Exhibit 10.1 


 


Stock
Purchase Agreement


 


Dated as of September 22, 2015


 


By and Among


 


SKOOKUM SAFETY SOLUTIONS CORP.


 


AND


 


THE SELLERS


(AS LISTED ON SCHEDULE I)


 


AND


 


The
Purchasers


(as
listed on Schedule iI) 


 




     


     


    

  


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT, (this “Agreement”)
is made this 22 day of September 2015, by and among the Sellers listed on Schedule I (each a “Seller”
and, collectively, the “Sellers”), the Purchasers listed on Schedule II (each a “Purchaser”
and, collectively, the “Purchasers”), and Skookum Safety Solutions Corp., a Nevada corporation, (“SKSK”
or the “Company”). The Sellers, the Company, and the Purchasers may be referred
to herein each as a “Party” and collectively, as the “Parties”.


 


WITNESSETH:


 


WHEREAS, the Sellers are the record
owners of 22,980,000 (the “Shares”), representing 99.9% of the Company’s common stock, par value $0.001
per share (the “Common Stock”); and


 


WHEREAS, pursuant to the terms and
conditions of this Agreement, Sellers desire to sell to the Purchasers and the Purchasers desire to purchase from the Sellers all
of the Shares (the “Acquisition”), for an aggregate purchase price of $275,000 (the “Purchase
Price”).


 


NOW THEREFORE, in consideration of
the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:


 


Article
I

SALE OF SECURITIES


 


1.01         Purchase
and Sale. Subject to and upon the terms and conditions of this Agreement, on the Closing Date (defined below), the Sellers
shall sell, assign, transfer, convey, and deliver to Purchasers, and Purchasers shall purchase from the Sellers, the Shares.


 


1.02         Purchase
Price. Subject to and upon the terms and conditions of this Agreement, on the Closing Date, the Purchasers shall pay
to the Sellers, in full payment for the Shares and in reliance upon the representations and warranties made herein by the Sellers,
the Purchase Price to the Sellers.


 


1.03         Closing.


 


(a)          The
sale and delivery of the Shares to Purchasers, the payment of the Purchase Price to Sellers, and the consummation of the other
respective obligations of the parties hereto contemplated by this Agreement will take place at a closing (the “Closing”),
which will take place at a mutually acceptable location and date (the “Closing Date”).


 


(b)          At
the Closing:


 


(i)          The
Sellers shall deliver to the Purchasers a certificate (or certificates) for the Shares, along with a fully executed stock power
duly endorsed in form for transfer to the Purchasers.


 


(ii)         The
Purchasers shall pay to the Sellers the net Purchase Price for the Shares.


 


(c)          At
and at any time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances,
instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions
contemplated by this Agreement.


 




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(d)          All
representations, covenants and warranties of the Purchasers and Sellers contained in this Agreement shall be true and correct on
and as of the Closing Date with the same effect as though the same had been made on and as of such date.


 


Article
II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND COMPANY


 


Sellers and the Company
represent and warrant to the Purchasers, jointly and severally, the following:


 


2.01         Organization.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has
the requisite corporate power and authority to own its properties and assets and carry on its business as now being conducted.
The Company is duly qualified as a foreign entity to do business and is in good standing in the every jurisdiction in which its
ownership of property or the nature of the business conducted by it makes such qualification necessary. All actions taken by the
incorporators, directors and/or shareholders of the Company have been valid and in accordance with the laws of the State of Nevada.


 


2.02         OTC
Markets Listing. The Common Stock is included for quotation on the OTC Pink, under the symbol “SKSK”


 


2.03         Authorization;
Enforcement; Validity.


 


(a)          The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each
of the other agreements to be entered into by the Parties hereto in connection with the transactions contemplated by this Agreement
(collectively, the “Transaction Documents”). The execution and delivery of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, has been duly authorized
by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors
or its shareholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and
constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms.


 


(b)          Sellers
have all requisite power, authority and legal capacity to execute and deliver this Agreement and all other Transaction Documents
to which Sellers are a party and to perform the transactions contemplated hereby and thereby. This Agreement has been duly executed
and delivered by Sellers and constitutes a valid and binding obligation of the Seller, enforceable against Sellers in accordance
with its terms. At Closing, all other Transaction Documents to be executed and delivered by Sellers shall have been duly executed
and delivered by Seller. All other Transaction Documents executed and delivered by Sellers shall constitute valid and binding obligations
of Seller, enforceable against Sellers in accordance with their terms.


 




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2.04         Capital.
The Company is authorized to issue an aggregate number of thirty million (30,000,000) shares of Common Stock. At the present time,
23,000,000 shares of Common Stock are issued and outstanding. All outstanding shares of Common Stock have been duly authorized
and validly issued and are fully paid and non-assessable. Sellers are the lawful record and beneficial owner of the Shares. All
outstanding shares of Common Stock, including the Shares, are free of liens, encumbrances, security interests, pledges, charges,
clouds on title, options, restrictions and legal or equitable rights of any persons including, but not limited to, rights of first
refusal, pre-emptive and/or similar rights (collectively, “Encumbrances”). There are no outstanding subscriptions,
options, rights, warrants, convertible securities, or other agreements or commitments obligating the Sellers and/or Company
to issue or to transfer any shares of its capital stock and other than the Acquisition does Sellers have any such obligation
with respect to their Shares. None of the outstanding shares of Common Stock are subject to any stock restriction agreements and/or
rights of first refusal, pre-emptive or similar rights. All of the issued and outstanding capital stock of the Company has been
issued in compliance with all applicable law, including, but not limited to, all state securities Laws. There are 43 shareholders
of record of the company. All of such shareholders have valid title to such shares and acquired their shares in compliance with
all applicable laws, including, but not limited to, all state securities Laws. Sellers have delivered to Purchaser a true and correct
list of shareholders as of the Closing Date certified by the Company’s transfer agent listing the name, address and amount
of shares of Common Stock owned by each shareholder. There are no options, warrants, rights, convertible or exchangeable securities,
“phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements
or undertakings of any kind which are outstanding or to which the Company is a party or by which it is bound (x) obligating the
Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity
interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest
in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security,
commitment, contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right
similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company.


 


2.05         Subsidiaries.
The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust,
joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint
venture, partnership or similar arrangement.


 


2.06         SEC
Documents; Financial Statements. The Company is required under Section 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and has timely (including within any additional time periods provided by Rule 12b-25
under the Exchange Act) filed all reports, schedules, forms, statements and other documents required to be filed by it with the
SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the Closing Date, all exhibits
included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, all amendments
thereto and all schedules and exhibits thereto and to any such amendments being hereinafter referred to as the “SEC
Documents”). The Company has delivered to Purchaser true, correct and complete copies of the SEC Documents not available
on the SEC’s EDGAR system. Except as corrected by subsequent amendments thereto, as of their respective filing dates, the
SEC Documents (and the Registration Statement (as defined below), the Amended Registration Statement (as defined below), and each
prospectus forming a part thereof), complied in all material respects with the requirements of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents (and the Securities Act of 1933, as amended (the
“Securities Act”) and the rules and regulations promulgated thereunder as to the Registration Statement
(and the prospectus forming a part thereof) and the Amended Registration Statement (and the prospectus forming a part thereof).
As of their respective filing dates, none of the SEC Documents (and/or the Registration Statement (and the prospectus forming a
part thereof), and the Amended Registration Statement (nor the prospectus forming a part thereof)), contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the
financial statements of the Company included in the SEC Documents (and the Registration Statement (and the prospectus forming a
part thereof), and the Amended Registration Statement (and the prospectus forming a part thereof), (collectively, the “Financial
Statements”) complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally
accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in
such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments).


 




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2.07         Indebtedness.
Except as disclosed in the SEC Documents, the Company has no liabilities, obligations and/or indebtedness of any nature (absolute,
accrued, direct, indirect, contingent or otherwise) that were to be disclosed in the SEC Documents. The Company is not a guarantor
or indemnitor of any indebtedness of any other person, firm, or corporation.


 


2.08         Litigation.
Neither Sellers nor the Company is a party to any direct and/or indirect litigation, arbitration and/or other proceedings and neither
Sellers nor the Company is aware of any pending, threatened or asserted claims, lawsuits or contingencies involving the Company,
the Sellers and/or the Shares. To the best of knowledge of the Sellers and the Company, there is no dispute of any kind between
the Company and any third party. As of the Closing Date, the Company will be free from any and all liabilities, liens, claims and/or
commitments. The Company is not a party to any suit, action, arbitration, or legal administrative or other proceeding, or pending
governmental investigation. To the best knowledge of the Sellers, there is no basis for any action or proceeding and no such action
or proceeding is threatened against the Company. The Company is not a party to or in default with respect to any order, writ, injunction,
or decree of any federal, state, local, or foreign court, department, agency, or instrumentality.


 


2.09         Taxes/Tax
Returns. Taxes. (a) All Tax Returns, as hereinafter defined, required to be filed by the Company on or prior to the
Effective Time or with respect to taxable periods ending on or prior to the Effective Time have been or will be prepared in good
faith and timely filed with the appropriate Governmental Entity on or prior to the Effective Time or by the due date thereof including
extensions.


 


(b)          All
“Taxes”, as hereinafter defined, that are required to be paid have been or will be fully paid.


(c)          The
Company has not waived any statute of limitations with respect to federal and state income Taxes or agreed to any extension of
time with respect to federal income or state Tax assessment or deficiency.


 


(d)          As
of the date hereof, there are not pending or, to the knowledge of the Company, threatened any audits, examinations, investigations
or other proceedings in respect of matters of Tax that (i) were raised by any taxing authority in a written communication to the
Company or any thereof; and (ii) would, if determined adversely to the Company, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


2.10         No
Conflicts. The execution and delivery of this Agreement and the other Transaction Documents by the Sellers and the Company
and the performance by the Sellers and the Company of their respective obligations hereunder and thereunder will not cause, constitute,
or conflict with or result in (a) any breach or violation or any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which the Company,
the officers, directors and/or Sellers are a party, or by which any other such persons may be bound, nor will any consents or authorizations
of any party be required, (b) an event that would cause the Company (and/or assigns) or any Sellers to be liable to any party,
or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset of the Company
or upon the Shares.


 


2.11         Compliance
with Laws. Sellers and the Company have complied in all material respects, with, and is not in violation of any, federal, state,
or local statute, law, and/or regulation pertaining. Sellers and the Company have complied with all federal and state securities
laws in connection with the offer, sale and distribution of its securities.


 


2.12         Closing
Documents. All minutes, consents or other documents pertaining to the Company to be delivered at the Closing shall be valid
and in accordance with the laws of Nevada.


 


2.13         Title.
The Sellers have good, clean and marketable title to all of the Shares. The Shares are free and clear of and from all Encumbrances,
except for restrictions on transfer imposed by federal and state securities laws. None of the Shares are or will be subject to
any voting trust or agreement nor subject to any rights of first refusal, pre-emptive or similar rights. No person holds or has
the right to receive any proxy or similar instrument with respect to any of the Shares. Sellers are not a party to any agreement
which offers or grants to any person the right to purchase or acquire any of the Shares. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the purchase of the Shares by Purchaser, impair, restrict
or delay voting rights with respect to the Shares.


 




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2.14         No
Rights. Sellers acknowledge and understand that as of the date of this Agreement and following the sale of the Sellers’
Shares to Purchasers, Sellers will have no rights to, directly or indirectly beneficially own, have the right to acquire, authorize
the sale of, vote, receive dividends, or have any claims or any rights, including voting rights, relating to such Shares.


 


2.15         Future
Appreciation. Sellers acknowledge and understand that as a result of the sale of the Sellers’ Shares, Sellers will be
foregoing any opportunity Sellers may have to realize appreciation in the value of the Company and/or the Shares.


 


2.16         Representations.
All representations and warranties shall be true as of the Closing.


 


2.17         Contract
and Leases; Liabilities; Properties; Employees. The Company, except as stated in the SEC Documents: (i) has no assets; (ii)
conducts no business; (iii) is not a party to any contract, agreement or lease; (iv) has no liabilities (absolute, accrued, contingent
or otherwise); (v) owns no property (real, personal or otherwise); (vi) has no employees, other than the Sellers; and/or (vii)
has no directors, other than the Sellers.


 


2.18         Brokers.
There is no broker, finder or investment banker or other Person entitled to any brokerage, finder’s, investment banking or
other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made
by or on behalf of the Company or Purchaser.


 


2.19         No
Other Agreements to Sell. Company has no obligation, absolute or contingent, legally binding or otherwise to any other ‘Person’,
as hereinafter defined, to sell any portion of its assets, to sell any portion of its capital stock or other ownership interests
or to affect any merger, consolidation or other reorganization of itself or to enter into any agreement with respect thereto.


 


2.20         Absence
of Certain Changes or Events. (a)          Company
has not (i) amended its Certificate of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment
of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase
or redeem, any of its capital stock; (iii) made any change in its method of management, operation, or accounting; (v) entered into
any transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance
or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become
payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus,
deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or
with its officers, directors, or employees;


 


(b)          Company
has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate
securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any
material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business;
(iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities
reflected in or shown on the most recent Company’s balance sheet and current liabilities incurred since that date in the
ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement
and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its
assets, property, or rights, (v) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities
including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement;
and


 




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(c)          Company
has no assets, liabilities or accounts payable of any kind or nature, actual or contingent, in excess of $2,000 in the aggregate
as of the Closing Date. All liabilities or accounts payable will be paid with the proceeds from the Closing.


 


Article
III


 


REPRESENTATIONS AND
WARRANTIES OF THE PURCHASERS


 


3.01         Acquisition
for Investment.     The Purchasers are acquiring the Shares solely for its own account for the purpose
of investment and not with a view to or for sale in connection with distribution. The Purchasers do not have a present intention
to sell the Shares, nor a present arrangement (whether or not legally binding) or intention to affect any distribution of the Shares
to or through any person or entity. The Purchasers acknowledge that it is able to bear the financial risks associated with an investment
in the Shares and that it has been given full access to such records of the Company and to the officers of the Company and received
such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge
and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be
able to evaluate the risks and merits of its investment in the Seller.


 


3.02         Sophistication.     The
Purchasers are sophisticated investors, as described in Rule 506(b)(2)(ii) promulgated under the Securities Act and has such experience
in business and financial matters that it is capable of evaluating the merits and risk of an investment in the Company.


 


3.03         Opportunities
for Additional Information.     The Purchasers acknowledge that such Purchasers have had the opportunity
to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning
the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchasers’ personal
knowledge of the Company’s affairs, such Purchasers have asked such questions and received answers to the full satisfaction
of such Purchasers, and such Purchaser desires to invest in the Company.


 


3.04         Rule
144.     The Purchasers understand that the Shares may not be offered for sale, sold, assigned or
transferred unless such Shares are registered under the Securities Act or an exemption from registration is available. The Purchasers
acknowledge that such Purchasers are familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated
pursuant to the Securities Act (“Rule 144”), and that such persons have been advised that Rule 144 permits resale only
under certain circumstances. The Purchasers understand that to the extent that Rule 144 is not available, Purchasers will be unable
to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration
requirement.


 


3.05         Legends.     The
Purchasers hereby agree with the Company that the Shares will bear the following legend or one that is substantially similar to
the following legend:


 




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THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2)
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE SELLERS AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE SELLERS, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.


 


3.06         Additional
Legend; Consent. Additionally, the Shares will bear any legend required by the “blue sky” laws of any state to
the extent such laws are applicable to the securities represented by the certificate so legended. The Purchasers consent to the
Company making a notation on its records or giving instructions to any transfer agent of Shares in order to implement the restrictions
on transfer of the Common Shares.


 


Article
IV

CLOSING CONDITIONS; CLOSING DELIVERIES; POST CLOSING COVENANTS


 


4.01         Conditions
of Purchaser’s Obligations at Closing. The obligation of Purchasers to purchase and pay for the Shares at the Closing
is subject to the fulfillment as of the Closing Date of the following conditions, to the Purchasers’ satisfaction or waiver
in its sole and absolute discretion:


 


(a)          Representations,
Warranties; Obligations. The Sellers’ and the Company’s representations and warranties contained in this Agreement
shall be true, complete and correct at and as of the Closing Date (both immediately prior to and immediately after giving effect
to the transactions contemplated by this Agreement and the other Transaction Documents) and the Sellers and the Company shall have
duly performed and complied with all covenants and obligations required by this Agreement or the other Transaction Documents to
be performed or complied with by it on or before the Closing Date.


 


(b)          Absence
of Litigation. No action or proceeding shall be pending or ongoing by or before any court or other governmental or administrative
body or agency (i) seeking to restrain, enjoin, prohibit or invalidate any of the transactions contemplated by this Agreement and
the other Transaction Documents, (ii) to deregister the Common Stock, (iii) to make the Common Stock not DTC eligible, or (iv)
to remove the Common Stock from the OTC Pink.


 


(c)          No
Changes. No change has occurred since the filing of the Company’s last Annual Report on Form 10-K with the SEC that the
Purchaser believes could affect the Company.


 


(d)          Certain
SEC Filings. The Company shall have filed with the SEC through and including the Closing Date, all periodic reports required
to be filed by it under SEC rules and regulations including, but not limited to (i) all Current Reports on Form 8-K, and (ii) all
Quarterly Reports on Form 10-Q.


 


(e)          Sellers’
and the Company’s Closing Deliveries. The Sellers and the Company shall have delivered to Purchasers all of the following
documents and instruments:


 


(i)          this
Agreement and the other Transaction Documents to which the Sellers and the Company are a party, duly executed by Sellers and the
Company;


 


(ii)         stock
certificate or certificates representing the Shares, along with stock powers with signature guarantee acceptable to the Company’s
transfer agent, representing the Shares, endorsed in favor of the name or names as designated by Purchaser or left blank, as may
be requested by the Purchaser;


 




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(iii)        executed
resignation letters from Natalie M. Rydstrom, the Company’s sole officer, effective as of the Closing Date;


 


(iv)        executed
resignation letters from the Company’s sole director, Natalie M. Rydstrom, effective as of the Closing Date;


 


(v)         executed
resolutions of the Company’s board of directors appointing Yao Jun as a Director, President, and Chief Financial Officer
of the Company, effective as of the Closing Date;


 


(vi)        all
of the original business and corporate records of the Company, including, but not limited to, correspondence (including correspondence
with FINRA, the SEC, State securities regulators, blue sky filings and all other regulatory and governmental entities) files, bank
statements, the Articles of Incorporation (filed with the Secretary of State of the State of Nevada on October 18, 2010, which
Articles of Incorporation have not been amended) and the By-Laws (which have not been amended) of the Company, checkbooks, savings
account books, minutes of shareholder and directors meetings or written consents, financial statements, shareholder listings, stock
transfer records, agreements and contracts that exist and such other documents as the Purchaser shall reasonably request;


 


(vii)       correspondence
relating to listing of the Company’s Common Stock on the OTC Pink;


 


(viii)      all
correspondence and documents with and between the Company and its auditors;


 


(ix)         certificate
of Good Standing from the Secretary of State of Nevada dated within five (5) business days of the Closing Date;


 


(x)          current
certified shareholder list from the Company’s transfer agent;


 


(xi)         the
Company’s EDGAR filing codes;


 


(xii)        all
other books and records of the Company, including bank statements, bank records and DTC Reports; and


 


such other documents of the
Company as may be reasonably required by Purchasers which shall not cause the Sellers unreasonable hardship;


 


4.02         Conditions
of Sellers’ and the Company’s Obligations at Closing. The obligation of the Sellers and the Company to complete
the Acquisition and sell the Shares to the Purchasers is subject to the fulfillment as of the Closing Date of the following conditions,
to Seller’s satisfaction or waiver in their sole and absolute discretion:


 


(a)          Representations,
Warranties; Obligations. Each of the Purchasers’ representations and warranties contained in this Agreement shall be
true, complete and correct at and as of the Closing Date (both immediately prior to and immediately after giving effect to the
transactions contemplated by this Agreement and the other Transaction Documents) and the Purchasers shall have duly performed and
complied with all covenants and obligations required by this Agreement or the other Transaction Documents to be performed or complied
with by it on or before the Closing Date.


 




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(b)          Absence
of Litigation. No action or proceeding shall be pending or ongoing by or before any court or other governmental or administrative
body or agency seeking to restrain, enjoin, prohibit or invalidate any of the transactions contemplated by this Agreement and the
other Transaction Documents.


 


(c)          Purchasers’
Closing Deliveries. Purchasers shall have delivered to Sellers all of the following documents and instruments:


 


(i)          this
Agreement and the other Transaction Documents to which the Purchasers are a party, duly executed by the Purchasers; and


 


(ii)         the
Purchase Price.


 


4.03         Post-Closing
Covenants.


 


(a)          Filings
with Government Agencies. No later than the last day required by SEC rules and regulations from the Closing Date, the Purchasers
shall file the Current Report on Form 8-K with the SEC, disclosing the Acquisition, the change of control of the Company and such
other items required to be disclosed pursuant to SEC rules and regulations.


 


Article
V

REMEDIES


 


5.01         Termination.     In
addition to any other remedies, the Purchasers may terminate this Agreement, if at the Closing, the Sellers have failed to comply
with all material terms of this Agreement, including but not limited to, all conditions to Closing as set forth in Section 4.01
hereof, has failed to supply any documents required by this Agreement unless they do not exist, or has failed to disclose any material
facts which could have a material adverse effect on the Company, or on Purchasers’ acquiring good title to the Shares, or
on any part of this transaction. The Sellers may terminate this Agreement, if at the Closing, the Purchasers have failed to comply
with all material terms of this Agreement, including but not limited to, all conditions to Closing as set forth in Section 4.02
hereof, have failed to supply any documents required by this Agreement unless they do not exist.


 


5.02         Indemnification.     From
and after the Closing, the Parties, jointly and severally, agree to indemnify the other against all actual losses, damages and
expenses including, but not limited to, legal fees and expenses caused by (i) any material breach of this Agreement by them or
any material misrepresentation contained herein including any representation and/or warranty, or (ii) any misstatement of a material
fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not misleading.


 


5.03         Indemnification
Non-Exclusive     The foregoing indemnification provision is in addition to, and not derogation of
any statutory, equitable or common law remedy any party may have for breach of representation, warranty, covenant or agreement.


 


Article
VI

MISCELLANEOUS


 


6.01         Captions
and Headings.     The article and paragraph headings throughout this Agreement are for convenience
and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.


 




    	 	10	 



     


    

 


6.02         Amendments.     This
Agreement and any provision hereof, may be waived, changed, modified, or discharged, only by an agreement in writing signed by
the Party against whom enforcement of any waiver, change, modification, or discharge is sought.


 


6.03         Non
Waiver.     Except as otherwise expressly provided herein, no waiver of any covenant, condition, or
provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver
or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything
required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other or subsequent breach.


 


6.04         Entire
Agreement.     This Agreement, including any and all attachments hereto, if any, contain the entire
Agreement and understanding between the parties hereto, and supersede all prior agreements and understandings.


 


6.05         Partial
Invalidity.     In the event that any condition, covenant, or other provision of this Agreement is
held to be invalid or void by any court of competent jurisdiction, it shall be deemed severable from the remainder of this Agreement
and shall in no way affect any other condition, covenant or other provision of the Agreement. If such condition, covenant, or other
provision is held to be invalid due to its scope or breadth, it is agreed that it shall be deemed to remain valid to the extent
permitted by law.


 


6.06         Counterparts.     This
Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures will be acceptable to all parties.


 


6.07         Notices.     All
notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing
if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or on the
second day if faxed, and properly addressed or faxed as follows:


 


	 	If to the Purchaser:
	 	Yaojun “Larry” Liu
	 	1528 Brookhollow Drive
	 	Santa Ana, CA 92705
	 	Email: larryliu36@gmail.com
	 	Phone:  (949) 324-8855
	 	 
	 	If to the Sellers:
	 	 
	 	If to the Company: 
	 	 
	 	Skookum Safety Solutions Corp.
	 	E09 Calle Jacarandas, Urbanizacion Los Laureles
	 	Escazu San Jose, Costa Rica
	 	Attn: Natalie M. Rydstrom
	 	Phone: (866) 279-7880


 




    	 	11	 



     


    

 


	 	With a copy to (which shall not constitute notice):
	 	 
	 	Szaferman Lakind Blumstein & Blader, PC
	 	101 Grovers Mill Road
	 	Second Floor
	 	Lawrenceville, NJ 08648
	 	Attn: Gregg E. Jaclin, Esq.
	 	Phone: (609) 275-0400
	 	Fax: (609) 555-0969


 


6.08         Binding
Effect.     This Agreement shall inure to and be binding upon the heirs, executors, personal representatives,
successors and assigns of each of the Parties to this Agreement


 


6.09         Effect
of Closing.     All representations, warranties, covenants, and agreements of the parties contained
in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as
of the Closing and shall survive the Closing of this Agreement for a period of one year.


 


6.10         Mutual
Cooperation. The Parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute
such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction
described herein.


 


6.11         Governing
Law.     This Agreement shall be governed by and construed solely and exclusively in accordance with
the internal laws of the State of Nevada without regard to the conflicts of laws principles thereof. The parties hereto hereby
expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement
shall be brought solely in a federal or state court located in the State of New York. By its execution hereof, the parties hereby
covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the
State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail
or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served
upon them in New York, New York. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not
a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect
thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other
party hereto of all of its reasonable counsel fees and disbursements.


 


ARTICLE VII


CONDUCT PENDING THE CLOSING


 


7.1           Operations
of Company.     (a) Company covenants for itself that, after the date hereof and prior to the Closing
(unless Seller shall otherwise approve in writing or required by applicable law) Company shall not:


(i)          conduct
any business;


(ii)         (A)
amend its certificate of incorporation or by-laws, or adopt any stockholders’ rights plan or enter into any agreement with
any of its stockholders in their capacity as such, (B) split, combine, subdivide or reclassify its outstanding shares of its capital,
(C) declare, set aside, make or pay any dividend or distribution payable in cash, stock or property in respect of any of its capital
stock, or, (D) repurchase, redeem or otherwise acquire to purchase, redeem or otherwise acquire, any shares of its capital stock;


 




    	 	12	 



     


    

 

 


(iii)       take or fail to take any action
that would (A) cause any of its representations and warranties herein to become inaccurate or misleading in any material respect;


(iv)      issue, deliver, sell or encumber
shares of any class of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any
such shares;


(v)       acquire or make any investment in
any business or other Person, whether by merger, consolidation, purchase of property or assets or otherwise; and/or,


(vi)       enter into any commitments or agreements
to do any business or other Person, whether by merger, consolidation, purchase of property or assets or otherwise;


 


ARTICLE
VIII


ADDITIONAL AGREEMENTS


 


8.1       Expenses. Whether or not
this Agreement is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby, shall be paid by the Party incurring such expenses.


 


8.2       Review
of Information. Subject to applicable laws relating to the exchange of information, each Party shall have the right to review
in advance, and to the extent practicable, each will consult with the other about all information relating to that appears in any
filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with this Agreement.
In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable.


 


[Signature Page to Follow]


 




    	 	13	 



     


    

 


IN WITNESS WHEREOF, this Agreement
has been duly executed by the Parties hereto as of the date first written above.


 


	 	 	SELLERS:	 
	 	 	By:	                                         	(signature)
	 	 	Name:	     	 
	 	 	 	 
	 	 	THE COMPANY:	 
	 	 	 	 
	 	 	SKOOKUM SAFETY SOLUTIONS CORP.	 
	 	 	 	 
	 	 	By:	      	 
	 	 	Name: Natalie M. Rydstrom	 
	 	 	Title: Chief Executive Officer	 
	 	 	 	 
	 	 	PURCHASERS:	 
	 	 	 	 
	 	 	CATHAY KYLIN INTERNATIONAL INVESTMENT HOLDING GROUP LIMITED
	 	 	 	 
	 	 	By:	        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	THRIVING FUTURE LIMITED	 
	 	 	 	 
	 	 	By:  	      	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 	14	 



     


    

 


SCHEDULE I


(Sellers)


 


	 	 	 	 	 	 	 	 	 	Active	 	 	
	Name/Address	 	Shares	 	 	Certificate	 	Issued	 	Shares	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Paul Eliason	 			 	 		 		 			 	 	
	3512-114 A Street NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Edmonton, AB T6J1N3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	100,000	 	 	CS2(CS1- 160)	 	07/17/15	 	 	100,000	 	 	 
	 	 	 	250,000	 	 	CS2(CS1- 128)	 	07/17/15	 	 	250,000	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	350,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	250,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Richard Enns	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	139 Hidden Cres NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T3A523	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	25,000	 	 	CS2(CS1- 161)	 	07/17/15	 	 	25,000	 	 	 
	 	 	 	62,500	 	 	CS2(CS1- 129)	 	07/17/15	 	 	62,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	87,500	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	Total Restricted Shares:	 	 	62,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stephanie Enns	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	139 Hidden Cres NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T3A523	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	25,000	 	 	CS2(CS1- 166)	 	07/17/15	 	 	25,000	 	 	 
	 	 	 	62,500	 	 	CS2(CS1- 134)	 	07/17/15	 	 	62,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	87,500	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	62,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jordan Eves	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4975 103 Ave SE Unit 4321	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2Z4M5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	60,000	 	 	CS2(CS1- 151)	 	07/17/15	 	 	60,000	 	 	 
	Heather Fagan	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	803 A Cresent Ave SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1H2	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	62,500	 	 	CS2(CS1- 113)	 	07/17/15	 	 	62,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	62,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jennifer Frisby	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	286 Prestwick Landing SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2Z3WZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	120,000	 	 	CS2(CS1- 149)	 	07/17/15	 	 	120,000	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 115)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	132,500	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Farrah Gaidosch	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 383	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	, T0L0H0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 112)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Erin Gardner	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	130 Wood mont Circle SW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2Y4Z4	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(C S1-111)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	 12,500	 	 	 



 




    	 	15	 



     


    

 


	 	 	 	 	 	 	 	 	 	Active	 	 	 
	Name/Address	 	Shares	 	 	Certificate	 	Issued	 	Shares	 	 	 
	Kara Gashinski	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62 Mt. Aberdeen Link SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2Z3N5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	200,000	 	 	CS2(CS1- 152)	 	07/17/15	 	 	200,000	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 117)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	212,500	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cassy Gibeau	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 146	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Black Diamond, AB T0L0H0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 107)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cheryl Gibeau	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 753	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Black Diamond, AB T0L0N0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 108)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	John Gilbert	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	128 Parkland Hill SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2J4K6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	50,000	 	 	CS2(CS1- 150)	 	07/17/15	 	 	50,000	 	 	 
	 	 	 	125,000	 	 	CS2(CS1- 116)	 	07/17/15	 	 	125,000	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	175,000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	125,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Keith Gilbert	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	128 Parkland Hill SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2J4K6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	50,000	 	 	CS2(CS1- 154)	 	07/17/15	 	 	50,000	 	 	 
	 	 	 	125,000	 	 	CS2(CS1- 119)	 	07/17/15	 	 	125,000	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	175,000	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	125,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Valerie Gilbert	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	128 Parkland Hill SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2J4K6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	100,000	 	 	CS2(CS1- 170)	 	07/17/15	 	 	100,000	 	 	 
	 	 	 	150,000	 	 	CS2(CS1- 138)	 	07/17/15	 	 	150,000	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	250,000	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	150,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mina Jones	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	447-Coventry RD	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, T3K5K1	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 125)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shoshana Katz	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	127 Midlawn Close SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2X1A7	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	35,000	 	 	CS2(CS1- 164)	 	07/17/15	 	 	35,000	 	 	 
	 	 	 	37,500	 	 	CS2(CS1- 132)	 	07/17/15	 	 	37,500	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	72,500	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	37,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Silvia Kramer	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	427 4th Ave SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1H8	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	120,000	 	 	CS2(CS1- 165)	 	07/17/15	 	 	120,000	 	 	 
	 	 	 	187,500	 	 	CS2(CS1- 133)	 	07/17/15	 	 	187,500	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	307,500	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	187,500	 	 	 



 




    	 	16	 



     


    

 


  


	 	 	 	 	 	 	 	 	 	Active	 	 	 
	Name/Address	 	Shares	 	 	Certificate	 	Issued	 	Shares	 	 	 
	Benjamin Kyllo	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9-141 Arthur St.	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ottawa, ON K1R7L1	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	200,000	 	 	CS2(CS1- 142)	 	07/17/15	 	 	200,000	 	 	 
	 	 	 	218,750	 	 	CS2(CS1- 104)	 	07/17/15	 	 	218,750	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	418,750	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	218,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alva L. Lazzarotto	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	107 Scenic Gardens NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T3L1Y6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	43,750	 	 	CS2(CS1- 102)	 	07/17/15	 	 	43,750	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	43,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	William Lazzaroto	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	107 Scenic Gardens NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T3L1Y6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	31,250	 	 	CS2(CS1- 140)	 	07/17/15	 	 	31,250	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	31,250	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beth Mackie	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	96 Shawinigan Way SW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2Y2X2	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 105)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Linda McCartney	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PO Box 5712 High River	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1H5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 122)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Samuel Mogensen Box	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5943, High River High	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	River, AB T1V1P6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	100,000	 	 	CS2(CS1- 162)	 	07/17/15	 	 	100,000	 	 	 
	 	 	 	93,750	 	 	CS2(CS1- 130)	 	07/17/15	 	 	93,750	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	193,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	93,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natalie Morse	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3908 31 St SW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T3E2P1	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	30,000	 	 	CS2(CS1- 159)	 	07/17/15	 	 	30,000	 	 	 
	 	 	 	625,000	 	 	CS2(CS1- 126)	 	07/17/15	 	 	625,000	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	655,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	625,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jamie Myles	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 722 105-1st Ave NE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Black Diamond, AB T0L0H0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	175,000	 	 	CS2(CS1- 148)	 	07/17/15	 	 	175,000	 	 	 
	 	 	 	187,500	 	 	CS2(CS1- 114)	 	07/17/15	 	 	187,500	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	362,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	187,500	 	 	 



 




    	 	17	 



     


    

  


	 	 	 	 	 	 	 	 	 	Active	 	 	 
	Name/Address	 	Shares	 	 	Certificate	 	Issued	 	Shares	 	 	 
	Todd Myles	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PO Box 722 1st Ave NE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Black Diamond, AB T0L0H0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	125,000	 	 	CS2(CS1- 169)	 	07/17/15	 	 	125,000	 	 	 
	 	 	 	150,000	 	 	CS2(CS1- 137)	 	07/17/15	 	 	150,000	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	275,000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	150,000	 	 	 
	Barbara Nichols	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 5943, High River	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1P6	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	180,000	 	 	CS2(CS1- 141)	 	07/17/15	 	 	180,000	 	 	 
	 	 	 	206,250	 	 	CS2(CS1- 103)	 	07/17/15	 	 	206,250	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	386,250	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	206,250	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Christopher Nichols	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 83 Carmangay	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	, AB T0L0N0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	75,000	 	 	CS2(CS1- 144)	 	07/17/15	 	 	75,000	 	 	 
	 	 	 	218,750	 	 	CS2(CS1- 109)	 	07/17/15	 	 	218,750	 	 	Restricted
	 	 	 	Total Active Shares for Stock Class CS2	 	 	293,750	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	218,750	 	 	 
	Kathy Nichols	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	803 A Crescent Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1H2	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	20,000	 	 	CS2(CS1- 153)	 	07/17/15	 	 	20,000	 	 	 
	 	 	 	62,500	 	 	CS2(CS1- 118)	 	07/17/15	 	 	62,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	82,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	62,500	 	 	 
	Kym Nichols	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 83 Carmangay	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	, AB T0L0N0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	125,000	 	 	CS2(CS1- 156)	 	07/17/15	 	 	125,000	 	 	 
	 	 	 	250,000	 	 	CS2(CS1- 121)	 	07/17/15	 	 	250,000	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	375,000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	250,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nicole Primeau	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#241 10411 105 Ave	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T5H4RB	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12,500	 	 	CS2(CS1- 127)	 	07/17/15	 	 	12,500	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	12,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stephen Primeau	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PO Box 18003 #300 88 Shawville Blvd SE	 	 	 	 	 	 	 	 	 
	Calgary, AB T2Y3W5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	50,000	 	 	CS2(CS1- 168)	 	07/17/15	 	 	50,000	 	 	 
	 	 	 	125,000	 	 	CS2(CS1- 136)	 	07/17/15	 	 	125,000	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	175,000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	125,000	 	 	 
	Natalie M. Rydstrom	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	E09 Calle Jacarandas, Urbanizacion Los Laureles	 	 	 	 	 	 	 	 	 
	Escazu San Jose	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costa Rica	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	15,000,000	 	 	CS2(CS1- 101)	 	07/17/15	 	 	15,000,000	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	15,000,000	 	 	 



 




    	 	18	 



     


    

 


 






 


	 	 	 	 	 	 	 	 	 	Active	 	 	 
	Name/Address	 	Shares	 	 	Certificate	 	Issued	 	Shares	 	 	 
	Kelly Schielke	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PO Box 5712	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1H5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	165,000	 	 	CS2(CS1- 155)	 	07/17/15	 	 	165,000	 	 	 
	 	 	 	187,500	 	 	CS2(CS1- 120)	 	07/17/15	 	 	187,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	352,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	187,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W. Dean Schielke	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PO Box 5712 High River	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	, AB T1V1H5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	68,750	 	 	CS2(CS1- 139)	 	07/17/15	 	 	68,750	 	 	Restricted
	 	 	 	 	 	 	Total Restricted Shares:	 	 	68,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dean Schielke	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P.O. Box 5712	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1P3	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	135,000	 	 	CS2(CS1- 145)	 	07/17/15	 	 	135,000	 	 	 
	Malgorzaia Szewczyk	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	80, 4810 40th Ave SW	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T3E1H5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	50,000	 	 	CS2(CS1- 157)	 	07/17/15	 	 	50,000	 	 	 
	 	 	 	125,000	 	 	CS2(CS1- 123)	 	07/17/15	 	 	125,000	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	175,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	125,000	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brandon Tarasoff	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 231 Cayley, TOL OPO	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	, A T0L0P0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	180,000	 	 	CS2(CS1- 143)	 	07/17/15	 	 	180,000	 	 	 
	 	 	 	281,250	 	 	CS2(CS1- 106)	 	07/17/15	 	 	281,250	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	461,250	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	281,250	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sheldon Tarasoff	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 36 Cayley	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	, AB T0L0P0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	125,000	 	 	CS2(CS1- 163)	 	07/17/15	 	 	125,000	 	 	 
	 	 	 	312,500	 	 	CS2(CS1- 131)	 	07/17/15	 	 	312,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	437,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	312,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stephanie Tarasoff	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Box 36 Cayley	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	, AB T0L0P0	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	175,000	 	 	CS2(CS1- 167)	 	07/17/15	 	 	175,000	 	 	 
	 	 	 	312,500	 	 	CS2(CS1- 135)	 	07/17/15	 	 	312,500	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	487,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	312,500	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doug Turner	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	127 Midlawn Close SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calgary, AB T2X1A7	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	35,000	 	 	CS2(CS1- 146)	 	07/17/15	 	 	35,000	 	 	 
	 	 	 	93,750	 	 	CS2(CS1- 110)	 	07/17/15	 	 	93,750	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	128,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	93,750	 	 	 



 




    	 	19	 



     


    

  


	Name/Address	 	Shares	 	 	Certificate	 	Issued	 	Active
 Shares
	 	 	 
	Mary Zimmerman	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	316 3rd Avenue SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	High River, AB T1V1H5	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	150,000	 	 	CS2(CS1- 158)	 	07/17/15	 	 	150,000	 	 	 
	 	 	 	218,750	 	 	CS2(CS1- 124)	 	07/17/15	 	 	218,750	 	 	Restricted
	 	 	 	Total Active
                                         Shares for Stock Class CS2	 	 	368,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Restricted Shares:	 	 	218,750	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Total Outstanding
                                         shares in 71 certificates:	 	 	22,980,000	 	 	 
	 	 	 	*Total
                                         Restricted Shares in 39 certificates:	 	 	19,980,000	 	 	 
	 	 	 	Total Non
                                         Restricted shares in 32 certificates:	 	 	3,000,000	 	 	 
	 	 	 	 	 	 	Total selling shareholders:	 	 	41	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Grand Total :	 	 	22,980,000	 	 	 



 




    	 	20	 



     


    

  


SCHEDULE II


Purchasers


 


	Name	 	# of Shares	 
	Cathay Kylin International Investment Holding Group Limited (81.74%)	 	 	18,229,091	 
	Thriving Future Limited (18.17%)	 	 	4,050,909	 
	 	 	 	 	 
	Total	 	 	22,280,000	 



 




    	 	21