Transaction Documents and to carry out their obligations
                                         thereunder. The execution and delivery of the Transaction Documents and the performance
                                         of Seller’s and the Principal Owners’ obligations thereunder have been duly
                                         authorized by all necessary corporate, shareholder or member action of Seller and the
                                         Principal Owners, and no other proceedings on the part or in respect of Seller or the
                                         Principal Owners is necessary to authorize such execution, delivery and performance.
                                         The Transaction Documents have been duly executed by Seller and the Principal Owners
                                         and constitute its valid and binding obligations, enforceable against Seller and the
                                         Principal Owners in accordance with their respective terms, except as may be limited
                                         by applicable bankruptcy, insolvency, moratorium or similar laws of general application
                                         relating to or affecting creditors’ rights generally and except for the limitations
                                         imposed by general principles of equity. 



 


		(d)	No
                                         Conflict or Violation. Subject to obtaining any consents and approvals set forth
                                         in Schedule 4(d), the execution, delivery and performance by Seller of the Principal
                                         Owners of the Transaction Documents does not and will not to the Seller’s Knowledge
                                         (i)(A) conflict with or result in a breach of the terms, conditions, or provisions of,
                                         (B) constitute a default under (whether with or without the passage of time, the giving
                                         of notice or both), (C) give any third party the right to modify, terminate or accelerate
                                         any obligation under, (D) result in a violation of, or (E) require any consent, exemption
                                         or other action by or notice or declaration to, or filing with, any third party of any
                                         Government entity pursuant to (1) any organizational documents of the Company; (2) any
                                         provision of law, rule or regulation, or any order, judgment or decree of any court or
                                         other governmental or regulatory authority; or (3) any Contract, lease, sublease, occupancy
                                         agreement, loan agreement, mortgage, security agreement, trust indenture or other agreement
                                         or instrument to which the Company is a party or by which the Company is bound or to
                                         which any of the Seller’s or Principal Owners’ properties or assets is subject;
                                         (ii) result in the creation of any Lien or Tax upon the equity or assets of Seller or
                                         the Principal Owners; or (iii) otherwise interfere in any material manner with the Business.



 




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		(e)	Capitalization.
                                         The Company Shares are paid up. All of the Company Shares are duly authorized, validly
                                         issued and fully paid. There are no outstanding or authorized options, warrants, purchase
                                         rights, subscription rights, conversion rights, exchange rights, or other Contracts or
                                         commitments that could require the Company to issue, sell, or otherwise cause to become
                                         outstanding any of its shares. There is no outstanding or authorized share appreciation,
                                         phantom shares, profit participation, or similar rights with respect to the Company.
                                         There are no voting trusts, proxies, or other agreements or understandings with respect
                                         to the voting of the shares of the Company.



 


		(f)	Assets.
                                         The Company has good and marketable title to, or a valid leasehold interest in, all
                                         of its assets and properties, free and clear of all Encumbrances, except for liens for
                                         Taxes not yet due and payable, and mechanics’ liens, materialmen’s liens,
                                         and other liens arising by operation of law, which liens do not in any case materially
                                         and adversely affect the Company’s title to its assets, the Company’s use
                                         of its assets or the value of such assets. The Company’s assets which are tangible
                                         personal property are in reasonably good and serviceable condition, normal wear and tear
                                         excepted, have been maintained in accordance with normal industry practice, and are suitable
                                         for the purposes for which they are presently used. The Company owns or leases all equipment
                                         or other tangible assets that are necessary for the conduct of the Business as presently
                                         conducted. No assets are used in the Business that are not owned or leased by the Company
                                         and not included in the Assets. The Company operates no business other than the Business
                                         and related activities.



 


		(g)	Subsidiaries.
                                         The Company does not own, directly or indirectly, any shares or other interests in
                                         any other entity.



 


		(h)	Financial
                                         Statements. Attached hereto as Schedule 4(h) are: the Company’s most
                                         recent balance sheet, and income statement as of October 31, 2015 (the “Financial
                                         Statements”). The Financial Statements have been prepared using consistent
                                         accounting principles, presentations, methods, standards, policies, practices, classifications,
                                         estimation and adjustment methodologies, assumptions, and procedures. The Company’s
                                         books of account and records are complete and correct and accurately reflect all of the
                                         assets, liabilities, transactions, and results of operations of the business of the Company.
                                         The Financial Statements fairly present in all material respects the results of operations
                                         of the Business as of the dates thereof. Seller has delivered to Buyer or its representatives
                                         copies of the Financial Statements.



 


		(i)	Absence
                                         of Certain Changes or Events. Since October 31, 2015, the Company has conducted the
                                         Business only in the ordinary course consistent with past practices. Without limiting
                                         the generality of the foregoing, since October 31, 2015:



 


		 	(i)	there
                                         has been no increase in the compensation or benefits paid or payable by the Company,
                                         other than in the ordinary course of business and consistent with past practices, to
                                         any of its officers, directors, employees, agents, consultants or shareholders, including
                                         any grant of severance or termination pay to any director, officer or employee of the
                                         Company, or any deferred compensation or similar agreement (or any amendment to any such
                                         existing agreement) with any director, officer or employee of the Company;



 




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		 	(ii)	there
                                         has been no declaration, setting aside, or payment of dividends or distributions in respect
                                         of the Company Shares, any split up or other recapitalization in respect of the Company
                                         Shares or any direct or indirect redemption, purchase by the Company, or other acquisition
                                         by the Company of any such shares, except dividends declared and paid, or distributions
                                         made, prior to the Closing Date to Seller in the ordinary course of business consistent
                                         with the past practices of the Company;



 


		 	(iii)	the
                                         Company has not waived or compromised any right of material value or any payment, direct
                                         or indirect, of any material debt, liability, or other obligation;



 


		 	(iv)	there
                                         has been no Material Adverse Effect on the Company;



 


		 	(v)	there
                                         has been no issuance, transfer, sale, or pledge by the Company of any Company Shares
                                         or other securities or any commitment, option, right, or privilege under which the Company
                                         is or may become obligated to issue any shares or other securities; there has been no
                                         indebtedness for borrowed money incurred by the Company except such as may have been
                                         incurred or entered into in the ordinary course of business; no loan has been made or
                                         agreed to be made by the Company, nor has the Company become liable or agreed to become
                                         liable as a guarantor with respect to any loan or other indebtedness of the Company or
                                         Seller, or any third party;



 


		 	(vi)	there
                                         has been no sale, assignment, or transfer of, or royalty arrangement with respect to
                                         the Company’s trade names, trademarks, service marks, domain names, web addresses,
                                         copyrights (or any interest therein), patent, or logos of material value, or any patent,
                                         trademark, service mark, domain name or web address or copyright applications (or any
                                         interest therein) used (or that were, or are intended to be used) in the operations of
                                         the Business;



 


		 	(vii)	there
                                         has been no sale, lease or disposition of, any material property or asset, tangible or
                                         intangible, of the Company;



 


		 	(viii)	there
                                         has been no actual or, to any Seller’s Knowledge, threatened termination or loss
                                         of any (A) material contract, lease, license, permit or other agreement to which the
                                         Company was or is a party other than terminations of contracts upon completion of work;
                                         (ii) certificate, license, or other authorization required for the continued operation
                                         by the Company of any material portion of the Business; or (B) customer or other revenue
                                         source, which termination or loss could reasonably be expected to result in loss or revenues
                                         to the Company in excess of Twenty-five Thousand Dollars ($25,000.00) per year, and there
                                         is no event known to Seller (including, without limitation, the transactions contemplated
                                         hereby) that could reasonably be expected to result in any such termination or loss;



 




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		 	(ix)	there
                                         has been no resignation or termination of employment of any key officer or employee of
                                         the Company or, to any Seller’s Knowledge, any impending resignation or termination
                                         of employment of any such officer or employee other than the Principal Owners which will
                                         resign following the Calculation Period;



 


		 	(x)	there
                                         has been no agreement or commitment by the Company or Seller to do any of the things
                                         described in this Section 4(i).



 


		(j)	Tax
                                         Matters 



 


		 	(i)	the
                                         Company has timely filed all material Tax Returns that it was required to file. All such
                                         Tax Returns as so filed disclose all Taxes required to be paid for the periods covered
                                         thereby. All material Taxes due and owing by the Company (whether or not shown on any
                                         Tax Return) have been paid or provided for in the Company’s balance sheet. The
                                         Company is not currently the beneficiary of any extension of time within which to file
                                         any Tax Return. There are no Liens for Taxes (other than Taxes not yet due and payable)
                                         upon any of the assets of the Company. The Company has withheld and paid, or made provision
                                         in its balance sheet for, all Taxes required to have been withheld and paid in connection
                                         with amounts paid or owing to any employee, independent contractor, creditor, shareholder,
                                         or other third party, and all Tax Returns and forms required with respect thereto have
                                         been properly completed and timely filed. Upon and after the acquisition of the Company
                                         Shares by Buyer, Buyer will have no, and will not be subject to any, liability, as a
                                         successor or otherwise, for or with respect to any Taxes of or pertaining to (i) the
                                         Company or (ii) the Business for any period or transactions arising before the Closing
                                         other than as provided for on its balance sheet. For the avoidance of doubt, the Seller
                                         and Principal Owners do not represent or warrant that there will not be any taxes payable
                                         or liabilities arising on or after Closing in relation to the Share Purchase.



 


		 	(ii)	There
                                         is no material dispute or claim concerning any Tax liability of the Company either (A)
                                         claimed or raised by any authority in writing or (B) to the Knowledge of the Company.



 


		(k)	Absence
                                         of Undisclosed Liabilities; Indebtedness. Except as set forth in the Company’s
                                         balance sheet, the Company has no indebtedness or liability, absolute or contingent,
                                         involving, affecting or relating to the Business, the Products, or the transactions contemplated
                                         by the Transaction Documents.



 




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		(l)	Intellectual
                                         Property.



 


		 	(i)	“IP
                                         Assets” shall mean all of the following materials owned or licensed by
                                         the Company with respect to the Business: (A) the proprietary formulas for the Products;
                                         (B) the domain names listed on Schedule 4(l) (collectively, the “Domain
                                         Names”); (C) all the content on and accessible through the websites associated
                                         with the Domain Names, including demos (collectively, the “Website Content”);
                                         and (D) the entire Business marketing database consisting of all available customer information
                                         and all marketing, advertising and promotional materials, including logos, colors, videos,
                                         booklet designs, catalogs, solicitations, email templates, advertisements and all other
                                         Business marketing materials (whether in draft or final form) (collectively, the “Marketing
                                         Materials”).



 


		 	(ii)	Schedule
                                         4(l) lists all patented, registered, applied-for, and other Intellectual Property
                                         used in the Business, and all Intellectual Property of the Company licensed to any third
                                         Person (collectively, the “Business Intellectual Property”),
                                         including the registration and application information, date of application or issuance
                                         and relevant jurisdiction as to each, and whether or not the Business Intellectual Property
                                         is owned or licensed. Business Intellectual Property that is licensed by the Company
                                         from a third party is “Licensed Intellectual Property”.



 


		 	(iii)	The
                                         Company owns, or will own at Closing, all right, title and interest in and to or has
                                         a valid and enforceable license or right to use, all IP Assets, Business Intellectual
                                         Property, and the Licensed Intellectual Property, free and clear of all Liens, and all
                                         patented or registered Business Intellectual Property is valid and enforceable. The Company
                                         has taken commercially reasonable steps to maintain the confidentiality of all information
                                         that constitutes a trade secret of the Business. The Company has the valid right to transfer
                                         the Intellectual Property included in the Business to Buyer as contemplated hereunder.



 


		 	(iv)	Except
                                         as set forth on Schedule 4(l), (A) to the Knowledge of the Seller, the conduct
                                         of the Business, including the delivery and distribution of the Products, has not infringed
                                         and does not infringe on any Intellectual Property or any other proprietary rights of
                                         any Person, including but not limited to the rights of privacy or publicity; (B) to the
                                         Knowledge of the Seller, no Person is infringing, violating or misappropriating any Business
                                         Intellectual Property; (C) to the Knowledge of the Seller the Company, has not taken
                                         any action, or failed to take any action, during prosecution of any application that
                                         could reasonably be expected to result in the invalidation or unenforceability of any
                                         registered Business Intellectual Property; (D) the Company is not currently a party to
                                         any pending suit, claiming any alleged infringement or misappropriation of any Business
                                         Intellectual Property; (E) the Company has not received within the prior three (3) years
                                         any written notice, and is not currently a party to any pending suit, claiming any alleged
                                         infringement or misappropriation of the Intellectual Property rights of other Persons
                                         with respect to its or their use of Intellectual Property or the Products; (F) the Company
                                         has not entered into any Contract that includes a forbearance to sue or settlement Contract
                                         with respect to any Intellectual Property and (G) the Company has not received any written
                                         notice of any claim within the prior three (3) years, and is not currently a party to
                                         any pending suit, which challenges the validity or enforceability of, the Company’s
                                         ownership of or right to use, any Intellectual Property (excluding, for clarity, office
                                         actions) or the Products. With respect to the material Intellectual Property of the Company
                                         (e.g., product formulas, etc.), Seller has secured valid written confidentiality Contracts
                                         and assignments of Intellectual Property from all consultants, contractors, Employees,
                                         and customers who contribute or have contributed to the creation, conception, reduction
                                         to practice or other development of such Intellectual Property developed on behalf of
                                         Seller.



 




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		 	(v)	To
                                         the Knowledge of the Seller, no Product provided or distributed by Seller in its conduct
                                         of the Business: (A) violates any Law in any material respect; (B) includes any information
                                         or material that is defamatory in any material respect; or (C) infringes any right of
                                         publicity, privacy, or other right of any Person in any material respect.



 


		(m)	Compliance
                                         with Law. To the Knowledge of the Seller, the manufacture and sale of the Products
                                         and the operation of the Business has been conducted in material compliance with all
                                         applicable Laws and other requirements of all courts and other governmental or regulatory
                                         authorities having jurisdiction over the Company and its assets, properties and operations.
                                         The Company has not received notice of any violation (or possible violation) of any such
                                         Law or other legal requirement, and the Company is not in default with respect to any
                                         order, writ, judgment, award, injunction or decree of any federal, state or local court
                                         or Governmental or regulatory authority, applicable to the Company, the Business, or
                                         the Company Shares. To the Seller’s Knowledge, the Company holds all Permits required
                                         for the conduct of the Business and the ownership of its properties. No written notices
                                         have been received by the Company alleging the failure to hold any Permit. To the Seller’s
                                         Knowledge, the Company is in compliance with all terms and conditions of all such Permits.
                                         All of such Permits shall be available for use by Buyer immediately after the Closing.
                                         Without limiting the foregoing, the Company has not received any warning letter or untitled
                                         letter, report of inspectional observations, establishment inspection reports, notices
                                         of violation, clinical holds, enforcement notices or other documents from the any governmental
                                         entity or any institutional review board or independent ethics committee alleging a lack
                                         of material compliance by Company with any Laws. No “bulk sales” or similar
                                         Law applies to the transactions contemplated by this Agreement.



 




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		(n)	Litigation.
                                         There are no claims, Actions, suits, proceedings, complaints or investigations pending
                                         or, to the Knowledge of the Seller, threatened before any court or governmental or regulatory
                                         authority, domestic or foreign, or before any arbitrator of any nature, brought by or
                                         against the Company or any of its officers, directors, employees, agents or Affiliates,
                                         or the Principal Owners, involving, affecting or relating to the Company, the Business,
                                         the Company Shares, or the transactions contemplated by the Transaction Documents.



 


		(o)	Brokerage.
                                         Except for payment to be made to Go Capital set forth on Schedule 4(o), the Company
                                         has not incurred, and shall not incur, any brokerage, finder’s or similar fee in
                                         connection with the transactions contemplated by this Agreement.



 


		(p)	Insurance.
                                         The Company is currently insured by insurers unaffiliated with the Company with respect
                                         to its properties, assets and operation of the Business in such amounts and against such
                                         risks which are appropriate and customary for the type of business conducted by the Company
                                         with customary deductibles and retained amounts. With respect to each insurance policy
                                         held by the Company (the “Insurance Policies”) (i) such Insurance
                                         Policy is legal, valid, binding and in full force and effect; (ii) the Company is not
                                         in default under such Insurance Policy; and (iii) the Company has delivered a true and
                                         correct copy of such Insurance Policy to Buyer. There are no claims by the Company pending
                                         under any such Insurance Policies and the Company has not been informed that coverage
                                         has been questioned, denied or disputed by the underwriters of such Insurance Policies
                                         with respect to any such claims.



 


		(q)	Employment
                                         Matters. Schedule 4(q) separately sets forth all of the Employees as of the
                                         date hereof, including for each such Employee: name, job title, designation, work location
                                         (identified by street address), current compensation paid or payable, all wage arrangements,
                                         fringe. No Employee is a party to, or is otherwise bound by, any Contract or arrangement,
                                         including any confidentiality or non-competition Contract, that in any way adversely
                                         affects or restricts the performance of such Employee’s duties. Each current Employee
                                         has executed, or will have executed as of Closing, a nondisclosure and assignment-of-rights
                                         Contract for the benefit of the Company vesting all rights in work product created by
                                         the Employee, during the Employee’s employment or affiliation with the Company,
                                         in the Company. To the Knowledge of the Seller and except as set forth on Schedule
                                         4(q), no Employee other than the Principal Owners intends to terminate his or her
                                         employment with the Company. The Company has, or will have no later than the Closing
                                         Date, included provision for all accrued salaries, bonuses, commissions, wages, severance
                                         and accrued vacation pay of the Employees due to be paid through the Closing Date in
                                         the Company’s accounts / financial statements. The Company is in compliance, in
                                         all material respects, with all Laws governing the employment of labor.



 




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		(r)	Contractor
                                         Matters. The Seller has or will, prior to the Closing Date, disclose a list
                                         of the name (if an entity, including the name of the individuals employed by or providing
                                         service on behalf of such entity) and contact information of each material independent
                                         contractor, consultant, freelancer or other service provider (collectively, “Contractors”)
                                         used by the Company at any point during the prior one (1) year. A copy of each Contract
                                         relating to the services any Contractor provides to the Business has been provided to
                                         the Company. To the Knowledge of the Seller, no Contractor used by the Company is a party
                                         to, or is otherwise bound by, any Contract or arrangement with any third party, including
                                         any confidentiality or non-competition Contract, that in any way adversely affects or
                                         restricts the performance of such Contractor’s duties for the Company. To the Knowledge
                                         of the Seller, no current Contractor used by the Company intends to terminate his or
                                         her or its relationship with the Company. The Company has no obligation or Liability
                                         with respect to any Taxes (or the withholding thereof) in connection with any Contractor.
                                         The Company has properly classified, pursuant to any applicable Law, all Contractors
                                         used by the Company at any point.



 


		(s)	Employee
                                         Benefits. The Company does not maintain or contribute to any Employee Benefit Plans
                                         other than in respect to the bonus and incentives available to its Employees. .



 


		(t)	Environmental
                                         and Safety Matters. The Company has complied and is in compliance with all Environmental
                                         Laws, including but not limited to all Permits required by Environmental Laws for the
                                         conduct of the business operations of the Company and the disposition of all hazardous
                                         materials in accordance with all applicable Environmental Laws in all material respects.
                                         The Company has not received any outstanding and unresolved written or oral notices,
                                         reports or other information regarding any actual or alleged violation of Environmental
                                         Laws by the Company, or any Liabilities or potential Liabilities, including any remedial
                                         obligations, relating to any of them or their facilities arising under Environmental
                                         Laws.



 


		(u)	Real
                                         Property. Schedule 4(u) sets forth the address of each leased real property
                                         of the Company (the “Leased Real Property”), and a true and
                                         complete list of all leases (including all amendments, extensions, renewals, Guarantees
                                         and other Contracts with respect thereto) for each such Leased Real Property (including
                                         the date and name of the parties to such lease or license document) (the “Leases”).
                                         Seller has delivered to Buyer a true and complete copy of each Lease, and in the case
                                         of any oral Lease, a written summary of the material terms of such Lease. With respect
                                         to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full
                                         force and effect; (ii) the transactions set forth in this Agreement do not require the
                                         consent of any other Person to such Lease, or such consent has been obtained, shall not
                                         result in a breach of or default under such Lease, or otherwise cause such Lease to cease
                                         to be legal, valid, binding, enforceable and in full force and effect on identical terms
                                         following the Closing; (iii) the Company’s possession and quiet enjoyment of the
                                         Leased Real Property under such Lease has not been disturbed, and there are no disputes
                                         with respect to such Lease; (iv) the Company, and any other party to the Lease, is not
                                         in breach or default under such Lease, and no event has occurred or circumstance exists
                                         which, with the delivery of notice, the passage of time or both, would constitute such
                                         a breach or default, or permit the termination, modification or acceleration of rent
                                         under such Lease; (v) no security deposit or portion thereof deposited with respect to
                                         such Lease has been applied in respect of a breach or default under such Lease which
                                         has not been redeposited in full; (vi) the Company does not owe, or shall not owe in
                                         the future, any brokerage commissions or finder’s fees with respect to such Lease;
                                         (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have
                                         any economic interest in, the Company; (viii) the Company has not subleased, licensed
                                         or otherwise granted any Person the right to use or occupy such Leased Real Property
                                         or any portion thereof; (ix) the Company has not collaterally assigned or granted any
                                         other security interest in such Lease or any interest therein; (x) there are no Liens
                                         on the estate or interest created by such Lease; and (xi) all buildings, structures,
                                         improvements, fixtures, building systems and equipment, and all components thereof, included
                                         in the applicable Leased Real Property are in good condition and repair (fair wear and
                                         tear excepted). The Company does not own any real property, nor has it ever owned any
                                         real property.



 




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		(v)	Affiliate
                                         Transactions. No shareholder, officer, director, member or Affiliate of the Company
                                         or any individual related by blood, marriage or adoption to any such individual or any
                                         entity in which any such Person or individual owns any beneficial interest, is a party
                                         to any Contract or transaction with the Company or has any interest in any real, tangible
                                         or intangible asset or property used by the Company.



 


		(w)	Product
                                         and Service Warranties; Adverse Events. The Company has made no express warranty
                                         or Guarantee to any customer or Client as to services or goods provided by the Company
                                         other than those required to be provided by Law. There is no pending or, to the Knowledge
                                         of the Seller, threatened claim alleging any breach of any warranty or Guarantee. There
                                         have not been any Material Adverse Events with respect to the Products or the Business.



 


		(x)	Guaranties.
                                         The Company is not a guarantor or otherwise liable for any liability, indebtedness or
                                         other obligation of any other Person.



 


		(y)	Status.
                                         Seller represents and warrants that (i) it has had an opportunity to discuss the business,
                                         management and financial affairs of Buyer, has had access to, the management of Buyer,
                                         and has had the opportunity to review the information set forth in Buyer’s public
                                         filings and any other information requested by Seller, (ii) Buyer will be relying upon
                                         Seller’s representations and warranties set forth herein in offering the Company
                                         Shares to it, and (iii) it has retained and consulted with a “Purchaser Representative,”
                                         as such term is defined in Rule 501 of Regulation D promulgated under the Securities
                                         Act of 1933, as amended (the “1933 Act”). Seller further
                                         represents and warrants that: (i)(A) it recognizes that ownership of the Equity Consideration
                                         involves substantial risks, including a risk of total loss of the value of the Equity
                                         Consideration, and has taken full cognizance of and understands all of the risk factors
                                         related to the ownership of the Equity Consideration; (B) it has sufficient knowledge
                                         and experience in business and investments, including financial, business and tax matters,
                                         to be capable of evaluating the merits and risks of ownership in the Buyer and making
                                         an informed decision about ownership in the Buyer, and (C) it has an adequate net worth
                                         and means of providing for its current needs and possible contingencies to sustain a
                                         complete loss in the Equity Consideration; or (ii) it is an “accredited investor”
                                         as such term is defined in Rule 501 of Regulation D.



 




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		(z)	Acquisition
                                         for Own Account. This Agreement is made with Seller and Principal Owners in reliance
                                         upon such parties’ representations to Buyer, which by its execution hereof Seller
                                         and the Principal Owners hereby confirm that the Equity Consideration to be received
                                         by it will be acquired for investment for Seller’s own account, not as a nominee
                                         or agent, and not with a view to the sale or distribution of any part thereof other than
                                         as permitted under the 1933 Act and that it has no present intention of selling, granting
                                         participation in, or otherwise distributing the same other than what is permitted under
                                         the 1933 Act. By executing this Agreement, Seller further represents that it does not
                                         have any contract, undertaking, agreement, or arrangement with any person to sell, transfer
                                         or grant participations to such person, or to any third person, with respect to the Equity
                                         Consideration.



 


		(aa)	No
                                         Intention to Distribute. Seller and the Principal Owners understand that the Equity
                                         Consideration shares have not been registered under the 1933 Act on the grounds that
                                         the sale provided for in this Agreement and the issuance of securities hereunder is exempt
                                         from registration under the 1933 Act, and that Buyer’s reliance on such exemption
                                         is predicated in part on the representations set forth herein. Seller and the Principal
                                         Owners realize that the basis for the exemption may not be present if, notwithstanding
                                         such representations, Seller or the Principal Owners have in mind merely acquiring the
                                         Equity Consideration shares for a fixed or determined period in the future, or for a
                                         market rise, or for sale if the market does not rise. Seller and the Principal Owners
                                         do not have any such intention.



 


		(bb)	No
                                         Registration. Seller and the Principal Owners understand that the Equity Consideration
                                         may not be sold, transferred or otherwise disposed of without registration under the
                                         1933 Act or an exemption therefrom, and that in the absence of an effective registration
                                         statement covering the shares or an available exemption from registration under the 1933
                                         Act, the Equity Consideration must be held indefinitely. In particular, Seller and the
                                         Principal Owners are aware that the shares may not be sold pursuant to Rule 144 promulgated
                                         under the 1933 Act unless all of the conditions of that Rule are met. Among the conditions
                                         for use of Rule 144 may be the availability of current information to the public about
                                         Buyer. The Seller and Principal Owners represent that, in the absence of an effective
                                         registration statement covering the Equity Consideration shares, it will sell, transfer,
                                         or otherwise dispose of such shares only in a manner consistent with its representations
                                         set forth herein and then only in accordance with the provisions of this Agreement.



 


		(cc)	Restrictions
                                         on Transfer. Seller agrees that in no event will it make a transfer or disposition
                                         of any of the Equity Consideration (other than pursuant to an effective registration
                                         statement under the 1933 Act or a Rule 144 sale in compliance with the terms of such
                                         Rule or pursuant to an exemption from the 1933 Act. Buyer shall cooperate with Seller
                                         and Seller’s transfer agent in the removal of any legend on the shares constituting
                                         the Equity Consideration to permit the trade or liquidation thereof in the marketplace
                                         as permitted under Rule 144 of the 1933, if requested by Seller.



 




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		(dd)	Inventory.
                                         All inventory of the Company, whether or not reflected in the Balance Sheet, consists
                                         of a quality and quantity usable and salable in the ordinary course of business consistent
                                         with past practice, except for obsolete, damaged, defective or slow-moving items that
                                         have been written off or written down to fair market value or for which adequate reserves
                                         have been established. All such inventory is owned by the Company free and clear of all
                                         encumbrances, and no inventory is held on a consignment basis. The quantities of each
                                         item of inventory are not excessive, but are reasonable in the present circumstances
                                         of the Company.



 


		(ee)	Customers.
                                         The due diligence materials provided by the Company to Buyer includes information regarding
                                         each customer who has paid consideration to the Company for goods or services rendered
                                         for each of the last two (2) most recent fiscal years, and the amount of consideration
                                         paid.



 


		(ff)	Contracts;
                                         Agreements.



 


		 	(i)	Except
                                         as disclosed in Schedule 4(ff), the Company is not a party to or bound by any oral or
                                         written Contract or obligation that individually has a value in excess of $15,000, has
                                         a term of greater than two (2) years or is otherwise material to the Company or its businesses,
                                         operations, financial condition, properties or assets.



 


		 	(ii)	Each
                                         agreement, contract, plan, lease, arrangement or commitment required to be disclosed
                                         pursuant to this Section 4(ff) (each, a “Material Contract”) is a valid and
                                         binding agreement the Company and is in full force and effect with respect to the Company
                                         and, to the Knowledge of the Seller, each other party thereto, and neither the Company,
                                         nor to the Knowledge of the Seller, any other party thereto, is in default or breach
                                         in any material respect under the terms of any such Material Contract, and, to the Knowledge
                                         of the Seller, no event or circumstance has occurred that, with notice or lapse of time
                                         or both, would reasonably be expected to constitute any event of default thereunder.
                                         True and complete copies of each such Material Contract have been made available to Buyer.
                                         The Company has fulfilled all material obligations required pursuant to each Material
                                         Contract to have been performed by the Company prior to the date hereof, and, to the
                                         Knowledge of the Seller, without giving effect to the Share Purchase and the other transactions
                                         contemplated by this Agreement, the Company will be able to fulfill, when due, all of
                                         its obligations under the Material Contracts that remain to be performed after the date
                                         hereof.



 


		 	(iii)	No
                                         Person is renegotiating or seeking to renegotiate, or, to the Knowledge of the Seller,
                                         has a right (absent any default or breach of a Material Contract) pursuant to the terms
                                         of any Material Contract to renegotiate, any material amount paid or payable to the Company
                                         under any Material Contract or any other material term or provision of any Material Contract.
                                         The Company has not received any written indication or, to the Knowledge of the Company,
                                         verbal indication of an intention to terminate or renegotiate the terms of any of the
                                         Material Contracts by any of the parties to any of the Material Contracts.



 




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		(gg)	Seller
                                         is a “non-U.S. Person” (as defined in Regulation S promulgated under the
                                         1933 Act) and (i) the transaction contemplated by this Agreement constitutes an “offshore
                                         transaction” (as such term is defined in Regulation S) and (ii) the Equity Consideration
                                         will be for investment for the Seller’s own account, not as a nominee or agent,
                                         and not with a view to the resale or distribution of any part thereof in the U.S. or
                                         to a U.S. resident, and that Seller has no present intention of selling, granting any
                                         participation in, or otherwise distributing the same. By executing this Agreement, Seller
                                         further represents that it (A) does not have any contract, undertaking, agreement, or
                                         arrangement with any person to sell, transfer, or grant participations to such person,
                                         or to any third person in the U.S. or to a U.S. resident, with respect to any of the
                                         Equity Consideration; (B) agrees to resell the Equity Consideration only in accordance
                                         with the provisions of Regulation S of the 1933 Act, pursuant to registration under the
                                         1933 Act, or pursuant to an available exemption from registration under the 1933 Act;
                                         and (iii) agrees not to engage in hedging transactions with respect to such Equity Consideration
                                         unless otherwise in compliance with the 1933 Act. Seller acknowledges that, to its knowledge,
                                         neither the Buyer, nor any of its affiliates, nor any person acting on its or their behalf
                                         has engaged in any directed selling efforts in violation of the requirements of Regulation
                                         S.



 


		5.	Limitations
                                         to representations and warranties of the Seller and the Company and Actions



 


		(a)	The
                                         Buyer acknowledges and agrees that the Seller, the Principal Owners and the Company have
                                         disclosed or are deemed to have disclosed against the representations and warranties
                                         of Seller and the Company, and the Buyer is aware of, and will be treated as having actual
                                         knowledge of, all facts, matters and circumstances that:



 


		 	(i)	are
                                         within the actual knowledge of the Buyer or its advisers in relation to the Share Purchase;
                                         and



 


		 	(ii)	are
                                         fairly disclosed in the Disclosure Schedules and the due diligence material in relation
                                         to the Business and the Company that have been provided to the Buyer.



 


		(b)	The
                                         warranties and representations of the Seller and Principal Owners are given subject to
                                         the disclosures or deemed disclosures described in Section 5(a). The Seller and the Principal
                                         Owners will have no liability under the representation and warranty of Seller and the
                                         Principal Owners to the extent that disclosure is made or is deemed to have been made
                                         against the representations and warranties given under Section 4.



 




    	21



    	 



    

 


		(c)	It
                                         shall not be a breach of a representation and warranty of Seller and the Company, if
                                         the facts, matters or circumstances giving rise to such Action are fairly disclosed or
                                         are deemed to have been fairly disclosed under Section 5(a).



 


		(d)	Neither
                                         the Seller nor the Principal Owners are liable under an Action for any Liability to the
                                         extent that the Buyer recovers, or is compensated for by any other means, from another
                                         source whether by way of contract, indemnity or otherwise (including under a policy of
                                         insurance or from a government agency).



 


		(e)	This
                                         Section 5 does not prevent the Buyer being entitled to commence an Action under this
                                         Agreement or a Transaction Documents. However, if for any reason more than one amount
                                         is paid in respect of the same Liability, the Buyer must procure that the amount in excess
                                         of the amount of the Liability (less the costs and expenses of making the claim or commencing
                                         the Action) is immediately repaid to the Seller to give full effect to this Section 5.



 


		(f)	The
                                         Buyer must:



 


		 	(i)	take
                                         all reasonable actions (subject to being indemnified by Seller against all reasonable
                                         costs and expenses incurred) to mitigate any Liability that may give rise to an Action,
                                         including, if the Buyer is entitled to recover, or be compensated for by any other means,
                                         any Liability from another source the Buyer must use all reasonable endeavours to recover
                                         or be compensated for or procure that such Liability is recovered or compensated for
                                         as soon as practicable from that source. The Buyer must notify its insurers of this Section
                                         5(f).



 


		 	(ii)	not
                                         omit to take any reasonable action that would mitigate any Liability that may give rise
                                         to an Action.



 


		(g)	Neither
                                         the Seller nor the Principal Owners are liable under any Action, other than Action in
                                         respect of Tax, for any Liability to the extent that Liability:



 


		 	(i)	(provisions
                                         in accounts) has been included as a provision, allowance, reserve or accrual in the
                                         Company’s accounts or financial statements that have been provided to the Buyer
                                         or that arises in respect of a matter that has been noted in the Company’s accounts
                                         or financial statements that have been provided to the Buyer;



 


		 	(ii)	(contingent
                                         losses): is contingent, unless and until the Liability becomes an actual Liability
                                         and is due and payable;



 


		 	(iii)	(change
                                         of law or interpretation): arises from:



 




    	22



    	 



    

 


		 	(iv)	the
                                         enactment or amendment of any legislation or regulations;



 


		 	 	(1)	a
                                         change in the judicial or administrative interpretation of the law; or
	 	 	 	 	 
		 	 	(2)	a
                                         change in the practice or policy of any governmental agency,



 


after
the date of Closing, including legislation, regulations, amendments, interpretation, practice or policy that has a retrospective
effect;


 


		 	(v)	(consequential
                                         loss): is special, indirect or consequential loss or damage including loss of profit
                                         or loss of reputation;



 


		 	(vi)	(post
                                         Closing conduct):arises from anything done or not done after Closing by or on behalf
                                         of the Buyer or its Affiliates that is outside the ordinary course of the Business and
                                         the Buyer was aware or ought reasonably be aware would give rise to an Action against
                                         the Seller or the Principal Owners;



 


		 	(vii)	(promoted
                                         claims): arises from an Action initiated by a third party that is attributable to
                                         anything done or not done after Closing by or on behalf of the Buyer or its Affiliates
                                         that was calculated or intended to cause the Action initiated by the third party to be
                                         made;



 


		 	(viii)	(change
                                         in accounting policy): would not have arisen but for a change after Closing in any
                                         accounting policy or practice of the Buyer that applied before Closing;



 


		 	(ix)	(change
                                         of Business): arises out of the cessation or alteration of the Business after Closing;



 


		 	(x)	(legal
                                         costs): is not a reasonable legal cost; and



 


		 	(xi)	(remediable
                                         loss): is remediable, provided it is remedied to the satisfaction of the Buyer, acting
                                         reasonably, within 45 days after the Seller or Principal Owners receives written notice
                                         of an Action or a Direct Claim in accordance with this Agreement.



 


		6.	Representations
                                         And Warranties Of The Buyer.



 


Buyer
hereby represents and warrants to Seller as follows:


 


		(a)	Corporate
                                         Organization. Buyer is a corporation duly organized, validly existing and in good
                                         standing under the laws of the State of Nevada, and has all requisite power and authority
                                         and all necessary governmental authority to own, operate or lease the properties that
                                         it purports to own, operate or lease and to carry on its businesses as now conducted.
                                         Buyer is duly qualified to do business as a foreign company, and is in good standing
                                         in each jurisdiction where the character of its properties owned, operated or leased
                                         or the nature of its activities makes such qualification necessary.



 


		(b)	Authorization
                                         and Validity of Agreement. Buyer has all requisite power and authority to enter into
                                         the Transaction Documents and to carry out its obligations thereunder. The execution
                                         and delivery of the Transaction Documents and the performance of Buyer’s obligations
                                         thereunder have been duly authorized by all necessary company action by Buyer, and no
                                         other proceedings on the part of Buyer are necessary to authorize such execution, delivery
                                         and performance. Each of the Transaction Documents has been duly executed by Buyer and
                                         constitutes its valid and binding obligation, enforceable against it in accordance with
                                         its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium
                                         or similar laws of general application relating to or affecting creditors’ rights
                                         generally and except for the limitations imposed by general principles of equity.



 




    	23



    	 



    

 


		(c)	No
                                         Conflict or Violation. Subject to obtaining all consents and approvals set forth
                                         herein, the execution, delivery and performance by Buyer of the Transaction Documents,
                                         to the knowledge of Buyer, (i) does not and will not violate or conflict with any provision
                                         of the organizational documents of Buyer; (ii) does not and will not violate any provision
                                         of law, rule or regulation, or any order, judgment or decree of any court or other governmental
                                         or regulatory authority; (iii) does not violate or will not result in a breach of or
                                         constitute (with due notice or lapse of time or both) a default under, or give rise to
                                         any acceleration of remedies or any right of termination under, any Contract, lease,
                                         sublease, occupancy agreement, loan agreement, mortgage, security agreement, trust indenture
                                         or other agreement or instrument to which Buyer is a party or by which Buyer is bound
                                         or to which any of Buyer’s properties or assets is subject, except for such breaches,
                                         defaults and accelerations as would not have a Material Adverse Effect on the ability
                                         of Buyer to consummate the transactions contemplated hereby.



 


		(d)	No
                                         Event of Insolvency: no Event of Insolvency has occurred in relation to the Buyer,
                                         nor is there any act which has occurred or to the best of its knowledge, is anticipated
                                         to occur which is likely to result in an Event of Insolvency in relation to the Buyer.



 


		(e)	No
                                         litigation: the Buyer is not a party to any investigation, prosecution, litigation,
                                         legal proceeding, arbitration, mediation or any other form of dispute resolution, and
                                         to the best of its knowledge no such proceedings are pending or threatened and there
                                         is no circumstance or fact that is likely to give rise to any such proceedings.



 


		(f)	Compliance
                                         with Applicable Law: To the knowledge of Buyer, Buyer is in compliance in all material
                                         respects with the applicable Laws; and



 


		(g)	Securities
                                         Law: the Buyer:



 


		 	(i)	is
                                         a “reporting company” that is subject to the reporting requirements of the
                                         Securities Exchange Act of 1934;
	 	 	 	 
		 	(ii)	has
                                         complied with the periodic reporting requirements of the Securities Exchange Act of 1934;
                                         and
	 	 	 	 
		 	(iii)	has
                                         otherwise complied the requirements of Rule 144 promulgated under the 1933 Act so as
                                         to ensure that the Equity Consideration to be received by the Seller will be eligible
                                         for exemption from registration under Rule 144 of the 1933 Act and will be freely tradable
                                         on the date which is 6 months following the issue of the Equity Consideration, provided
                                         that Seller owns less than 10% of the voting securities of Buyer.



 




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		7.	Covenants
                                         



 


		(a)	Seller
                                         Covenants: The Seller covenants as follows:



 


		 	(i)	Consents
                                         and Approvals. Seller shall, at its cost and expense, use Commercially Reasonable Efforts
                                         to obtain all necessary consents, waivers, authorizations and approvals of all governmental
                                         and regulatory authorities, and of all other Persons required to be obtained in connection
                                         with the execution, delivery and performance by it of the Transaction Documents.
	 	 	 	 
		 	(ii)	Post-Closing
                                         Operation of Business. Following the Closing, Seller shall fully cooperate with Buyer
                                         to transfer the Business assets and liabilities to Buyer in such a manner as to preserve
                                         the value thereof.



 


		(b)	Buyer
                                         Covenants: The Buyer covenants as follows:



 


		 	(i)	that
                                         on the date which is 6 months following the issue of the Equity Consideration, it will
                                         take such action as is required to ensure that the Equity Consideration is freely tradable,
                                         including, without limitation, requesting removal of any restrictive legend attaching
                                         to the Equity Consideration; and



 


		 	(ii)	that
                                         the Buyer must pay all relevant taxes for which the Company is liable for and which relate
                                         to the period prior to Closing but which are due after Closing has occurred, on or before
                                         the due date, subject to the sufficient provision being made for the tax/es in the Company’s
                                         Financial Statements.



 


		8.	Noncompetition,
                                         Nonsolicitation and Nondisparagement. 



 


		(a)	Noncompetition.
                                         Seller and the Principal Owners acknowledge that (i) Buyer would not have entered into
                                         this Agreement but for the agreements and covenants contained in this Section 8;
                                         and (ii) the agreements and covenants contained in this Section 8 are essential
                                         to protect the Business and are reasonable and appropriate in scope; (iii) the Business
                                         is international in scope; and (iv) the business of Buyer is international in scope.
                                         To induce Buyer to enter into this Agreement, Seller and the Principal Owners covenant
                                         and agree that during the period commencing on the Closing Date and ending on the fifth
                                         (5th) anniversary of the Closing Date (the “Restricted Period”),
                                         Seller, the Principal Owners, and their respective Affiliates shall not, directly or
                                         indirectly, (A) engage in any business or activity that competes with the Business ;
                                         (B) render any services to any Person for use in competing with Buyer in connection with
                                         the Business; (C) have an interest in any Person engaged in any business that competes
                                         with Buyer in connection with the Business, directly or indirectly, in any capacity,
                                         including, without limitation, as a shareholder, officer, director, principal, agent,
                                         trustee or consultant or any other relationship or capacity but, for the avoidance of
                                         doubt, this shall not include the Seller or the Principal Owners’ engagement of
                                         a non-Employee blogger or any other service provider or person for a purpose not related
                                         to a business or activity that competes with the Business but who may promote a product
                                         for a business that competes with the Business; provided, however, Seller
                                         or the Principal Owners may own, directly or indirectly, solely as an investment, securities
                                         of any Person which are publicly traded if Seller or the Principal Owner (I) is not a
                                         controlling Person of, or a member of a group which controls, such Person and (II) does
                                         not, directly or indirectly, own two percent (2%) or more of any class of securities
                                         of such Person; or (III) interfere with business relationships (whether formed heretofore
                                         or hereafter) between Buyer or any of its Affiliates and customers, suppliers or prospects
                                         of the Business.



 




    	25



    	 



    

 


		(b)	Employees
                                         of the Business. During the Restricted Period, Seller, and the Principal Owners,
                                         and their respective Affiliates shall not, directly or indirectly, (i) solicit or encourage
                                         any Employee or consultant performing services in connection with the Business to leave
                                         the employment or retention of Buyer or any of its Affiliates, or (ii) hire any such
                                         Employee or consultant who was performing services in connection with the Business and
                                         who has left the employment or retention of Buyer or any of its Affiliates within one
                                         (1) year of the termination of such Employee’s employment or consultant’s
                                         retention with Buyer or any of its Affiliates.



 


		(c)	Customers
                                         of the Business. During the Restricted Period, the Principal Owners and Seller, its
                                         employees, officers, and directors shall not, directly or indirectly, (i) persuade or
                                         attempt to persuade any customer, prospective customer, client, prospective client, supplier
                                         or vendor of Buyer or any of its Affiliates not to hire or do business with Buyer or
                                         any of its Affiliates or any successor thereto; (ii) solicit for himself or any Person
                                         other than Buyer or any of its Affiliates, the business of any Person who is a customer,
                                         client, supplier or vendor of Buyer or any of its Affiliates, or was its customer or
                                         supplier within one (1) year prior to the time of such solicitation to the extent that
                                         such business is similar to the business conducted by such customer or supplier with
                                         Buyer. For the avoidance of doubt, this clause shall not prevent the Seller or the Principal
                                         Owners from conducting such advertising or marketing for a business that does not compete
                                         with the Business nor shall it prevent a previous customer, client, supplier or vendor
                                         of the Business from initiating contact with and utilizing the services of any business
                                         which is operated by the Seller or the Principal Owners which does not compete with the
                                         Business.



 


		(d)	Confidential
                                         Information. From and after the Closing, the Principal Owners and Seller, its shareholders,
                                         employees, officers, and directors shall keep secret and retain in strictest confidence,
                                         and shall not use for the benefit of itself or others, all confidential matters relating
                                         to the Business or Buyer and its Affiliates, including, but not limited to, “know
                                         how”, trade secrets, customer lists, supplier lists, details of consultant and
                                         employment Contracts, pricing policies, operational methods, marketing plans or strategies,
                                         product development techniques or plans, business acquisition plans, technical processes,
                                         designs and design projects, processes, inventions, software, source codes, object codes,
                                         systems documentation and research projects and other business affairs (“Confidential
                                         Information”), and shall not disclose them to anyone outside of Buyer and
                                         its Affiliates; provided, however, this covenant shall not apply to any
                                         information which is or becomes generally available to the public other than as a result
                                         of disclosure by the Principal Owners or Seller or its respective Affiliates. The Principal
                                         Owners and Seller and its respective Affiliates may disclose Confidential Information
                                         if required to do so in any legally required government or securities filings, legal
                                         proceedings, subpoena, civil investigative demand or other similar process; provided,
                                         that Seller and the Principal Owners (i) provides Buyer with prompt notice of such required
                                         disclosure so that Buyer may attempt to obtain a protective order, (ii) cooperates with
                                         Buyer, at Buyer’s expense, in obtaining such protective order, and (iii) only discloses
                                         that Confidential Information which it is absolutely required to disclose as advised
                                         by counsel. Notwithstanding anything to the contrary in this Section 8(d), the
                                         Principal Owners and Seller, its shareholders, employees, officers, and directors shall
                                         be free to use for any purpose the residuals resulting from access to or work with the
                                         Confidential Information, provided that such party shall not disclose the Confidential
                                         Information except as expressly permitted pursuant to the terms of this Agreement. The
                                         term “residuals” means information in intangible form (i.e., not written
                                         or other documentary form, including tape or disk), which is incidentally and unintentionally
                                         retained in memory by persons who have had access to the Confidential Information, including
                                         ideas, concepts, know-how or techniques contained therein and where the source of the
                                         Confidential Information has become remote (e.g., as a result of the passage of time
                                         or the person’s subsequent exposure to information of a similar nature from other
                                         sources) such that the person can no longer identify the Confidential Information’s
                                         confidential source; provided, however, that no license to any Company intellectual property
                                         is granted under this Section, this Section 8(d) will not supersede or alter any separate
                                         agreement between such party and the Company, unless that agreement is acknowledged to
                                         be expressly subject to this clause, and residuals do not include any Product formulations.



 




    	26



    	 



    

 


		(e)	Nondisparagement.
                                         After the Closing Date, Seller and the Principal Owners will not disparage Buyer, any
                                         of Buyer’s Affiliates or any of such parties’ shareholders, directors, officers,
                                         employees or agents.



 


		(f)	Tolling
                                         of Covenant Periods. The Restricted Period provided in this Section 8 shall not include
                                         and shall be extended beyond, any time during which a party is failing to comply with
                                         any provision of this Section 8 with respect to such party.



 


		(g)	Blue
                                         Penciling. If any term or other provision of this Section 8 is invalid, illegal,
                                         or incapable of being enforced by any rule of Law or public policy, all other conditions
                                         and provisions of this Section 8 shall nevertheless remain in full force and effect.
                                         Upon determination that any term or other provision is invalid, illegal, or incapable
                                         of being enforced, the Parties hereto shall negotiate in good faith to, or the arbitrator
                                         making such a determination shall, modify this Section 8 so as to effect the original
                                         intent of the Parties as closely as possible in an acceptable manner to the end that
                                         the transactions contemplated hereby are fulfilled to the extent possible.



 


		9.	Employees.
                                         



 


During
the Calculation Period, the Buyer must retain all Employees including all management Employees with the Company and shall
not terminate their employment without the prior written consent of the Seller, such consent shall not be unreasonably withheld,
except that Buyer can terminate Employees for cause. Seller shall make all salary, commission, bonus, incentive, vacation
pay or other benefit accrual payments, in each case that relate to periods prior to and through the Closing, to Employees as they
become due. Buyer shall not be required to provide continuations of any of Seller’s salary arrangements, bonus or incentive
pay or other plans, commission arrangements or commission agreements or wage or salary or compensation incentives after the Closing
Date.


 


		10.	Conditions
                                         to Obligations of Seller. 



 


The
obligations of Seller to effect the Closing and to consummate the transactions contemplated by the Transaction Documents are subject
to the fulfillment, at or before the Closing Date, of each of the following conditions, any one or more of which may be waived
by Seller in its sole discretion:


 


		(a)	Representations
                                         and Warranties of the Buyer. All representations and warranties made by Buyer in
                                         this Agreement shall be true and correct in all material respects (except as to representations
                                         and warranties which are qualified as to materiality, which representations and warranties
                                         shall be true and correct in all respects) as of the date of this Agreement and on and
                                         as of the Closing Date as if again made by Buyer on and as of such date.



 


		(b)	Performance
                                         of the Obligations of the Buyer. Buyer shall have performed in all material respects
                                         all obligations required under this Agreement to be performed by it on or before the
                                         Closing Date. 



 


		(c)	Buyer
                                         Closing Deliverables. At the Closing, Buyer will:



 


		 	(i)	Deliver
                                         to Seller the Cash Consideration in immediately available AUS funds; 
	 	 	 	 
		 	(ii)	Deliver
                                         to Seller the Equity Consideration, including certificates therefor;
	 	 	 	 
		 	(iii)	Deliver
                                         a certificate executed by the authorized person of the Buyer certifying as to the truthfulness,
                                         completeness and accuracy of attached copies of resolutions of the directors of the Buyer
                                         authorizing this Agreement and the transactions contemplated hereby; and
	 	 	 	 
		 	(iv)	Deliver
                                         to the Seller the Escrow Agreement executed by the Buyer and the Escrow Agent.



 




    	27



    	 



    

 


		(d)	Pay
                                         to Go Capital Pty Ltd the payment set forth on Schedule 4(o) in immediately available
                                         funds;
	 	 	 
		(e)	Deliver
                                         to Seller a certificate of the Secretary of the State of Nevada, dated reasonably close
                                         to the Closing Date, as to the legal existence and good standing of the Buyer in Nevada.



 


		11.	Conditions
                                         to Obligations of Buyer. 



 


The
obligations of Buyer to consummate the transactions contemplated by the Transaction Documents are subject to the fulfillment,
at or before the Closing Date, of each of the following conditions, any one or more of which may be waived by Buyer in its sole
discretion:


 


		(a)	Representations
                                         and Warranties of Seller. All representations and warranties made by Seller in this
                                         Agreement shall be true and correct in all material respects (except as to representations
                                         and warranties which are qualified as to materiality, which representations and warranties
                                         shall be true and correct in all respects) as of the date of this Agreement and on and
                                         as of the Closing Date as if again made by Seller on and as of such date.
	 	 	 
		(b)	Performance
                                         of the Obligations of Seller. Seller has performed in all material respects all agreement,
                                         covenants, and obligations required under this Agreement to be performed by it on or
                                         before the Closing Date.
	 	 	 
		(c)	Satisfaction
                                         of Liabilities and Obligations. All debts, fees, liabilities, payables, Taxes, claims,
                                         costs and expenses of or against the Company including, without limitation, all costs,
                                         expenses, payables, debts and liabilities arising out of the operations of the Company
                                         incurred or arising prior to the Closing will be paid or satisfied by the Company at
                                         or before Closing or the Purchase Price will be adjusted therefor at the Closing, except
                                         with respect to creditors in the day-to-day operation of the Business with no Lien or
                                         security interest in any of the Company’s assets. All cash in excess of zero working
                                         capital requirements will have been paid into the Escrow Account established for the
                                         segregation of Adjusted EBITDA from July 1, 2015 to October 31, 2015.
	 	 	 
		(d)	Seller
                                         Closing Documents. Seller shall have delivered to Buyer the following documents:
                                         



 


		 	(i)	all
                                         certificates representing all of the Company, duly endorsed in blank or with appropriate
                                         share powers;



 




    	28



    	 



    

 


		 	(ii)	a
                                         certificate executed by the authorized person of Seller certifying as to the truthfulness,
                                         completeness and accuracy of attached copies of resolutions of the of Seller authorizing
                                         this Agreement and the transactions contemplated hereby;
	 	 	 	 
		 	(iii)	such
                                         other documents relating to the transactions contemplated by the Transaction Documents
                                         to be consummated at the Closing as counsel to Buyer shall reasonably request in order
                                         to complete the share purchase by Buyer;
	 	 	 	 
		 	(iv)	a
                                         extract of the register maintained by the Australian Securities and Investments Commission,
                                         dated reasonably close to the Closing Date, as to the legal existence and good standing
                                         of the Company in Australia;
	 	 	 	 
		 	(v)	resignations
                                         of the officers and directors of the Company in office immediately prior to the Closing;
                                         and
	 	 	 	 
		 	(vi)	deliver
                                         to the Buyer the Escrow Agreement executed by the Seller.



 


		12.	Indemnification.



 


		(a)	Indemnification
                                         by Buyer. Buyer shall indemnify and save and hold the Seller and Principal Owners,
                                         successors, and assigns (the “Seller Indemnitees”), harmless
                                         from and against any and all damages, claims, demands, obligations, liabilities, losses,
                                         costs, expenses (including all reasonable attorneys’ fees and expenses of investigation
                                         incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the
                                         Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise),
                                         deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively,
                                         “Seller Losses”), whether or not in connection with a third-party
                                         claim, arising out of, resulting from or related to (each “Buyer’s
                                         Events of Breach”):



 


		 	(i)	any
                                         breach of any representation or warranty made by the Buyer in this Agreement or the other
                                         Transaction Documents; and
	 	 	 	 
		 	(ii)	all
                                         acts and omissions in the conduct of the Company and the Business on and after Closing
                                         and indemnifies, and must keep indemnified, the Seller Indemnitees against any loss arising
                                         in respect of any such acts or omissions after Closing including liability arising out
                                         of defects in products sold or services provided by the Buyer after Closing. This indemnity
                                         extends to liability that may arise as a result of any of the products so sold or advice
                                         given being defective;
	 	 	 	 
		 	(iii)	any
                                         breach of any covenant or other agreement made by Seller in Section 7(b) of this Agreement,



 




    	29



    	 



    

 


provided,
however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any
breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until the aggregate
of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000
Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and
Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent
of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the
value of Cash Consideration as set out in this Agreement (“Cap”), provided, however, that
the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the case of any claims based on fraud,
bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or
(ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller
Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out
of or in connection with a Seller Event of Breach.


 


		(b)	Indemnification
                                         by Seller. Seller and each of the Principal Owners, jointly and severally, shall
                                         indemnify and save and hold the Buyer, any Affiliate of the Buyer and their respective
                                         directors, officers, managers, employees, successors, and assigns (the “Buyer
                                         Indemnitees”), harmless from and against any and all damages, claims, demands,
                                         obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’
                                         fees and expenses of investigation incurred by the Buyer Indemnitees in any Action or
                                         proceeding between Seller and the Buyer Indemnitees or between the Buyer Indemnitees
                                         and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments
                                         and/ or fines (collectively, “Buyer Losses”), whether or not
                                         in connection with a third-party claim, arising out of, resulting from or related to
                                         any and/or all of Seller’s Events of Breach.
	 	 	 
		(c)	As
                                         used herein, “Seller’s Events of Breach” shall be and
                                         mean any one or more of the following:



 


		 	(i)	any
                                         breach of any representation or warranty made by Seller or the Principal Owners in this
                                         Agreement or the other Transaction Documents;
	 	 	 	 
		 	(ii)	any
                                         Seller employee benefit plan in existence prior to the Closing Date, whether such Liability
                                         arises before, on or after the Closing Date, including, without limitation, unfunded
                                         Liabilities, Liability with respect to the termination of any such plan, any retiree
                                         from employment with Seller, any unfunded Liability under any such plan, or any accrued
                                         but unpaid claim under such Seller employee benefit plan;
	 	 	 	 
		 	(iii)	the
                                         employment (including the initial hiring and all terms, conditions, and events relating
                                         to the ongoing employment prior to the Closing Date) or termination of employment (including
                                         constructive termination) by Seller of any individual (including without limitation the
                                         Principal Owners and any current or former employee of Seller), including any compensation
                                         due to the Employees or Contractors relating to periods ending on or prior to the Closing
                                         Date, including, without limitation, severance, salary, commission, bonus, incentives,
                                         vacation pay or other benefit accruals or any termination liability; and



 




    	30



    	 



    

 





		 	(iv)	any
                                         Liability relating to common law or statutory dissenter’s rights, appraisal rights,
                                         or any similar rights of the shareholders or owners of Seller,
	 	 	 	 
		 	(v)	any
                                         breach of any covenant or other agreement made by Seller in Section 7(a) or Section 8
                                         of this Agreement,



 


provided,
however, that neither Seller nor the Principal Owners shall be liable to make any payment in respect of a claim for indemnification
in respect of any Seller’s Events of Breach until the aggregate of such Buyer Losses shall exceed $5,000 (“Threshold”).
Once such Buyer Losses shall exceed such $5,000 Threshold (“Basket”), the Buyer Indemnitees shall have
the right to indemnification hereunder, and Seller and/or its members shall be required to make payment to the Buyer Indemnitees
in respect of such claim to the full extent of such Buyer Losses without reference to or deduction for the $5,000 Threshold up
to an aggregate liability cap equal to the Cash Consideration (“Cap”), provided, however,
that the Basket and Cap shall not apply (and Seller and its members shall be fully liable) in the case of any claims based on
(i) a breach of any Fundamental Representations, (ii) fraud, bad faith, criminal conduct, intentional misrepresentation, or willful
misconduct (“Bad Conduct”), or (iii) indemnification under Sections 12(c)(ii) through 12(c)(v).


 


		(d)	All
                                         representations, warranties, covenants and obligations of Buyer, Seller and/or the Principal
                                         Owners, and all other agreements or instruments contemplated hereby to which Buyer or
                                         Seller, or the Principal Owners, is a party shall survive the Closing Date for twelve
                                         (12) months, except that: (i) all covenants and agreements which by their terms contemplate
                                         performance after the Closing Date shall survive the Closing for a period of four (4)
                                         years, unless specified otherwise by their terms; and (ii) for breaches of any Fundamental
                                         Representations or Bad Conduct, the survival period shall be four (4) years. Notwithstanding
                                         the above, any claim for indemnification made in accordance with this Section 12
                                         prior to the expiration of the applicable indemnification period set forth in this paragraph
                                         shall survive until such matter is resolved. For the avoidance of any doubt, a Buyer’s
                                         Claim Notice must have been received in accordance with clause Error! Reference source
                                         not found.Error! Reference source not found. prior to the expiration of the applicable
                                         indemnification period set forth in this paragraph in order for the claim to survive
                                         the applicable indemnification period.
	 	 	 
		(e)	Following
                                         the Closing, the indemnification afforded by this Section 12 shall be the sole
                                         and exclusive remedy of the Buyer Indemnitees in respect of claims for Seller’s
                                         Events of Breach.



 




    	31



    	 



    

 





		(f)	For
                                         purposes of this Section 12, any inaccuracy in or breach of any representation or warranty
                                         shall be determined without regard to any materiality, Material Adverse Effect or other
                                         similar qualification contained in or otherwise applicable to such representation or
                                         warranty.
	 	 	 
		(g)	Procedures
                                         for Indemnification by the Seller. 



 


		 	(i)	Notice
                                         of Claims. If a Seller’s Event of Breach occurs or is alleged and a Buyer Indemnitee
                                         asserts that Seller has become obligated to such Buyer Indemnitee pursuant to Section
                                         12 hereof (“Direct Claim”), or if any suit, Action, investigation,
                                         claim or proceeding (a “Third Party Proceeding”) is threatened,
                                         begun, made or instituted by a third party as a result of which Seller may become obligated
                                         to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice thereof
                                         to Seller which must contain full details of the Direct Claim or Third Party Proceeding
                                         then known to the Buyer of the events, matters or circumstances giving rise to the claim
                                         (the “Buyer’s Claims Notice”). The Buyer’s failure
                                         or delay in providing the Buyer’s Claim Notice shall not relieve Seller or its
                                         obligations under this Section except to the extent that Seller is materially prejudiced
                                         as a result thereof. If a Buyers’ Event of Breach occurs or is alleged and a Seller
                                         Indemnitee asserts that Buyer has become obligated to such Seller Indemnitee pursuant
                                         to Section 12 hereof (“Seller Direct Claim”),
                                         or if any Third Party Proceeding is threatened, begun, made or instituted by a third
                                         party as a result of which Buyer may become obligated to a Seller Indemnitee hereunder,
                                         such Seller Indemnitee shall give written notice thereof to Buyer which must contain
                                         full details of the Seller Direct Claim or Third Party Proceeding then known to the Seller
                                         of the events, matters or circumstances giving rise to the claim (the “Seller’s
                                         Claims Notice”). The Seller’s failure or delay in providing the Seller’s
                                         Claim Notice shall not relieve Buyer or its obligations under this Section except to
                                         the extent that Buyer is materially prejudiced as a result thereof.
	 	 	 	 
		 	(ii)	Response
                                         to Direct Claims. Seller shall have thirty (30) days after receipt of the Buyer’s
                                         Claim Notice for a Direct Claim to reject or accept the claim as an indemnifiable claim
                                         for Buyer Losses under Section 12. If, within thirty (30) days after receipt by
                                         Seller of such a Buyer’s Claim Notice, Seller delivers notice to the Buyer Indemnitee
                                         containing a written objection to the claim (or a portion thereof) by the Buyer Indemnitee,
                                         stating the nature of and grounds for such objection in reasonable detail, then such
                                         claim (or portion thereof) shall be deemed to be a “Disputed Claim”
                                         and such claim shall be resolved in accordance with Section 12. If, within thirty
                                         (30) days after actual receipt by Seller’s of the Buyer’s Claim Notice for
                                         a Direct Claim, Seller delivers notice to the Buyer Indemnitee containing a written acceptance
                                         of the claim, (or a portion thereof) then such claim (or portion thereof) shall be deemed
                                         an indemnifiable claim under this Section 12 (the “Indemnifiable Claim”),
                                         and Seller will be conclusively deemed to have consented to recovery by the Buyer Indemnitee
                                         of the full amount of Buyer Losses subject to offset for the Basket in connection with
                                         the claim, if applicable.



 




    	32



    	 



    

 


		(h)	Dispute
                                         Resolution. Any disputes arising under this Section 12 shall be resolved as
                                         follows: (i) first, the Parties shall attempt in good faith for thirty (30) days to resolve
                                         the dispute, and (ii) if the dispute remains unresolved after such thirty (30) day period,
                                         the Parties agree that Section 14(c) will apply.
	 	 	 
		(i)	Third
                                         Party Proceeding. Seller shall have twenty (20) days from receipt of a Buyer’s
                                         Claim Notice for a Third Party Proceeding to provide the Buyer Indemnitee with notice
                                         that it wishes to assume the defense in the Third Party Proceeding and acknowledges liability
                                         for such damages, in which event the Buyer Indemnitee shall have the right to participate
                                         in the defense at its own expense; provided, however, that the Buyer Indemnitee
                                         is hereby authorized prior to and during such time to file any motion, answer or other
                                         pleading that it shall deem necessary or appropriate to protect its interests and that
                                         is not prejudicial to Seller. If Seller fails to give the Buyer Indemnitee timely notice
                                         as provided herein, the Buyer Indemnitee shall have the right to defend against such
                                         Third Party Proceeding. If Seller assumes the defense in a Third Party Proceeding, (i)
                                         the Indemnifying Party shall not agree to any settlement, compromise or discharge of
                                         a Third-Party Claim without the Indemnified Party’s prior written consent; and
                                         (ii) the Buyer must provide the Seller and the Principal Owners with all reasonable assistance
                                         requested by them in relation to the Third Party Proceeding, including providing access
                                         to witnesses and documentary or other evidence relevant to the Third Party Proceedings,
                                         allow them and their advisers to inspect and take copies of all relevant books, records,
                                         files and documents, and providing them with reasonable access to the personnel, premises
                                         and chattels of the Seller for the purposes of obtaining information in relation to the
                                         Third Party Proceeding.
	 	 	 
		(j)	If
                                         the Indemnifying Party does not assume the defense of a Third-Party Claim, the Indemnified
                                         Party shall be entitled to undertake any settlement, compromise or discharge of such
                                         Third-Party Claim without the Indemnifying Party’s prior consent. Notwithstanding
                                         anything herein to the contrary, Seller and the Principal Owners shall not be entitled
                                         to assume control of the defense in a Third Party Proceeding, and shall pay the reasonably
                                         documented fees and expenses of legal counsel retained by the Buyer Indemnitees if: (i)
                                         Buyer reasonably believes that an adverse determination of such claim could be detrimental
                                         to the Buyer’s business; (ii) Buyer reasonably believes that a conflict of interest
                                         exists or could reasonably arise which, under applicable principles of legal ethics,
                                         could prohibit a single legal counsel from representing both the parties in such proceeding,
                                         other than a conflict which may exist due to the underlying nature of the duty to indemnify;
                                         (iii) a court of competent jurisdiction rules that Seller has failed or is failing to
                                         prosecute or defend such claim; (iv) such claim seeks damages other than monetary damages;
                                         or (v) such claim involves conduct of the Business both before and after the Closing.



 




    	33



    	 



    

 


		(k)	Notwithstanding
                                         the provisions of Section 12(g), Seller hereby consents to the nonexclusive jurisdiction
                                         of any court in which an Action or claim in respect of a Third Party Proceeding is brought
                                         against any Buyer Indemnitee for purposes of any claim that a Buyer Indemnitee may have
                                         under this Agreement with respect to such Action or claim or the matters alleged therein
                                         and agrees that process may be served on Seller with respect to such a claim anywhere
                                         in the world.
	 	 	 
		(l)	Indemnification
                                         Binds Successors and Assigns. All of the indemnification rights of the Buyer and
                                         obligations of Seller arising pursuant to this Section 12 shall apply to and bind
                                         each and every successor and assign of Buyer and Seller.
	 	 	 
		(m)	Dispute
                                         Resolution Costs. Each Party shall bear all its own costs of any court Action or
                                         other dispute resolution proceeding hereunder, including without limitation, the fees
                                         and expenses of its own legal counsel and other filing fees and expenses of such Party
                                         for such proceeding.



 


		13.	Termination.



 


		(a)	Conditions
                                         of Termination. Notwithstanding anything to the contrary contained herein, this Agreement
                                         may be terminated at any time before the Closing:



 


		 	(i)	By
                                         mutual consent of Seller and Buyer;
	 	 	 	 
		 	(ii)	By
                                         either Seller or Buyer if the other Party shall have breached this Agreement in any material
                                         respect and such breach continues for a period of ten (10) days after the receipt of
                                         written notice of the breach from the non-breaching Party; or



 


		(b)	Effect
                                         of Termination. If this Agreement is terminated in accordance with Section 13
                                         hereof, this Agreement shall become null and void and have no effect, with no liability
                                         on the part of Seller or Buyer, or their Affiliates and their respective directors, managers,
                                         officers, agents, members or shareholders, except for the obligations set forth in this
                                         Section 13, Section 11, which shall survive any termination; and provided,
                                         however, that notwithstanding the foregoing, nothing herein and no termination
                                         hereof shall relieve any Party from liability for any breach of any of its representations,
                                         warranties, covenants or agreements set forth in this Agreement which arise prior to
                                         termination.



 




    	34



    	 



    

 


		14.	Miscellaneous.



 


		(a)	Successors
                                         and Assigns. Any Party hereto may assign this Agreement or any rights or obligations
                                         hereunder without the prior written consent of the other Parties hereto; provided that
                                         this Agreement shall inure to the benefit of and shall be binding upon the successors
                                         and assigns of the Parties hereto.
	 	 	 
		(b)	Governing
                                         Law; Jurisdiction. This Agreement shall be construed, performed and enforced in accordance
                                         with, and governed by, the laws of the State of New York, United States, without giving
                                         effect to the principles of conflicts of laws thereof.
	 	 	 
		(c)	Dispute
                                         Resolution. Subject to Section 3(c)(iii), any dispute or Action arising in connection
                                         with this Agreement shall be referred to and finally resolved under the then applicable
                                         rules of the Singapore International Arbitration Centre (SIAC) , which SIAC Rules
                                         are deemed to be incorporated by reference into this clause. There shall be 3 (three)
                                         arbitrators. The seat of the arbitration shall be Singapore. The language to be used
                                         in the arbitral proceedings shall be English.
	 	 	 
		(d)	Expenses.
                                         Except as otherwise provided herein, each of the Parties hereto shall pay all its own
                                         expenses in connection with this Agreement and the transactions contemplated hereby,
                                         including, without limitation, any legal and accounting fees, whether or not the transactions
                                         contemplated hereby are consummated. Buyer shall be responsible for and shall pay all
                                         applicable state and local sales, transfer, excise, value-added or other similar Taxes,
                                         and all recording and filing fees that may be imposed by reason of the Share Purchase
                                         (collectively, the “Transfer Taxes”). Each party agrees to
                                         cooperate with such other party in the timely completion, execution and filing of any
                                         documentation required by any local, state, federal or other Tax authority in connection
                                         with the Transfer Taxes, including any documentation as may be requested to establish
                                         an exemption from (or otherwise reduce) or make a report with respect to the Transfer
                                         Taxes.
	 	 	 
		(e)	Goods
                                         and Services Tax.



 





	 	 	(i)	In this Section 14(e), the expressions
    Input Tax Credit, Supply, Tax Invoice, Recipient and Taxable Supply have the meanings given
    to those expressions in the GST Act.
	 	 	 	 
	 	 	(ii)	With the exception of any amount payable
    under this Section 14(e), unless otherwise expressly stated, all amounts stated to be payable in this Agreement are exclusive
    of GST.
	 	 	 	 
	 	 	(iii)	If GST is imposed on any Supply made
    under or in accordance with this Agreement, the Recipient of the Taxable Supply must pay to the Supplier an additional amount
    equal to the GST payable on or for the Taxable Supply. Payment of the additional amount will be made at the same time as payment
    for the Taxable Supply is required to be made in accordance with this Agreement, subject to the provision of a Tax Invoice.
	 	 	 	 
	 	 	(iv)	If this Agreement requires a party to pay for, reimburse or
    contribute to any expense, loss, indemnity or outgoing (Reimbursable Expense) suffered or incurred by another party,
    the amount required to be paid, reimbursed or contributed by the first party will be the sum of:




 




    	35



    	 



    

 


		 	 	(1)	the
                                         amount of the Reimbursable Expense less the Input Tax Credits (if any) to which the other
                                         party is entitled in respect of the Reimbursable Expense; and
	 	 	 	 	 
		 	 	(2)	if
                                         the other party’s recovery from the first party is a Taxable Supply, any GST payable
                                         in respect of that Supply.



 


		(f)	Severability.
                                         In the event that any part of this Agreement is declared by any court or other judicial
                                         or administrative body to be null, void or unenforceable, said provision shall survive
                                         to the extent it is not so declared, and all of the other provisions of this Agreement
                                         shall remain in full force and effect.



 


		(g)	Notices.
                                         All notices, requests, demands and other communications under this Agreement shall be
                                         in writing and shall be deemed to have been duly given (i) on the date of service if
                                         served personally on the Party to whom notice is to be given, or (ii) on the day of delivery
                                         by Federal Express or similar overnight courier or the Express Mail service maintained
                                         by the U.S. Postal Service, to the Party as follows:



 


	If
    to Seller or any Principal Owner:  	 
	 	 
	 	NomadChoice
    Pty Limited trading as Flat Tummy Tea
	 	LVI
    330 Churchill Ave.
	 	Subiaco
    WA 6008 Australia
	 	 
	Copy
    to:	Steinepreis
    Paganin
	 	Level
    4, the Read Buildings
	 	16
    Milligan Street
	 	Perth,
    WA 6000 Australia
	 	  
	If
    to Buyer:	Synergy
    CHC Corp.
	 	865
    Spring Street
	 	Westbrook,
    ME 04092
	 	Attn:
    President
	 	 
	Copy
    to:	Wyrick
    Robbins Yates & Ponton LLP
	 	4101
    Lake Boone Trail, Suite 300
	 	Raleigh,
    North Carolina 27607
	 	Attention:
    W. David Mannheim


 


Any
Party may change its address for the purpose of this Section by giving the other Party written notice of its new address in the
manner set forth above.


 




    	36



    	 



    

 


		(h)	Amendments;
                                         Waivers. This Agreement may be amended or modified, and any of the terms, covenants,
                                         representations, warranties or conditions hereof may be waived, only by a written instrument
                                         executed by the Parties hereto, or in the case of a waiver, by the Party waiving compliance.
                                         Any waiver by any Party of any condition, or of the breach of any provision, term, covenant,
                                         representation or warranty contained in this Agreement, in any one or more instances,
                                         shall not be deemed to be nor construed as further or continuing waiver of any such condition,
                                         or of the breach of any other provision, term, covenant, representation or warranty of
                                         this Agreement.



 


		 	(i)	Public
                                         Announcements. Seller shall not make any public statement regarding this Agreement
                                         or the transactions contemplated herein without Buyer’s prior written approval.
                                         Buyer shall provide a copy of any public statement to Seller prior to the information
                                         being made public.
	 	 	 	 
		 	(ii)	Entire
                                         Agreement. This Agreement, the exhibits and schedules hereto contains the entire
                                         understanding between the Parties hereto with respect to the transactions contemplated
                                         hereby and thereby and supersede and replace all prior agreements and understandings,
                                         oral or written, with regard to such transactions. All schedules and exhibits hereto
                                         and any documents and instruments delivered pursuant to any provision hereof are expressly
                                         incorporated herein and made a part of this Agreement as fully as though completely set
                                         forth herein. This Agreement shall only be binding on the Parties hereto upon execution
                                         and delivery of this Agreement by each of the Parties.
	 	 	 	 
		 	(iii)	Parties
                                         in Interest. Nothing in this Agreement is intended to confer any rights or remedies
                                         under or by reason of this Agreement on any persons other than Seller and Buyer and their
                                         respective successors and permitted assigns. Nothing in this Agreement is intended to
                                         relieve or discharge the obligations or liability of any third persons to Seller or Buyer.
                                         No provision of this Agreement shall give any third persons any right as a third party
                                         beneficiary of this Agreement or provide any right of subrogation or Action over or against
                                         Seller or Buyer.
	 	 	 	 
		 	(iv)	Section
                                         and Paragraph Headings. The section and paragraph headings in this Agreement are
                                         for reference purposes only and shall not affect the meaning or interpretation of this
                                         Agreement.
	 	 	 	 
		 	(v)	Counterparts.
                                         This Agreement may be executed in counterparts and via .pdf, each of which shall be deemed
                                         an original, but all of which shall constitute the same instrument.
	 	 	 	 
		 	(vi)	Fulfillment
                                         of Obligations. Any obligation of any Party to any other Party under this Agreement,
                                         which obligation is performed, satisfied or fulfilled by an Affiliate of such Party,
                                         shall be deemed to have been performed, satisfied, or fulfilled by such Party.



 




    	37



    	 



    

 


		 	(vii)	Remedies.
                                         Except as expressly provided in this Agreement, any Person having any rights under any
                                         provision of this Agreement, including, without limitation, Section 8, shall be
                                         entitled to enforce such rights specifically (without posting a bond or other security),
                                         to require: (i) Seller and their respective Affiliates to account for and pay over to
                                         Buyer; and (ii) Buyer and its respective Affiliates to account for and pay over to Seller,
                                         all payments, profits, monies, accruals, increments or other benefits derived by such
                                         party by reason of any breach of any provision of this Agreement, to recover damages
                                         and to exercise all other rights granted by Laws. Except as expressly provided in this
                                         Agreement, all such rights and remedies shall be cumulative and non-exclusive, and may
                                         be exercised singularly or concurrently. The Parties acknowledge that any breach of this
                                         Agreement may cause substantial irreparable harm to the other Party. Therefore, this
                                         Agreement may be enforced in equity by specific performance, temporary restraining order
                                         and/or injunction. The rights to such equitable remedies shall be in addition to all
                                         other rights or remedies which a Party may have under this Agreement or under applicable
                                         law.
	 	 	 	 
		 	(viii)	Further
                                         Actions. In case at any time after the Closing any further action is necessary to
                                         carry out the purposes of this Agreement, each of the Parties shall take such further
                                         action (including the execution and delivery of such further instruments and documents)
                                         as any other Party reasonably may request, all at the sole cost and expense of the requesting
                                         Party (unless the requesting Party is entitled to indemnification therefore under Section
                                         12).



 


[Signature
page follows]


 




    	38



    	 



    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.


 


 


	EXECUTED
    by TPR INVESTMENTS

    PTY LIMITED

    ACN 128 396 654 AS TRUSTEE FOR

    THE POLMEAR FAMILY TRUST

    in accordance with section 127 of the

    Corporations Act 2001 (Cth):	)

    )

    )

    )	 


 


	/s/
    Tim Polmear	 
	Signature of director	 
	 	 
	Tim
    Polmear	 
	Name of director	 


 


*please
delete as applicable


 


	EXECUTED
    by NOMADCHOICE PTY

    LIMITED

    ACN 160 729 939

    in accordance with section 127 of the

    Corporations Act 2001 (Cth):	)

    )

    )

    )	 


 


	/s/
    Timothy Polmear	 
	Signature of director	 
	 	 
	Timothy
    Polmear	 
	Name of director	 


 


[Signature
Page to Stock Purchase Agreement]


 




    	 



    	 



    

 





	SIGNED
    by TIMOTHY POLMEAR

    in the presence of:	)

    )

    )	 
	 	 	 
	/s/
    Matthew Hawtin	 	/s/
    Timothy Polmear
	Signature of witness	 	Signature
	 	 	 
	Matthew
    Hawtin	 	 
	Name of witness	 	 


 


	SIGNED
    by REBECCA POLMEAR

    in the presence of:	)

    )

    )	 
	 	 	 
	/s/
    Matthew Hawtin	 	/s/
    Rebecca Polmear
	Signature of witness	 	Signature
	 	 	 
	Matthew
    Hawtin	 	 
	Name of witness	 	 


 


	 	SYNERGY
    CHC CORP.
	 	 	 
	 	By:	/s/
    Jack Ross
	 	Name:	Jack
    Ross
	 	Title:	Chief
    Executive Officer