SHARE
PURCHASE AGREEMENT


 


THIS
SHARE PURCHASE AGREEMENT dated as of the 26th day of September, 2016,


 


 BETWEEN:




 


THOMAS
BRADY, a Businessman with an office located at 1005 – 1101 Pacific Street, Vancouver, BC, Canada V7E 1T3


 


(the
“Purchaser”)


 


 AND:




 


STEVEN
COZINE, a Businessman with an office located at #142 – 757 West Hastings Street, Vancouver, BC, Canada, V6C
1A1


 


(the
“Seller”)


 


 WHEREAS:




 


	A.	The
    Seller is the registered and beneficial owner of 3,088,500 restricted shares of common stock in the capital of Madison
    Technologies Inc. (the “Shares”);
	 	 
	B.	The
    Seller wishes to sell, and the Purchaser wishes to purchase, the Shares pursuant to the terms and conditions of this agreement;


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of $1.00 and other good and valuable consideration paid by
each party to the other, the receipt and sufficiency of which are acknowledged, the parties covenant and agree as follows:


 


	1.	The
    Seller agrees to sell and the Purchaser agrees to purchase the Shares for and at a price of US$1,000.00 (the “Purchase
    Price”) at the date of this agreement.
	 	 
	2.	The
    Purchaser will deliver to the Seller the Purchase Price as consideration for the transfer of the Shares to the Purchaser from
    the Seller.
	 	 
	3.	The
    Seller represents and warrants to the Purchaser that:


 


	 	a.	The
    Seller owns the Shares as the legal and beneficial owner thereof, free of all liens, claims, charges and encumbrances of every
    nature and kind whatsoever. The Shares are fully paid and non-assessable and the Seller has due and sufficient right and authority
    to enter into this agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser.
	 	 	 
	 	b.	No
    person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of the
    Shares, with the exception of this agreement.


 


	4.	The
    effective date of sale and purchase of the Shares will be September 26, 2016 (the “Closing Date”).
	 	 
	5.	On
    the Closing Date,


 


	 	a.	The
    Seller will deliver to the Purchaser the share certificates, duly endorsed for transfer, representing the Shares, and
	 	 	 
	 	b.	the
    Purchaser will deliver a certified cheque or solicitor’s trust cheque payable to the Seller in the amount of US$1,000.00
    as full payment of the Purchase Price.


 


	6.	This
    agreement will endure to the benefit of and will be binding upon the parties and their respective successors and assigns.
	 	 
	7.	Time
    will be of the essence of this agreement.


 




    	 



    	-2-



    

 


	8.	The
    parties will sign such further assurances and other documents and instruments and do such further and other things as may
    be necessary to implement and carry out the intent of the agreement.


 


IN
WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of the day and year first above written.


 


	Thomas
Brady	 	Steven
Cozine
	NAME
    OF PURCHASER	 	NAME
    OF SELLER
	 	 	 
	/s/
    Thomas Brady	 	/s/
    Steven Cozine
	AUTHORIZED
    SIGNATORY	 	AUTHORIZED
    SIGNATORY