Exhibit 2.1



SHARE PURCHASE AGREEMENT



THIS AGREEMENTdated as of the 22nd day of December, 2011.



AMONG:



CYNAPSUS
THERAPEUTICS INC.

(hereinafter
called the “Purchaser”)

OF
THE FIRST PART

- and -



THE
INDIVIDUALS SET OUT IN EXHIBIT “A” HERETO

(hereinafter
collectively called the “Shareholders”)

OF THE SECOND PART

- and -



ADAGIO
PHARMACEUTICALS LTD.

(hereinafter
called the “Corporation”)

OF THE THIRD PART



WHEREAS
the Shareholders desire to sell to the Purchaser, and the Purchaser desires to purchase from the Shareholders, all of the issued
and outstanding shares in the capital of the Corporation pursuant to the terms and conditions hereof.



NOW THEREFORE
THIS AGREEMENT WITNESSETH THAT in consideration of the mutual promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as
follows:



Article
1 - INTERPRETATION



| | 1.1 | Definitions
| | --- | -----------



In this Agreement
and in all amendments hereto the following words, whenever used in this Agreement, unless there is something in the subject matter
or context inconsistent therewith, shall have the following meanings:



“Affiliates”
shall include the spouses, parents, children and other members of the families of the Shareholders and any Person controlled by
the Shareholders or any one or more of them.



“Agreement”
shall mean this Share Purchase Agreement as amended from time to time.



“Annual
Financial Statements”shall mean the
Corporation’s annual financial statements including balance sheet as of August 31, 2011 and the related statements of income,
retained earnings and changes in financial position for the period then ended.



“APL-130277”
shall mean the reformulation of an approved drug used in the treatment of Parkinson’s Disease as further described in the
Patent Applications.











“Capital
Raise” shall mean the receipt by the Purchaser of proceeds arising from the issuance of debt or equity securities or
third party licensing or research fees.



“Claims,
Proceedings or Restrictions” shall mean any claims, legal, administrative or other proceedings, suits, investigations,
complaints, notices of violation or similar process, judgments, injunctions, orders, decrees or directives against, relating to
or directly or indirectly affecting (a) the Corporation, its assets, business or its ability to acquire property or conduct business
in any area, or (b) the officers or directors, agents, employees or consultants of the Corporation, which as to all matters described
in (a) or (b) above if determined adversely to any of the above (or if adopted in the case of proposed governmental restriction),
might individually or in the aggregate, eitherMateriallyadversely affect the condition (financial or otherwise), operations, business or prospects of the Corporation, or
challenge the validity or propriety of the transactions contemplated by the Agreement, or the ability of the parties to consummate
such transactions in accordance with the terms of the Agreement.



“Closing
Date” shall mean the date on which the Closing occurs.



“Cynapsus
Shares” means common shares in the capital of the Purchaser.



“Discounted
Market Price” shall have the meaning assigned
to such term in Policy 1.1 of the TSX Venture Corporate Finance Manual.



“Election”
means the election to be made by the parties, in prescribed form and within the time prescribed by subsection 85(6) of the Income
TaxAct(the
“Act”)that the rules set forth in subsection 85(1) of the Act will apply to the Purchased Shares.



“Elected
Amount” means the amount elected by the parties to be the Shareholders’ proceeds of disposition and the Purchaser's
cost, as set out in Section 3.5 hereof to be determined by the Shareholders consistent with the intention of the parties that
the transfer of the Purchased Shares be on a tax-deferred basis to the Shareholders for the purposes of the Act and applicable
provincial income tax statutes.



“Exchange”
shall mean the TSX Venture Exchange Inc.



“Excluded
Liabilities” shall mean all liabilities, indebtedness or obligations of the Corporation, whether accrued, absolute,
contingent or otherwise, including, without limitation, accrued and/or deferred taxes, indebtedness for borrowed money, obligations
under capital leases, indebtedness owed to the Shareholders, any officer or director of the Corporation and all other long term
liabilities and current portions thereof provided Excluded Liabilities shall not include the liabilities, indebtedness and obligations
of the Corporation to the Purchaser pursuant to the License Option Agreement.



- 2 -







“Final
Safety Study” shall mean the final safetystudy
to be conducted in respect of APL-130277 conducted by the Purchaser(for clarity a study of approximately 100 to 120 Parkinson’s patients, the purpose of which is to determine the safety of
APL-130277 relative to Apokyn, as based on the safety and pharmacokinetic endpoints and parameters, respectively, as detailed
in the protocol of the Final Safety Study).



“Financial
Statements” shall mean the Annual Financial Statements and the Interim Financial Statementsof the Corporation.



“GAAP”
shall mean generally accepted accounting principles in Canada as in effect from time to time.



“Giovinazzo”
means Anthony J. Giovinazzo.



“Intellectual
Property” shall mean all of the intellectual property owned, licensed or otherwise controlled by the Corporation relating
to APL-130277, including, without limitation, all patents, Patent Applications, know-how and proprietary formulations of apomorphine
for the treatment of human disease as described in the Patent Applications and any derivative, homolog or analog thereof and all
intellectual property developed under the License Option Agreement for which the Corporation has rights. For
further clarity as listed in Appendix A.



“Interim
Financial Statements”shall mean the Corporation’s interim financial statements
including balance sheet as of November 30, 2011 and the related statements of income, retained earnings and changes in financial
position for the period then ended.



“License
Option Agreement” shall mean the license option agreement dated July 22, 2010 between the Corporation and the Purchaser.



“Material”
or “Materially”, as used in connection with events, contingencies, claims or other matters (or a series of
related such matters) expressly relating in the Agreement to any particular asset of the Corporation or the business of the Corporation
as the case may be, shall include such matters as a reasonably prudent investor would consider important (either, individually,
or when considering the collective effect of all such matters) in deciding whether to purchase such assets, the Purchased Shares,
or the business of the Corporation on the terms provided herein.



“Patent
Applications” shall mean the provisional, PCT and U.S. Utility Patent Applications filed by the Corporation, or by Cynapsus
pursuant to the terms of the Option License Agreement, with the U.S. Patent andTrademark Office in June 2009, June 2010, December 2010 and May 2011 with respect to APL-130277.



“Person”
shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, limited
liability company, corporation, institution, public benefit corporation, entity or government (whether federal, provincial, county,
city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).



- 3 -







“Phase
1 Bioequivalence Study” shall mean the Phase 1 Bioequivalence Study conducted in respect of the bioequivalence (24x24)
study in respect of APL-130277 to be conducted by the Purchaser,
which is a single dose crossover study in healthy volunteers, which shall be successful if the C-max and AUC parameters are within
the 80 % to 125% with a 95% confidence interval, of the reference drug Apokyn, as well as the T-max being within the range described
on the U.S. Food and Drug Administration (“FDA”) approved label for Apokyn.



“Purchase
Price” shall mean the aggregate consideration to be paid to the Shareholders, or the Escrow Agent on their behalf, pursuant
to Section 3.1.



“Taxes”
shall mean all Canadian, foreign, state, provincial, county and local income, ad valorem, excise, sales, use, real estate,
transfer, withholding, unemployment, social security and other taxes, and assessments of or payable by the Corporation or otherwise
chargeable against its assets or property (including but not limited to any such taxes resulting from the re-characterizationof agents and salesmen of the Corporation as “employees”).



| | 1.2 | Interpretation
| | --- | --------------



(a)          Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily
given such term in accordance with GAAP, and all financial computations hereunder shall be computed, unless otherwise specifically
provided herein, in accordance with GAAP consistently applied. That certain terms or computations are explicitly modified by the
phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. The words “herein”,
“hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, including
the Schedules hereto, as the same may from time to time be amended, modified or supplemented and not to any particular section,
subsection or clause contained in this Agreement.



(b)          Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular
and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and
the neuter.



Article
2 - PURCHASE AND SALE



| | 2.1 | Purchase and Sale of Purchased Shares
| | --- | -------------------------------------



Subject to the
terms and conditions herein contained, at the Closing each of the Shareholders shall sell, transfer, assign and deliver to the
Purchaser, and the Purchaser shall purchase from each of the Shareholders, the number of common shares (the “Purchased Shares”)
of the Corporation set forth opposite each Shareholder's name in Schedule 2.1 hereto, constituting all of the issued and outstanding
shares in the capital of the Corporation.



- 4 -







Article
3 - PURCHASE PRICE AND TERMS; ADJUSTMENTS; CLOSING TRANSACTIONS



| | 3.1 | Purchase Price; Payment
| | --- | -----------------------



The purchase price
(“Purchase Price”) for the Purchased Shares is $5,300,000, which shall be payable as follows:



(a)          Subject to Section 3.2, $1,300,000 of the Purchase Price (the “Initial Payment”) shall be allocated and paid to
the Shareholders as set forth in Schedule 2.1 hereto at Closing in each case by the issuance of26,000,000 newly issued Cynapsus Shares at a price of $0.05 per share;



(b)          $1,500,000 of the Purchase Price shall be allocated and paid to the Shareholders as set forth in Schedule 3.1 upon the successful
completion of the Phase 1 Bioequivalence Study in each case by the issuance of newly issued Cynapsus Shares at a price per share
equal to the weighted average trading price of Cynapsus Shares, over a 30 day trading period, immediately preceding the first
announcement of the results of the Phase 1 Bioequivalence Study; but in any event no less than the Discounted Market Price as
at the close of business on the first business day following such announcement;



(c)          $2,500,000 of the Purchase Price shall be allocated and paid to the Shareholders as set forth in Schedule 3.1 upon the successful
completion of the Final Safety Study in each case by the issuance of newly issued Cynapsus Shares at a price per share equal to
the weighted average trading price of Cynapsus Shares, over a 30 day trading period, immediately preceding the first public announcement
of the results of the studies the first announcement of the results of the Final Safety Study; but in any event no less than the
Discounted Market Price as at the close of business on the first business day following such announcement;
and



(d)          The
Shareholders acknowledge that any new Cynapsus Shares issued to them pursuant to this Agreement shall be subject to a four month
hold period as prescribed by applicable securities laws.



| | 3.2 | Corporate
                                         Escrow
| | --- | ---------------------------------------------------------



The
Initial Payment, less the 3,250,000 Cynapsus Shares which shall have been delivered to the Shareholders at the Closing, shall
be delivered to Owens, Wright LLP as the escrow agent (the “Escrow Agent”), who shall hold such shares pursuant to
the escrow agreement (the “Escrow Agreement”) substantially in the form attached hereto as Schedule 3.2 and shall
thereafter be released from escrow as follows:



(a)          3,250,000 Cynapsus Shares shall be released upon the completion of Capital Raise(s) in the aggregate amount of $1,511,497
excluding the proceeds raised pursuant to the Series E Debenture financing completed as of September 29, 2011 being $488,503;
and



- 5 -







(b)          an additional 3,250,000 Cynapsus Shares shall be released upon the completion of each subsequent Capital Raise(s) in the aggregate
amount of $1,000,000 or multiples thereof in excess of the amounts raised under the Capital Raise(s) under Subsection 3.2(a),
until the aggregate amount of all Capital Raises equals $8,000,000.



The
Cynapsus Shares then in escrow would be released from escrow, immediately before the closing of a sale of the Purchaser, whether
it is the sale of substantially all of the assets; a merger or acquisition or a plan of arrangement, or whereby a new controlling
shareholder is established.For purposes of this Section 3.2, a "controlling shareholder" shall mean the
beneficial owner of 50% or more of the issued and outstanding voting securities of the Purchaser.



| | 3.3 | Executive
                                         Escrow
| | --- | ---------------------------------------------------------



Cynapsus Shares
delivered to Anthony Giovinazzo on account of the Initial Payment, including those released from escrow pursuant to Section 3.2,
shall be delivered as follows:



(a)          25% of the Cynapsus Shares shall be delivered to Anthony Giovinazzo, or as he may direct, free of escrow at Closing; and



(b)          75% of the Cynapsus Shares shall be delivered to the Escrow Agent, who shall hold such shares pursuant to the escrow agreement
(the “Executive Escrow Agreement”)substantially in the form attached hereto and incorporated herein as Schedule
3.3(b), which shall provide that 1/3 of such shares shall be released from escrow at each 12 month anniversary of the date of
issuance;



The
Cynapsus Shares then in escrow would be released from escrow, immediately before the closing of a sale of the Purchaser, whether
it is the sale of substantially all of the assets; a merger or acquisition or a plan of arrangement, or whereby a new controlling
shareholder is established.



| | 3.4 | Excluded
                                         Liabilities
| | --- | -------------------------------------------------------------



In addition to
the foregoing in the event that, at Closing, the Shareholders have not caused the Corporation to repay the Excluded Liabilities
in full or if certain Excluded Liabilities are not capable of being paid, then the Purchaser shall pay, or establish a reasonable
reserve for the present value of the amount of any such Excluded Liability and the Initial Payment otherwise payable to the Shareholders
pursuant to Section 3.1 will be reduced by the present value of the amount of any such Excluded Liability.



| | 3.5 | Election
| | --- | --------



TheCanadian Shareholders and the Purchaser jointly agree to make the Election
that the Shareholders’ proceeds of disposition of the Purchased Shares and the Purchaser's cost base of the Purchased Shares
shall be an amount equal to the Elected Amount. The parties agree to execute all such documents and forms to make the Election
contemplated by this section in the prescribed form and within the prescribed time.



- 6 -







| | 3.6 | Adjustment
                                         to Purchase Price or Elected Amount
| | --- | ---------------------------------------------------------------------------------------



The parties hereto
agree that should they subsequently mutually determine, or should Canada Revenue Agency or any governmental taxing authority having
jurisdiction issue, or proposes to issue, assessments or reassessments of additional liability for taxes or any other subject
by reason of asserting that the fair market value of the Purchased Shares as of the Closing Date is greater than or less than
the Purchase Price or that the consideration received by the Shareholders is more or less than the fair market value of the Purchased
Shares or that an elected amount is more or less than the Elected Amount, then the Purchase Price, the consideration therefor,
or the Elected Amount, as the case may be, shall be increased or decreased as necessary but only to the extent the Purchase Price
or consideration or Elected Amount so revised is accepted by the taxing authority, the Shareholders and the Purchaser, or, failing
such acceptance, is established by a court of competent jurisdiction (after all rights of appeal have been exhausted or all times
for appeal have expired without appeals having been taken) to be the fair market value of the Purchased Shares (in the case of
the Purchase Price or consideration) or the Elected Amount as the case may be. In the event that there is an adjustment to the
Purchase Price as aforesaid, such adjustment shall be deemed to be retroactive to the Closing Date.



| | 3.7 | Method
                                         of Adjustment to Purchase Price or Consideration
| | --- | ------------------------------------------------------------------------------------------------



Any increase or
decrease in the Purchase Price or consideration arising from such adjustment shall be effected through an
adjustment in the Cynapsus Shares that are to be issued pursuant to this Agreement, if such adjustment in Cynapsus Shares is permitted
by the Exchange, or if such adjustment is not permitted,a cash
payment made by the applicable party which adjustment shall be deemed to be retroactive to the Closing Date.



| | 3.8 | Method
                                         of Adjustment to Elected Amount
| | --- | -------------------------------------------------------------------------------



If the Elected
Amount is varied in the circumstances described in Section 3.6, the Shareholders and Purchaser shall file a revised Election under
the provisions of the Act and the provisions of all corresponding provincial legislation to give effect to their intention that
the Elected Amount be equal to the amount agreed to by the parties.



Article
4 - REPRESENTATIONS AND WARRANTIES RELATING TO THE CORPORATION



The Corporation
and Giovinazzo, jointly and severally, represent and warrant as of the date of this Agreement and again as of the date of Closing
Date to the Purchaser as follows:



| | 4.1 | Organization, Power and Qualification
| | --- | -------------------------------------



The Corporation
is a corporation duly incorporated, organized and validly subsisting under the laws of the Province of Ontario, and has all requisite
corporate power and authority to own or hold under lease its properties and assets and to carry on its business as now conducted.
The Corporation is duly qualified to do business and is in good standing in every jurisdiction in which a failure to so qualify
could have a Material adverse effect upon its properties, assets, financial conditions, results of operation or business prospects.
True and complete copies of the Articles of Incorporation, as amended to date, and the by-laws, as amended to date, of the Corporation
have been furnished to the Purchaser.



- 7 -







| | 4.2 | Investments
| | --- | -----------



The Corporation
does not own, directly or indirectly, any stocks, bonds or securities or any equity or other proprietary interest in any corporation,
partnership, joint venture, business enterprise or other entity of any nature whatsoever.



| | 4.3 | Capitalization
| | --- | --------------



The authorized
capital of the Corporation consists of an unlimited number of common shares of which 2,310,000common shares are issued and outstanding and owned of record and beneficially by the Shareholders as set out in Schedule
2.1 hereto. All of the currently issued and outstanding shares in the capital of the Corporation are duly authorized, validly
issued and outstanding, as fully paid and non-assessable and have not been issued in violation of any shareholder rights under
applicable law, or of the certificate or articles of incorporation or by-laws or the terms of any agreement to which the Corporation
is a party or by which the Corporation is bound. The Corporation has no outstanding subscriptions, options, warrants, rights or
other agreements granting to any person, firm or corporation any interest in or right to acquire from the Corporation at any time,
or upon the happening of any stated event, any shares in the capital of the Corporation, or any interest therein.



| | 4.4 | No Violation
| | --- | ------------



Neither the execution
and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will constitute a violation of, or
be in conflict with, or result in a cancellation of, or constitute a default under, or create (or cause the acceleration of the
maturity of) any debt, obligation or liability affecting, or result in the creation or imposition of any security interest, lien,
or other encumbrance upon any of the assets owned or used by, or any of the capital stock of, the Corporation under:



(a)          any term or provision of the certificate or articles of incorporation or by-laws of the Corporation;



(b)          any contract, agreement, indenture, lease or other commitment to which the Corporation or the Shareholders is or are party
or by which the Corporation or the Shareholders is or are bound;



(c)          any judgment, decree, order, regulation or rule of any court or governmental authority; or



(d)          any statute or law.



Except as disclosed
in Schedule 4.4, no consent of, or notice to, any federal, provincial, or local authority, or any private person or entity, is
required to be obtained or given by the Shareholders or the Corporation in connection with the execution, delivery or performance
of this Agreement or any other agreement or document to be executed, delivered or performed hereunder by the Shareholders or the
Corporation.



- 8 -







| | 4.5 | Financial Statements
| | --- | --------------------



(a)          The
Corporation has attached as Schedule 4.5 the Financial Statements
of the Corporation.



(b)          The Financial Statements have been prepared in accordance
with GAAP and fairly present the financial condition, assets and liabilities (whether accrued, absolute, contingent or otherwise)
of the Corporation as of the respective dates thereof and the results of operations and changes in financial position of the Corporation
for the periods covered thereby.



| | 4.6 | Liabilities and Obligations
| | --- | ---------------------------



Other than expenses
incurred by the Corporation in connection with the preparation and review of the Financial Statements by the accountants of the
Corporation, such amount not to exceed in total $10,000, the Corporation will not at Closing have any liabilities or obligations
(direct or indirect, contingent or absolute, matured or unmatured) of any nature whatsoever, whether arising out of contract,
tort, statute or otherwise, other than the liabilities and obligations of the Corporation owing to or in favour of the Purchaser
pursuant to the License Option Agreement. There is no basis for assertion against the Corporation any liabilities or obligations
other than the liabilities and obligations of the Corporation owing to or in favour of the Purchaser pursuant to the License Option
Agreement.



| | 4.7 | Absence of Certain Changes
| | --- | --------------------------



Except as disclosed
in Schedule 4.7, since the date of the Financial Statements, there has not been:



(a)          any Material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities, results of operation
or business prospects of the Corporation;



(b)          any damage, destruction or loss (whether or not covered by insurance) Materially and adversely affecting the properties, assets,
liabilities, financial condition, results of operations or business prospects of the Corporation;



(c)          any declaration, setting aside, or payment of any dividend or other distribution in respect of the capital stock of the Corporation,
or any direct or indirect redemption, retirement, purchase or other acquisition of any shares, or any issuance of shares of stock
or the granting, issuance or exercise of any right, warrant, option or similar commitment relating to the Corporation’s
authorized or issued share capital;



- 9 -







(d)          any increase in the compensation, commissions or perquisites payable or to become payable by the Corporation to any director,
officer, employee, or agent of the Corporation, or any payment of any bonus, profit sharing or other extraordinary compensation
to any employee of the Corporation;



(e)          except as disclosed in Schedule 4.7, any change in the accounting methods or practices followed by the Corporation or any
change in depreciation or amortization policies or rates theretofore adopted;



(f)           any cancellation of any debts owed to or claims held by the Corporation; or



(g)          any sale, lease, abandonment or other disposition by the Corporation of any property or asset of the Corporation.



| | 4.8 | Tax Returns and Reports
| | --- | -----------------------



Except as set forth
in Schedule 4.8, all federal, provincial, local and foreign income, excise, property, sales, use, information, payroll and other
tax returns and reports required to be filed by the Corporation (the “Tax Returns”) have been filed with the appropriate
governmental agencies in a timely manner in all jurisdictions in which such returns and reports are required to be filed, and
all such returns and reports properly reflect the taxes of the Corporation for the periods covered thereby. All Taxes which are
called for as due by the Tax Returns, or which are claimed to be due, or which are otherwise due to any taxing authority from
the Corporation have been paid. No Tax will become due and payable by the Corporation as a result of the consummation of the transactions
contemplated hereby. The Financial Statements of the Corporation fully reflect and will continue through to the Closing Date to
fully reflect accrued liabilities for all Taxes which are not yet due and payable and for which Tax Returns are not yet required
to be filed. Neither the Shareholders nor the Corporation has received any notice of assessment or proposed assessment by either
Canada Revenue Agency or the corresponding provincial authority or any other taxing authority (collectively, “CRA”)
in connection with any Tax Returns and there are no pending tax examinations of or tax claims asserted against the Corporation
or its properties. There has been no disregard, in any Material respect, of any statute, regulation, rule or revenue ruling in
the preparation of any tax return applicable to the Corporation. There are no tax liens on any of the properties or assets of
the Corporation. There is no basis for any additional assessment of any Taxes, penalties or interest with respect to the Corporation.
Neither the Shareholders nor the Corporation has waived any law or regulation fixing, or consented to the extension of, any period
of time for assessment of any Taxes which waiver or consent is currently in effect.



| | 4.9 | Title to and Condition of Assets
| | --- | --------------------------------



The Corporation
is the owner of and has good and marketable title to all of its properties and assets, including the Intellectual Property, free
and clear of all mortgages, liens, pledges, charges, security interests, encumbrances or other third party interests of any nature
whatsoever.



- 10 -







| | 4.10 | Real Estate and Leases
| | ---- | ----------------------



The Corporation
does not own any real estate and is not a party to any lease or agreement to lease any real property.



| | 4.11 | Contracts
| | ---- | ---------



The Corporation
is not a party to any oral or written contract, agreement, commitment or understanding other than the License Option Agreement.
The License Option Agreement constitutes a legal, valid and binding obligation of the Corporation, in full force and effect, and
neither the Corporation, nor to the knowledge of the Shareholders, the Purchaser has violated any Material provision of, or committed
or failed to perform any material act which with notice, lapse of time or both would constitute a default under the provisions
of the License Option Agreement.



| | 4.12 | Inventory
| | ---- | ---------



The Corporation
has not produced or acquired any inventory, including raw materials and finished goods.



| | 4.13 | Receivables
| | ---- | -----------



The Corporation
does not own or have any accounts receivable.



| | 4.14 | No Default, Violation or Litigation
| | ---- | -----------------------------------



The Corporation
is not in violation of any law, regulation or order of any court or federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality including, without limitation, laws, regulations, orders, restrictions and
compliance schedules applicable to environmental standards and controls, wages and hours, human rights and occupational health
and safety. There are no lawsuits, proceedings, claims or governmental investigations pending or, to the knowledge of the Shareholders,
threatened against, or involving, the Corporation or against its property or business. There is no basis known to the Shareholders
for any such action which could have a Material adverse effect upon the properties, assets, liabilities, financial condition,
results of operations or business prospects of the Corporation or its right to conduct its business as presently conducted. There
are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against the Corporation.



| | 4.15 | Bank Accounts, Guarantees and Powers
| | ---- | ------------------------------------



Schedule 4.15 sets
forth:



(a)          a list of all accounts, borrowing resolutions and deposit boxes maintained by the Corporation at any bank or other financial
institution and the names of the persons authorized to effect transactions in such accounts pursuant to such resolutions and with
access to such boxes;



- 11 -







(b)          all agreements or commitments of the Corporation guaranteeing the payment of money or the performance of other contracts by
the Corporation, or by any third persons; and



(c)          the names of all persons, firms, associations, corporations or business organizations holding general or special powers of
attorney from the Corporation, together with a summary of the terms thereof.



| | 4.16 | Insurance
| | ---- | ---------



Schedule 4.16 contains
a list of all insurance policies (specifying (a) the insurer, (b) the amount of the coverage, (c) the type of insurance, (d) the
policy number and (e) any currently pending claims thereunder or any claims asserted thereunder or under similar policies) maintained
by or on behalf of the Corporation, or its properties, assets, business or personnel. All such policies are (and pending Closing
will continue to be) in full force and effect, and the Corporation is not in default in any Material respect with respect to any
provision contained in any insurance policies, nor has the Corporation failed to give any notice or present any claim thereunder
in due and timely fashion.



| | 4.17 | Employment, Labour and Other Relations
| | ---- | --------------------------------------



The Corporation
does not have, and never has had, any employee or contract employee or consultant. The Corporation is not a party to or is otherwise
bound by any contract, agreement or collective bargaining agreement with any labour union or organization or other commitment
respecting employment or compensation of any of its officers, directors, agents or employees.



| | 4.18 | Employee Benefits
| | ---- | -----------------



The Corporation
does not have, and never has had, any pension, retirement, savings, disability, medical, dental, health, life (including any individual
life insurance policy to which the Corporation makes premium payments, whether or not the Corporation is the owner, beneficiary
or both of such policy), death benefit, group insurance, profit sharing, deferred compensation, stock option, bonus, incentive,
vacation pay, severance pay, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment.



| | 4.19 | Patents, etc
| | ---- | ------------



(a)          The Corporation is the sole owner of all rights, title and interest in the Intellectual Property and owns, possesses or has
licenses or similar rights to utilize all other patents, trademarks, trade names, service marks, franchises, and technology necessary
for the conduct of its business as presently conducted without any infringement of or conflict with the rights of others. All
such patents, trademarks, trade names, service marks and franchises, or applications therefor, are disclosed in Schedule 4.19
and all licenses therefore are disclosed in Schedule 4.19, and the Corporation's interests therein are similarly disclosed.



- 12 -







(b)          Other than the License Option Agreement, the Corporation has not previously assigned, transferred, encumbered, granted an
option, right or interest in the Intellectual Property.



(c)          There have never been, and are not currently, any disputes of any kind regarding the Intellectual Property, including, without
limitation, any disputes regarding infringement, validity or ownership of the intellectual property rights relating to the Intellectual
Property.



(d)          No person has made any claim or allegation that any of the Intellectual Property or rights relating thereto do not belong
to the Corporation or that use of the Intellectual Property in any way violate their intellectual property rights, and the Corporation
and the Shareholders are not aware of any claim or potential claim or allegation of this nature or that may impact the ability
of the Purchaser or its permitted assigns to use the Intellectual Property.



(e)          The Corporation has the uninterrupted use of the Intellectual Property, save and except for the License Option Agreement,
and to the practice of the methods and inventions as provided for by the Corporation.



(f)           The Patent Applications were made on the dates set out herein.



(g)          The Corporation has no reason to believe that the Patent Applications will not be issued.



(h)          The Corporation has not received any objections regarding the Patent Applications or any notices of same.



(i)           The Corporation owns all right, title and interest in and to the Patent Applications, and will own all right, title and interest
to the patents when issued.



(j)           No person, other than the inventors named in the Patent Applications, contributed to the design, conception, or reduction
to practice of the technology described therein.



(k)          No action has been taken or failed to be taken that would make any of the patents under the Patent Applications, once issued,
invalid or unenforceable.



(l)           No subject-matter claimed in the Patent Applications has been dedicated to the public.



(m)         No third party intellectual property is incorporated into the Intellectual Property or the Patent Applications.



- 13 -







(n)          All government fees in respect of the Patent Applications have been paid, and all responses requested up to the date of signing
this Agreement have been provided to the applicable examiner of such applications, such that the applications and patents are
in good standing.



| | 4.20 | Approvals
| | ---- | ---------



The Corporation
possesses or has applied for all material governmental and other permits, licenses, consents, certificates, orders, authorizations
and approvals (the “Approvals”) to own or hold under lease and operate its property and assets and to carry on its
business as now conducted. Neither the Shareholders nor the Corporation has received any notice of proceedings relating to the
revocation or modification of any such Approvals which, singly or in the aggregate, if the subject of an unfavourable ruling or
finding, could Materially adversely affect the properties, assets, financial condition, results of operation or business prospects
of the Corporation. The Approvals are identified in Schedule 4.20. The Corporation is operating in compliance with the provisions,
terms and conditions of the Approvals.



| | 4.21 | Transactions with Affiliates
| | ---- | ----------------------------



The Corporation
is not indebted to and has no liabilities or obligations for any amounts or obligations owing to or in favour of the Shareholders
or any of their Affiliates.



| | 4.22 | Corporate Records
| | ---- | -----------------



All of the minute
books and stock record books of the Corporation have been made available to the Purchaser and its agents for inspection, are accurate
and correct in all Material respects, and contain all of the corporate minutes and stock records of the Corporation from inception
to the date hereof. Such minutes and records for the period from this date to the Closing Date will be made available to the Purchaser
on or before Closing. All accounts, books, ledgers, financial and other records of whatsoever kind of the Corporation have been
fully, properly and accurately maintained in all Material respects and all transactions of the Corporation that are reflected
therein are truly and accurately reflected in all Material respects.



| | 4.23 | Confidential Information and Employee Intentions
| | ---- | ------------------------------------------------



Except as set forth
on Schedule 4.23, to the best knowledge of the Shareholders and the Corporation:



(a)          each present employee, officer, director, agent or consultant of the Corporation possessing confidential know-how regarding
the business or assets of the Corporation has maintained the confidentiality of said know-how and has not and is not known to
intend to use any such know-how of the Corporation in a competitive business; and



(b)          no key employee intends to establish or join a business competitive thereto.



- 14 -







| | 4.24 | Other Material Adverse Information
| | ---- | ----------------------------------



Except as expressly
set forth in this Agreement and the Schedules or in the Financial Statements, or in the certificates or other documents delivered
pursuant hereto, or matters which affect the economy generally or the industry generally of which the Corporation is a part, the
Shareholders, have no knowledge of any facts which will or may reasonably be expected to have any Material adverse effect on the
value of the business or goodwill of the Corporation, or upon its prospects or earning power.



| | 4.25 | Disclosure
| | ---- | ----------



No representation
or warranty of the Shareholders made hereunder or in the Schedules or in any certificate, statement or other document delivered
by or on behalf of the Shareholders hereunder contains any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not misleading. Copies of all documents referred to herein
or in the Schedules have been delivered or made available to the Purchaser, are true, correct and complete copies thereof, and
include all amendments, supplements or modifications thereto or waivers thereunder.



Article
5 - ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS



The Shareholders,
jointly and severally, represent and warrant to the Purchaser as follows:



| | 5.1 | Authorization
| | --- | -------------



The Shareholders
have full power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and
delivered by the Shareholders pursuant hereto, and to consummate the transactions contemplated hereby and thereby. This Agreement
and all other agreements and documents to be executed and delivered by the Shareholders pursuant hereto, constitute the valid
and binding agreements of the Shareholders, enforceable in accordance with their respective terms.



| | 5.2 | No Violation
| | --- | ------------



Neither the execution
and delivery of this Agreement by the Shareholders, nor of any other agreement or document to be executed and delivered by the
Shareholders pursuant hereto, nor the consummation by the Shareholders of the transactions contemplated hereby or thereby will
constitute a violation of, or be in conflict with, or result in a cancellation of or constitute a default under, or create (or
cause the acceleration of the maturity of) any debt, obligation or liability affecting the Purchased Shares owned by the Shareholders
pursuant to, or result in the creation or imposition of any security interest, lien, or other encumbrance upon the Purchased Shares
owned by the Shareholders under:



(a)          any contract, agreement, lease or other commitment to which any Shareholder is a party or by which any Shareholder is bound;



- 15 -







(b)          any judgment, decree, order, regulation or rule of any court or governmental authority; or



(c)          any statute or law.



Except
as set forth in Schedule 5.2, no consent of, or notice to, any federal, state or local authority, or any private person or entity
is required to be obtained or given by the Shareholders in connection with the execution, delivery and performance of this Agreement
and the other agreements and documents to be executed, delivered and performed by the Shareholders pursuant hereto.



| | 5.3 | Share Ownership
| | --- | ---------------



Each Shareholder
is the lawful owner of record and beneficially of the number of Purchased Shares set forth opposite its or his name in Schedule
2.1 hereto, free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances or other third party interests
of any nature whatsoever, including, without limitation, subscriptions, options, warrants, rights or other agreements granting
to any person, firm or corporation any interest in or right to acquire from any Shareholder at any time, or upon the happening
of any stated event, any shares (or interests therein) of the Purchased Shares owned by any Shareholder.



| | 5.4 | Residency
| | --- | ---------



Except
as disclosed on Schedule 5.4, each Shareholder is a resident of Canada within the meaning of the Income Tax Act(Canada),
as amended.



Article
6 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER



The Purchaser represents
and warrants to the Corporation and the Shareholders as follows:



| | 6.1 | Organization and Good Standing
| | --- | ------------------------------



The Purchaser is
a corporation duly organized, validly existing and in good standing under the laws of its province of incorporation, and has all
requisite corporate power and authority to own or hold under lease its properties and assets and to carry on its business as now
conducted. The Purchaser is duly qualified to do business and is in good standing in every jurisdiction in which a failure to
so qualify could have a Material adverse effect upon its properties, assets, financial condition, results of operation or business
prospects.



- 16 -







| | 6.2 | Authorization
| | --- | -------------



The Purchaser has
all requisite power and authority to execute and deliver this Agreement and all other agreements and documents to be executed
and delivered by the Purchaser pursuant hereto and to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and all other agreements and documents to be executed and delivered by the Purchaser pursuant hereto, and the
consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the Purchaser’s
part and this Agreement and all other agreements and documents to be executed and delivered by the Purchaser pursuant hereto constitute
the valid and binding agreements of the Purchaser enforceable against the Purchaser in accordance with their respective terms
(subject, as to the enforcement of remedies, to general principles of equity and to bankruptcy, insolvency and similar laws affecting
creditors’ rights generally). Other than the acceptance of the Exchange, no consent of, or notice to, any federal, state
or local authority, or any other person or entity is required to be obtained or made by the Purchaser in connection with the execution,
delivery and performance of this Agreement and the other agreements and documents to be executed, delivered and performed by the
Purchaser pursuant hereto.



| | 6.3 | No Violation
| | --- | ------------



Neither the execution
and delivery of this Agreement, nor the consummation of the transactions contemplated hereby will constitute a violation of, or
be in conflict with, or result in a cancellation of, or constitute a default under, or create (or cause the acceleration of the
maturity of) any debt, obligation or liability affecting, or result in the creation or imposition of any security interest, lien,
or other encumbrance upon any of the assets owned or used by, or any of the capital stock of, the Purchaser under:



(a)          any term or provision of the certificate of incorporation or by-laws (or other organic document) of the Purchaser;



(b)          any contract, agreement, indenture, lease or other commitment to which the Purchaser is party or by which the Purchaser is
bound;



(c)          any judgment, decree, order, regulation or rule of any court or governmental authority; or



(d)          any statute or law.



| | 6.4 | Financial Statements
| | --- | --------------------



The 2010 financial
statements of the Purchaser are the last regularly prepared audited consolidated balance sheets and consolidated statements of
the Purchaser.



| | 6.5 | Reporting Issuer Status
| | --- | -----------------------



The Purchaser is
a “reporting issuer” under securities legislation in force in each of the provinces of British Columbia, Alberta and
Ontario and is not in default of any requirement under such legislation.



| | 6.6 | Public Record
| | --- | -------------



All information
and statements filed by or on behalf of the Purchaser with applicable securities regulatory authorities were true, correct and
complete in all material respects and did not contain any misrepresentation as of the date of such information or statements,
and the Purchaser has not filed any confidential material change reports still maintained on a confidential basis under applicable
securities Laws.



- 17 -







| | 6.7 | Cynapsus Shares
| | --- | ---------------



The authorized
capital of the Purchaser consists of an unlimited number of Cynapsus Shares, of which 104,403,219 Cynapsus Shares are issued and
outstanding, all of such Cynapsus Shares have been duly authorized and validly issued and are outstanding as fully-paid and non-assessable
shares. The Cynapsus Shares issued to be issued to the Shareholders in accordance with the terms hereof shall be fully paid, non-assessable
shares in the capital of the Purchaser.



Article
7 - COVENANTS OF THE SHAREHOLDERS



The Shareholders,
jointly and severally, covenant and agree with the Purchaser that from the date hereof until the Closing or other termination
of this Agreement, without the prior written consent of the Purchaser:



| | 7.1 | Operations
| | --- | ----------



Except as otherwise
expressly permitted by the terms hereof or as otherwise agreed to in writing by the Purchaser:



(a)          The Corporation shall operate and conduct its business and operate its assets in the normal course of business and in substantial
compliance with all applicable laws, rules and regulations;



(b)          The Corporation shall maintain and preserve its rights in the Intellectual Property;



(c)          No Shareholder shall sell, pledge, lease, mortgage, encumber or otherwise dispose of any of the Purchased Shares and the Corporation
shall not sell, pledge, lease, mortgage, encumber or otherwise dispose of any of its assets;



(d)          The Corporation shall not create any liability, debt or obligation other than in furtherance of this transaction;



(e)          The Corporation shall not enter into any contracts or commitments for the purchase or lease of any assets or property, or
become obligated upon any other contracts without the prior written approval of the Purchaser, unless the approval is waived in
writing by the Purchaser;



- 18 -







(f)           The Corporation shall not acquire or agree to acquire (through redemption or otherwise) any of the outstanding securities
of the Corporation, incur or agree to incur any obligations to issue securities of the Corporation nor issue, sell or dispose
of any of the securities or options or rights convertible into the securities of the Corporation, except as otherwise expressly
approved in advance and in writing by the Purchaser;



(g)          Except as to existing obligations, the Corporation shall not, without the prior written consent of the Purchaser, make any
payment to any Shareholder or any Affiliate;



(h)          The Corporation shall not amend any of its constating documents or by-laws; and



(i)           The Corporation shall not take, agree to take, or knowingly permit to be taken any action or do or knowingly permit to be
done anything in the conduct of its business, or otherwise, which would be contrary to or in breach of any of the terms or provisions
of this Agreement, or (except as expressly contemplated by this Agreement) which would cause any of the representations, warranties
or covenants of the Shareholders contained herein to be or become untrue.



| | 7.2 | No Solicitation
| | --- | ---------------



Neither the Shareholders
nor any officers, directors, employees, trustees or agents of the Corporation will prior to the Closing Date or other termination
of this Agreement in accordance with its terms, whichever is earlier, solicit, negotiate, act upon or entertain in any way an
offer from any other person or entity to purchase any of the Purchased Shares or the capital stock of the Corporation or any asset
of the Corporation. The Shareholders agree to promptly notify the Purchaser upon the receipt by any of them of an unsolicited
competing offer in respect of such a purchase, and of the proposed terms thereof.



| | 7.3 | Notification
| | --- | ------------



The Shareholders
agree to promptly notify the Purchaser in writing upon becoming aware of:



(a)          any Claims, Proceedings or Restrictions which could materially and adversely affect the assets, financial condition or prospects
of the Corporation or its assets or the ability of any of the Shareholders to perform their respective obligations under this
Agreement; and



(b)          any event or matter arising between the date hereof and the Closing that would render untrue or be inconsistent with any of
the Shareholders’ representations, warranties or covenants herein. Promptly after the date hereof, the Shareholders shall
advise those managers of the Corporation who have not previously been so advised to advise the Corporation and the Shareholders
promptly of any such matters of which the managers may become aware.



- 19 -







| | 7.4 | Additional Information
| | --- | ----------------------



The
Shareholders will make available to the Purchaser and its authorized agents and accountants for inspection, at reasonable times
and under reasonable circumstances, assets, business and financial records, management reports, all tax returns and working papers
of the Corporation, files and memoranda of their public accountants and outside legal counsel and relevant materials relating
to the Corporation, its assets or business for the purpose of making such accounting review, legal and audit investigation or
examination deemed desirable by the Purchaser. The Shareholders will cause the officers, employees, public accountants and outside
legal counsel of the Corporation to cooperate fully with such examination and to make a full and complete disclosure to the Purchaser
of information requested by the Purchaser regarding the financial condition and business operations of the Corporation.



| | 7.5 | Supplements to Schedules
| | --- | ------------------------



From time to time
prior to the Closing Date, the Shareholders will promptly supplement or amend any Schedules provided for in this Agreement:



(a)          if any matter arises hereafter which, if existing or occurring at or prior to the date of this Agreement, would have been
required to be set forth or described in any such Schedule; or



(b)          if it becomes necessary to correct any information in any such Schedules which has become inaccurate; provided, however, that
no such supplement or amendment to any Schedule shall be considered in determining satisfaction of the conditions set forth in
Section 9.2 of this Agreement. If on the date on which this Agreement is executed by all parties hereto any Schedule has not been
completed, then such Schedule shall be completed as promptly as commercially practical and such completed Schedule shall be treated
as a supplemental or amended Schedule.



| | 7.6 | Publicity
| | --- | ---------



None of the Shareholders
or any employee, agent, attorney, officer or public accountant of any Shareholder or the Corporation shall issue any oral or written
publicity regarding this transaction without prior consultation with and approval of the Purchaser, except as required by law.



| | 7.7 | Conditions
| | --- | ----------



The Shareholders
shall use commercially reasonable efforts to cause all of the conditions in Article 9 and elsewhere herein over which they have
control to occur in time for the Closing and take all other actions and do, or cause to be done all things necessary, proper or
advisable on the part of the Shareholders to consummate and make effective the transactions contemplated by this Agreement.



- 20 -







| | 7.8 | Interim or Annual Financial Statements
| | --- | --------------------------------------



The Shareholders
shall promptly provide the Purchaser with any interim or annual monthly and/or quarterly and/or annual financial statements with
respect to any of the assets or operations of the Corporation prepared in the ordinary course of business or otherwise available
to the Shareholders or to management of the Corporation together with any management reports so prepared regarding the Corporation.



| | 7.9 | Guarantees
| | --- | ----------



The Shareholders
shall have caused any guarantee by the Corporation of the debts or obligations of any third party to be terminated or released.



| | 7.10 | Liabilities, Obligations and Indebtedness
| | ---- | -----------------------------------------



The Shareholders
shall cause the Corporation to pay, immediately prior to the Closing, all Excluded Liabilities. The foregoing notwithstanding,
in the event that the Shareholders have not fully complied with the provisions of this Section 7.10 at Closing, then, in respect
to violations of the covenants contained in this Section 7.10 known to the Purchaser prior to Closing, the Purchaser shall pay,
or establish a reserve for, any such unpaid Excluded Liability in accordance with Section 3.4, and the share consideration payable
to the Shareholders under the Initial Payment shall be reduced by that number of Cynapsus Shares equal to such unpaid Excluded
Liability based on a price of $0.05 per Cynapsus Share. In such event, the Purchaser shall notify the escrow agent to release
such Cynapsus Shares back to the Purchaser for cancellation.



Article
8 - ADDITIONAL COVENANTS TO THE CORPORATION AND SHAREHOLDERS



The Purchaser covenants
with the Corporation and the Shareholders that, from and after the date hereof and until the Closing Date, it will:



| | 8.1 | Notification
| | --- | ------------



Promptly notify
the Shareholders in writing of any lawsuits, claims, proceedings, or investigations of which the Purchaser may become aware that
may be threatened, brought, asserted or commenced by or against the Purchaser which could Materially and adversely affect the
Purchaser or the Purchaser’s ability to perform its obligations under this Agreement.



| | 8.2 | Conditions
| | --- | ----------



Use commercially
reasonable efforts to cause all of the conditions in Article 9 over which it has control to occur in time for the Closing and
take all other actions and do, or cause to be done, all things necessary, proper or advisable on the part of the Purchaser to
consummate and make effective the transactions contemplated by this Agreement.



- 21 -







| | 8.3 | Publicity
| | --- | ---------



Not issue any oral
or written publicity regarding this transaction without prior consultation with and approval of the Shareholders, except as required
by law or exchange policies; and not contract or communicate with the Corporation's employees without consent of the Shareholders.



| | 8.4 | Covenants
| | --- | ---------



Comply with the
provisions of this Agreement regarding performance by them.



Article
9 - CONDITIONS TO CLOSING



| | 9.1 | Mutual Conditions
| | --- | -----------------



The respective
obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the condition that
no suit, action or other proceeding or investigation shall to the knowledge of any party hereto be threatened or pending before
or by any governmental agency or by any third party questioning the legality of this Agreement or the consummation of the transactions
contemplated hereby in whole or in part.



| | 9.2 | Conditions to the Purchaser’s Obligations
| | --- | -----------------------------------------



The
obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment
at or prior to Closing of each of the following conditions:



(a)          All representations and warranties made by the Corporation or the Shareholders contained in this Agreement, in the Schedules
or any other written statement, certificate or other instrument furnished to the Purchaser by or on behalf of the Shareholders
and the Corporation pursuant to this Agreement, shall be true and correct on the date hereof and as of the Closing Date as though
such representations and warranties were made as of the Closing Date, and the Corporation and the Shareholders shall have duly
performed or complied with all of the obligations to be performed or complied with by it or him under the terms of this Agreement
on or prior to Closing.



(b)          The Shareholders and the Corporation shall have complied with and performed all agreements, covenants and conditions in this
Agreement required to be performed and complied with by them on or before the Closing Date, and that all requisite action (corporate
and other) in order to consummate this Agreement shall have been properly taken by the Shareholders and the Corporation.



(c)          No Material adverse change shall have occurred in the condition (financial or otherwise) of the Corporation, its assets or
its business considered as a whole.



- 22 -







(d)          The Purchaser shall have received from Borden Ladner Gervais
LLP, counsel to the Corporation and the Shareholders, an opinion of such counsel, dated the Closing Date, in substantially
the form attached hereto as Schedule 9.2(d).



(e)          All material authorizations, consents, waivers, Approvals or other action required in connection with the execution, delivery
and performance of this Agreement by the Shareholders and the consummation by the Shareholders of the transactions contemplated
hereby shall have been obtained, and the Corporation or the Shareholders shall have obtained any authorizations, consents, waivers,
approvals or other action required in connection with the execution, delivery and performance of this Agreement to prevent a material
breach or default by the Corporation or the Shareholders under any contract to which the Corporation or the Shareholders is or
are a party or for the continuation of any agreement to which the Corporation is a party and which relates and is material to
the business of the Corporation.



(f)           The Shareholders shall have delivered to the Purchaser all instruments of assignment, transfer and conveyance of the Purchased
Shares, including, without limitation, properly executed stock powers (assignments separate from certificate) and such other closing
documents as shall have been reasonably requested by the Purchaser, all in form and substance reasonably acceptable to the Purchaser’s
counsel.



(g)          At the Purchaser’s option, the Purchaser shall have received resignations of the directors and officers of the Corporation
from their positions as such, together with releases of the Corporation and Purchaser by such Shareholders, directors and officers
of any further liabilities or obligations which the Corporation may have to any Shareholder due to such relationship, all in form
and substance reasonably acceptable to the Purchaser’s counsel.



(h)          The Purchaser shall have received evidence, satisfactory to the Purchaser and its counsel, that any Shareholders Agreement
(if any exist) or similar agreement has been terminated on or prior to Closing or, in the alternative, that no Shareholders Agreement
exists.



(i)           All guarantees by the Corporation, if any, of the debts or obligations of any Person shall have been terminated or released.



(j)           All amounts owing by the Corporation to the Shareholders and their Affiliates and all Taxes have been paid in full.



(k)          The Purchaser shall have satisfactorily completed its due diligence review and audit of the Corporation's books and records
and operations.



(l)           The Purchaser shall have obtained all necessary board, shareholder, regulatory and third party approvals, including shareholder
and Exchange approval of the share purchase transaction contemplated herein as a “related party transaction” pursuant
to the policies of the Exchange.



- 23 -







(o)          Each
Shareholder shall have delivered to the Purchaser a certificate addressed to the Purchaser, certifying that: (i) the Shareholder
has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or
prior to the Closing Time other than those which have been waived by the Purchaser; (ii) the representations and warranties of
the Shareholder set forth in this Agreement are true and correct at the Closing Time, as if made at such time; and (iii) no Material
adverse change in the business or affairs of the Corporation has occurred or to the knowledge of such Shareholder is pending,
contemplated or threatened.



| | 9.3 | Conditions to the Shareholders’ Obligations
| | --- | -------------------------------------------



The
obligations of the Shareholders and the Corporation to consummate the transactions contemplated by this Agreement shall be subject
to the fulfilment at or prior to the Closing of each of the following conditions:



(a)          The representations and warranties of the Purchaser contained in this Agreement shall be true and correct on the date hereof
and as of the Closing Date as though such representations and warranties were made as of the Closing Date, and the Purchaser shall
have duly performed or complied with all of the obligations to be performed or complied with by it under the terms of this Agreement
on or prior to Closing.



(b)          The Shareholders and the Corporation shall have received from Owens, Wright LLP, counsel to the Purchaser, an opinion of such
counsel, dated the Closing Date, in substantially the form attached hereto as Schedule 9.3(b).



(c)          All Material authorizations, consents, waivers, approvals or other action required in connection with the execution, delivery
and performance of this Agreement by the Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby,
shall have been obtained.



(d)          The Purchaser shall have delivered to the Shareholders and the Corporation all other closing documents as shall have been
reasonably requested by the Shareholders and the Corporation, in form and substance reasonably acceptable to the Shareholders’
counsel.



(e)           The Purchaser shall have complied with and performed all agreements, covenants and conditions in this Agreement required to
be performed and complied with by it on or before the Closing Date, and that all requisite action (corporate and other) in order
to consummate this Agreement shall have been properly taken by the Purchaser.



(f)           No Material adverse change shall have occurred in the condition (financial or otherwise) of the Purchaser, its assets or its
business.



- 24 -







(g)          The Purchaser shall have delivered the Initial Payment to the Shareholders and the Escrow Agent, as the case may be, in accordance
with Section 3.1 hereof.



Article
10 - TERMINATION



| | 10.1 | Termination of Agreement
| | ---- | ------------------------



This Agreement
and the transactions contemplated hereby may be terminated at any time prior to Closing, as follows:



(a)          By mutual consent of the parties hereto.



(b)          By the Purchaser on the one hand or by the Shareholders on the other hand by reason of the breach by the other in any Material
respect of any of its or their representations, warranties, covenants or agreements contained in this Agreement which is not cured
within five days from the date of written notice of such breach.



(c)          By the Purchaser on the one hand or by the Shareholders on the other hand if the conditions precedent to their respective
obligations contained in Sections 9.2 or 9.3 hereof have not been met in all material respects.



(d)          By the Purchaser on the one hand or by the Shareholders on the other hand if any of the conditions described in Section 9.1
shall not have been fulfilled.



(e)          In the event of termination of this Agreement by reason of the breach by any party, then the non-offending party shall have
full recourse for any and all loss, costs, damages or liability suffered or incurred by them as a result of the breach.



Article
11 - INDEMNIFICATION



From and after
the Closing, the parties shall be indemnified and provide indemnity as set forth below:



| | 11.1 | Indemnification of the Purchaser by the Shareholders
| | ---- | ----------------------------------------------------



The Shareholders
covenant and agree with the Purchaser that they, jointly and severally, shall reimburse and indemnify and hold the Purchaser harmless
from, against and in respect of the following Claims:



(a)           any and all damage, loss, liability, claim or deficiency incurred by the Purchaser resulting from, or which exists or arises
due to, any untruth, inaccuracy, breach or omission of, from or in, the representations and warranties made or any non-fulfilment
of any covenant or agreement of the Shareholders under this Agreement, or from any untruth, inaccuracy, breach or omission of,
from or in, any representation or warranty, or any non-fulfilment of any covenant or agreement made by the Shareholders in the
Schedules or any other written statement, certificate or other instrument furnished to the Purchaser by or on behalf of the Shareholders
pursuant to this Agreement; and



- 25 -







(b)          any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and
other expenses (including, without limitation, reasonable audit and legal fees) incurred by the Purchaser resulting from the circumstances
described in Section 11.1(a) above.



| | 11.2 | Indemnification of the Shareholders and the Corporation
by the Purchaser
| | ---- | ------------------------------------------------------------------------



The Purchaser covenants
and agrees with the Shareholders and the Corporation that it shall reimburse and indemnify and hold the Shareholders and the Corporation
harmless from, against and in respect of the following Claims:



(a)          any and all damage, loss, liability, claim or deficiency incurred by the Shareholders resulting from, or which exists or arises
due to, any untruth, inaccuracy, breach or omission of, from or in, the representations and warranties made or from any untruth,
inaccuracy, breach or omission of, from or in, any representation or warranty, or any non-fulfilment of any covenant or agreement
made by the Purchaser in any other written statement, certificate or other instrument furnished to the Shareholders or the Corporation
by or on behalf of the Purchaser pursuant to this Agreement; and



(b)          any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and
other expenses (including, without limitation, reasonable audit and legal fees) incurred by the Shareholders or the Corporation
resulting from the circumstances described in Section 11.2(a) above, or from acts or omissions of the Corporation (or the Purchaser
as the successor-in-interest to the Corporation) occurring after the Closing.



- 26 -







| | 11.3 | Method of Asserting Claims
| | ---- | --------------------------



Subject to the
time period set forth in Section 11.4 hereof with respect to survival of representations and warranties, the party seeking indemnity
(“Indemnitee”) will give prompt written notice to the party providing indemnity (“Indemnitor”) of any
Claim which it discovers or of which it receives notice after the Closing and which might give rise to a Claim by it against the
Indemnitor under Article 11 hereof, stating the nature, basis and (to the extent known) amount thereof. In case of any Claim or
suit by a third party or by any governmental body, or any legal, administrative or arbitration proceeding with respect to which
the Indemnitor may have liability under the indemnity agreement contained in this Article 11, the Indemnitor shall be entitled
to participate therein, and, to the extent desired by it or them, to assume the defence thereof, and after notice from the Indemnitor
to Indemnitee of the election so to assume the defence thereof, the Indemnitor will not be liable to Indemnitee for any legal
or other expenses subsequently incurred by Indemnitee in connection with the defence thereof, other than reasonable costs of investigation,
unless the Indemnitor does not actually assume the defence thereof following notice of such election. Indemnitee and the Indemnitor
will render to each other such assistance as may reasonably be required of each other in order to insure proper and adequate defence
of any such suit, Claim or proceeding. Indemnitee will not make any settlement of any Claim which might give rise to liability
of an Indemnitor under the indemnity agreements contained in this Section without the written consent of the Indemnitor, which
consent shall not be unreasonably withheld, unless Indemnitee in the good faith exercise of its discretion, deems itself insecure
with respect to Indemnitor’s ability to pay the Claim. If the Indemnitor shall desire and be able to effect a bona fide
compromise or settlement of any such suit, Claim, or proceeding and Indemnitee shall unreasonably refuse to consent to such compromise
or settlement, then the Indemnitor’s liability under this Article 11 with respect to such suit, Claim or proceeding shall
be limited to the amount so offered in compromise or settlement together with all legal and other expenses which may have been
incurred prior to the date on which the Indemnitee has refused to consent to such compromise or settlement.



| | 11.4 | Nature and Survival of Representations
| | ---- | --------------------------------------



All statements
made by or on behalf of the Shareholders herein or in the Schedules, or in any other document, instrument, certificate, schedule
or list delivered to the Purchaser hereunder shall be deemed representations and warranties of the Shareholders, regardless of
any investigation made by or on behalf of the Purchaser; provided that the Purchaser covenants to notify promptly the Shareholders
of any breach of the representations, warranties or covenants made by the Shareholders herein, of which the Purchaser becomes
aware prior to the Closing. Upon receipt of such notice, the Shareholders shall have the right to terminate this Agreement at
no cost or liability to any party, unless such breach was caused by an affirmative act of any Shareholder. The representations
and warranties made by the Shareholders under this Agreement shall survive the Closing until the second anniversary of the Closing
Date, except that all representations and warranties made in or pursuant to Sections 5.1 through 5.3 hereof shall survive the
Closing indefinitely and any representations and warranties made with respect to Taxes shall survive until the applicable statute
of limitations applicable to any such Tax has expired, including any appeal periods applicable thereto. The representations and
warranties made by the Purchaser under this Agreement shall survive the Closing until the second anniversary of the Closing Date.



| | 11.5 | Oral Representations
| | ---- | --------------------



The Purchaser shall
not be entitled to any oral representation made or allegedly made by any party in respect to the matters contained herein.



- 27 -







Article
12 - GENERAL PROVISIONS



The Shareholders,
the Corporation and the Purchaser further covenant and agree as follows:



| | 12.1 | Waiver of Terms
| | ---- | ---------------



Any of the terms
or conditions of this Agreement may be waived at any time by the party or parties entitled to the benefit thereof but only by
a written notice signed by the party or parties waiving such terms or conditions.



| | 12.2 | Amendment of Agreement
| | ---- | ----------------------



This Agreement
may be amended, supplemented or interpreted at any time only by written instrument duly executed by each of the Shareholders,
the Corporation and the Purchaser.



| | 12.3 | Payment of Expenses
| | ---- | -------------------



Except
as set forth in Article 3 above and as provided for herein, the Shareholders and the Purchaser shall each pay their or its own
expenses, including, without limitation, the expenses of their or its own counsel, investment bankers and accountants, incurred
in connection with the preparation, execution and delivery of this Agreement and the other agreements and documents referred to
herein and the consummation of the transactions contemplated hereby and thereby. The Purchaser shall pay the expenses incurred
by the Corporation in connection with the preparation and review of the Financial Statements by the accountants of the Corporation,
such amount not to exceed in total $10,000. In any action brought by either the Shareholders, the Corporation or the Purchaser
to enforce any of the provisions of this Agreement and the other agreements and documents referred to herein, all expenses incurred
by the prevailing party in connection with such actions, including reasonable attorneys’ fees, shall be borne by the non-prevailing
party in such action.



| | 12.4 | Contents of Agreement, Parties in Interest, Assignment
| | ---- | ------------------------------------------------------



This Agreement
and the other agreements and documents referred to herein set forth the entire understanding of the parties with respect to the
subject matter hereof. Any previous agreements or understandings between the parties regarding the subject matter hereof are superseded
by this Agreement. All representations, warranties, covenants, terms and conditions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective heirs, legal representatives, successors and permitted assigns of
the parties hereto; provided, however, that none of the rights or obligations of any of the parties hereto may be assigned without
the prior written consent of, in the case of assignment by the Shareholders, the Purchaser, or, in the case of assignment by the
Purchaser, the Shareholders, which consent shall not unreasonably be withheld; provided however, that the Purchaser may assign
all or part of its rights under this Agreement and may delegate all or part of its obligations under this Agreement to one or
more corporations all or substantially all of the capital stock or equity interest of which is owned, directly or indirectly,
by the Purchaser or the Purchaser’s shareholders, in which event all the rights and powers of the Purchaser and the remedies
available to it under this Agreement shall extend to and be enforceable by such assignee. Any such assignment and delegation shall
not release the Purchaser from its obligations under this Agreement, and further the Purchaser guarantees to the Shareholders
the performance by each such assignee of its obligations under this Agreement. In the event of any such assignment and delegation,
the term “the Purchaser” as used in this Agreement shall be deemed to refer to each such assignee of the Purchaser
and shall be deemed to include both the Purchaser and each such assignee where appropriate.



- 28 -







| | 12.5 | Notices
| | ---- | -------



All notices, requests,
demands and other communications required or permitted to be given hereunder shall be by hand-delivery, certified or registered
mail, return receipt requested; telex, telecopier, or next day air courier to the parties set forth below. Such notices shall
be deemed given: at the time personally delivered, if delivered by hand; three days after deposit in the Canadian mail, if sent
by registered mail; upon delivery, with receipt acknowledged, if telecopied; and the next business day after timely delivery to
the courier, if sent by courier.



|If to the Purchaser:    | 828 Richmond Street West
    Toronto, Ontario M6J 1C9
|----------------------- | -----------------------------------------------------
|                        |                                                      
|                        | Attention: President                                 
|                        | Facsimile: (416) 703-8752                            
|                        |                                                      
|With a copy to:         | Owens, Wright LLP                                    
|                        | Suite 300, 20 Holly Street                           
|                        | Toronto, Ontario M4Y 0A2                             
|                        |                                                      
|                        | Attention: John Wright                               
|                        | Facsimile: 416-486-3309                              
|                        |                                                      
|If to the Shareholders: | As
per Schedule 2.1.                                 
|                        |                                                      
|With a copy to:         | Borden
    Ladner Gervais LLP                        
|                        | 40 King
    Street West                              
|                        | Toronto,
    Ontario M5H 3Y4                         
|                        |                                                      
|                        | Attention:
    Jeffrey Graham                        
|                        | Facsimile:
    416-361-7377                          



Any party hereto
may change its notice address by proper notice to the other parties.



| | 12.6 | Brokers
| | ---- | -------



The Purchaser,
on the one hand, and the Shareholders, on the other hand, represent and warrant that none of them has retained or used the services
of any individual, firm or corporation in such manner as to entitle such individual, firm or corporation to any compensation for
brokers’ or finders’ fees with respect to the transactions contemplated hereby for which the other may be liable or
for which the Corporation may be liable.



- 29 -







| | 12.7 | Severability
| | ---- | ------------



In
the event that any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions of this Agreement shall not be in any way impaired.



| | 12.8 | Counterparts
| | ---- | ------------



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



| | 12.9 | Headings
| | ---- | --------



The
headings of the Sections and the subsections of this Agreement are inserted for convenience of reference only and shall not constitute
a part hereof.



| | 12.10 | Governing Law; Jurisdiction
| | ----- | ---------------------------



This
Agreement shall be governed, construed and, subject to Section 12.14 hereof, enforced in accordance with the internal laws of
the Province of Ontario and the parties hereto attorn to the jurisdiction of the courts thereof, excluding any choice of law rules
which may direct the application of the laws of another jurisdiction.



| | 12.11 | Instruments of Further Assurance
| | ----- | --------------------------------



Each
of the parties hereto agrees, upon the request of any of the other parties hereto, from time to time to execute and deliver to
such other party or parties all such instruments and documents of further assurance or otherwise as shall be reasonable under
the circumstances, and to do any and all such acts and things as may reasonably be required to carry out the obligations of such
requested party hereunder.



| | 12.12 | No Third Party Beneficiaries
| | ----- | ----------------------------



Nothing
in this Agreement is intended nor shall it be construed to give any person, firm, corporation or other entity, other than the
parties hereto and their respective successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement
or any provisions hereof.



| | 12.13 | Currency
| | ----- | --------



All monetary amounts
expressed in this Agreement and all payments required by this Agreement are and shall be in Canadian dollars.



- 30 -







| | 12.14 | Arbitration
| | ----- | -----------



If there is any
dispute or claim concerning the interpretation of this Agreement, and the relative rights and obligations of the parties hereunder,
the parties agree that each party will provide written notice of any claim or dispute under this Agreement, and will use best
efforts for a period of 15 days following delivery of such notice to agree upon a mutually acceptable attorney to act as an arbitrator
of such claim or dispute. If the parties are not able to agree on a mutually satisfactory arbitrator within the foregoing 15-day
period, each party will designate an attorney and the two attorneys so designated will select a third attorney to act as an arbitrator
of such claim or dispute. Any such arbitration shall be conducted in accordance with the rules of the Arbitration Act (Ontario).
The decision of any arbitrator selected in accordance with this Section 12.14 will be final and binding upon the parties. In order
to be selected as an arbitrator pursuant to this Section 12.14, an attorney must be an equity partner (or comparable) of a law
firm located in Toronto, Ontario and must be experienced in commercial transactions.



[Remainder of
page intentionally left blank]



- 31 -







IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties hereto on the day and year first above written.



|SIGNED, SEALED & DELIVERED |  | ) |                                                                                                                                                                         
|-------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|in the presence of:        |  | ) |                                                                                                                                                                         
|                           |  | ) |                                                                                                                                                                         
|                           |  | ) |                                                                                                                                                                         
|                           |  |   |                                                                                                                                                                         
|/s/
    Warren Chan        |  | ) | /s/ Anthony Giovinazzo                                                                                                                                                  
|Witness                    |  | ) | ANTHONY GIOVINAZZO                                                                                                                                                      
|                           |  | ) |                                                                                                                                                                         
|                           |  | ) |                                                                                                                                                                         
|                           |  | ) |                                                                                                                                                                         
|/s/
    Warren Chan        |  |   | /s/ Anthony Giovinazzo                                                                                                                                                  
|Witness                    |  |   | ANTHONY GIOVINAZZO on
    behalf of Collabrity, Inc., David Hedden, Robin Walker, Judi Weissinger, John Nardini and Joseph Giovinazzo pursuant to powers
    of attorney



|CYNAPSUS THERAPEUTICS INC. |                            | ADAGIO PHARMACEUTICALS LTD.
|-------------------------- | -------------------------- | ---------------------------
|                           |                            |                            
|Per:                       | /s/ Andrew Williams        |                            
|                           | Authorized Signing Officer |                            
|                           |                            |                            
|Per:                       | /s/ Rochelle Stenzler      |                            
|                           | Authorized Signing Officer |                            



- 32 -







EXHIBIT “A”



| | 1. | Anthony
                                         Giovinazzo
| | -- | -----------------------------------------------------------



| | 2. | David
                                         Hedden
| | -- | -----------------------------------------------------



| | 3. | Robin
                                         Walker
| | -- | -----------------------------------------------------



| | 4. | Judi
                                         Weissinger
| | -- | --------------------------------------------------------



| | 5. | John
                                         Nardini
| | -- | -----------------------------------------------------



| | 6. | Joseph
                                         Giovinazzo
| | -- | ----------------------------------------------------------



| | 7. | Collabrity,
                                         Inc.
| | -- | ---------------------------------------------------------



- 33 -