Sterling Group Ventures Inc.: Exhibit 10.1






SHARE EXCHANGE AGREEMENT 

This SHARE EXCHANGE AGREEMENT
(“Agreement”) is made and entered effective as of the date and year last set
forth below by and between the persons listed on Schedule “B” hereto (the
“Seller”). Euroclub Holding Limited (“Euroclub”) of Flat 3, St. Francis
Building, Ball Street, St. Julians, STJ 3121, Malta and Sterling Group
Ventures Inc. (the "Buyer") of Suite 904 –1455 Howe Street, Vancouver, B.C.
V6Z 1C2 as Purchaser. 

WHEREAS, the Seller owns
an undivided interest in Euroclub and all ancillary assets of whatsoever nature
and kind associated with Euroclub including but not limited to all land,
buildings, fixtures, chattels, equipment and fittings used in connection
therewith and owned by the Seller and all documentation, consulting work,
computer programs, reports, financial information, business licenses, know how,
electronic and/or media virtual platforms, patents and/or copyrights and all
other assets of whatsoever nature and kind related to the properties and
operations all as more clearly defined in Schedule “A” attached (the "Business
Assets"). 

WHEREAS, the Seller
desires to sell, and the Buyer desires to purchase, Euroclub, all on the terms
and subject to the conditions set forth herein; 

NOW, THEREFORE,
in consideration of these premises, of the covenants and conditions herein, and
of other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 

Section 1.
Purchase and Sale of Euroclub. At the closing, for the
consideration specified herein, and on the terms and subject to the conditions
otherwise stated herein, the Seller shall sell, transfer and deliver to the
Buyer, and the Buyer shall, purchase, pay for and acquire from the Seller, up to
100% of the shares of Euroclub. It is of the essence of this Share Exchange
Agreement that Euroclub represents One Hundred (100%) Percent ownership of the
Seller in the Business Assets and corporate entities comprised therein and that
neither the Seller, nor any third party, is retaining any interest in the
Business Assets. The Buyer understands that at the date of signing hereof only
91.17% of the shares are available for sale. Should the transaction complete
with only 91.17%, any and all exchange consideration will be reduced pro rata.
In addition, the Buyer will undertake to raise $200,000 for Euroclub through a
private placement to be completed immediately after the closing. The Purchaser
will work together with the Seller to raise an additional financing after the
closing through the exercise of warrants or private placement or combination
thereof.

Section 2.
Purchase Price. The agreed upon purchase price for Euroclub is
the issuance upon closing to the Seller of 170,285,696 of the (then to be issued
and outstanding) common share capital of the Buyer together with 791,500 units,
each unit consisting of one of the (then to be issued and outstanding) Series
"A" preferred share capital and five of the (then to be issued and outstanding)
Series “E” warrants of the Buyer per common share issued pursuant to the terms
of the Series “A” preferred shares as described in Schedule “C” 


Other Shares 

If and to the extent that a Seller has any absolute, contingent, optional,
pre-emptive or other right to acquire shares in Euroclub’s capital, that Seller
shall be conclusively deemed, as and from Closing, to have transferred the same
to the Buyer to the fullest extent permitted by law, and to otherwise hold the
same in trust for and at the direction of the Buyer. Should for any reason the
Seller not be able to transfer and sell any portion of the shares in
Euroclub's capital stock then the Seller will have three weeks to arrange for
whatever shares it cannot sell, to become part of the sale and exchange
hereunder. If the Seller cannot arrange for the sale of 100% of Euroclub's
capital stock hereunder than it shall provide waivers from the non selling
shareholders of any rights they may have to purchase the shares that are being
sold. Should such waivers not be received and sent to Buyer than Seller may not
sell any shares of Euroclub's capital stock to third parties without Buyer's
express, written consent which consent shall be at Buyer's sole discretion. Upon
the effluxion of three weeks without the remaining shares of Euroclub becoming
part of the sale and share exchange hereunder, then Buyer shall have the right
to demand full repayment of any funding hereunder made by it to Euroclub or the
Sellers, upon written demand sent to the Sellers, Euroclub and/or the Sellers
shall have one month to repay the funds. 





Resale Restrictions

The Sellers acknowledge, agree
and confirm that the Buyer’s Shares issued to such Sellers as set forth below
shall be subject to certain resale restrictions within Canada and the United
States and that the Buyer's Shares have not been and will not be registered
under the United States Security Act of 1933, as amended or the securities laws
of any state and cannot be sold, transferred or otherwise disposed of in the
United States or to U.S. Persons except in transactions exempt from registration
under such laws. The Sellers further acknowledge, agree and
confirm that the certificates representing the Buyer’s Shares referred to in
Part 2 shall bear a legend to reflect the terms of this Agreement. 

Section 3.
Closing Date. Time is of the utmost essence in closing the
transactions contemplated hereunder. The closing shall take place on the earlier
of October 31, 2016 or the date upon which all closing documentation and
requirements have been completed (the “Closing Date”), at the offices of the
Buyer, or at such other time and place as the parties may mutually agree in
writing. 

Section 4.
Closing Exchange.

At the closing, the Seller shall
deliver to the Buyer, (free and clear of all liens, claims and debts, except for
the Big Stack Technology Inc. debt agreement) assignments, transfers, deeds,
quit claims, novation agreements, cancelled share certificates upon transfer,
new share certificates upon transfer, minute books, written approvals to this
transaction (where required) and any and all other documentation reasonably
required to transfer all right and interest in Euroclub Holding Limited from the
Seller to the Buyer and to confirm the consummation of the transactions
contemplated by this Agreement. 

Section 5.
Seller’s Representations and Warranties. Each of the parties
comprising the Seller jointly and severally represents and warrants to the Buyer
and agrees with it as follows: 

(a)     each
of the Sellers has due and sufficient right, power and authority to enter into
this Agreement on the terms and subject to the conditions herein set forth and
to collectively transfer the legal and beneficial title and ownership of the
Euroclub Shares to the Buyer free from all restrictions and claims or as
otherwise stated in this Agreement; 




(b)     the
Sellers and/or Euroclub have incurred no obligation or liability, contingent or
otherwise, for brokers; or finders’ fees in respect of the transactions
contemplated by this Agreement for which the Buyer or Euroclub will have any
obligation or liability whatsoever; 

(c)    
Euroclub is not indebted to the Sellers or any affiliate, or any director or
officer of Euroclub or any affiliate other than as disclosed in the Euroclub
Financial Statements, which Statements include a debt agreement with Big Stack
Technology Inc.; 

(d)     no
payments of any kind have been made or authorized since the date of the Closing
Financial Statements to or on behalf of the Sellers or to or on behalf of
officers, directors, shareholders or employees of Euroclub or under any
management agreements with Euroclub save and except in the ordinary course of
business and at the regular rates of salary or management fees payable to them
and as fully prior disclosed in writing to the Buyer; 

(e)     upon
the Closing, Buyer will have good, valid and marketable title to the Euroclub
Shares free and clear of all Encumbrances and of all rights of creditors under
applicable bulk sales, bankruptcy or insolvency legislation or of any trustee
appointed thereunder and none of Sellers will have any interest, legal or
beneficial, direct or indirect, in any of the Euroclub Shares; 

(f)     there
is no written or oral agreement, option, understanding or commitment or any
right or privilege capable of becoming an agreement, for the purchase of the
Euroclub Shares other than this Agreement. 

Section 6.
Representations and Warranties of Euroclub Officers. The Euroclub Officers
jointly and severally represent and warrant to Buyer that: 

	(a) 	
      Euroclub




	 	a) 	
      is a company incorporated, duly organized and validly
      existing as a company under the laws of Malta

	 	 	 
	 	b) 	
      is in good standing with respect to its filings of annual
      reports with Malta;

	 	 	 
	 	c) 	
      is duly qualified to do business and is in good standing
      in each jurisdiction in which the conduct of its business or the ownership
      or leasing of its assets makes such qualification necessary, except where
      failure to do so would not have a material adverse effect on the Business
      Assets, taken as a whole;

	 	 	 
	 	d) 	
      has the corporate power and authority to carry on the
      business carried on by it, to own, operate and lease its assets, to
      execute and deliver this Agreement, to complete all of the transactions
      contemplated hereby and to duly observe and perform all of its covenants
      and obligations herein set forth;

	 	 	 
	 	e) 	
      has not acquired any property from a person with whom it
      was not dealing at arm’s length for which fair market value was not paid;
      or

	 	 	 
	 	f) 	
      has not disposed of anything to a person with whom
      Euroclub was not dealing at arm's length for proceeds of not less than the
      fair market value thereof,








	 	g) 	
      has made all elections required to be made under any tax
      legislation having jurisdiction over the Sellers, Euroclub and/or its
      Business Assets in connection with any distributions by Euroclub and all
      such elections were true and correct;

	 	 	 
	 	h) 	
      none of the execution and delivery of this Agreement, the
      completion of the transactions contemplated hereby or thereby, or the
      observance and performance by Sellers of their covenants and obligations
      herein or therein set forth will:

	 	 	 
	 	i) 	
      conflict with, or result in a breach of, or violate any
      of the terms, conditions or provisions of the constating documents of
      Euroclub;

	 	 	 
	 	j) 	
      conflict with or result in a breach of or violate any of
      the terms, conditions or provisions of any law, judgment, order,
      injunction, decree, regulation or ruling of any court or governmental
      authority of Malta, the United States, Canada or any other country or any
      political subdivision thereof, including any governmental department,
      commission, bureau, board or administrative agency thereof to which
      Euroclub is subject;

	 	 	 
	 	k) 	
      give to any other person, after the giving of notice or
      otherwise, any right of termination, cancellation or acceleration in or
      with respect to any agreement, contract, lease, indenture, other
      instrument, commitment or indenture to which Euroclub is a party, is
      subject or derives benefit, other than under such agreements, contracts,
      leases, indentures, other instruments, commitments or indentures with
      respect to which all necessary consents, approvals, waivers and releases
      in respect of such rights of termination, cancellation or acceleration and
      referred to in this Agreement Euroclub is required, pursuant to the terms
      of this Agreement, to deliver to the Buyer on Closing; or

	 	 	 
	 	l) 	
      give to any government or governmental authority of
      Malta, the United States, Canada or any other country or any political
      subdivision thereof, including any governmental department, commission,
      bureau, board or administrative agency thereof any right of termination,
      cancellation or suspension of, or constitute a breach of, or result in a
      default under any permit, license, consent or authority and which is
      necessary or desirable in connection with the ownership by the Buyer of
      the Euroclub Shares or the conduct and operation of the Business Assets by
      the Buyer following Closing except for such breaches or defaults, if any,
      which, when taken together with any similar breach or default, would not
      have a material adverse effect singularly or in the aggregate on the
      ownership of the Euroclub Shares or the conduct and operation of the
      Business Assets by the Buyer following Closing;

	 	 	 
	 	m) 	
      all necessary corporate action on the part of the
      directors and shareholders of Euroclub has been taken to authorize and
      approve the execution and delivery of this Agreement, and any agreements,
      indentures or commitments to be entered into by Euroclub pursuant to this
      Agreement and the completion of the transactions contemplated herein or
      therein and the observance and performance by Sellers of their covenants
      and obligations contained herein or therein, and each of this Agreement
      and such other agreements constitutes a valid and binding obligation of,
      and which is enforceable against, Sellers;




	(b) 	
      no authorization, approval, order, licence, permit or
      consent of any governmental authority, regulatory body or court, of Malta,
      the United States, Canada or any other country or any political
      subdivision thereof, and no registration with, declaration or notice to or
      filing by Euroclub with any such governmental authority, regulatory body
  or court is required in order for Euroclub to: 









	 	a) 	
      incur the obligations expressed to be incurred by it in
      or pursuant to this Agreement;

	 	 	 
	 	b) 	
      execute and deliver all other documents and instruments
      to be delivered by it pursuant to this Agreement;

	 	 	 
	 	c) 	
      duly perform and observe the terms and provisions of this
      Agreement; or

	 	 	 
	 	d) 	
      render this Agreement, legal, valid, binding and
      enforceable against Sellers;

	 	 	 
	 	e) 	
      the corporate records of Euroclub, as required to be
      maintained by it, pursuant to the corporation laws under which it was
      incorporated, or under which it owns assets or carries on business are
      accurate, complete and up-to-date in all material respects;

	 	 	 
	 	f) 	
      the issued and outstanding capital of Euroclub consists
      of that number of shares as detailed in Schedule “B” and all such issued
      share capital has been duly and validly issued and is outstanding as fully
      paid and non-assessable;




	(c) 	
      except as disclosed and delivered to the Buyer, there are
      no shareholder agreements, proxies, pooling agreements, voting trust
      agreements or similar agreement among the Sellers with respect to the
      Euroclub Shares Euroclub and all necessary corporate actions and
      proceedings have been taken by each of them to authorize the execution and
      delivery of this Agreement and to perform all of their respective
      obligations hereunder;

	 	 
	(d) 	
      no person, firm or corporation has any agreement, option
      or right, present or future, contingent or absolute, or any right capable
      of becoming a right, agreement or option:

	 	 
	(e) 	
      to require Euroclub to issue any further or other shares
      in its capital or any other security convertible (except for the Big Stack
      Technology Inc. debt agreement allowing for up to $700,000 in debt to be
      converted) or exchangeable into shares in its capital or to convert or
      exchange any securities into or for shares in its capital; or

	 	 
	(f) 	
      for the issue or allotment of any of the authorized but
      unissued shares in the capital of Euroclub; or

	 	 
	(g) 	
      to require Euroclub to purchase, redeem or otherwise
      acquire any of the issued and outstanding shares in its capital;
  or

	 	 
	(h) 	
      to purchase or otherwise acquire any of the Euroclub
      Shares;

	 	 
	(i) 	
      Euroclub has no subsidiaries and has no agreement of any
      nature to acquire any subsidiaries or to acquire or lease any other
      business operations other than those already disclosed and will not, prior
      to the Closing Date, acquire, or agree to acquire, any subsidiary or
      business without the prior written consent of the;

	 	 
	(j) 	
      except as disclosed, Euroclub is not a partner or
      participant in any partnership, joint venture, profit-sharing arrangement
      or other association of any kind and is not party to any agreement under
      which Euroclub agrees to carry on any part of the Business Assets or any
      other activity in such manner or by which Euroclub agrees to share any
      revenue or profit with any other person;








	(k) 	
      Euroclub is not a party to or bound by any agreement
      which would restrict or limit its right to carry on any business or
      activity or to solicit business from any person or in any geographical
      area (except for an exclusive software license to Big Stack Technology
      Inc, for the USA market) or otherwise to conduct the Business Assets as
      Euroclub may determine. Euroclub is not subject to any legislation or any
      judgment, order or requirement of any court or government authority which
      is not of general application to persons carrying on a business similar to
      the Business Assets. To the best of the knowledge of the Euroclub
      Officers, there are no facts or circumstances which could materially
      adversely affect the ability of Euroclub to continue to operate the
      Business Assets as presently conducted following the completion of the
      transactions contemplated by this Agreement;

	 	 
	(l) 	
      except as disclosed, agreements to which Euroclub is a
      party or by which it is bound under which the right to manufacture, use or
      market any product, service, technology, information, data, computer
      hardware or software or other property has been granted, licensed or
      otherwise provided to Euroclub or by Euroclub to any other person, or
      under which Euroclub has been appointed or any person has been appointed
      by Euroclub as an agent, distributor, licensee or franchisee for any of
      the foregoing has been provided to the Buyer and all are complete and
      correct copies.

	 	 
	(m) 	
      None of the agreements grant to any person any authority
      to incur any liability or obligation or to enter into any agreement on
      behalf of Euroclub;

	 	 
	(n) 	
      except as disclosed, Euroclub has good, valid and
      marketable title to the Business Assets free and clear of all Encumbrances
      and rights of creditors under applicable bulk sales, bankruptcy or
      insolvency legislation or any trustee appointed thereunder and in respect
      of the Business Assets which are contracts and leases, Euroclub has good
      and valid title to such contracts and leases;

	 	 
	(o) 	
      with respect to each Euroclub Contracts:

	 	 
	(p) 	
      each is a valid and subsisting contract, in full force
      and effect and is binding on the parties thereto;

	 	 
	(q) 	
      to the knowledge of the Euroclub Officers, there is no
      outstanding material dispute or potential or impending material dispute
      under any Euroclub Contract or any reason or ground whatsoever for the
      parties to Euroclub Contracts to terminate such Euroclub Contracts by
      reason of Euroclub entering into this Agreement or otherwise;

	 	 
	(r) 	
      the payments reserved under each Euroclub Contract have
      not been demanded, collected, accepted or paid in advance of the time for
      payment thereof save and except any advance payment received from
      customers which are categorized as deferred revenue in the Euroclub
      Financial Statements; and

	 	 
	(s) 	
      the Euroclub Contracts and contracts with those employees
      referred to in this Agreement are all of the agreements, contracts,
      leases, indentures, other instruments or commitments which Euroclub has
      entered into or will enter into on the Closing Date in connection with the
      Business Assets and which are material to the Business Assets;

	 	 
	(t) 	
      the Assets constitute all of the property and assets
      necessary for the conduct of the Euroclub business as it is currently
      being conducted;








	(u) 	
      Euroclub now holds all permits, licences, consents and
      authorities issued by any government or governmental authority of Malta,
      the United States of America, Canada or any other country or any State
      thereof, or any political subdivision thereof, including, without
      limitation, any governmental department, commission, bureau, board, or
      administrative agency, which are necessary or desirable in connection with
      the ownership of the Business Assets and the conduct and operation of
      Euroclub's business and Euroclub is not in breach of or default under any
      term or condition of any thereof except for such breaches or defaults, if
      any, which, when taken together with any similar breach or default, would
      not have a material adverse effect singularly or in the aggregate on the
      ownership of the Business Assets or the conduct and operation of
      Euroclub's business by the Buyer following Closing;

	 	 
	(v) 	
      there is no outstanding work relating to the Business
      Assets required by any federal, provincial, regional, municipal or local
      authority bearing jurisdiction or any matters under discussion with any
      such authority relating to such work;

	 	 
	(w) 	
      there is no commitment for any capital expenditure out of
      the ordinary course of business and in any event there is no capital
      expenditure for which the Buyer may be liable upon transfer of the
      Euroclub Shares to the Buyer as contemplated by this Agreement;

	 	 
	(x) 	
      since inception, Euroclub has carried on Euroclub's
      business and conducted its operations and affairs only in the ordinary and
      normal course, consistent with past practice, and except as contemplated
      by or pursuant to this Agreement:




	 	a) 	
      there has been no change in the affairs, business,
      operations or condition of the Business Assets or the Euroclub business,
      financial or otherwise, whether arising as a result of any legislative or
      regulatory change, revocation of any licence or right to do business,
      fire, explosion, accident, casualty, labour trouble, flood, drought, riot,
      storm, condemnation, act of God, public force or otherwise, except changes
      occurring in the ordinary course of business and which changes have not
      materially and adversely affected the Business Assets or the Euroclub
      business;

	 	 	 
	 	b) 	
      except as disclosed, there has not been any material
      obligation or liability (whether absolute, accrued, contingent or
      otherwise, and whether due or to become due) incurred by Euroclub, other
      than in the ordinary and normal course of the Euroclub business or as
      disclosed in the financial statements;

	 	 	 
	 	c) 	
      except as disclosed, there has not been any licence,
      sale, assignment, transfer, disposition, pledge, mortgage or granting of a
      security interest or other Encumbrance on or over any property or assets
      of Euroclub, other than in the ordinary and normal course of the Euroclub
      business;

	 	 	 
	 	d) 	
      there has not been any proceeding taken by or on behalf
      of Euroclub to authorize any of the matters referred to above in this
      Agreement




	(y) 	
      the Euroclub Financial Statements have been prepared in
      accordance with IFRS, the balance sheet contained therein present the
      financial condition of Euroclub as at the date thereof and the statements
      of income and retained earnings contained in the Euroclub Financial
      Statements present fairly the results of operations of Euroclub for the
      periods covered thereby;








	(z) 	
      on the Closing Date, Euroclub will have delivered to the
      Buyer the Closing Financial Statements;




	(aa) 	
      Euroclub has duly and timely filed all tax returns
      required to be filed by it and has paid all income taxes, corporation
      capital taxes, social services taxes, federal sales taxes, excise taxes,
      business and property taxes and all other rates, charges, levies, duties,
      fees, assessments and re- assessments and all other taxes, governmental
      charges, penalties, interest and fines due and payable to any level of
      government by it on or before the date hereof; that the federal and
      provincial tax liabilities of Euroclub have been reviewed and determined
      by the relevant national authorities and by the relevant state authorities
      for all fiscal years up to and including the fiscal year ended 2015; that
      adequate provision has been duly made for taxes payable for the current
      period and for the fiscal year ended 2016, for which tax returns are not
      yet required to be filed; there are no agreements, waivers or other
      arrangements providing for an extension of time with respect to the filing
      of any tax return by, or payment of a tax, governmental charge or
      deficiency against Euroclub; that there are no actions, suits,
      proceedings, investigations or claims now pending or, to the best of the
      Euroclub Officers knowledge, threatened against Euroclub in respect of
      taxes, governmental charges or assessments, or any matters under
      discussion with any governmental authority relating to taxes, governmental
      charge or assessments asserted by any such authority; that Euroclub has
      withheld from each payment made to any of its officers, directors and
      employees, the amount of all taxes, including but not limited to income
      tax, and other deductions required to be withheld therefrom and has paid
      the same to the proper tax or other receiving officer within the time
      required under any applicable tax legislation;




	(bb) 	to the best of the knowledge of Euroclub
      Officers, there are no grounds which would prompt an assessment or
      reassessment by any taxing authority, which relate to or affect Euroclub;
    



	
      (cc) 
	
      all accounts receivable recorded on the books of Euroclub
      except for those that have been specifically provided for in the books of
      the Euroclub are bona fide and good and, subject to the allowance for
      doubtful account reflected in the Closing Financial Statements,
      collectable without set-off or
counterclaim;Assets




	
      (dd) 
	
      there is no collective bargaining agreement or
      certification affecting any employees in respect of the Business Assets
      and there is no other contract or agreement under which the Buyer may
      become liable to provide benefits to any of the employees except as
      disclosed herein; 




	(ee) 	
      there is no labour disturbance, grievance, dispute,
      arbitration or strike involving any employee of the Business Assets
      existing, pending, or to the best of the knowledge of the Euroclub
      Officers, threatened;




	
      (ff) 
	
      except as disclosed, there are no liabilities, contingent
      or otherwise, of any kind whatsoever relating to the Business Assets or
      the Euroclub business arising out of any matter or circumstance existing
      before Closing Date, whether or not accrued and whether or not determined
      or determinable, in respect of which Euroclub may become liable after the
      Closing, except those liabilities:




	(gg) 	disclosed or reflected in the Euroclub
      Financial Statements; and (ii) incurred by Euroclub in the normal and
      ordinary course of business since December 31, 2015;




	(hh) 	
      the trade names and trade marks and all copyrights
      (registered or unregistered), industrial designs (registered or unregistered), inventories, patents,
franchises and licenses presently in use in connection with carrying on the
Business Assets and the Euroclub business are beneficially owned or licensed by
Euroclub, as the case may be, with the sole and exclusive right to use the same
in connection with the Business Assets and Euroclub Officers are not aware of
any challenge to any such rights or any action or threat of action by any Person
for infringement; 









	
      (ii) 
	
      all books and records provided by Euroclub pursuant to
      this Agreement fairly and correctly set out and disclose in all material
      respects the financial position of the Business Assets to date and all
      material financial transactions relating to the Business Assets and all of
      such information has been accurately recorded in all material respects;
      

	
      
	
       

	
      (jj) 
	
      all information set out in the Schedules to this
      Agreement is accurate and correct in all material reports; 

	
      
	
       

	
      (kk) 
	
      Euroclub does not carry on any business other than the
      Business Assets and Euroclub has no liability or obligation direct or
      indirect contingent or otherwise to any Person other than in connection
      with such Business Assets; 

	
      
	
       

	
      (ll) 
	
      except as disclosed, Euroclub has no loans or
      indebtedness outstanding which have been made to directors, former
      directors, officers, shareholders and/or employees of Euroclub or to any
      person or corporation not dealing at arm’s length (as such term is
      construed under the U.S. Tax Act) with any of the foregoing; 

	
      
	
       

	
      (mm) 
	
      all certificates of Euroclub delivered to the Buyer and
      its representatives pursuant to this Agreement, and the information
      contained in each, will be determined to be part of the representations
      and warranties of the Euroclub Officers contained in this Agreement;
    

	
      
	
       

	
      (nn) 
	
      except as described in the Euroclub Contracts, there are
      no outstanding warranties, contracts or other obligations with or to
      customers or other users of the products of the Business Assets and
      Euroclub is not required to provide any bonding or other financial
      security arrangements in connection with any transactions with any of its
      customers or suppliers relating to the Business Assets, whether or not in
      the ordinary course of business; 

	
      
	
       

	
      (oo) 
	
      the list of Current Liabilities as set out in the
      Financial Statements are true, complete and correct in all material
      respects and accurately sets out all current liabilities of Euroclub at
      the Closing Date; 

	
      
	
       

	
      (pp) 
	
      from December 31, 2015, to the date hereof Euroclub has
      not sold or disposed of any material Equipment of Euroclub 

	
      
	
       

	
      (qq) 
	
      to the best of the knowledge of the Euroclub Officers,
      there are no such actions, suits, or proceedings pending or threatened
      against or affecting Euroclub or any of the Business Assets, at law or in
      equity or before or by any federal, provincial or municipal or other
      governmental department authority, court, commission, board, bureau,
      agency or instrumentality or officer, domestic or foreign, or by or before
      any arbitrator or arbitration board. To the best of the knowledge of the
      Sellers, there is no ground on which any such action, suit or proceeding
      might be commenced with any reasonable likelihood of success. In
      particular, there are no warranty claims or product liability claims
      pending or, to the best of the knowledge of the Sellers, threatened,
      against Euroclub, and there is no ground upon which any such claims might
  be made with any reasonable likelihood of success; and









	(rr) 	
      on Closing and thereafter no Person will be able to
      successfully enforce any claim against Euroclub or the Business Assets
      under any bankruptcy, fraudulent preference or fraudulent conveyance
      legislation by virtue of or arising out of the transactions contemplated
      by this Agreement and not by virtue of nor arising as a consequence of the
      financial position of Euroclub.



Section 7.  Representations and Warranties of Intellectual Property.



The Euroclub Officers jointly and
severally represent and warrant to the Buyer that: 

(a)    
  except as disclosed, Euroclub has good and valid title to all of the
  intellectual property included in the Business Assets, free and clear of any and
  all Encumbrances, except in the case of any intellectual property licensed to
  Euroclub and complete and correct copies of all agreements whereby any rights in
  any of the intellectual property have been granted or licensed to Euroclub have
  been provided to the Buyer. No royalty or other fee is required to be paid by
  Euroclub to any other person in respect of the use of any of theintellectual property except as provided in such agreements delivered
  to the Buyer. Euroclub has the exclusive right to use all of the intellectual
  property and has not granted any license or other rights to any other person in
  respect of such intellectual property. Complete and correct
  copies of all agreements whereby any rights in any of the intellectual property
  have been granted or licensed by Euroclub to any other person have been provided
to the Buyer; 

(b)    
  except as disclosed, there are no restrictions on the ability of Euroclub or any
  successor to or assignee from Euroclub to use and exploit all rights in the
  intellectual property. All statements contained in all applications for
  registration of the intellectual property were true and correct as of the date
  of such applications. Each of the trade marks and trade names included in the
  intellectual property is in use. None of the rights of Euroclub in the
  intellectual property will be impaired or affected in any way by the
transactions contemplated by this Agreement; 

Section
8. Covenants of Sellers 


Sellers covenant to and agree
with Buyer as follows: 

	(a) 	
      upon Closing, and as may be reasonably requested
      thereafter, Sellers will do and execute, or cause and procure to be made,
      done and executed, all such further acts, deeds or assurances as may be
      reasonably required by Buyer whether for more effectually and completely
      vesting in the Buyer the interest in the Euroclub Shares being hereby
      conveyed or transferred in accordance with the terms hereof or for the
      purpose of registration or otherwise;

	 	 
	(b) 	
      as soon as Sellers have determined that a state of facts
      may exist which may result in:




	 	a) 	
      a representation or warranty contained in this Agreement
      being untrue or incomplete at the Closing; or








	 	b) 	
      any breach of a closing condition;

	 	 	 
	 	c) 	
      it will bring such state of facts to the attention of the
      Buyer;




	(c) 	
      Sellers will diligently take all reasonable steps
      required to obtain, before Closing, all necessary releases, waivers,
      consents and approvals as may be required to validly and effectively
      transfer control of Euroclub and the Euroclub Shares to Purchaser pursuant
      to the terms of this Agreement, including:




	 	a) 	
      such written consents and approvals as may be required
      under the Euroclub Contracts and agreements with respect to the
      intellectual property;

	 	 	 
	 	b) 	
      and all such releases, waivers, consents and approvals
      will be in a form, and upon such terms, as will be reasonably acceptable
      to both Euroclub’s Counsel and Buyer’s
Counsel;




	(d) 	
      the Sellers will not in any way damage or harm the
      goodwill of Euroclub through the making of any representations or other
      disclosures to third parties regarding Euroclub, its business and affairs,
      unless required to do so by law or as permitted, in writing, by Buyer;
      and

	 	 
	(e) 	
      Euroclub Officers covenant to and agree with Buyer as
      follows:




	 	a) 	
      on or before the Closing Date, Euroclub will deliver the
      Closing Financial Statements to the Buyer;

	 	 	 
	 	b) 	
      that between the date hereof and the Closing Date,
      Euroclub will maintain in full force and effect all policies and contracts
      of insurance which are now in effect under which any of its Business
      Assets are insured in all relevant
jurisdictions;



Section 9. Representations and Warranties by the Buyer. The Buyer
represents and warrants to the Seller and agrees with it as follows:


	 	(a) 	
      Qualification to Purchase. The Buyer is qualified
      to purchase Euroclub and to own and operate, the Business Assets. To the
      Buyer’s knowledge there is no impediment to the consummation by the Buyer
      of the transactions contemplated under this Agreement,

	 	 	 
	 	(b) 	
      (b) Disclosure.  No representation or
      warranty by the Buyer in this Agreement, nor any statement or certificate
      furnished or to be furnished to the Seller, pursuant hereto, or in
      connection with the transactions contemplated hereby, contains or will
      contain any untrue statement of a material fact, or omits or will omit to
      state a material fact necessary to make the statements contained herein or
      therein not misleading.




(c)     This
  Agreement constitutes the legal, valid, and binding obligation of the Buyer
  enforceable against the Buyer in accordance with its terms. The execution,
  delivery, and performance by the Buyer of this Agreement does not and will not
  violate the corporate charter or bylaws of the Buyer, or any law, order, decree,
  rule, or regulation applicable to the Buyer, or any contract, license, or other agreement or instrument to which the Buyer is a party
  or by which it may be bound. 






(d)     There
  are no actions, suits, or proceedings (including, without limitation,
  administrative proceedings or orders) pending or to the knowledge of the Buyer
  threatened against or affecting the Buyer other than those disclosed to the
  Seller, at law or in equity, before or by any governmental authority, and to the
  best of the Buyer ’s knowledge, after due inquiry of its owners, employees and
  agents, if any, they are not in default with respect to any order, writ,
  injunction, decree, or demand of any court or governmental authority. 

(f)     Buyer
  agrees to the appointment of certain third parties (to be discussed) to its
  Board of Directors after closing of the transaction set up in this agreement.



Section 10.
  

  Buyer’s Conditions Precedent to Closing.The obligations of Buyer
  to consummate this Agreement shall be subject to each of the following
conditions precedent, unless expressly waived by the Buyer at the closing: 

(a) The Board of Directors of Seller
  shall have approved this Agreement and the further transactions and agreements
contemplated hereunder. 

(b) Seller shall have obtained all
  necessary governmental and regulatory approvals to consummate the transactions
  contemplated hereunder (except where this agreement states otherwise and
utilizes an escrow arrangement). 

(c) The representations, warranties and
  agreements made by the Seller herein shall be true, correct and complete at the
  closing, and Seller shall have performed, satisfied and complied with all
  covenants, agreements and conditions required to be performed or complied with
by them at or before closing. 

(d) The Buyer shall have accepted and
  agreed to the financial information relating to Euroclub Holding Limited updated
  to closing and delivered to the Buyer prior to closing and shall have accepted
as satisfactory. 


Section 11.
  Seller’s Conditions Precedent to Closing. The obligations of
  Seller to consummate this Agreement shall be subject to the following conditions
precedent, unless expressly waived by the Seller at the closing: 

(a) The Board of Directors of the
  Buyer shall have approved this Agreement and the further transactions and
agreements contemplated hereunder. 

(b) Buyer shall have obtained all
  necessary regulatory approvals, if any, to consummate the transactions
contemplated hereunder. 

(c) The representations,
  warranties and agreements made by the Buyer herein shall be true, correct and
  complete at the closing, and Buyer shall have performed, satisfied and complied
  with all covenants, agreements and conditions required to be performed or
complied with by it at or before closing. 

(d) The Sellers shall have
  accepted and agreed to the information disclosed in the 10-Q filed with the SEC
  on Oct. 14, 2016 relating to the Buyer and delivered to the Sellers prior to closing and shall have accepted as satisfactory.





Section 12. Indemnification by Seller.


	 	(a) 	
      Subject to the provisions of Section 20, in the event
      that the transactions contemplated hereby are completed at the Closing,
      the Sellers agree to indemnify and hold each of the, Buyer its employees,
      officers, directors and agents harmless from and against any and all
      claims, demands, actions, causes of action, liabilities, obligations,
      damages, costs, fines, penalties or expenses of whatever kind or nature,
      including lawyers’ costs on a solicitor and client basis and accountants’
      fees and expenses, court costs and all other all out-of-pocket expenses,
      relating to, arising out of or in any way connected
with:




	 	(i) 	
      the breach of any warranty or the inaccuracy of any
      representation of Sellers contained or referred to in this Agreement or in
      any agreement, instrument or document by or on behalf of the Sellers in
      connection therewith, subject to the time limitations set forth in Section
      20 and

	 	 	 
	 	(ii) 	
      the breach of any obligation, covenant or agreement of
      the Sellers contained in this Agreement, subject only to applicable
      limitation periods imposed by law.



Section 13. 
Indemnification by the Buyer. 


	 	(a) 	
      Subject to the provisions of Section 21, in the event
      that the transactions contemplated hereby are completed at the Closing,
      the Buyer agrees to indemnify and hold the Sellers and its employees,
      officers, directors and agents harmless from and against any and all
      claims, demands, actions, causes of action, liabilities, obligations,
      damages, costs, fines, penalties or expenses of whatever kind or nature,
      including lawyers’ costs on a solicitor and client basis and accountants’
      fees and expenses, court costs and all out-of-pocket expenses, relating
      to, arising out of or in any way connected
with:




	 	(i) 	
      the breach of any warranty or the inaccuracy of any
      representation of the Buyer contained in this Agreement subject to the
      time limitations set forth in Section 21 and

	 	 	 
	 	(ii) 	
      the breach of any obligation, covenant or agreement of
      the Buyer contained in any other provision of this Agreement subject only
      to applicable limitation periods imposed by
law.



Section 14.
Investigations. 


	 	(a) 	
      Between the date hereof and the Closing Date, Sellers
      will, during normal business hours:








	 	
      (i) 
	
      provide to the officers, employees, representatives and
      professional advisors of Buyer access to the Land and Buildings and to all
      the books and records of Euroclub and any affiliate thereof; 

	 	
      
	
       

	 	
      (ii) 
	
      permit all such persons, or cause all such persons to be
      permitted, to examine the Business Assets as to their construction,
      maintenance, operating condition and compliance with the description set
      out in the Schedules to this Agreement and the representations and
      warranties herein; and 

	 	
      
	
       

	 	
      (iii) 
	
      co-operate in every way with Buyer and such persons in
      order to enable Buyer to complete a full and thorough examination and
      verification of such physical assets and books and records before the
      Closing Date; 



provided that Buyer will use reasonable
  efforts to ensure that all such persons are governed by confidentiality
restrictions similar to those governing Buyer. 

	 	(b) 	
      In carrying out such examination and verification, Buyer
      and such persons will cause as little interference as possible with the
      operations of Euroclub.

	 	 	 
	 	(c) 	
      Such examination and verification will, notwithstanding
      the conduct thereof, in no way affect or limit the scope and extent of the
      representations, warranties and covenants set out in this
  Agreement.



Section 15. Further Assurances. 

Should any property or right intended
  to be transferred hereunder not be transferred to Buyer on Closing, Sellers will
  hold such property or right as bare trustee in trust for and at the sole cost of
  Buyer from the Closing Date until such property or right is effectually
transferred. 

Section 16.
Conditions for Buyer’s Benefit. 


	 	(a) 	
      The obligations of Buyer under this Agreement will be
      subject to the satisfaction at the Closing of the following
    conditions:




	 	(i) 	
      Sellers deliver to Buyer the documents required to be
      delivered pursuant to this Agreement;

	 	 	 
	 	(ii) 	
      Sellers perform and satisfy, or cause to be performed and
      satisfied, in all material respects all of the covenants and conditions
      required by this Agreement to be performed or satisfied by them on or
      before the Closing Date;

	 	 	 
	 	(iii) 	
      since the date of the Closing Financial Statements, no
      event has occurred or condition or state of facts of any character has
      arisen which has had a material adverse effect upon the Business
    Assets








	 	(iv) 	
      no injunction or restraining order of a court or
      administrative or regulatory tribunal or authority of competent
      jurisdiction or otherwise, is in effect prohibiting the transactions
      between the parties contemplated hereby and no action or proceeding is
      pending before any such court or administrative tribunal to restrain or
      prohibit the transactions contemplated hereby;

	 	 	 
	 	(v) 	
      the representations and warranties made herein by
      Sellers, except as otherwise provided in this Agreement, are true and
      correct in all material respects on and as of the Closing Date with the
      same effect as though such representations and warranties had been made on
      and as of the Closing Date except in so far as such representations and
      warranties are given as of a particular date or period;

	 	 	 
	 	(vi) 	
      If one or more of the conditions set forth is not
      satisfied, Buyer will be entitled forthwith to terminate this Agreement
      without liability or expense of Buyer to
Sellers.



Section 17. Conditions for Sellers’s Benefit. 


	(a) 	
      The obligations of Sellers under this Agreement will be
      subject to the satisfaction at the Closing of the following
    conditions:




	 	a) 	
      Buyer delivers to Sellers the documents required to be
      delivered pursuant to this Agreement;

	 	 	 
	 	b) 	
      no injunction or restraining order of a court or
      administrative or regulatory tribunal or authority of competent
      jurisdiction is in effect prohibiting the transactions between the parties
      contemplated hereby and no action or proceeding is pending before any such
      court or administrative tribunal to restrain or prohibit the transactions
      contemplated hereby;

	 	 	 
	 	c) 	
      the representations and warranties made herein by Buyer
      are true and correct on and as of the Closing Date with the same effect as
      though such representations and warranties had been made on and as of the
      Closing Date except in so far as such representations and warranties are
      given as of a particular date or period;

	 	 	 
	 	d) 	
      Buyer performs and satisfy, or cause to be performed and
      satisfied, in all material respects all of the covenants and conditions
      required by this Agreement to be performed or satisfied by it on or before
      the Closing Date;

	 	 	 
	 	e) 	
      since October 31, 2016, no event has occurred or
      condition or state of facts of any character has arisen which has had a
      material adverse effect upon the assets or business of Buyer and its
      subsidiaries on a consolidated basis.

	 	 	 
	 	f) 	
      If one or more of the above conditions set forth is not
      satisfied, Sellers will be entitled forthwith to terminate this Agreement
      without liability or expense of Sellers to
Buyer.








Section 18. Conditions for Mutual Benefit.




	 	(a) 	
      The obligations of each of the parties under this
      Agreement will be subject to the satisfaction at Closing of the following
      conditions:




	 	(vii) 	
      the receipt of all necessary approvals and consents of
      the transactions contemplated in this Agreement; and

	 	 	 
	 	(viii) 	
      the parties using their best efforts to obtain the
      necessary release of all personal guarantees of the Sellers made on behalf
      of Euroclub in third party agreements.




	 	(b) 	
      If the above condition set forth is not satisfied, any of
      Buyer or Sellers will be entitled forthwith to terminate this Agreement
      without that liability or expense of such party to the
  others.



Section 19. Concurrent
Requirements 


At the Closing, each of the
  parties hereto will deliver to the other such documents and make such payments
  of money as are required by the terms of this Agreement to be delivered or paid
  at the time of Closing and all matters of delivery of documents and payment of
  money by the parties hereto pursuant of this Agreement and the registration of
  all appropriate documents in all appropriate public offices of registration will
  be deemed to be concurrent requirements such that nothing is deemed to be
  completed until everything has been paid, delivered and registered with respect
to the purchase and sale contemplated herein. 

Section 20. Survival of
Representations and Warranties of
Sellers








	 	(a) 	
      The representations and warranties made by the Sellers
      and contained in this Agreement, or contained in any document or
      certificate given in order to carry out the transactions contemplated
      hereby, will survive the closing of the purchase of the Euroclub Shares
      provided for herein and, notwithstanding such closing or any investigation
      made by or on behalf of the Buyer or any other person or any knowledge of
      the Buyer or any person, shall continue in full force and effect for the
      benefit of the Purchaser, subject to the following provisions of this
      section:




	 	(i) 	
      Except as provided in (b) and (c) of this section, no
      warranty claim may be made or brought by the Buyer after the date which is
      two years following the Closing Date;

	 	 	 
	 	(ii) 	
      Any warranty claim which is based or relates to the tax
      liability of Euroclub for a particular taxation year may be made or
      brought by the Buyer at any time prior to the expiration of the period (if
      any) during which an assessment, reassessment or other form of recognized
      document assessing liability for tax, interest or penalties in respect of
      such taxation year under applicable tax legislation could be issued,
      assuming that Euroclub does not file any waiver or similar document
      extending such period as otherwise determined; and

	 	 	 
	 	(iii) 	
      Any warranty claim which is based upon or relates to the
      title to the Euroclub Shares or which is based upon intentional
      misrepresentation or fraud by the Sellers may be made or brought by the
      Buyer at any time.




After the expiration of the period of
time referred to in (a) of this section, the Sellers will be released from all
obligations and liabilities in respect of the representations and warranties
made by the Sellers and contained in this Agreement or in any document or
certificate given in order to carry out the transactions contemplated hereby,
except with respect to any warranty claim made by the Buyer in writing prior to
the expiration of such period and subject to the rights of the Buyer to make any
claim permitted by (b) and or (c) of this section. 

Section 21. Survival
of Representations and Warranties of Buyer. 

The representations and warranties made
by the Buyer and contained in this Agreement or contained in any document or
certificate given in order to carry out the transactions contemplated hereby
will survive the closing of the purchase and sale of the Euroclub Shares
provided for herein and, notwithstanding such closing or any investigation made
by or on behalf of the Sellers or any other person or any knowledge of the
Sellers or any other person, shall continue in full force and effect for the
benefit of the Sellers; provided that no warranty claim may be made or brought
by the Sellers after the date which is two years following the Closing Date.


Section 22. Interim
Period. 


Subject to Closing, the transfer of possession of the Euroclub
Shares from the Sellers to the Buyer shall be deemed to take effect as of the
Closing Date. During the period between the Effective Date and the Closing (the
“Interim Period”) the Assets shall be held and the Business shall be carried on,
managed and operated by the Sellers in the ordinary course of business
(except as may be otherwise provided in this Agreement) for the account of the
Buyer. The Sellers covenants and agrees that it shall carry on, manage and
operate the Business Assets in accordance with the provisions of this Agreement
and that all acts and proceedings taken by the Sellers in the carrying on,
management and operation of the Business Assets from the date hereof to the
Closing shall be subject to the prior approval of the Buyer, which approval
shall not be unreasonably withheld. 






Section 23. Dispute
Resolution 


	 	(a) 	
      If Sellers and Pruchaser do not agree as to any of the
      matters which, if no agreement is reached upon them, are by the provisions
      hereof to be determined by arbitration, or if any provisions of this
      Agreement specifically refer issues or disputes to arbitration hereunder,
      any such disagreement, issue or dispute shall, except as hereinafter
      provided, be determined and resolved by arbitration pursuant to the
      provisions of the Commercial Arbitration Act of British
  Columbia.




	 	(i) 	
      The following provisions shall govern any arbitration
      hereunder:




	 	A. 	
      the reference to arbitration shall be to a single
      arbitrator, or if the parties are unable to agree to a single arbitrator
      within 7 days from the reference to arbitration, then the reference shall
      be to three arbitrators, one of whom shall be chosen by Sellers, one by
      Buyer, and the third by the two so chosen, and the third arbitrator so
      chosen shall be the chairman;

	 	 	 
	 	B. 	
      the award shall be unanimous or made by the majority of
      the arbitrators;

	 	 	 
	 	C. 	
      the arbitrators shall make their award in writing within
      2 months after the appointment of the last of them;

	 	 	 
	 	D. 	
      the arbitrators may, if they think fit, on application of
      either Sellers or Buyer, make an order that, prior to commencement of any
      hearings on the reference, the parties shall be entitled to discovery of
      witnesses under oath and/or production and discovery of
  documents;

	 	 	 
	 	E. 	
      Sellers and Buyer and persons, corporations and other
      legal entities claiming through them will give evidence by way of
      affidavit and the parties will submit to cross examination under oath,
      submit to be cross examined under oath by the arbitrators and counsel for
      the other parties on the matter in dispute as well as by the other party
      to this Agreement or its legal representatives and shall, subject to the
      said Commercial Arbitration Act, produce before the arbitrators all
      records within their possession or power which may be called for, and do
      all other things which during the proceedings on the reference the
      arbitrators may require;

	 	 	 
	 	F. 	
      the witnesses on the reference will give evidence by
      affidavit and will submit to cross examination under
  oath;








	 	G. 	
      the award shall be final and binding on Sellers and Buyer
      and the persons, corporations and other legal entities claiming through
      them; and




	 	(ii) 	
      the costs of the reference award shall be borne as
      follows:




	 	A. 	
      Sellers and Buyer shall each bear their own costs of the
      reference and award including the fees and expenses of the arbitrator
      appointed by each respectively, and

	 	 	 
	 	B. 	
      the fees and expenses of a single arbitrator or the third
      arbitrator shall be shared equally by Sellers and
Buyer.




	 	(b) 	
      The parties agree that with respect to any amendment to
      the said Commercial Arbitration Act which makes provision that there shall
      be incorporated in any submission any provision not herein contained, such
      provision shall not be part of such submission to arbitration hereunder
      unless the parties hereto shall in writing expressly agree to the
      incorporation of such provision herein.



Section 24. Miscellaneous. 

(a) Time of the Essence.
Time is of the essence in the performance of all of the terms and conditions of
this Agreement. 

(b) Benefit. This
Agreement shall be binding upon, and inure to the benefit of, the respective
legal representatives, successors, and assigns of the parties, and not to any
other party. 

(c) Notices. All notices,
requests, demands, and other communications hereunder shall be in writing, and
shall be deemed to have been duly given if delivered or mailed first class,
postage prepaid, as follows: 

(i) If to
Buyer, at the address shown in this Agreement, or such other address as may be
subsequently provided by the Buyer to the Seller hereto; 

 (ii) If to
Seller, at the address shown in this Agreement or such other address as may be
subsequently provided by such Seller to the other parties hereto; and 

 (iii) If to
the Company, at the address shown in this Agreement, or such other address as
may be subsequently provided by the Company to the other parties;

(d) Governing Law. This
Agreement has been executed in the Province of British Columbia and shall be
construed in accordance with the laws of such province. It is understood and
acknowledged that any laws relating directly to the Business Assets will be
construed in accordance with the laws of those jurisdictions. 

(e) Interpretation. This
negotiated Agreement has been drafted by both parties. Any ambiguity in this
Agreement shall be resolved in accordance with its fair meaning and neither for
nor against any party on the basis of authorship. 




(f) Counterparts. This
Agreement may be executed in two or more original or facsimile counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument. 

(g) Actions Necessary to
Complete Transaction. Each party covenants and agrees to promptly execute
and deliver all such other documents or instruments, to take any further
actions, to provide further assurances in law, and to do all things reasonably
necessary in order to carry out the provisions of this Agreement and effectuate
the transactions contemplated by this Agreement. 

(h) Waiver.

	 	(i) 	
      Buyer may, at its option, waive in whole or in part any
      or all of the provisions herein for the benefit of Buyer.

	 	 	 
	 	(ii) 	
      Sellers may, at its option, waive in whole or in part any
      or all of the provisions herein for the benefit of Sellers.

	 	 	 
	 	(iii) 	
      No waiver pursuant to this section of the whole or any
      part of any provision will operate as a waiver of any other part thereof
      or as a waiver of any other provision, and no waiver of the whole or any
      part of any such provision which is also expressed in this Agreement to be
      a covenant, representation or warranty will operate so as to waive,
      diminish the scope of or otherwise affect such covenant, representation or
      warranty, and all such covenants, representations and warranties will to
      the extent provided herein remain in full force and effect notwithstanding
      the Closing.



(i) Each Party Pays Own Costs.
Sellers and Buyer shall each pay their own costs and expenses associated
with the transaction contemplated herein, including but without limitation, all
brokerage commissions, legal, accounting, professional, consulting and other
advisory fees. 

(j) Headings. The subject
headings of the paragraphs and subparagraphs of this Agreement are included for
the purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions. 

(k) Successors and Assigns.
Nothing in this Agreement will be construed as conferring upon any person, other
than the parties hereto and their respective successors in interest, any right,
remedy or claim under or by reason of this Agreement. 

(l) Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law. In the event that any of the
provisions contained in this Agreement are held to be void or unenforceable,
this Agreement shall be construed without such provisions. 

(m) Amendments. No amendment or
termination of this Agreement shall be binding unless executed in writing by the
Party to be bound thereby. 




(n) Enurement. All the terms
and provisions of this Agreement will be binding upon and enure to the benefit
of the parties hereto and their respective successors and permitted assigns.


(o) Entire Agreement.
Neither party has made any representation, warranty, or covenant not set
forth herein. This Agreement, together with all ancillary agreements,
constitutes the entire agreement between the parties pertaining to the subject
matter contained in it and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement, modification,
nor amendment of this Agreement shall be binding unless executed in writing by
all of the parties.

(p) Releases and Business Records.
At the closing, Seller shall deliver to Buyer: 

	 	(i) 	
      General releases, in such form provided by Buyer’s
      counsel and reasonably approved by Seller’s counsel, of all statutory
      rights, claims and liabilities held by corporate officers or employees
      against the Business Assets on or before the Closing Date, if such claim
      or liabilities can in any way affect the Business Assets.

	 	 	 
	 	(ii) 	
      All business records of whatsoever nature and kind
      relating to the Business Assets.



(q) Consent to Jurisdiction.
Except as set forth above in Section 21 (d), any dispute, claim, or controversy
arising from or related to this Agreement shall be submitted to the exclusive
jurisdiction of the Supreme Court of British Columbia. The parties hereby
expressly consent to this forum selection and expressly waive all jurisdictional
defenses, including, without limitation, the jurisdiction defense of forum
non conveniens. 

IN WITNESS WHEREOF the parties
have duly executed this Agreement on the 11th day of  November,
2016.

Euroclub Holding Limited

Per:       /s/ Nicolaos
Mellios        

Sterling Group Ventures, Inc. 

Per:      s/ Christopher Tsakok