Exhibit
10.5


 





OPTION
AND PUT AGREEMENT


 


THIS
AGREEMENT is dated as of December 1, 2019


 


AMONG:


 


NOTOX
TECHNOLOGIES CORP.


a
Nevada corporation with an address at


95
Mural Street, Suite 600, Richmond Hill, Ontario L4B 3G2


 


(“Pubco”)


 


AND:


 


XTHETICA
INC.


a
Nevada corporation with an address at


1305
– 39 Queens Quay East, Toronto, Ontario M5E 0A5


 


(“Priveco”)


 


AND:


 


MANNY
KAPUR


an
individual with an address at


1305
– 39 Queens Quay East, Toronto, Ontario M5E 0A5


 


(the
“Selling Shareholder”)


 


WHEREAS:


 


	A.	The
    Selling Shareholder is the registered and beneficial owner of 100% of the issued and outstanding capital stock of Priveco;
    and
	 	 
	B.	Upon
    the terms and subject to the conditions set forth in this Agreement, the Selling Shareholder desires to grant to Pubco the
    sole and irrevocable option to acquire all of the issued and outstanding shares of Priveco held by the Selling Shareholder
    in exchange for certain securities of Pubco.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:


 


	1.	INTERPRETATION
	 	 
	1.1	Definitions.
    In this Agreement, and in addition to the terms defined herein, the following terms shall have the following meanings unless
    the context otherwise requires:


 


	 	(a)	“Agreement”
    means this Agreement and all the schedules, appendices and other documents attached hereto or referenced herein, and all amendments,
    supplements or other modifications hereto;
	 	 	 
	 	(b)	“Assignment
    Agreement” means the assignment agreement between Xthetica Ontario and Xthetica Canada in substantially the form
    attached hereto as Appendix 1;


 




    	 	 	 



    	 	- 2 -	 



    

 


	 	(c)	“Closing”
    means the completion of the purchase and sale of the applicable number of Priveco Shares by Pubco, whether upon the exercise
    of an Option by Pubco or upon the exercise of a Put Right by the Selling Shareholder;
	 	 	 
	 	(d)	“Closing
    Date” means the date on which a Closing occurs;
	 	 	 
	 	(e)	“Closing
    Documents” means the papers, instruments and documents required to be executed and delivered at a Closing pursuant
    to this Agreement;
	 	 	 
	 	(f)	“EBITDA”
    means earnings before interest, tax, depreciation and amortization;
	 	 	 
	 	(g)	“Exchange
    Act” means the United States Securities Exchange Act of 1934, as amended;
	 	 	 
	 	(h)	“Final
    Closing Date” means the date on which Pubco completes the purchase of 100% of the Priveco Shares from the Selling
    Shareholder;
	 	 	 
	 	(i)	“GAAP”
    means United States generally accepted accounting principles applied in a manner consistent with prior periods;
	 	 	 
	 	(j)	“Governmental
    Authority” means any foreign, domestic, national, federal, provincial, territorial, state, regional, municipal or
    local government or authority, quasi government authority, fiscal or judicial body, government or self-regulatory organization,
    commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision,
    department, or branch of any of the foregoing;
	 	 	 
	 	(k)	“Liabilities”
    includes any direct or indirect indebtedness, guarantee, endorsement, claim, loss, damage, deficiency, cost, expense, obligation
    or responsibility, fixed or unfixed, known or unknown, liquidated or unliquidated, secured or unsecured;
	 	 	 
	 	(l)	“Material
    Adverse Effect” means any event, condition or change which individually or in the aggregate constitutes, or could
    reasonably be expected to have, a material adverse effect on the business, operations, assets, properties, prospects or condition
    (financial or otherwise) of a party taken as a whole; provided, however, that the determination of whether a material adverse
    effect has occurred shall be made ignoring any event, change, fact or effect resulting from: (i) any change in laws or interpretation
    thereof; (ii) any generally applicable change or development in economic, regulatory, business or financial market conditions;
    (iii) any acts of terrorism or war; (iv) the execution or announcement of this Agreement; (v) in respect of Pubco, any breach
    of this Agreement by Priveco or the Selling Shareholder; and (vi) in respect of Priveco, any breach of this Agreement by Pubco;
	 	 	 
	 	(m)	“Option”
    means the First Option, the Second Option or the Third Option, as the case may be;
	 	 	 
	 	(n)	“Person”
    means an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization
    or any other form of enterprise or legal entity;
	 	 	 
	 	(o)	“Priveco
    Accounting Date” means July 10, 2019;
	 	 	 
	 	(p)	“Priveco
    Common Stock” means the common stock of Priveco, par value $0.001 per share;


 


 




    	 	 	 



    	 	- 3 -	 



    

 


	 	(q)	“Priveco
    Shares” means the 1,000 fully paid and non-assessable shares of Priveco’s common stock held by the Selling
    Shareholder, being all of the issued and outstanding capital stock of Priveco, and “Priveco Share” means
    one such share;
	 	 	 
	 	(r)	“Pubco
    Accounting Date” means May 31, 2019;
	 	 	 
	 	(s)	“Pubco
    Common Stock” means the common stock of Pubco, par value US$0.001 per share;
	 	 	 
	 	(t)	“Pubco
    Securities” means, collectively, the Pubco Shares and the Pubco Warrants;
	 	 	 
	 	(u)	“Pubco
    Shares” means, collectively, the 10,000,000 fully paid and non-assessable shares of Pubco Common Stock that may
    be issued to the Selling Shareholder in accordance with the terms of this Agreement, and “Pubco Share”
    means any one such share;
	 	 	 
	 	(v)	“Pubco
    Warrants” means, collectively, the warrants to purchase 10,000,000 shares of Pubco Common Stock at a price of US$1.40
    per share for a period of three (3) years from the date of issuance that may be issued to the Selling Shareholder in accordance
    with the terms of this Agreement, and “Pubco Warrant” means any one such warrant;
	 	 	 
	 	(w)	“Put
    Notice” means the First Put Notice, the Second Put Notice or the Third Put Notice, as the case may be;
	 	 	 
	 	(x)	“Put
    Rights” means, collectively, the First Put Right, the Second Put Right and the Third Put Right. and “Put
    Right” means any one such right;
	 	 	 
	 	(y)	“SEC”
    means the United States Securities and Exchange Commission;
	 	 	 
	 	(z)	“Securities
    Act” means the United States Securities Act of 1933, as amended;
	 	 	 
	 	(aa)	“Subco”
    means 1894632 Ontario Inc., an Ontario corporation;
	 	 	 
	 	(bb)	“Taxes”
    includes international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise,
    personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license
    or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated
    party for all periods up to and including the applicable Closing Date, together with any related charge or amount, including
    interest, fines, penalties and additions to tax, if any, arising out of tax assessments;
	 	 	 
	 	(cc)	“Tropic
    Spa” means Tropic Spa Inc., an Ontario corporation and partially owned subsidiary of Pubco;
	 	 	 
	 	(dd)	“Xthetica
    Canada” means Xthetica Canada Inc., an Ontario corporation and wholly owned subsidiary of Pubco; and
	 	 	 
	 	(ee)	“Xthetica
    Ontario” means Xthetica Inc., an Ontario corporation owned by the Selling Shareholder.


 




    	 	 	 



    	 	- 4 -	 



    

 


	1.2	Schedules.
    The following schedules and appendices are attached to and form part of this Agreement:


 


	Schedule
    A	–	Priveco
    Intellectual Property
	Schedule
    B	–	Priveco
    Leases and Other Property Interests
	Schedule
    C	–	Priveco
    Material Contracts


 


	Appendix
    1	–	Form
    of Assignment Agreement
	Appendix
    2	–	Form
    of Pubco Warrant Certificate


 


	1.3	Currency.
    All references to currency in this Agreement are to Canadian dollars unless expressly stated otherwise.
	 	 
	1.4	Gender.
    All references to any party in this Agreement shall be read with such changes in number and gender as the context or reference
    requires.
	 	 
	1.5	Headings.
    The headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation
    hereof.
	 	 
	2.	OPTIONS
    AND PUT RIGHTS
	 	 
	2.1	First
    Option. The Selling Shareholder hereby grants Pubco the sole and exclusive right and option to purchase 100 Priveco Shares
    from the Selling Shareholder in consideration for the allotment and issuance of 1,000,000 Pubco Shares and 1,000,000 Pubco
    Warrants to the Selling Shareholder or at the Selling Shareholder’s direction (the “First Option”).
    The First Option shall be exercisable by Pubco for a period of three (3) years beginning on January 1, 2021.
	 	 
	2.2	Second
    Option. The Selling Shareholder hereby grants Pubco the sole and exclusive right and option to purchase 300 Priveco Shares
    from the Selling Shareholder in consideration for the allotment and issuance of 3,000,000 Pubco Shares and 3,000,000 Pubco
    Warrants to the Selling Shareholder or at the Selling Shareholder’s direction (the “Second Option”).
    The First Option shall be exercisable by Pubco for a period of three (3) years beginning on January 1, 2022.
	 	 
	2.3	Third
    Option. The Selling Shareholder hereby grants Pubco the sole and exclusive right and option to purchase 300 Priveco Shares
    from the Selling Shareholder in consideration for the allotment and issuance of 6,000,000 Pubco Shares and 6,000,000 Pubco
    Warrants to the Selling Shareholder or at the Selling Shareholder’s direction (the “Third Option”).
    The First Option shall be exercisable by Pubco for a period of three (3) years beginning on January 1, 2023.
	 	 
	2.4	First
    Put Right. For a period of three (3) years beginning on January 1, 2021, Pubco hereby grants the Selling Shareholder the
    right (the “First Put Right”), but not the obligation, by delivery of a written notice to the Company (the
    “First Put Notice”), to cause Pubco to purchase up to that number of Priveco Shares set forth in the First
    Put Notice (the “First Put Shares”) in exchange for the allotment and issuance to the Selling Shareholder
    of that number of Pubco Securities equal to the number of First Put Shares multiplied by 10,000; provided, however, that (a)
    the First Put Right shall only be exercisable in full by the Selling Shareholder upon Xthetica Canada generating EBITDA of
    at least $600,000 during its financial year ended August 31, 2020, as reflected in the audited financial statements of Xthetica
    Canada, and (b) in no event shall the number of First Put Shares be greater than 100 Priveco Shares.
	 	 
	2.5	Second
    Put Right. For a period of three (3) years beginning on January 1, 2022, Pubco hereby grants the Selling Shareholder the
    right (the “Second Put Right”), but not the obligation, by delivery of a written notice to the Company
    (the “Second Put Notice”), to cause Pubco to purchase up to that number of Priveco Shares set forth in
    the Second Put Notice (the “Second Put Shares”) in exchange for the allotment and issuance to the Selling
    Shareholder of that number of Pubco Securities equal to the number of Second Put Shares multiplied by 10,000; provided, however,
    that (a) the Second Put Right shall only be exercisable in full by the Selling Shareholder upon Xthetica Canada generating
    EBITDA of at least $3,000,000 during its financial year ended August 31, 2021, as reflected in the audited financial statements
    of Xthetica Canada, and (b) in no event shall the number of Second Put Shares be greater than 300 Priveco Shares.


 







    	 	 	 



    	 	- 5 -	 



    

 


	2.6	Third
    Put Right. For a period of three (3) years beginning on January 1, 2023, Pubco hereby grants the Selling Shareholder the
    right (the “Third Put Right”), but not the obligation, by delivery of a written notice to the Company (the
    “Third Put Notice”), to cause Pubco to purchase up to that number of Priveco Shares set forth in the Third
    Put Notice (the “Third Put Shares”) in exchange for the allotment and issuance to the Selling Shareholder
    of that number of Pubco Securities equal to the number of Third Put Shares multiplied by 10,000; provided, however, that (a)
    the Third Put Right shall only be exercisable in full by the Selling Shareholder upon Xthetica Canada generating EBITDA of
    at least $6,000,000 during its financial year ended August 31, 2022, as reflected in the audited financial statements of Xthetica
    Canada, and (b) in no event shall the number of Third Put Shares be greater than 600 Priveco Shares.
	 	 
	2.7	Put
    Rights Generally. The Put Rights may be exercised by the Selling Shareholder and
    as to all or any portion of the Priveco Shares subject to such Put Rights. Subject to the limitations attached thereto, a
    Put Right may be exercised by the Selling Shareholder more than once. In the event of changes in the shares of outstanding
    Pubco Common Stock by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges
    of shares, separations, reorganizations, liquidations, mergers or other similar events, the number of Pubco Securities subject
    to Put Rights and issuable to the Selling Shareholder shall be correspondingly adjusted to give the Selling Shareholder, upon
    the exercise of the Put Rights, the same aggregate payment as the Selling Shareholder would have been entitled to receive
    had such Put Rights been exercised immediately prior to such event.
	 	 
	2.8	Partial
    Exercise of Put Rights. In the event that the conditions required for the full exercise of the First Put Right, the Second
    Put Right and the Third Put Right as set forth in Sections 2.4, 2.5 and 2.6, respectively, have not been satisfied, then the
    Selling Shareholder shall only be permitted to exercise such Put Rights in accordance with the following schedule:


 


	Percentage
                                         of Required

                                                                                EBITDA
                                         Achieved (%)
	 	Percentage
                                         of Put Right

                                                                                Exercisable
                                         (%) (1)

	92
    – 100	 	100
	90	 	85
	80	 	75
	70	 	65
	60	 	55
	50	 	45
	<50	 	0


 


	 	(1)	In
    the event that the EBITDA generated by Xthetica Canada is between 50% and 91% of the amount required to exercise the applicable
    Put Right in full, the percentages in this column shall be adjusted proportionally. So, for example, if Xthetica Canada generates
    85% of the required EBITDA, the Selling Shareholder shall be entitled to exercise 80% of the Put Rights.


 


	2.9	Consideration.
    Each Pubco Share issued at any Closing shall be issued at a deemed price per share equal to the value of the Pubco Shares
    on the OTCQB (or such other stock exchange or quotation medium on which the Pubco Shares are then trading) on the date of
    such Closing and be subject to standard resale restrictions under applicable securities laws at the time of issuance. Each
    Pubco Warrant issued at any Closing shall be issued pursuant to a warrant certificate in substantially the form attached hereto
    as Appendix 2.


 




    	 	 	 



    	 	- 6 -	 



    

 


The
Selling Shareholder acknowledges and agrees that all Pubco Securities will be issued pursuant to one or more exemptions from the
registration requirements of the Securities Act and all other applicable securities laws. The Selling Shareholder agrees to abide
by all applicable resale restrictions and hold periods imposed by applicable securities laws. All certificates representing Pubco
Securities shall be endorsed with the legends in substantially the following form pursuant to the Securities Act in order to reflect
the fact that the Pubco Securities will be issued to the Selling Shareholder or at the Selling Shareholder’s direction pursuant
to one or more exemptions from the registration requirements of the Securities Act:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS THE SECURITIES ARE
REGISTERED UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.


 


	2.10	Exercise
    Procedure. On the applicable Closing Date, each certificate or book entry statement representing Priveco Shares shall
    automatically be cancelled without any further action on the part of the Selling Shareholder and Pubco shall be registered
    as the holder of such shares on the books of Priveco. On or before the applicable dates set forth in this Section 2, Pubco
    shall (a) authorize its transfer agent to issue one or more certificates or book entry statements representing the applicable
    number of Pubco Shares to the Selling Shareholder or at the Selling Shareholder’s direction and (b) authorize its agent(s)
    to issue one or more warrant certificates representing the applicable number of Pubco Warrants to the Selling Shareholder
    or at the Selling Shareholder’s direction.
	 	 
	2.11	Fractional
    Securities. Notwithstanding any other provision of this Agreement, no certificates representing fractional Pubco Securities
    shall be issued in connection with any Closing. In lieu of any such fractional securities, if the Selling Shareholder would
    otherwise be entitled to receive a fraction of a Pubco Security upon the surrender of one or more certificates representing
    Priveco Shares pursuant to this Agreement, the Selling Shareholder shall be entitled to have such fraction rounded up to the
    nearest whole number of Pubco Securities.
	 	 
	2.12	Restricted
    Securities. The Selling Shareholder acknowledges that all Pubco Securities shall have such hold periods as are required
    under applicable securities laws and as a result may not be sold, transferred or otherwise disposed of except pursuant to
    an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject
    to, the registration requirements of the Securities Act, and only in accordance with all applicable securities laws.
	 	 
	3.	REPRESENTATIONS
    AND WARRANTIES OF Priveco AND THE SELLING SHAREHOLDER
	 	 
	 	Priveco
    and the Selling Shareholder, jointly and severally, represent and warrant to Pubco, and acknowledge that Pubco is relying
    upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding
    any investigation made by or on behalf of Pubco, as follows:
	 	 
	3.1	Organization
    and Good Standing. Priveco 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, lease and to carry on its business as now being
    conducted. Priveco is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions
    in which Priveco owns property, leases property, does business, or is otherwise required to do so, where the failure to be
    so qualified would have a Material Adverse Effect on Priveco.


 







    	 	 	 



    	 	- 7 -	 



    

 


	3.2	Authority.
    Priveco has all requisite corporate power and authority to execute and deliver this Agreement and any other documents contemplated
    by this Agreement (collectively, the “Priveco Documents”) to be signed by Priveco and to perform its obligations
    hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Priveco Documents
    by Priveco and the consummation by Priveco of the transactions contemplated hereby have been duly authorized by Priveco’s
    board of directors and no other corporate or shareholder proceeding on the part of Priveco is necessary to authorize such
    documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Priveco Documents
    when executed and delivered by Priveco as contemplated hereby will be, duly executed and delivered by Priveco and this Agreement
    is, and the other Priveco Documents when executed and delivered by Priveco as contemplated hereby will be, valid and binding
    obligations of Priveco enforceable in accordance with their respective terms except as limited by:


 


	 	(a)	applicable
    bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’
    rights generally;
	 	 	 
	 	(b)	laws
    relating to the availability of specific performance, injunctive relief or other equitable remedies; and
	 	 	 
	 	(c)	public
    policy.


 


	3.3	Capitalization
    of Priveco. The authorized capital of Priveco consists of 75,000,000 shares of Priveco Common Stock. As of the date of
    this Agreement, there are 1,000 issued and outstanding shares of Priveco Common Stock. All of the issued and outstanding shares
    of Priveco Common Stock have been duly authorized, are validly issued as fully paid and non-assessable, were not issued in
    violation of any pre-emptive rights and are not subject to pre-emptive rights and were issued in full compliance with all
    federal, state and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, conversion
    rights or other rights, agreements or commitments obligating Priveco to issue any additional shares of Priveco Common Stock,
    or any other securities convertible into, exchangeable for or evidencing the right to subscribe for or acquire from Priveco
    any shares of Priveco Common Stock. There are no agreements purporting to restrict the transfer of Priveco Common Stock and
    no voting agreements, shareholders’ agreements, voting trusts or other arrangements restricting or affecting the voting
    of Priveco Common Stock.
	 	 
	3.4	Holders
    of Priveco Common Stock. As of the date of this Agreement, the Selling Shareholder is the only holder of Priveco Common
    Stock.
	 	 
	3.5	Corporate
    Records of Priveco. The corporate records of Priveco, as required to be maintained by it pursuant to all applicable laws,
    are accurate, complete and current in all material respects, and the minute book of Priveco is, in all material respects,
    correct and contains all records required by all applicable laws in regards to all proceedings, consents, actions and meetings
    of the shareholders and the board of directors of Priveco.


 







    	 	 	 



    	 	- 8 -	 



    

 


	3.6	Non-Contravention.
    Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby,
    will:


 


	 	(a)	conflict
    with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right
    of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit
    under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material assets of
    Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture,
    lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation
    applicable to Priveco or any of its material property or assets;
	 	 	 
	 	(b)	violate
    any provision of the constating documents of Priveco or any applicable laws; or
	 	 	 
	 	(c)	violate
    any order, writ, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Priveco
    or any of its material property or assets.


 


	3.7	Actions
    and Proceedings. To the knowledge of Priveco, there is no basis for and there is no action, suit, judgment, claim, charge,
    arbitration, grievance, investigation, demand or proceeding outstanding or pending by or before any court or Governmental
    Authority, or threatened against Priveco which involves any of the business, property or assets of Priveco that, if adversely
    resolved or determined, would have a Material Adverse Effect on Priveco. There is no reasonable basis for any claim or action
    that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse Effect.
	 	 
	3.8	Compliance.


 


	 	(a)	To
    the knowledge of the Selling Shareholder, Priveco is in compliance with, is not in default or violation in any material respect
    under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance,
    regulation, rule or decree applicable to the business or operations of Priveco;
	 	 	 
	 	(b)	To
    the knowledge of the Selling Shareholder, Priveco is not subject to any judgment, order or decree entered in any lawsuit or
    proceeding applicable to its business and operations that would have a Material Adverse Effect on Priveco;
	 	 	 
	 	(c)	Priveco
    has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental
    permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits
    and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation
    relating to any of them, is pending or to the best knowledge of Priveco, threatened, and none of them will be adversely affected
    by the consummation of the transactions contemplated hereby; and
	 	 	 
	 	(d)	Priveco
    has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business.
    Priveco has not received any notice of any violation thereof, nor is Priveco aware of any valid basis therefore.


 


	3.9	Filings,
    Consents and Approvals. No filing or registration with, no notice to and no permit, authorization, consent or approval
    of any Governmental Authority or other Person is necessary for the consummation by Priveco of the transactions contemplated
    hereby or to enable Pubco to conduct Priveco’s business after the applicable Closing Date in a manner which is consistent
    with that in which the business is presently conducted.
	 	 
	3.10	Financial
    Representations. The balance sheets of Priveco since its inception, together with related statements of income, cash flows
    and changes in shareholder’s equity for such period (the “Priveco Financial Statements”):


 


	 	(a)	are
    in accordance with the books and records of Priveco;


 




    	 	 	 



    	 	- 9 -	 



    

 


	 	(b)	present
    fairly the financial condition of Priveco as of the date indicated and the results of operations for such period; and
	 	 	 
	 	(c)	have
    been prepared in accordance with GAAP.


 


Priveco
has not received any advice or notification from its independent certified public accountants that Priveco has used any improper
accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements
or the books and records of Priveco, any properties, assets, Liabilities, revenues or expenses. The books, records and accounts
of Priveco accurately and fairly reflect, in reasonable detail, the assets and Liabilities of Priveco. Priveco has not engaged
in any transaction, maintained any bank account or used any funds of Priveco except for transactions, bank accounts and funds
which have been and are reflected in the normally maintained books and records of Priveco.


 


	3.11	Absence
    of Undisclosed Liabilities. Priveco does not have any material Liabilities or obligations either direct or indirect, matured
    or unmatured, absolute, contingent or otherwise that exceed $5,000, which:


 


	 	(a)	are
    not set forth in the Priveco Financial Statements or have not heretofore been paid or discharged;
	 	 	 
	 	(b)	did
    not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically
    disclosed in writing to Pubco; or
	 	 	 
	 	(c)	have
    not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular
    and ordinary course of its business since the Priveco Accounting Date.


 


	3.12	Tax
    Matters.


 


	 	(a)	As
    of the date of this Agreement:


 


	 	(i)	Priveco
    has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof,
    taking into account any extensions of the filing deadlines which have been validly granted to Priveco; and
	 	 	 
	 	(ii)	all
    such returns are true and correct in all material respects;


 


	 	(b)	Priveco
    has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established
    an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non-payment
    of which will not have a Material Adverse Effect on Priveco;
	 	 	 
	 	(c)	Priveco
    is not presently under or has not received notice of, any contemplated investigation or audit by any regulatory or governmental
    agency or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof;
	 	 	 
	 	(d)	Priveco
    has properly withheld all Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social
    security Taxes, unemployment Taxes and other similar withholding Taxes and, if required on or prior to the date hereof, has
    deposited such Taxes with the appropriate governmental agency; and
	 	 	 
	 	(e)	to
    the knowledge of Priveco, the Priveco Financial Statements contain full provisions for all Taxes including any deferred Taxes
    that may be assessed to Priveco for the accounting period ended on the Priveco Accounting Date or for any prior period in
    respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Priveco Accounting Date
    or for any profit earned by Priveco on or prior to the Priveco Accounting Date or for which Priveco is accountable up to such
    date and all contingent Liabilities for Taxes have been provided for or disclosed in the Priveco Financial Statements.


 




    	 	 	 



    	 	- 10 -	 



    

 


	3.13	Absence
    of Changes. Since its inception, Priveco has not:


 


	 	(a)	incurred
    any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged
    or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with
    past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused
    or will cause any material damage or risk of material loss to it or any of its assets or property;
	 	 	 
	 	(b)	sold,
    encumbered, assigned or transferred any material fixed assets except for ordinary course business transactions consistent
    with past practice;
	 	 	 
	 	(c)	created,
    incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material
    assets or property of Priveco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance
    of any nature whatsoever;
	 	 	 
	 	(d)	made
    or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party
    or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights
    of substantial value, other than in the ordinary course of business;
	 	 	 
	 	(e)	declared,
    set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its equity securities
    or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its equity securities;
	 	 	 
	 	(f)	suffered
    any Material Adverse Effect;
	 	 	 
	 	(g)	experienced
    any material change in its accounting methods, principles or practices;
	 	 	 
	 	(h)	received
    notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence,
    event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets,
    properties or prospects;
	 	 	 
	 	(i)	made
    commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;
	 	 	 
	 	(j)	other
    than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances
    for ordinary and necessary business expenses) or loan to any of its directors, officers, employees or consultants or made
    any increase in, or any addition to, other benefits to which any of its directors, officers, employees or consultants may
    be entitled;
	 	 	 
	 	(k)	entered
    into any transaction other than in the ordinary course of business consistent with past practice; or
	 	 	 
	 	(l)	agreed,
    whether in writing or orally, to do any of the foregoing.


 




    	 	 	 



    	 	- 11 -	 



    

 


	3.14	Subsidiaries.
    Priveco does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other
    business operations.
	 	 
	3.15	Personal
    Property. Priveco possesses and has good and marketable title to all property necessary for the continued operation of
    the business of Priveco as presently conducted and as represented to Pubco. All such property is used in the business of Priveco,
    is in reasonably good operating condition (normal wear and tear excepted) and is reasonably fit for the purposes for which
    such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets
    owned or leased by Priveco is owned by Priveco free and clear of all liens, security interests, charges, encumbrances, and
    other adverse claims.
	 	 
	3.16	Intellectual
    Property


 


	 	(a)	Intellectual
    Property Assets. Priveco owns or holds an interest in all intellectual property assets necessary for the operation of
    the business of Priveco (collectively, the “Intellectual Property Assets”), including:


 


	 	(i)	all
    functional business names, trading names, registered and unregistered trademarks, service marks and applications (collectively,
    the “Marks”);
	 	 	 
	 	(ii)	all
    patents, patent applications and inventions, methods, processes and discoveries that may be patentable (collectively, the
    “Patents”);
	 	 	 
	 	(iii)	all
    copyrights in both published works and unpublished works (collectively, the “Copyrights”); and
	 	 	 
	 	(iv)	all
    know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology,
    plans, drawings, and blue prints owned, used, or licensed by Priveco as licensee or licensor (collectively, the “Trade
    Secrets”).


 


	 	(b)	Agreements.
    Schedule A contains a complete and accurate list and summary description of all contracts and agreements relating to the Intellectual
    Property Assets to which Priveco is a party or by which Priveco is bound, except for any license implied by the sale of a
    product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500 under which
    Priveco is the licensee. To the knowledge of the Selling Shareholder, there are no outstanding or threatened disputes or disagreements
    with respect to any such agreement.
	 	 	 
	 	(c)	Intellectual
    Property and Know-How Necessary for the Business. Except as set forth in Schedule A, Priveco is the owner of all right,
    title and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges,
    encumbrances and other adverse claims, and has the right to use of all the Intellectual Property Assets without payment to
    a third party. Except as set forth in Schedule A, all former and current employees and contractors of Priveco have executed
    written contracts, agreements or other undertakings with Priveco that assign all rights to any inventions, improvements, discoveries
    or information relating to the business of Priveco. No employee, director, officer or shareholder of Priveco owns, directly
    or indirectly, in whole or in part, any Intellectual Property Assets which Priveco is presently using or which is necessary
    for the conduct of its business. To the knowledge of the Selling Shareholder, no employee or contractor of Priveco has entered
    into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be
    engaged or requires the employee to transfer, assign or disclose information concerning his work to anyone other than Priveco.





 




    	 	 	 



    	 	- 12 -	 



    

 


	 	(d)	Patents.
    Except as set out in Schedule A, Priveco does not hold any right, title or interest in and to any Patent and Priveco has not
    filed any patent application with any third party. To the knowledge of the Selling Shareholder, none of the products manufactured
    and sold, nor any process or know-how used, by Priveco infringes or is alleged to infringe any patent or other proprietary
    right of any other Person.
	 	 	 
	 	(e)	Trademarks.
    Except as set out in Schedule A, Priveco does not hold any right, title or interest in and to any Mark and Priveco has not
    registered or filed any application to register any Mark with any third party. To the knowledge of the Selling Shareholder,
    none of the Marks, if any, used by Priveco infringes or is alleged to infringe any trade name, trademark or service mark of
    any third party.
	 	 	 
	 	(f)	Copyrights.
    Schedule A contains a complete and accurate list and summary description of all Copyrights. Priveco is the owner of all right,
    title and interest in and to each of the Copyrights, free and clear of all liens, security interests, charges, encumbrances
    and other adverse claims. If applicable, all registered Copyrights are currently in compliance with formal legal requirements,
    are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within 90 days after
    the First Closing Date. To the knowledge of the Selling Shareholder, no Copyright is infringed or has been challenged or threatened
    in any way and none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any
    third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been
    marked with the proper copyright notice.
	 	 	 
	 	(g)	Trade
    Secrets. Priveco has taken all reasonable precautions to protect the secrecy, confidentiality and value of its Trade Secrets.
    Priveco has good title and an absolute right to use the Trade Secrets. The Trade Secrets are not part of the public knowledge
    or literature, and to the knowledge of the Selling Shareholder, have not been used, divulged or appropriated either for the
    benefit of any Person or to the detriment of Priveco. No Trade Secret is subject to any adverse claim or has been challenged
    or threatened in any way.


 


	3.17	Insurance.
    The products sold by and the assets owned by Priveco are insured under various policies of general product liability and other
    forms of insurance consistent with prudent business practices. All such policies are in full force and effect in accordance
    with their terms, no notice of cancellation has been received, and there is no existing default by Priveco, or any event which,
    with the giving of notice, the lapse of time or both, would constitute a default thereunder. All premiums to date have been
    paid in full.
	 	 
	3.18	Employees
    and Consultants. All employees and consultants of Priveco have been paid all salaries, wages, income and any other sum
    due and owing to them by Priveco, as at the end of the most recent completed pay period. Priveco is not aware of any labour
    conflict with any employees that might reasonably be expected to have a Material Adverse Effect on Priveco. To the knowledge
    of the Selling Shareholder, no employee of Priveco is in violation of any term of any employment contract, non-disclosure
    agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with
    Priveco or any other nature of the business conducted or to be conducted by Priveco.
	 	 
	3.19	Real
    Property. Priveco does not own any real property. Each of the leases, subleases, claims or other real property interests
    (collectively, the “Leases”) to which Priveco is a party or is bound, as set out in Schedule B, is legal,
    valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required
    to be paid by Priveco pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of
    time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases
    will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the First
    Closing Date. Priveco has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the
    Leases or the leasehold property pursuant thereto.





 




    	 	 	 



    	 	- 13 -	 



    

 


	3.20	Material
    Contracts and Transactions. Schedule C lists each material contract, agreement, license, permit, arrangement, commitment,
    instrument or contract to which Priveco is a party (each, a “Contract”). Each Contract is in full force
    and effect, and there exists no material breach or violation of or default by Priveco under any Contract, or any event that
    with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract
    by Priveco. The continuation, validity and effectiveness of each Contract shall in no way be affected by the consummation
    of the transactions contemplated by this Agreement. There exists no actual or threatened termination, cancellation or limitation
    of, or any amendment, modification or change to, any Contract.
	 	 
	3.21	Certain
    Transactions. Priveco is not a guarantor or indemnitor of any indebtedness of any Person.
	 	 
	3.22	No
    Brokers. Priveco has not incurred any independent obligation or Liability to any party for any brokerage fees, agent’s
    commissions or finder’s fees in connection with the transactions contemplated by this Agreement.
	 	 
	3.23	Completeness
    of Disclosure. No representation or warranty by Priveco or the Selling Shareholder in this Agreement nor any certificate,
    schedule, statement, document or instrument furnished or to be furnished to Pubco pursuant hereto contains or will contain
    any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein
    or necessary to make any statement herein or therein not materially misleading.
	 	 
	4.	REPRESENTATIONS
    AND WARRANTIES OF Pubco


 


Pubco
represents and warrants to Priveco and the Selling Shareholder and acknowledges that Priveco and the Selling Shareholder are relying
upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding
any investigation made by or on behalf of Priveco or the Selling Shareholder, as follows:


 


	4.1	Organization
    and Good Standing. Pubco 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, lease and to carry on its business as now being
    conducted. Pubco is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions
    in which Pubco owns property, leases property, does business, or is otherwise required to do so, where the failure to be so
    qualified would have a Material Adverse Effect on Pubco.
	 	 
	4.2	Authority.
    Pubco has all requisite corporate power and authority to execute and deliver this Agreement and any other documents contemplated
    by this Agreement (collectively, the “Pubco Documents”) to be signed by Pubco and to perform its obligations
    hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Pubco Documents
    by Pubco and the consummation by Pubco of the transactions contemplated hereby have been duly authorized by Pubco’s
    board of directors and no other corporate or shareholder proceeding on the part of Pubco is necessary to authorize such documents
    or to consummate the transactions contemplated hereby. This Agreement has been, and the other Pubco Documents when executed
    and delivered by Pubco as contemplated hereby will be, duly executed and delivered by Pubco and this Agreement is, and the
    other Pubco Documents when executed and delivered by Pubco as contemplated hereby will be, valid and binding obligations of
    Pubco enforceable in accordance with their respective terms, except as limited by:


 


	 	(a)	applicable
    bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’
    rights generally;


 




    	 	 	 



    	 	- 14 -	 



    

 


	 	(b)	laws
    relating to the availability of specific performance, injunctive relief or other equitable remedies; and
	 	 	 
	 	(c)	public
    policy.


 


	4.3	Capitalization
    of Pubco. The authorized capital of Pubco consists of 500,000,000 shares of Pubco Common Stock. As of the date of this
    Agreement, there are 57,625,343 issued and outstanding shares of Pubco Common Stock, 50,601,750 issued and outstanding preferred
    shares of Subco, each of which is exchangeable into one share of Pubco Common Stock subject to certain restrictions, and 296,500
    issued and outstanding shares of Tropic Spa, each of which is exchangeable into one-half of one preferred share of Subco at
    any time by the holder thereof. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized,
    are validly issued as fully paid and non-assessable, were not issued in violation of any pre-emptive rights are not subject
    to pre-emptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except
    as described above, there are no outstanding options, warrants, subscriptions, conversion rights or other rights, agreements
    or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible
    into, exchangeable for or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock. There
    are no agreements purporting to restrict the transfer of Pubco Common Stock and no voting agreements, shareholders’
    agreement, voting trusts or other arrangements restricting or affecting the voting of Pubco Common Stock.
	 	 
	4.4	Corporate
    Records of Pubco. The corporate records of Pubco, as required to be maintained by it pursuant to all applicable laws,
    are accurate, complete and current in all material respects, and the minute book of Pubco is, in all material respects, correct
    and contains all material records required by all applicable laws in regards to all proceedings, consents, actions and meetings
    of the shareholders and the board of directors of Pubco.
	 	 
	4.5	Non-Contravention.
    Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby,
    will:


 


	 	(a)	conflict
    with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right
    of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit
    under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties
    or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage,
    indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or
    regulation applicable to Pubco or any of its material property or assets;
	 	 	 
	 	(b)	violate
    any provision of the constating documents of Pubco or any applicable laws; or
	 	 	 
	 	(c)	violate
    any order, writ, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Pubco
    or any of its material property or assets.


 


	4.6	Actions
    and Proceedings. To the knowledge of Pubco, there is no basis for and there is no action, suit, judgment, claim, charge,
    arbitration, grievance, investigation, demand or proceeding outstanding or pending by or before any court or Governmental
    Authority, or threatened against Pubco which involves any of the business, property or assets of Pubco that, if adversely
    resolved or determined, would have a Material Adverse Effect on Pubco. There is no reasonable basis for any claim or action
    that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse Effect.


 




    	 	 	 



    	 	- 15 -	 



    

 


	4.7	Compliance.


 


	 	(a)	To
    the knowledge of Pubco, Pubco is in compliance with, is not in default or violation in any material respect under, and has
    not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation,
    rule or decree applicable to the business or operations of Pubco;
	 	 	 
	 	(b)	To
    the knowledge of Pubco, Pubco is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable
    to its business and operations that would have a Material Adverse Effect on Pubco;
	 	 	 
	 	(c)	Pubco
    has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental
    permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits
    and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation
    relating to any of them, is pending or to the best knowledge of Pubco, threatened, and none of them will be affected in a
    material adverse manner by the consummation of the transactions contemplated hereby; and
	 	 	 
	 	(d)	Pubco
    has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business.
    Pubco has not received any notice of any violation thereof, nor is Pubco aware of any valid basis therefore.


 


	4.8	Filings,
    Consents and Approvals. Except as described in this Agreement, no filing or registration with, no notice to and no permit,
    authorization, consent, or approval of any Governmental Authority or other Person is necessary for the consummation by Pubco
    of the transactions contemplated hereby.
	 	 
	4.9	Validity
    of Pubco Common Stock Issuable. The Pubco Shares will, upon issuance, have been duly and validly authorized and, when
    so issued, be validly issued as fully paid and non-assessable shares of Pubco Common Stock. Any shares of Pubco Common Stock
    issuable upon the exercise and full payment of the Pubco Warrants will, upon issuance, have been duly and validly authorized
    and, when so issued, be validly issued as fully paid and non-assessable shares of Pubco Common Stock.
	 	 
	4.10	SEC
    Filings. Pubco has furnished or made available to Priveco and the Selling Shareholder a true and complete copy of each
    report, schedule, registration statement and proxy statement filed by Pubco with the SEC (collectively, the “Pubco
    SEC Documents”). As of their respective dates, the Pubco SEC Documents complied in all material respects with the
    requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder
    applicable to the Pubco SEC Documents. The Pubco SEC Documents constitute all of the documents and reports that Pubco was
    required to file with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder by the SEC.
	 	 
	4.11	Financial
    Representations. Included in the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets
    for Pubco plus any unaudited balance sheets for Pubco dated on or after the Pubco Accounting Date, together with related statements
    of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim periods then ended (collectively,
    the “Pubco Financial Statements”). The Pubco Financial Statements:


 


	 	(a)	are
    in accordance with the books and records of Pubco;
	 	 	 
	 	(b)	present
    fairly the financial condition of Pubco as of the respective dates indicated and the results of operations for such periods;
    and
	 	 	 
	 	(c)	have
    been prepared in accordance with GAAP.


 




    	 	 	 



    	 	- 16 -	 



    

 


Pubco
has not received any advice or notification from its independent certified public accountants that Pubco has used any improper
accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Pubco Financial Statements or
the books and records of Pubco, any properties, assets, Liabilities, revenues or expenses. The books, records and accounts of
Pubco accurately and fairly reflect, in reasonable detail, the assets and Liabilities of Pubco. Pubco has not engaged in any transaction,
maintained any bank account or used any funds of Pubco except for transactions, bank accounts and funds which have been and are
reflected in the normally maintained books and records of Pubco.


 


	4.12	Absence
    of Undisclosed Liabilities. Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured,
    absolute, contingent or otherwise, which:


 


	 	(a)	are
    not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged;
	 	 	 
	 	(b)	did
    not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically
    disclosed in writing to Priveco; or
	 	 	 
	 	(c)	have
    not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular
    and ordinary course of its business since the Pubco Accounting Date.


 


	4.13	Tax
    Matters.


 


	 	(a)	As
    of the date of this Agreement:


 


	 	(i)	Pubco
    has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof,
    taking into account any extensions of the filing deadlines which have been validly granted to Pubco, and
	 	 	 
	 	(ii)	all
    such returns are true and correct in all material respects;


 


	 	(b)	Pubco
    has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established
    an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non-payment
    of which will not have a Material Adverse Effect on Pubco;
	 	 	 
	 	(c)	Pubco
    is not presently under and has not received notice of, any contemplated investigation or audit by any regulatory or governmental
    agency or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof;
	 	 	 
	 	(d)	Pubco
    has properly withheld all Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social
    security Taxes, unemployment Taxes and other similar withholding Taxes and, if required on or prior to the date hereof, has
    deposited such Taxes with the appropriate governmental agency; and
	 	 	 
	 	(e)	To
    the knowledge of Pubco, the Pubco Financial Statements contain full provisions for all Taxes including any deferred Taxes
    that may be assessed to Pubco for the accounting period ended on the Pubco Accounting Date or for any prior period in respect
    of any transaction, event or omission occurring, or any profit earned, on or prior to the Pubco Accounting Date or for any
    profit earned by Pubco on or prior to the Pubco Accounting Date or for which Pubco is accountable up to such date and all
    contingent Liabilities for Taxes have been provided for or disclosed in the Pubco Financial Statements.


 




    	 	 	 



    	 	- 17 -	 



    

 


	4.14	Absence
    of Changes. Since the Pubco Accounting Date, except as and to the extent disclosed in writing to Priveco and the Selling
    Shareholder or in the Pubco SEC Documents, Pubco has not:


 


	 	(a)	incurred
    any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged
    or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with
    past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused
    or will cause any material damage or risk of material loss to it or any of its assets or property;
	 	 	 
	 	(b)	sold,
    encumbered, assigned or transferred any material fixed assets or properties;
	 	 	 
	 	(c)	created,
    incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material
    assets or property of Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance
    of any nature whatsoever;
	 	 	 
	 	(d)	made
    or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party
    or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights
    of substantial value, other than in the ordinary course of business;
	 	 	 
	 	(e)	declared,
    set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its equity securities
    or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its equity securities;
	 	 	 
	 	(f)	suffered
    any Material Adverse Effect;
	 	 	 
	 	(g)	experienced
    any material change in its accounting methods, principles or practices;
	 	 	 
	 	(h)	received
    notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence,
    event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets,
    properties or prospects;
	 	 	 
	 	(i)	made
    commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;
	 	 	 
	 	(j)	other
    than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances
    for ordinary and necessary business expenses) or loan to any of its directors, officers, employees or consultants or made
    any increase in, or any addition to, other benefits to which any of its directors, officers, employees or consultants may
    be entitled;
	 	 	 
	 	(k)	entered
    into any transaction other than in the ordinary course of business consistent with past practice; or
	 	 	 
	 	(l)	agreed,
    whether in writing or orally, to do any of the foregoing.


 


	4.15	Subsidiaries.
    Except as disclosed in the Pubco SEC Documents, Pubco does not have any subsidiaries or agreements of any nature to acquire
    any subsidiary or to acquire or lease any other business operations.
	 	 
	4.16	Personal
    Property. Except as disclosed in the Pubco SEC Documents, Pubco does not own or lease any material equipment, furniture,
    fixtures and other tangible personal property or assets.


 







    	 	 	 



    	 	- 18 -	 



    

 


	4.17	Employees
    and Consultants. Except as disclosed in writing to Priveco and the Selling Shareholder or as disclosed in the Pubco SEC
    Documents, Pubco does not have any employees or consultants.
	 	 
	4.18	Material
    Contracts and Transactions. Other than as expressly contemplated by this Agreement, there are no material contracts, agreements,
    licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or
    implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed
    in the Pubco SEC Documents.
	 	 
	4.19	No
    Brokers. Pubco has not incurred any obligation or Liability to any party for any brokerage fees, agent’s commissions
    or finder’s fees in connection with the transactions contemplated by this Agreement.
	 	 
	4.20	Internal
    Accounting Controls. Pubco maintains a system of internal accounting controls sufficient to provide reasonable assurance
    that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
    are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain asset
    accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
    and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
    action is taken with respect to any differences. Pubco’s certifying officers evaluated the effectiveness of Pubco’s
    controls and procedures as of the Pubco Accounting Date, and Pubco presented in its most recently filed annual report on Form
    10-K the conclusions of such certifying officers about the effectiveness of Pubco’s disclosure controls and procedures
    based on their evaluations as of that date. Since the Pubco Accounting Date, there have been no significant changes in Pubco’s
    disclosure controls and procedures or, to Pubco’s knowledge, in other factors that could significantly affect Pubco’s
    disclosure controls and procedures.
	 	 
	4.21	Application
    of Takeover Protections. Pubco and its board of directors have taken all necessary action, if any, in order to render
    inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
    or other similar anti-takeover provision under Pubco’s constating documents or the laws of the State of Nevada that
    is or could become applicable to Pubco as a result of the transactions contemplated by this Agreement or the exercise of any
    rights pursuant hereto.
	 	 
	4.22	No
    SEC Inquiries. Neither Pubco nor any of its past or present officers or directors is the subject of any formal or informal
    inquiry or investigation by the SEC. Pubco does not currently have any outstanding comment letters or other correspondences
    from the SEC.
	 	 
	4.23	Completeness
    of Disclosure. No representation or warranty by Pubco in this Agreement or any certificate, schedule, statement, document
    or instrument furnished or to be furnished to Priveco pursuant hereto contains or will contain any untrue statement of a material
    fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement
    herein or therein not materially misleading.
	 	 
	5.	CLOSING
    CONDITIONS
	 	 
	5.1	Conditions
    Precedent to Closing by Pubco. The obligation of Pubco to consummate the transactions contemplated hereby is subject to
    the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties in writing
    and in accordance with Section 7.1. Each Closing shall be deemed to mean a waiver of all conditions to such Closing. These
    conditions precedent are for the benefit of Pubco may be waived by Pubco in its sole discretion.


 


	 	(a)	Representations
    and Warranties. The representations and warranties of Priveco and the Selling Shareholder set forth in this Agreement
    shall be true, correct and complete in all respects as of each Closing Date, as though made on and as of such Closing Date.


 







    	 	 	 



    	 	- 19 -	 



    

 


	 	(b)	Performance.
    All of the covenants and obligations that Priveco and the Selling Shareholder are required to perform or to comply with pursuant
    to this Agreement at or prior to each Closing shall have been performed and complied with in all material respects.
	 	 	 
	 	(c)	Transaction
    Documents. This Agreement, the Priveco Documents and all other documents necessary or reasonably required to consummate
    the Closing, all in form and substance reasonably satisfactory to Pubco, shall have been executed and delivered to Pubco.
	 	 	 
	 	(d)	Third
    Party Consents. Pubco shall have received from Priveco duly executed copies of all third party consents, permits, authorizations
    and approvals of any Governmental Authority or Person contemplated by this Agreement, in form and substance reasonably satisfactory
    to Pubco.
	 	 	 
	 	(e)	No
    Material Adverse Effect. No Material Adverse Effect on Priveco shall have occurred since the date of this Agreement.
	 	 	 
	 	(f)	No
    Action. No suit, action or proceeding shall be pending or threatened before any Governmental Authority wherein an unfavourable
    judgment, order, decree, stipulation, injunction or charge would result in and/or:


 


	 	(i)	prevent
    the consummation of any of the transactions contemplated by this Agreement; or
	 	 	 
	 	(ii)	cause
    the applicable Closing to be rescinded following consummation.


 


	 	(g)	No
    Liabilities. Priveco shall not have any direct, indirect or contingent liabilities outstanding that exceed in the aggregate
    $5,000.
	 	 	 
	 	(h)	Outstanding
    Shares. Priveco shall have no more than 1,000 issued and outstanding shares of Priveco Common Stock, less any shares of
    Priveco Common Stock previously purchased by Pubco upon the exercise of an Option or a Put Right.
	 	 	 
	 	(i)	Assignment
    Agreement. The Assignment Agreement shall have been executed and delivered by each of the parties thereto.
	 	 	 
	 	(j)	Due
    Diligence. Pubco shall be reasonably satisfied with its due diligence investigation of Priveco that is reasonable and
    customary in a transaction of a similar nature to that contemplated by hereby, including:


 


	 	(i)	materials,
    documents and information in the possession and control of Priveco and the Selling Shareholder which are reasonably germane
    to the transactions contemplated hereby;
	 	 	 
	 	(ii)	a
    physical inspection of the assets of Priveco by Pubco or its representatives; and
	 	 	 
	 	(iii)	title
    to the material assets of Priveco.


 




    	 	 	 



    	 	- 20 -	 



    

 


	 	(k)	Compliance
    with Securities Laws. Pubco shall have received evidence satisfactory to Pubco that the Pubco Securities issuable to the
    Selling Shareholder will be issuable without registration pursuant to the Securities Act in reliance upon one or more exemptions
    from the registration requirements of the Securities Act and in reliance upon exemptions from all other applicable securities
    laws.


 


	5.2	Conditions
    Precedent to Closing by Priveco. The obligation of Priveco and the Selling Shareholder to consummate the transactions
    contemplated hereby is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually
    agreed upon by the parties in writing and in accordance with Section 7.1. Each Closing shall be deemed to mean a waiver of
    all conditions to such Closing. These conditions precedent are for the benefit of Priveco and the Selling Shareholder and
    may be waived by Priveco and the Selling Shareholder in their discretion.


 


	 	(a)	Representations
    and Warranties. The representations and warranties of Pubco set forth in this Agreement shall be true, correct and complete
    in all respects as of each Closing Date, as though made on and as of such Closing Date.
	 	 	 
	 	(b)	Performance.
    All of the covenants and obligations that Pubco is required to perform or to comply with pursuant to this Agreement at or
    prior to each Closing shall have been performed and complied with in all material respects.
	 	 	 
	 	(c)	Transaction
    Documents. This Agreement, the Pubco Documents and all other documents necessary or reasonably required to consummate
    the Closing, all in form and substance reasonably satisfactory to Priveco, shall have been executed and delivered by Pubco.
	 	 	 
	 	(d)	Third
    Party Consents. Priveco shall have received from Pubco duly executed copies of all third-party consents, permits, authorizations
    and approvals of any public, regulatory or Governmental Authority or Person contemplated by this Agreement, in form and substance
    reasonably satisfactory to Priveco.
	 	 	 
	 	(e)	No
    Material Adverse Effect. No Material Adverse Effect on Pubco shall have occurred since the date of this Agreement.
	 	 	 
	 	(f)	No
    Action. No suit, action, or proceeding shall be pending or threatened before any Governmental Authority wherein an unfavorable
    judgment, order, decree, stipulation, injunction or charge would result in and/or:


 


	 	(i)	prevent
    the consummation of any of the transactions contemplated by this Agreement; or
	 	 	 
	 	(ii)	cause
    the applicable Closing to be rescinded following consummation.


 


	 	(g)	Due
    Diligence. Solely in respect of the exercise of a Put Right, Priveco shall be reasonably satisfied with its due diligence
    investigation of Pubco that is reasonable and customary in a transaction of a similar nature to that contemplated hereby.


 


	6.	COVENANTS
	 	 
	6.1	Access
    and Investigation. Between the date of this Agreement and each Closing Date, Priveco, on the one hand, and Pubco, on the
    other hand, shall, and shall cause each of their respective representatives to:


 


	 	(a)	afford
    the other and its representatives full and free access to its personnel, properties, assets, contracts, books and records,
    and other documents and data;





 




    	 	 	 



    	 	- 21 -	 



    

 


	 	(b)	furnish
    the other and its representatives with copies of all such contracts, books and records, and other existing documents and data
    as required by this Agreement and as the other may otherwise reasonably request; and
	 	 	 
	 	(c)	furnish
    the other and its representatives with such additional financial, operating and other data and information as the other may
    reasonably request.


 


All
of such access, investigation and communication by a party and its representatives shall be conducted during normal business hours
and in a manner designed not to interfere unduly with the normal business operations of the other party. Each party shall instruct
its auditors to co-operate with the other party and its representatives in connection with such investigations.


 


	6.2	Confidentiality.
    All information regarding the business of Priveco that Priveco provides to Pubco during its due diligence investigation of
    Priveco shall be kept in strict confidence by Pubco and shall not be used (except in connection with due diligence), dealt
    with, exploited or commercialized by Pubco or disclosed to any third party (other than its professional accounting and legal
    advisors) without the prior written consent of Priveco. Likewise, all information regarding the business of Pubco shall be
    kept in strict confidence by Priveco and shall not be used (except in connection with due diligence), dealt with, exploited
    or commercialized by Priveco or disclosed to any third party (other than Priveco’s professional accounting and legal
    advisors) without the prior written consent of Pubco. If none of the Closings contemplated by this Agreement proceed for any
    reason, then upon receipt of a written request from any party, the other parties shall immediately return to the requesting
    party (or as directed by such party) any information received regarding such party’s business.
	 	 
	6.3	Notification.
    Between the date of this Agreement and the Final Closing Date, each of the parties shall promptly notify the other parties
    in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations
    and warranties, or if it becomes aware of any fact or condition that would cause or constitute a material breach of any such
    representation or warranty. Should any such fact or condition require any change in the schedules or appendices to this Agreement
    relating to such party, such party shall promptly deliver to the other parties a supplement to the applicable schedule or
    appendix specifying such change. During the same period, each party shall promptly notify the other parties of the occurrence
    of any material breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction
    of such conditions impossible or unlikely.
	 	 
	6.4	Conduct
    of Business Prior to Closing. From the date of this Agreement to the Final Closing Date, and except to the extent that
    Pubco otherwise consents in writing, Priveco shall operate its business substantially as presently operated and only in the
    ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation
    and present business organization and to preserve its relationships with Persons having business dealings with it. Likewise,
    from the date of this Agreement to the Final Closing Date, and except to the extent that Priveco otherwise consents in writing,
    Pubco shall operate its business substantially as presently operated and only in the ordinary course and in compliance with
    all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and
    to preserve its relationships with Persons having business dealings with it.
	 	 
	6.5	Certain
    Acts Prohibited – Priveco. Except as expressly contemplated by this Agreement or for purposes in furtherance of
    this Agreement, between the date of this Agreement and the Final Closing Date, Priveco shall not, without the prior written
    consent of Pubco:


 


	 	(a)	amend
    its Articles of Incorporation, Bylaws or other incorporation documents;





 




    	 	 	 



    	 	- 22 -	 



    

 


	 	(b)	incur
    any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any property
    or assets of Priveco except in the ordinary course of business consistent with past practice;
	 	 	 
	 	(c)	dispose
    of or contract to dispose of any Priveco property or assets, including the Intellectual Property Assets, except in the ordinary
    course of business consistent with past practice;
	 	 	 
	 	(d)	issue,
    deliver, sell, pledge or otherwise encumber or subject to any lien any shares of Priveco Common Stock or any rights, warrants
    or options to acquire any such shares or other securities;
	 	 	 
	 	(e)	declare,
    set aside or pay any dividends on, or make any other distributions in respect of, Priveco Common Stock;
	 	 	 
	 	(f)	split,
    combine or reclassify any Priveco Common Stock or issue or authorize the issuance of any other securities in respect of, in
    lieu of or in substitution for shares of, Priveco Common Stock; or
	 	 	 
	 	(g)	materially
    increase the benefits or compensation expenses of Priveco, other than as contemplated by the terms of any employment agreement
    in existence on the date of this Agreement, increase the cash compensation of any director, officer, employee or consultant
    or pay any benefit or amount to any such person.


 


	6.6	Certain
    Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the
    exercise of the First Option or the First Put Right, Pubco shall not, without the prior written consent of Priveco:


 


	 	(a)	amend
    its Articles of Incorporation, Bylaws or other incorporation documents;
	 	 	 
	 	(b)	incur
    any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any property
    or assets of Pubco except in the ordinary course of business consistent with past practice;
	 	 	 
	 	(c)	dispose
    of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
	 	 	 
	 	(d)	issue,
    deliver, sell, pledge or otherwise encumber or subject to any lien any shares of Pubco Common Stock, or any rights, warrants
    or options to acquire any such shares or other securities;
	 	 	 
	 	(e)	declare,
    set aside or pay any dividends on, or make any other distributions in respect of Pubco Common Stock;
	 	 	 
	 	(f)	split,
    combine or reclassify any Pubco Common Stock or issue or authorize the issuance of any other securities in respect of, in
    lieu of or in substitution for shares of, Pubco Common Stock; or
	 	 	 
	 	(g)	materially
    increase the benefits or compensation expenses of Pubco, increase the cash compensation of any director, officer, employee
    or consultant or pay any benefit or amount to any such person.


 


	6.7	Public
    Announcements. Pubco and Priveco each agree that they will not release or issue any reports or statements or make any
    public announcements relating to this Agreement or the transactions contemplated hereby without the prior written consent
    of the other party, except as may be required upon written advice of counsel to comply with applicable laws or regulatory
    requirements after consulting with the other party and seeking their reasonable consent to such announcement.


 




    	 	 	 



    	 	- 23 -	 



    

 


	7.	CLOSING
	 	 
	7.1	Closing.
    Each Closing shall take place at the offices of the solicitors for Pubco or at such other location as agreed to by the parties
    as soon as reasonably practicable but not later than five (5) business days after
    (a) the exercise of an Option by Pubco or (b) the delivery of a Put Notice to Pubco by the Selling Shareholder. Notwithstanding
    the location of a Closing, each party agrees that each Closing may be completed by the electronic exchange of documents.
	 	 
	7.2	Closing
    Deliveries of Priveco and the Selling Shareholder. At each Closing, Priveco and the Selling Shareholder shall deliver
    or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to Pubco:


 


	 	(a)	all
    resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this
    Agreement and the transactions contemplated hereby;
	 	 	 
	 	(b)	all
    certificates and other documents required by Section 5.1; and
	 	 	 
	 	(c)	the
    Priveco Documents and any other necessary documents, each duly executed by Priveco, as required to give effect to the transactions
    contemplated by this Agreement.


 


	7.3	Closing
    Deliveries of Pubco. At each Closing, Pubco shall deliver or cause to be delivered the following, fully executed and in
    form and substance reasonably satisfactory to Priveco:


 


	 	(a)	all
    resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this
    Agreement and the transactions contemplated hereby;
	 	 	 
	 	(b)	all
    certificates and other documents required by Section 5.2; and
	 	 	 
	 	(c)	the
    Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the transactions
    contemplated by this Agreement.


 


	8.	TERMINATION
	 	 
	8.1	Termination.
    This Agreement may be terminated at any time prior to the exercise of the First Option or the First Put Right by:








 


	 	(a)	the
    mutual agreement of Pubco and Priveco;
	 	 	 
	 	(b)	Pubco,
    if there has been a material breach by Priveco or the Selling Shareholder of any material representation, warranty, covenant
    or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholder that is not cured, to the reasonable
    satisfaction of Pubco, within 10 business days after notice of such breach is given by Pubco (except that no cure period shall
    be provided for a breach by Priveco or the Selling Shareholder that by its nature cannot be cured); or
	 	 	 
	 	(c)	Pubco
    or Priveco if any permanent injunction or other order of a Governmental Authority preventing the consummation of the transactions
    contemplated hereby has become final and non-appealable.


 




    	 	 	 



    	 	- 24 -	 



    

 


	8.2	Effect
    of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be
    of no further force or effect, provided, however, that no termination of this Agreement shall relieve any party of liability
    for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.
	 	 
	9.	INDEMNIFICATION,
    REMEDIES, SURVIVAL
	 	 
	9.1	Certain
    Definitions. For the purposes of this Article 9, the terms “Loss” and “Losses” mean
    any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs and expenses, including
    without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses,
    but excluding any indirect, consequential or punitive damages suffered by Pubco or Priveco, including damages for lost profits
    or lost business opportunities.
	 	 
	9.2	Agreement
    of Priveco to Indemnify. Priveco shall indemnify, defend and hold harmless, to the full extent of the law, Pubco and its
    shareholders from, against and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by
    Pubco and its shareholders by reason of, resulting from, based upon or arising out of:


 


	 	(a)	the
    breach by Priveco of any representation or warranty of Priveco contained in or made pursuant to this Agreement, any Priveco
    Document or any certificate or other instrument delivered pursuant to this Agreement; or
	 	 	 
	 	(b)	the
    breach or partial breach by Priveco of any covenant or agreement of Priveco made in or pursuant to this Agreement, any Priveco
    Document or any certificate or other instrument delivered pursuant to this Agreement.


 


	9.3	Agreement
    of the Selling Shareholder to Indemnify. The Selling Shareholder shall indemnify, defend and hold harmless, to the full
    extent of the law, Pubco and its shareholders from, against and in respect of any and all Losses asserted against, relating
    to, imposed upon or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:


 


	 	(a)	the
    breach by the Selling Shareholder of any representation or warranty of the Selling Shareholder contained in or made pursuant
    to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or
	 	 	 
	 	(b)	any
    breach by the Selling Shareholder of Section 2.2.


 


	9.4	Agreement
    of Pubco to Indemnify. Pubco shall indemnify, defend and hold harmless, to the full extent of the law, Priveco and the
    Selling Shareholder from, against and in respect of any and all Losses asserted against, relating to, imposed upon or incurred
    by Priveco and the Selling Shareholder by reason of, resulting from, based upon or arising out of:


 


	 	(a)	the
    breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document
    or any certificate or other instrument delivered pursuant to this Agreement; or
	 	 	 
	 	(b)	the
    breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document
    or any certificate or other instrument delivered pursuant to this Agreement.


 


	10.	GENERAL
    PROVISIONS
	 	 
	10.1	Time
    of the Essence. Time shall be of the essence of this Agreement.


 







    	 	 	 



    	 	- 25 -	 



    

 


	10.2	Independent
    Legal Advice. Each of the parties acknowledges and confirms that:


 


	 	(a)	it
    has been advised to seek, and has sought or have otherwise waived, independent tax and legal advice with respect to this Agreement
    and the documents delivered pursuant hereto; and
	 	 	 
	 	(b)	to
    the extent that the Selling Shareholder declines to receive independent legal advice with respect to this Agreement, the Selling
    Shareholder hereby waives that right, should a dispute later develop, to rely on its lack of independent legal advice to avoid
    its obligations, to seek indulgences from the other parties, or to otherwise attack, in whole or in part, the integrity of
    this Agreement or any document related thereto.


 


	10.3	Effectiveness
    of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each
    of the other parties and all such representations, warranties and agreements shall be effective regardless of any investigation
    that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances
    of fraud, the representations, warranties and agreements shall survive the Final Closing Date and continue in full force and
    effect until one (1) year after the Final Closing Date.
	 	 
	10.4	Further
    Assurances. Each of the parties shall co-operate with the others and execute and deliver to the other parties such other
    instruments and documents and take such other actions as may be reasonably requested from time to time by any other party
    as necessary to carry out, evidence and confirm the intended purposes of this Agreement.
	 	 
	10.5	Amendment.
    This Agreement may not be amended except by an instrument in writing signed by each of the parties.
	 	 
	10.6	Severability.
    In the event that any provision or part of this Agreement is determined by any court or other judicial or administrative body
    to be illegal, null, void, invalid or unenforceable, that provision shall be severed to the extent that it is so declared
    and the other provisions of this Agreement shall continue in full force and effect.
	 	 
	10.7	Expenses.
    Each party shall be responsible for its own legal and audit fees and other charges incurred in connection with the preparation,
    execution and performance of this Agreement, all negotiations between the parties and the consummation of the transactions
    contemplated hereby.
	 	 
	10.8	Entire
    Agreement. This Agreement, the schedules and appendices attached hereto and the other documents in connection with the
    transactions contemplated hereby contain the entire agreement between the parties with respect to the subject matter hereof
    and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto.
    Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.
	 	 
	10.9	Notices.
    All notices and other communications required or permitted under this Agreement must be in writing and shall be deemed given
    if sent by personal delivery, internationally-recognized express courier or registered or certified mail (return receipt requested),
    postage prepaid, or if emailed with electronic confirmation of delivery, to the parties at the following addresses (or at
    such other address for a party as will be specified by like notice):


 


If
to Pubco:


 


95
Mural Street, Suite 600


Toronto,
Ontario L4B 3G2


 


Attention:
Zoran Konević


Email:
info@hellonotox.com


 




    	 	 	 



    	 	- 26 -	 



    

 


If
to Priveco or the Selling Shareholder:


 


1305
– 39 Queens Quay East


Toronto,
Ontario M5E 0A5


 


Attention:
Manny Kapur


Email:
manny@xthetica.com


 


All
such notices and other communications shall be deemed to have been received:


 


	 	(a)	in
    the case of personal delivery, on the date of such delivery;
	 	 	 
	 	(b)	in
    the case of delivery by internationally-recognized express courier, on the business day following dispatch;
	 	 	 
	 	(c)	in
    the case of mailing, on the fifth business day following mailing; and
	 	 	 
	 	(d)	in
    the case of email, when the party sending such email has received electronic confirmation of its delivery.


 


	10.10	Benefits.
    This Agreement is and shall only be construed as for the benefit of or enforceable by the parties to this Agreement.
	 	 
	10.11	Assignment.
    This Agreement may not be assigned (except by operation of law) by any party without the written consent of the other parties.
	 	 
	10.12	Governing
    Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to
    contracts made and to be performed therein.
	 	 
	10.13	Construction.
    The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent,
    and no rule of strict construction shall be applied against any party.
	 	 
	10.14	Counterparts.
    This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and
    shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties,
    it being understood that all parties need not sign the same counterpart.
	 	 
	10.15	Electronic
    Execution. This Agreement may be executed by delivery of executed signature pages by electronic transmission and such
    execution shall be effective for all purposes.


 






    	 	 	 



    	 	- 27 -	 



    

 


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


 


	NOTOX
    TECHNOLOGIES CORP.	 	XTHETICA
    INC.
	 	 	 
	Per:	 	Per:
	 	 	 
	/s/
    Zoran Konević	 	/s/
    Manny Kapur
	Zoran
    Konević, CEO	 	Manny
    Kapur, President
	 	 	 
	 	 	/s/
    Manny Kapur
	 	 	MANNY
    KAPUR


 




    	 	 	 



    	 	- 28 -	 



    




 


SCHEDULE
A


 


PRIVECO
LEASES AND OTHER PROPERTY INTERESTS


 


None.


 




    	 	 	 



    	 	- 29 -	 



    

 


SCHEDULE
B


 


PRIVECO
INTELLECTUAL PROPERTY


 


None.


 




    	 	 	 



    	 	- 30 -	 



    

 


SCHEDULE
C


 


PRIVECO
MATERIAL CONTRACTS


 


None.


 




    	 	 	 



    	 	 	 



    

 


APPENDIX
1


 


FORM
OF ASSIGNMENT AGREEMENT








 


THIS
AGREEMENT is dated as of December ●, 2019


 


BETWEEN:


 


XTHETICA
INC.

an Ontario corporation with an address at

1305 – 39 Queens Quay East, Toronto, ON M5E 0A5


 


(the
“Assignor”)


 


AND:


 


XTHETICA
CANADA INC.

a Canadian federal corporation with an address at

95 Mural Street, Suite 600, Richmond Hill, ON L4B 3G2


 


(the
“Assignee”)


 


WHEREAS:


 


	A.	The
                                         Assignor is the legal and beneficial owner of those assets more particularly described
                                         in Schedule “A” attached hereto (the “Assets”);
	 	 
	B.	Xthetica
                                         Inc., a Nevada corporation (“Xthetica NV”), and the sole shareholder
                                         of Xthetica NV, Manny Kapur (“Kapur”), are parties to an option agreement
                                         with Notox Technologies Corp. (“Notox”) being executed concurrently
                                         herewith (the “Option Agreement”);
	 	 
	C.	The
                                         Assignee is a wholly owned subsidiary of Notox: and
	 	 
	D.	It
                                         is a closing condition of the Option Agreement that the parties shall have entered into
                                         this Agreement in order for the Assignor to assign all of its right, title and interest
                                         in and to the Assets to the Assignee on the terms and subject to the conditions set out
                                         herein.



 


NOW
THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


	1.	ASSIGNMENT



 


	1.1	In
                                         connection with the closing of the Option Agreement and in exchange for the consideration
                                         provided therein, the Assignor hereby irrevocably assigns, transfers and conveys 100%
                                         of its right, title and interest in and to the Assets to the Assignee effective July
                                         1, 2019 (the “Assignment”), and the Assignee hereby accept the Assignment.
	 	 
	1.2	Concurrently
                                         with the execution of this Agreement, the Assignor shall deliver to the Assignee any
                                         and all documents and materials in its possession, custody or control regarding the Assets,
                                         including, without limitation, copies of submitted purchase orders, acceptances of the
                                         same by the applicable product owners, invoices, revised lists of products and/or purchase
                                         prices, payment confirmations, marketing plans, purchase and sale forecasts and promotional
                                         materials.



 






    	 	 	 



    	-2- 



    

 


	2.	REPRESENTATIONS
                                         AND WARRANTIES
	 	 
	2.1	Representations
                                         and Warranties of the Assignor. The Assignor represents and warrants to the Assignee
                                         and acknowledges that the Assignee is relying upon such representations and warranties
                                         in connection with the execution, delivery and performance of this Agreement:



 


		(a)	the
                                         Assignor owns and possesses and has a good marketable title to the Assets free and clear
                                         of all mortgages, liens, charges, pledges, security interests, encumbrances or other
                                         claims;
	 	 	 
		(b)	each
                                         of the agreements underlying in the Assets (collectively, the “Agreements”)
                                         is in good standing and the Assignor is entitled to all benefits, rights and privileges
                                         thereunder;
	 	 	 
		(c)	the
                                         Assignor is not in material default or material breach of the Agreements and there exists
                                         no state of facts which after notice or the passage of time, or both, would constitute
                                         such a default or breach;
	 	 	 
		(d)	none
                                         of the parties to the Agreements has indicated, nor does the Assignor have any reasonable
                                         basis to believe that any such party will indicate, that it intends to cancel, withdraw,
                                         modify or seek to amend the Agreements;
	 	 	 
		(e)	the
                                         Assignee qualifies as an “affiliate” of the Assignor for the purpose of the
                                         Agreements, the Assignor has designated the Assignee as such in writing to the applicable
                                         counterparties to the Agreements, and the Assignor has no reasonable basis to believe
                                         that any such counterparty will not treat the Assignee as anything other than an “affiliate”
                                         thereunder;
	 	 	 
		(f)	notwithstanding
                                         Section 2.1 of the Exclusive Distribution Agreement between Croma Aesthetics Canada Ltd.
                                         (“Croma Canada”) and the Assignor dated July 1, 2019 (the “Croma
                                         Distribution Agreement”), the Assignor has the ability to assign, transfer
                                         and convey both its rights and its obligations under the Croma Distribution Agreement
                                         to the Assignee, subject only to receiving the prior written consent of Croma Canada
                                         to such assignment, transfer and conveyance;
	 	 	 
		(g)	as
                                         of the date hereof:



 


		(i)	the
                                         Assignor has complied with all of its obligations to Croma Canada under the Croma Distribution
                                         Agreement;
	 	 	 
		(ii)	the
                                         Assignor is not liable to Croma Canada for the reimbursement of any fees incurred by
                                         Croma Canada under Section 2.9 of the Croma Distribution Agreement or the payment of
                                         any costs and expenses incurred by Croma Canada under Section 3.5 of the Croma Distribution
                                         Agreement;
	 	 	 
		(iii)	the
                                         Assignor has not incurred any material liability for unpaid taxes or duties to any governmental
                                         authority in connection with the transactions contemplated under the Croma Distribution
                                         Agreement;
	 	 	 
		(iv)	the
                                         Assignor is indebted to Croma Canada in the amount of $233,708.19 in respect of inventory
                                         held by McKesson Specialized Distribution Inc. (“McKesson”) and owned
                                         by Croma Canada as of June 27, 2019; and
	 	 	 
		(v)	the
                                         Assignor has obtained all government approvals required in connection with the importation,
                                         use and resale of products under the Croma Distribution Agreement



 




    	 	 	 



    	-3- 



    

 


		(h)	there
                                         is no litigation or administrative or governmental proceeding or inquiry pending or,
                                         to the knowledge of the Assignor, threatened against or relating to the Assignor or any
                                         of the Assets, nor does the Assignor know of or have reasonable grounds that there is
                                         any basis for any such action, proceeding or inquiry;
	 	 	 
		(i)	all
                                         licenses, permits, or other operating authority required by the Assignor to conduct its
                                         business in the ordinary course or to use the Assets have been obtained and are in good
                                         standing and such conduct and use are not in breach of any applicable law, rule, regulation,
                                         covenant, restriction, plan or permit;
	 	 	 
		(j)	the
                                         Assignor is a corporation duly incorporated, validly existing and in good standing under
                                         the laws of its jurisdiction of incorporation;
	 	 	 
		(k)	this
                                         Agreement, when executed and delivered, will constitute a legal, valid and binding obligation
                                         of the Assignor enforceable against it in accordance with its terms, subject to applicable
                                         bankruptcy, insolvency and similar laws affecting creditors’ rights generally;
	 	 	 
		(l)	the
                                         Assignor has the capacity to enter into this Agreement and the execution of this Agreement
                                         and the completion of the transactions contemplated hereby does not violate the constating
                                         documents of the Assignor, the provisions of any law, order, rule or regulation applicable
                                         to the Assignor or constitute a breach of any agreement to which the Assignor is a party;
                                         and
	 	 	 
		(m)	neither
                                         the Assignor’s execution and delivery of this Agreement nor the performance of
                                         the terms hereof requires any consent or approval from any third party.



 


	2.2	Representations
                                         and Warranties of the Assignee. The Assignee represents and warrants to the Assignor
                                         and acknowledges that the Assignor is relying upon such representations and warranties
                                         in connection with the execution, delivery and performance of this Agreement:



 


		(a)	upon
                                         the completion of the Assignment, the Assignee shall be bound by the terms and conditions
                                         of the Agreements;
	 	 	 
		(b)	the
                                         Assignee is a corporation duly incorporated, validly existing and in good standing under
                                         the laws of its jurisdiction of incorporation;
	 	 	 
		(c)	this
                                         Agreement, when executed and delivered, will constitute a legal, valid and binding obligation
                                         of the Assignee enforceable against it in accordance with its terms, subject to applicable
                                         bankruptcy, insolvency and similar laws affecting creditors’ rights generally;
	 	 	 
		(d)	the
                                         Assignee has the capacity to enter into this Agreement and the execution of this Agreement
                                         and the completion of the transactions contemplated hereby does not violate the constating
                                         documents of the Assignee, the provisions of any law, order, rule or regulation applicable
                                         to the Assignee or constitute a breach of any agreement to which the Assignee is a party;
                                         and
	 	 	 
		(e)	neither
                                         the Assignee’s execution and delivery of this Agreement nor the performance of
                                         the terms hereof requires any consent or approval from any third party.



 




    	 	 	 



    	-4- 



    

 


	3.	INDEMNIFICATION



 


	3.1	Indemnification
                                         by the Assignor. The Assignor shall indemnify and save the Assignee and each of the
                                         Assignee’s affiliates and their respective directors, officers, employees, shareholders
                                         and representatives, and any successors of the foregoing (collectively, the “Indemnitees”),
                                         harmless from and against any loss, damage, obligation, commitment, liability, claim,
                                         demand, deficiency, charge, cost or expense of any kind or nature (including reasonable
                                         legal fees and disbursements and other costs resulting from any action, suit, investigation,
                                         claim or other proceeding) (each, a “Loss”) and from any suit, claim,
                                         demand, cause of action, proceeding arising on account of, relating to, in connection
                                         with, or as a result of: (a) any breach of any representation, warranty, obligation,
                                         commitment or covenant contained in this Agreement on the part of the Assignor or in
                                         any certificate or document delivered in connection with the transactions contemplated
                                         by this Agreement, whether or not the Assignee had or should have had knowledge of such
                                         breach of representation or warranty, obligation, commitment or covenant; (b) any use
                                         by the Assignor of the Assets; and (c) any other matter arising out of or in connection
                                         with the transactions contemplated by this Agreement, and from all Losses, in respect
                                         of the foregoing.
	 	 
	3.2	Notice
                                         of Claim. If the Assignee becomes aware of any Loss for indemnification pursuant
                                         to Section 3.1 (a “Claim”), the Assignee shall promptly give notice
                                         of such Claim to the Assignor. Such notice shall specify whether the Claim arises as
                                         a result of a Claim by a person against any of the Indemnitees (a “Third Party
                                         Claim”) or whether the Claim does not so arise (an “Indemnitee Claim”),
                                         and shall also specify with reasonable particularity (to the extent that the information
                                         is available):



 


		(a)	the
                                         factual basis for the Claim; and
	 	 	 
		(b)	the
                                         amount of the Claim, or, if an amount is not then determinable, an approximate and reasonable
                                         estimate of the likely amount of the Claim.



 


The
failure to give prompt written notice as provided in this Section 3.2 shall not affect the rights and obligations of either party
except and only to the extent that, as a result of such failure, a party which was entitled to receive such notice was directly
prejudiced as a result of such failure.


 


		3.3	Procedure
                                         for Indemnification.



 


		(a)	Indemnitee
                                         Claims. With respect to any Indemnitee Claim, following receipt of notice from any
                                         Indemnitee of a Claim, the Assignor shall have 30 days to make such investigation of
                                         the Claim as the Assignor considers necessary or desirable. For the purpose of such investigation,
                                         such Indemnitee shall make available to the Assignor the information relied upon by such
                                         Indemnitee to substantiate the Claim. If such Indemnitee and the Assignor agree at or
                                         prior to the expiration of such 30-day period (or any mutually agreed upon extension
                                         thereof) to the validity and amount of such Claim, the Assignor shall immediately pay
                                         to the Indemnitee the full agreed upon amount of the Claim.
	 	 	 
		(b)	Third
                                         Party Claims. With respect to any Third Party Claim, the Assignor shall, after having
                                         admitted in writing liability towards the Indemnitee, have the right, at its own expense,
                                         to participate in or assume control of the negotiation, settlement or defense of such
                                         Third Party Claim and, in such event, the Assignor shall reimburse the Indemnitee for
                                         all of the Indemnitee’s out-of-pocket expenses as a result of such participation
                                         or assumption. If the Assignor elects to assume such control, the Indemnitee shall cooperate
                                         with the Assignor, shall have the right to participate in the negotiation, settlement
                                         or defense of such Third Party Claim at its own expense and shall have the right to disagree
                                         on reasonable grounds with the selection and retention of counsel, in which case counsel
                                         satisfactory to the Assignor and the Indemnitee shall be retained by the Assignor. If
                                         the Assignor refuses to assume such control or, having elected to assume such control
                                         thereafter fails to defend any such Third Party Claim within a reasonable time, the Indemnitee
                                         shall be entitled to assume such control and the Assignor shall be bound by the results
                                         obtained by the Indemnitee with respect to such Third Party Claim. The Assignor shall
                                         pay expenses of the Indemnitee monthly in advance of being incurred if the Assignor is
                                         not immediately assuming satisfactory defense of any Third Party Claim, in the amounts
                                         reasonably estimated by the Indemnitee to be incurred in the next month; provided, however,
                                         that the Indemnitee shall within a reasonable time following the conclusion of such month
                                         promptly return to the Assignor any amounts advanced to the Indemnitee in accordance
                                         with the foregoing in excess of the out-of-pocket expenses incurred by the Indemnitee.



 




    	 	 	 



    	-5- 



    

 


		3.4	Additional
                                         Rules and Procedures. The obligations of the Assignor to indemnify any Indemnitee
                                         in respect of Claims shall also be subject to the following:



 


		(a)	In
                                         the event that any Third Party Claim is of a nature such that the Indemnitee is required
                                         by applicable law to make a payment to any person (a “Third Party”)
                                         with respect to such Third Party Claim before the completion of settlement negotiations
                                         or related legal proceedings, the Indemnitee may make such payment and the Assignor shall,
                                         forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such payment.
                                         If the amount of any liability of the Indemnitee under the Third Party Claim in respect
                                         of which such a payment was made, as finally determined, is less than the amount which
                                         was paid by the Assignor to the Indemnitee, the Indemnitee shall, forthwith after receipt
                                         of the difference from the Third Party, pay the amount of such difference to the Assignor.
	 	 	 
		(b)	Except
                                         in the circumstance contemplated by Section 3.3(b), including in the event that the Assignor
                                         fails or refuses to take control of the negotiation, settlement or defense of any Third
                                         Party Claim, the Indemnitee shall not negotiate, settle, compromise or pay any Third
                                         Party Claim except with the prior written consent of the Assignor (which consent shall
                                         not be unreasonably withheld).
	 	 	 
		(c)	The
                                         Indemnitee shall not permit any right of appeal in respect of any Third Party Claim to
                                         terminate without giving the Assignor notice thereof and an opportunity to contest such
                                         Third Party Claim.
	 	 	 
		(d)	The
                                         Indemnitee and the Assignor shall cooperate fully with each other with respect to Third
                                         Party Claims, and shall keep each other fully advised with respect thereto (including
                                         supplying copies of all relevant documentation promptly as it becomes available).
	 	 	 
		(e)	The
                                         Assignor shall not settle any Third Party Claim or conduct any related legal or administrative
                                         proceeding in a manner which would, in the opinion of the Indemnitee, acting reasonably,
                                         have a material adverse impact on the Indemnitee.
	 	 	 
		(f)	The
                                         obligation of the Assignor to indemnify the Indemnitee shall not limit any other rights
                                         or remedies which the Indemnitee may have under statute or common law or in equity.



 


		4.	GENERAL



 


	4.1	Alteration
                                         and Amendment. No alteration or amendment to this Agreement shall take effect unless
                                         it is in writing duly executed by the parties.
	 	 
	4.2	Time
                                         of the Essence. Time shall be of the essence of this Agreement.
	 	 
	4.3	Currency.
                                         All references to currency in this Agreement are to Canadian dollars unless expressly
                                         stated otherwise.
	 	 
	4.4	Further
                                         Assurances. The parties covenant and agree to execute and deliver all such further
                                         documents and instruments, and to do all such further acts and things as may be necessary
                                         or desirable to carry out the full intent and meaning of this Agreement.
	 	 
	4.5	Validity
                                         and Enforceability. The invalidity or unenforceability of any provision of this Agreement
                                         shall not affect the validity or enforceability of any other provision and any such invalid
                                         or unenforceable provision shall be deemed to be severable.



 




    	 	 	 



    	-6- 



    

 


	4.6	Entire
                                         Agreement. This Agreement constitutes the entire agreement between the parties with
                                         respect to the subject matter hereof and supersedes all previous communications, representations
                                         and agreements, whether oral or written, between the parties.
	 	 
	4.7	Governing
                                         Law. This Agreement shall be governed by and construed in accordance with the laws
                                         of the State of Nevada.
	 	 
	4.8	Enurement.
                                         This Agreement shall enure to the benefit of and be binding upon the parties, and except
                                         as otherwise provided or as would be inconsistent with the provisions of this Agreement,
                                         their respective heirs, executors, administrators, successors and assigns.
	 	 
	4.9	Counterparts.
                                         This Agreement may be executed in counterparts and delivered by electronic transmission,
                                         each of which so executed and delivered shall be deemed an original and all of which
                                         together shall constitute one instrument.



 


IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.


 


	XTHETICA
    INC.	 	XTHETICA
    CANADA INC.
	 	 	 	 	 
	Per:	 	 	Per:	 
	Name:	Manny
    Kapur	 	Name:	Zoran
    Konević
	Title	CEO	 	Title	CEO


 




    	 	 	 



    	-7- 



    

 


SCHEDULE
“A”


 


	1.	The
                                         rights and obligations of the Assignor under the following agreements:



 


		(a)	the
                                         Croma Distribution Agreement;
	 	 	 
		(b)	a
                                         license agreement between Croma-Pharma GmbH (“Croma Austria”) and
                                         the Assignor dated July 1, 2019; and
	 	 	
		(c)	a
                                         license agreement between Croma Canada and Universkin S.A.S. (“Universkin”)
                                         dated December 15, 2016, as sub-licensed by Croma Canada to the Assignor.



 


	2.	All
                                         inventory of the Assignor in the possession of McKesson and located at 1215B North Service
                                         Road, Oakville, ON L6L 2W2 as of July 1, 2019.
	 	 
	3.	The
                                         right to enter into any distribution agreements currently being negotiated by the Assignor
                                         with Universkin and VM Corporation SRLS, or their respective affiliates.
	 	 
	4.	The
                                         right to enter into distribution and investment agreements initiated by the Assignor
                                         with Universkin or any of its affiliates regarding the right of the Assignor to act as
                                         Universkin’s exclusive distributor for certain products in Colombia and the Caribbean
                                         region.
	 	
	5.	The
                                         business plan of the Assignor, in the form previously delivered to Notox.
	 	 
	6.	All
                                         accounts receivable of the Assignor less than 90 days old as of July 1, 2019.
	 	 
	7.	All
                                         trade accounts of the Assignor as of July 1, 2019, less certain permitted exceptions.
	 	 
	8.	The
                                         benefit of all unfilled product orders received by the Assignor as of July 1, 2019.
	 	 
	9.	The
                                         goodwill of the Assignor including, but not limited to, (a) all customer lists, (b) the
                                         right of the Assignee to represent itself as carrying on the business of the Assignor
                                         in continuation of and in succession to the Assignor, and (c) the right to enter into
                                         or assume any relationships that the Assignor has with any clinics or similar organizations,
                                         or any medical or aesthetics professionals, to which it is has sold, may sell or is committed
                                         to selling products.
	 	
	10.	The
                                         right to solicit and engage any employees and/or consultants recommended by the Assignor
                                         and with whom the Assignor or Kapur has a pre-existing relationship.



 






    	 	 	 



    	 	 	 



    

 





APPENDIX
2


 


FORM
OF PUBCO WARRANT CERTIFICATE


 








THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS THE SECURITIES ARE
REGISTERED UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.


 


WARRANT
CERTIFICATE


 


NOTOX
TECHNOLOGIES CORP.


(incorporated
under the laws of the State of Nevada)


 


	Certificate
    No. ●	Warrants
                                         to Purchase

        ●
        Shares of Common Stock



 


THIS
IS TO CERTIFY THAT, for value received,


 


●
[name],


of
● [address]


 


(the
“Holder”)


 


is
entitled to purchase up to ● fully paid and non-assessable shares of the common stock (the “Warrant Shares”)
in the capital of Notox Technologies Corp. (the “Corporation”), at a price of US$1.40 per Warrant Share, upon
and subject to the terms and conditions contained in this Warrant Certificate.


 


This
Warrant Certificate will be void and of no value unless exercised prior to 5:00 PM EST on ●, 202● (the “Expiry
Time”).


 


IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer as of ●,
20●.


 


	NOTOX
    TECHNOLOGIES CORP.	 
	 	 
	Per:	 
	 	 
	 	 
	Authorized
    Signatory	 


 










    	 	 	 



    	 	 -2-	 



    

 


SEE
ATTACHED TERMS AND CONDITIONS


 


The
right of the Holder to purchase the Warrant Shares may only be exercised by the Holder by:


 


	 	(a)	duly
    completing, in the manner indicated, and executing the Exercise Form attached hereto as Schedule “A” hereto; and
	 	 	 
	 	(b)	surrendering
    this Warrant Certificate to the Corporation at:


 


Notox
Technologies Corp.


95
Mural Street, Suite 600


Richmond
Hill, ON L4B 3G2


Attention:
Secretary


 


together
with a certified cheque, bank draft or money order made payable to the Corporation, or evidence of a wire transfer sent to a bank
account designated by the Corporation, in the amount of the aggregate Exercise Price for the number of Warrant Shares subscribed.


 


This
Warrant Certificate and such certified cheque, bank draft, money order or wire transfer shall be deemed to be exercised and so
surrendered only upon the date of the actual receipt thereof by the Corporation (the “Exercise Date”).


 


Any
Warrant Shares issued upon the exercise of this Warrant Certificate will be issued effective the Exercise Date. As soon as practicable
after surrender and payment, the Corporation shall deliver to the Holder at the address indicated on the Exercise Form attached
as Schedule “A” hereto one or more certificates or book entry statements representing such Warrant Shares.


 


The
Holder may subscribe for and purchase any lesser number than the whole number of Warrant Shares purchasable under this Warrant
Certificate and, in such event, will be entitled to receive a new Warrant Certificate with respect to the remaining balance of
the Warrant Shares purchasable under this Warrant Certificate.


 


This
Warrant Certificate is also subject to the following terms and conditions:


 


	1.	In
    the event of: (i) any alteration of the common stock of the Corporation (the “Shares”), including any change,
    subdivision, consolidation or reclassification thereof; (ii) any issuance of Shares (or other securities convertible into
    or exchangeable for Shares) to the holders of all of the outstanding Shares by way of stock dividend or otherwise, or (iii)
    any form of reorganization of the Corporation, including any consolidation, exchange, amalgamation, merger or arrangement
    of, with or into another entity or person, or a sale of all or substantially all of the assets of the Corporation (in any
    case, a “Reorganization”), an adjustment will be made to the terms of the warrants represented by this
    Warrant Certificate (including without limitation, the Exercise Price) such that the Holder, upon the exercise of any warrants
    following the completion of the Reorganization, will be entitled to receive the same number and kind of securities that it
    would have been entitled to receive as a result of the Reorganization had it exercised its warrants immediately prior to the
    Reorganization.
	 	 
	2.	The
    Corporation will not effect any Reorganization which could result in a successor to the Corporation unless prior to or simultaneously
    with the consummation thereof, the entity succeeding the Corporation acknowledges in writing that it is bound by and will
    comply with the provisions set forth in this Warrant Certificate.
	 	 
	3.	If,
    in case at any time:


 


	 	(a)	the
    Corporation pays any dividend payable in stock or other securities upon the Shares or makes any distribution to the holders
    of the Shares;
	 	 	 
	 	(b)	the
    Corporation offers for subscription pro rata to the holders of the Shares any additional shares of stock or other securities
    of any class or other rights;



 






    	 	 	 



    	 	 -3-	 



    

 


	 	(c)	there
    is a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; or
	 	 	 
	 	(d)	the
    Corporation effects any Reorganization;


 


then,
and in any one or more of such cases, the Corporation will give the Holder at least 14 days’ prior written notice of the
date on which the books of the Corporation will close or a record will be taken for such dividend, distribution or offer of subscription
rights, or for determining rights to vote with respect to such dissolution, liquidation or winding-up or Reorganization and, in
the case of such dissolution, liquidation or winding-up or Reorganization, at least 14 days’ prior written notice of the
date when the same will take place. Such written notice will also specify, in the case of any dividend, distribution or offer
of subscriptions rights, the date on which the holders of the Shares will be entitled thereto, and such notice will also specify
the date on which the holders of the Shares will be entitled to exchange the Shares for securities or other property deliverable
upon any dissolution, liquidation or winding-up or Reorganization, as the case may be.


 


	4.	In
    accordance with this Warrant Certificate, and in addition to the adjustments set out in Section 1, the Corporation will make
    any adjustments it considers necessary and equitable, acting in good faith, in the event of any reorganization, transaction,
    change or alteration to the Shares to ensure that, directly or indirectly, no such reorganization, transaction, change or
    alteration in any way limits or restricts the number of Shares which may ultimately be acquired by the Holder pursuant to
    the exercise of this Warrant Certificate. If at any time a dispute arises with respect to any adjustments provide for herein,
    such dispute will be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act,
    by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and any such
    determination, absent manifest error, will be binding upon the Corporation, the Holder and shareholders of the Corporation.
    The Corporation will provide such auditors or accountants with access to all necessary records of the Corporation and fees
    payable to such accountants or auditors will be paid by the Corporation.
	 	 
	5.	Upon
    the due exercise of the rights represented by this Warrant Certificate, the Warrant Shares for which the Holder has subscribed
    and purchased shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of such
    Warrant Shares on the date of such exercise.
	 	 
	6.	To
    the extent that this Warrant Certificate confers the right to purchase a fraction of a Warrant Share, such right may be exercised
    in respect of such fraction only in combination with one or more warrants which in the aggregate entitle the Holder to subscribe
    for and purchase a whole number of Warrant Shares. The Corporation will not issue any fractional Shares or provide consideration
    in lieu thereof.
	 	 
	7.	The
    Holder may, at any time prior to the Expiry Time, upon the surrender of this Warrant Certificate to the Corporation and upon
    the payment of such applicable charges as may be required by the Corporation from time to time, exchange this Warrant Certificate
    for another warrant certificate entitling the Holder to subscribe for and purchase the same number of Warrant Shares as are
    purchasable under this Warrant Certificate at the time of such exchange.
	 	 
	8.	The
    terms and holding of this Warrant Certificate do not constitute the Holder to be a shareholder of the Corporation or entitle
    the Holder to any right or interest with respect thereto except as herein expressly provided.
	 	 
	9.	The
    Corporation will at all times before the Expiry Time keep available, and reserve if necessary, out of its authorized share
    capital, solely for the purpose of issue upon the exercise of the warrants represented by this Warrant Certificate, such number
    of Shares as shall then be issuable upon the exercise of such warrants. The Corporation represents, warrants, covenants and
    agrees that all Shares which shall be so issuable will, upon issuance, be issued as fully paid and non-assessable and free
    from all liens, charges and encumbrances.
	 	 
	10.	Any
    notice to be given hereunder to the Holder shall be given in writing and either sent by electronic transmission, delivered
    or mailed by prepaid post to the Holder at the address indicated on this Warrant Certificate, or at such other address as
    the Holder may designate to the Corporation by written notice. If such notice is sent by electronic transmission or is delivered,
    it shall be deemed to have been given at the time of sending or delivery; if such notice is sent by mail, it shall be deemed
    to have been given 72 hours following the date of mailing. In the event of a mail strike or disruption in postal service at
    or prior to the time a notice is deemed to have been received by mail, such notice shall be delivered or sent by electronic
    transmission.
	 	 
	11.	This
    Warrant Certificate will be governed by and construed in accordance with the laws of the State of Nevada.
	 	 
	12.	Time
    shall be of the essence hereof.


 




    	 	 	 



    	 	 -4-	 



    

 


SCHEDULE
“A”


 


EXERCISE
FORM


 


	TO:	Notox
    Technologies Corp. (the “Corporation”)
	 	95
    Mural Street, Suite 600
	 	Richmond
    Hill, ON L4B 3G2
	 	Attention:
    Secretary


 


The
undersigned hereby exercises the right provided for in the warrants represented by the Warrant Certificate to which this Exercise
Form is attached to purchase _______________ shares of the common stock in the capital of the Corporation (the “Shares”)
according to the terms and conditions of such Warrant Certificate and herewith makes payment in the amount of $_______________
as the purchase price in full for the Shares at a price of US$1.40 per Share or the adjusted dollar amount per Share at which
the undersigned is entitled to purchase such Shares as provided in the Warrant Certificate.


 


The
undersigned hereby directs that the Shares be issued and delivered as follows:


 


	Name	 	Address	 	Number
    of Shares
	 	 	 	 	 


 


	 	 
	Signature	 
	 	 
	 	 
	Name	 
	 	 
	 	 
	Title
    (if applicable)	 
	 	 
	 	 
	Date